CTI MOLECULAR IMAGING INC
EX-10.15 AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>g79814exv10w15.txt
<DESCRIPTION>EX-10.15 AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.15

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

                             THIRD MODIFICATION OF
                     AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of September 30, 2002

                                     Among

                          CTI MOLECULAR IMAGING, INC.
                                as the Borrower,

                   All of its present and future Subsidiaries
                   that become parties hereto, as Guarantors,

                         the Lenders identified herein,

                                      and

                                 SUNTRUST BANK,
                            as Administrative Agent,

                         $125,000,000 Credit Facilities

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

                             Financing Arranged by:
                  SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,
                          a division of SunTrust Bank
                    as Sole Lead Arranger and Book Manager;
                                BANK OF AMERICA
                             as Syndication Agent;
                                      and
                         NATIONAL CITY BANK OF KENTUCKY
                             as Documentation Agent


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                                                 <C>
ARTICLE 1

   1.1.      Defined Terms........................................................................................2
   1.2.      Accounting and Commercial Terms.....................................................................22
   1.3.      General Construction................................................................................22
   1.4.      Defined Terms; Headings.............................................................................22
   1.5.      References to this Agreement and Parts Thereof......................................................23
   1.6.      Documentary References..............................................................................23
   1.7.      Legal References....................................................................................23

ARTICLE 2

LOANS AND LETTERS OF CREDIT......................................................................................23

   2.1.      Commitments.........................................................................................23
   2.2.      Revolving Loans.....................................................................................24
   2.3.      Swingline Loans.....................................................................................26
   2.4.      Letters of Credit...................................................................................29
   2.5.      Participations in Letter of Credit Liabilities......................................................30
   2.6.      Borrower's Obligations Absolute.....................................................................31
   2.7.      Interest............................................................................................32
   2.8.      Conversion or Continuation..........................................................................33
   2.9.      Notes; Records of Payments..........................................................................34
   2.10.     Administrative Agent's Right to Assume Funds Available..............................................35
   2.11.     Use of Proceeds.....................................................................................35
   2.12.     Credit Fees.........................................................................................36
   2.13.     Computations........................................................................................37
   2.14.     Interest and Fees Margins...........................................................................37
   2.15.     Special Provisions Governing LIBOR Loans............................................................38
   2.16.     Expenses............................................................................................39

ARTICLE 3

PAYMENTS, PREPAYMENTS AND COMPUTATIONS...........................................................................40

   3.1.      General Provisions Relating to Repayment of Loans...................................................40
   3.2.      Repayment of Amounts Drawn Under Letters of Credit..................................................41
   3.3.      Payments and Computations, Etc......................................................................42
   3.4.      Increased Costs, Capital Requirements and Taxes.....................................................43
   3.5.      Taxes...............................................................................................46
   3.6.      Booking of Loans....................................................................................47
</TABLE>


                                      -i-
<PAGE>

<TABLE>
<S>          <C>                                                                                                 <C>
ARTICLE 4

SECURITY     ....................................................................................................48

   4.1.      Initial Security....................................................................................48
   4.2.      Further Assurances..................................................................................48

ARTICLE 5

GUARANTY     ....................................................................................................48

   5.1.      Guaranty............................................................................................48
   5.2.      Maximum Guaranty Liability..........................................................................49
   5.3.      Contribution........................................................................................50
   5.4.      Guaranty Unconditional..............................................................................50
   5.5.      Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.........................51
   5.6.      Waiver..............................................................................................51
   5.7.      Waiver of Reimbursement, Subrogation, Etc...........................................................51
   5.8.      Stay of Acceleration................................................................................51
   5.9.      Subordination of Indebtedness.......................................................................52

ARTICLE 6

CONDITIONS PRECEDENT.............................................................................................52

   6.1.      Conditions Precedent to Initial Loans and Letters of Credit:........................................52
   6.2.      Conditions Precedent to All Loans and Letters of Credit.............................................56

ARTICLE 7

REPRESENTATIONS AND WARRANTIES...................................................................................57

   7.1.      Existence and Power.................................................................................58
   7.2.      Authorization and Enforceability of Obligations.....................................................58
   7.3.      No Consents.........................................................................................58
   7.4.      No Conflict.........................................................................................58
   7.5.      Financial Statements................................................................................59
   7.6.      Absence of Litigation...............................................................................59
   7.7.      No Default..........................................................................................60
   7.8.      Security Documents..................................................................................60
   7.9.      Taxes...............................................................................................60
   7.10.     No Burdensome Restrictions..........................................................................60
   7.11.     Judgments...........................................................................................60
   7.12.     Subsidiaries........................................................................................60
   7.13.     ERISA...............................................................................................60
   7.14.     Margin Securities...................................................................................61
   7.15.     Investment Company Act..............................................................................61
</TABLE>


                                     -ii-
<PAGE>

<TABLE>
<S>          <C>                                                                                                 <C>
   7.16.    Indebtedness and Contingent Obligations..............................................................61
   7.17.    Business Locations and Trade Names...................................................................61
   7.18.    Title to Assets......................................................................................61
   7.19.    Labor Matters........................................................................................61
   7.20.    Business.............................................................................................62
   7.21.    Compliance with Laws.................................................................................62
   7.22.    Governmental Authorizations; Permits, Licenses and Accreditation; Other Rights.......................62
   7.23.    No Material Adverse Change...........................................................................63
   7.24.    Environmental Matters................................................................................63
   7.25.    No Misstatements.....................................................................................63
   7.26.    Eligible Accounts and Eligible Inventory.............................................................64

ARTICLE 8

AFFIRMATIVE COVENANTS............................................................................................64

   8.1.     Financial Statements.................................................................................64
   8.2.     Certificates and Other Information...................................................................65
   8.3.     Provision of Notices.................................................................................67
   8.4.     Payment of Obligations and Performance of Covenants..................................................68
   8.5.     Payment of Taxes.....................................................................................68
   8.6.     Conduct of Business and Maintenance of Existence.....................................................68
   8.7.     Compliance with Law..................................................................................69
   8.8.     Maintenance of Properties and Franchises.............................................................69
   8.9.     Insurance............................................................................................69
   8.10.    Use of Proceeds......................................................................................70
   8.11.    Books and Records....................................................................................70
   8.12.    Inspection...........................................................................................70
   8.13.    Compliance With Environmental Laws, Etc..............................................................70
   8.14.    Environmental Monitoring.............................................................................71
   8.15.    Maintenance of Licenses, Permits, Approvals, Etc.....................................................71
   8.16.    Intercompany Indebtedness; Pledged Notes.............................................................71
   8.17.    Compliance with Margin Regulations...................................................................71
   8.18.    Further Assurances...................................................................................71
   8.19.    Creation of Subsidiaries.............................................................................71
   8.20.    Post-Closing Matters.................................................................................72

ARTICLE 9

NEGATIVE COVENANTS...............................................................................................72

   9.1.     Indebtedness.........................................................................................72
   9.2.     Liens................................................................................................74
   9.3.     Sale or Transfer of Assets...........................................................................75
   9.4.     Investments..........................................................................................75
   9.5.     Restricted Payments:.................................................................................76
   9.6.     Issuance of Stock....................................................................................77
</TABLE>


                                     -iii-
<PAGE>

<TABLE>
<S>          <C>                                                                                                 <C>
   9.7.      Hedging Agreements..................................................................................77
   9.8.      Fundamental Changes.................................................................................77
   9.9.      Transactions With Affiliates........................................................................78
   9.10.     Agreements Restricting the Borrower, the Guarantors and their Subsidiaries..........................78
   9.11.     ERISA...............................................................................................78
   9.12.     Adverse Transactions................................................................................79
   9.13.     Management Fees.....................................................................................79
   9.14.     Subordinated Indebtedness...........................................................................79

ARTICLE 10

FINANCIAL COVENANTS..............................................................................................79

   10.1.     Total Indebtedness to EBITDAM Ratio.................................................................79
   10.2.     Fixed Charge Coverage Ratio.........................................................................79
   10.3.     Minimum Tangible Net Worth..........................................................................80

ARTICLE 11

EVENTS OF DEFAULT AND LENDERS' REMEDIES..........................................................................80

   11.1.     Events of Default...................................................................................80
   11.2.     Lenders' Remedies...................................................................................82
   11.3.     Actions in Respect of Letters of Credit.............................................................83

ARTICLE 12

THE ADMINISTRATIVE AGENT.........................................................................................86

   12.1.     Appointment.........................................................................................86
   12.2.     Delegation of Duties................................................................................86
   12.3.     Limitation of Liability.............................................................................86
   12.4.     Reliance by the Administrative Agent................................................................87
   12.5.     Notice of Default; Action by Administrative Agent...................................................87
   12.6.     Non-Reliance on the Administrative Agent by the Other Lenders.......................................88
   12.7.     Indemnification.....................................................................................88
   12.8.     Payments............................................................................................89
   12.9.     Administrative Agent in Its Individual Capacity.....................................................89
   12.10.    Successor Administrative Agent......................................................................89

ARTICLE 13

ASSIGNMENTS AND PARTICIPATIONS...................................................................................90

   13.1.     Successors and Assigns..............................................................................90
   13.2.     Assignments.........................................................................................90
   13.3.     Participations......................................................................................91
   13.4.     Disclosure..........................................................................................91
</TABLE>


                                     -iv-
<PAGE>

<TABLE>
<S>          <C>                                                                                                <C>
ARTICLE 14

GENERAL PROVISIONS...............................................................................................92

   14.1.     Notices.............................................................................................92
   14.2.     Entire Agreement....................................................................................94
   14.3.     Amendments, Waivers and Consents....................................................................94
   14.4.     Independence of Covenants...........................................................................96
   14.5.     Interpretation......................................................................................96
   14.6.     Inconsistencies With Other Documents................................................................96
   14.7.     Severability........................................................................................96
   14.8.     Governing Law.......................................................................................97
   14.9.     Consent to Jurisdiction and Venue...................................................................97
   14.10.    WAIVER OF JURY TRIAL................................................................................97
   14.11.    Cumulative Remedies.................................................................................98
   14.12.    Expenses of Administration and Enforcement..........................................................98
   14.13.    Indemnification.....................................................................................98
   14.14.    Adjustment..........................................................................................99
   14.15.    Setoff..............................................................................................99
   14.16.    Other Accommodations to the Borrower and the Guarantors; No Rights By Virtue of
             Cross-Collateralization............................................................................100
   14.17.    Survival of Representations and Warranties.........................................................101
   14.18.    Relationship of the Parties........................................................................101
   14.19.    Destruction of Records.............................................................................101
   14.20.    Execution in Counterparts; Effectiveness...........................................................101
   14.21.    Interest and Loan Charges Not to Exceed Maximum Amounts Allowed by Law.............................102
   14.22.    FINAL AGREEMENT....................................................................................103
Schedules.......................................................................................................111
Exhibits........................................................................................................111
</TABLE>


                                      -v-
<PAGE>

                             THIRD MODIFICATION OF
                     AMENDED AND RESTATED CREDIT AGREEMENT

         THIS THIRD MODIFICATION OF AMENDED AND RESTATED CREDIT AGREEMENT (this
"Agreement"), dated as of September 30, 2002, is made and entered into on the
terms and conditions hereinafter set forth, by and among CTI MOLECULAR IMAGING,
INC., a Delaware corporation (the "Borrower"), all Subsidiaries of the Borrower
now or hereafter becoming parties to this Agreement (collectively, the
"Guarantors" and, individually, a "Guarantor"), those several lenders who are
or become parties to this Agreement (collectively, the "Lenders" and,
individually, a "Lender"), SUNTRUST BANK, a Georgia state bank ("SunTrust"), as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent") as Lender, and as Issuing Bank.

                                   RECITALS:

         WHEREAS, CTI, Inc., a Tennessee corporation, as Borrower ("CTI"), all
Subsidiaries of CTI as Guarantors, (the "March, 2002 Guarantors"), those
several lenders who are or became parties to the Amended and Restated Credit
Agreement as Lenders (the "March, 2002 Lenders"), SunTrust Bank as
administrative agent for the Lenders, as Lender, and as Issuing Bank, have
entered into an Amended and Restated Credit Agreement dated as of March 14,
2002 (the "Credit Agreement"); and

         WHEREAS, pursuant to Section 2.1.2 of the Credit Agreement, the
parties agreed that CTI may request an increase in the Facilities to a maximum
of $125,000,000, subject to the approval of the March, 2002 Lenders, and that,
in the event the Facilities are not increased to $125,000,000 by increases in
the existing Commitments of the March, 2002 Lenders, CTI may offer any
remaining commitment availability to a new Lender or Lenders, acceptable to CTI
as Borrower and the Administrative Agent; and

         WHEREAS, CTI, the March 2002 Guarantors, the March, 2002 Lenders and
SunTrust as Administrative Agent and Issuing Bank have entered into a First
Modification of Amended and Restated Credit Agreement, dated as of April 4,
2002, (the "First Modification"); and

         WHEREAS, on April 5, 2002, CTI filed a Form S-1 Registration Statement
with the Securities and Exchange Commission in connection with a proposed
initial public offering of common stock of CTI (the "IPO"). In connection with
the IPO, CTI determined that it was in CTI's best interest to enter into a
merger with the Borrower as New Borrower, with the Borrower being the surviving
Person of such merger; and

         WHEREAS, the Borrower, the March 2002 Guarantors, and SunTrust as
Administrative Agent for the March, 2002 Lenders and as Issuing Bank have
entered into a Second Modification of Amended and Restated Credit Agreement,
dated as of May 31, 2002, (the "Second Modification"), in which the Borrower,
as New Borrower, assumed all of the Obligations of CTI under the Credit
Agreement; and


<PAGE>

         WHEREAS, pursuant to Section 2.1.2 of the Credit Agreement, the
Borrower has requested an increase in the Facilities to a maximum of
$125,000,000, and has offered a portion of the new commitment availability to
the New Lenders (as hereafter defined); and

         WHEREAS, the total amount of the commitment of $125,000,000 has been
apportioned between the Lenders as shown on the signature pages of the Lenders
attached hereto; and

         WHEREAS, the parties have agreed, for ease of reference and to provide
to the New Lenders with a full and complete Agreement, to fully restate the
Credit Agreement herein as the Third Modification of Amended and Restated
Credit Agreement;

         NOW, THEREFORE, in consideration of the foregoing, the agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                      THE PARTIES HERETO AGREE AS FOLLOWS:

                                   ARTICLE 1

                         DEFINITIONS, ACCOUNTING TERMS
                         AND PRINCIPLES OF CONSTRUCTION

         1.1.     Defined Terms. In addition to terms defined elsewhere herein,
the following terms, as used in this Agreement, shall have the respective
meanings set forth below (terms defined in the singular to have the same
meaning when used in the plural, and vice versa, unless otherwise expressly
indicated):

         "ACT" shall mean Advanced Crystal Technology, Inc. (ACT, Inc.), a
Tennessee corporation and Subsidiary of the Borrower.

         "ACT Assets" shall mean all of the real property of ACT upon which the
Administrative Agent has a first priority lien, and all improvements and
fixtures attached thereto, located in Blount County, Tennessee.

         "Administrative Agent" shall mean SunTrust or such successor
Administrative Agent as may be appointed by the Lenders pursuant to Section
12.1.

         "Affiliate" shall mean, as to any Person, (a) any other Person
directly or indirectly controlling (including all directors, officers and
employees of such Person), directly or indirectly controlled by or under direct
or indirect common control with such Person, and (b) any other Person related
to such Person by affinity or consanguinity within the third degree as
determined by the common law, or any Person in a step or adoptive relationship
with such Person within such third degree.


                                      -2-
<PAGE>

         "Applicable Bankruptcy Law" shall mean, with respect to any Guarantor,
Title 11 of the United States Code, and any other laws governing bankruptcy,
suspension of payments, reorganization, arrangement, adjustment of debts,
relief of debtors, dissolution or insolvency and any other similar laws
applicable to such Guarantor.

         "Applicable Base Rate Margin" shall mean the annual rate of interest
to be added to the Base Rate in calculating interest on Base Rate Loans, and
shall be determined based in the schedules set forth in Section 2.14 hereof.

         "Applicable Commitment Fee Percentage" shall mean the percentage to be
used to calculate Commitment Fees from time to time, which shall be determined
as provided in Section 2.14.

         "Applicable Letter of Credit Fee Percentage" shall mean the annualized
percentage to be used to calculate Letter of Credit Fees from time to time,
which shall be determined as provided in Section 2.15.

         "Applicable LIBOR Margin" shall mean the annual rate of interest to be
added to the LIBOR Rate in calculating interest payable on LIBOR Loans, and
shall be determined based on the schedules set forth in Section 2.14 hereof.

         "Asset Acquisition" shall mean (a) any Investment by the Borrower or
any Guarantor in any other Person pursuant to which such Person shall become a
Subsidiary of the Borrower or any Guarantor or shall be merged with the
Borrower or any Guarantor or (b) any acquisition by the Borrower or any
Guarantor of the assets of any Person that constitute substantially all of an
operating unit or business of such Person.

         "Assignment and Acceptance" shall mean an assignment and acceptance,
substantially in the form of Exhibit 13.2, between a transferor Lender and a
proposed transferee, regarding the sale, assignment, transfer or other
disposition (other than the sale of a participation) of all or any amount of
the Commitments, Revolving Loans and participations in the Letters of Credit of
such Lender.

         "Base Rate" shall mean the higher of (i) the rate which SunTrust
announces from time to time as its prime lending rate, as in effect from time
to time, or (ii) the Federal Funds rate, as in effect from time to time, plus
one-half of one percent (1/2%) per annum (any changes in such rates to be
effective as of the date of any change in such rate). The SunTrust prime
lending rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer. SunTrust may make commercial
loans or other loans at rates of interest at, above, or below the SunTrust
prime lending rate.

         "Base Rate Loans" shall mean Revolving Loans bearing interest at rates
determined by reference to the Base Rate.

         "Borrower and its Subsidiaries" shall mean the Borrower and every
Subsidiary of the Borrower.


                                      -3-
<PAGE>

         "Borrowing" shall mean a borrowing consisting of (1) Revolving Loans
made to the Borrower on the same day by the Lenders ratably according to their
respective Revolving Credit Commitments pursuant to the provisions of Section
2.2, and (2) a Swingline Loan made to the Borrower by the Swingline Lender
according to the Swingline Commitment pursuant to the provisions of Section
2.3.

         "Borrowing Base" shall mean the borrowing base amount described in
Section 2.1.4.

         "Borrowing Base Certificate" shall mean the Borrowing Base certificate
of the Borrower in the form of the attached Exhibit 2.1.4.

         "Business Day" shall mean any day on which SunTrust's Tennessee
offices are open to conduct SunTrust's general banking business and on which
the Federal Reserve System is open to conduct the business conducted by it;
provided that for purposes of provisions of this Agreement relating to LIBOR
Loans, "Business Day" shall include only those days that meet the foregoing
requirements and on which trading in Dollar deposits is conducted in the London
interbank Eurodollar market.

         "Capital Expenditures" shall mean, as to any Person for any period,
the aggregate capital expenditures recorded by such Person and its Subsidiaries
on a consolidated basis in conformity with GAAP, including charges in respect
of Capitalized Lease Obligations exclusive of imputed interest on such
Capitalized Lease Obligations; provided, however, that for purposes of
determining Capital Expenditures for the Borrower and the Guarantors, there
shall be excluded therefrom any Capital Expenditures attributable solely to the
making of Permitted Acquisitions.

         "Capitalized Lease" shall mean, as to any Person, any lease of
property by such Person as lessee that would be capitalized on a balance sheet
of such Person prepared in conformity with GAAP.

         "Capitalized Lease Obligations" shall mean, as to any Person, the
capitalized amount of the obligations of such Person and its Subsidiaries under
all Capitalized Leases.

         "Cash Equivalents" shall mean, at any time,

                  (a)      certificates of deposit or time deposits having a
         maturity not exceeding ninety (90) days, and demand deposits, that are
         fully insured by the Federal Deposit Insurance Corporation and that
         are maintained with financial institutions organized and existing
         under, or chartered or otherwise qualified to do business under, the
         laws of the United States of America or any State thereof or the
         District of Columbia;

                  (b)      Government Obligations having a maturity not
         exceeding ninety (90) days;

                  (c)      commercial paper rated at least A-1 by S&P or P-1 by
         Moody's, having a maturity not exceeding ninety (90) days;


                                      -4-
<PAGE>

                  (d)      certificates of deposit or time deposits maintained
         with (i) the Lenders or (ii) other financial institutions having
         capital and undivided surplus of at least $100 million and issuing
         commercial paper rated as described in the preceding clause (c) and
         organized and existing under, or chartered or otherwise qualified to
         do business under, the laws of the United States of America or any
         State thereof or the District of Columbia, having a maturity not
         exceeding ninety (90) days;

                  (e)      repurchase agreements or investment contracts having
         a maturity not exceeding ninety (90) days with a financial institution
         insured by the Federal Deposit Insurance Corporation, or any broker or
         dealer (as defined in the Securities Exchange Act of 1934) that is a
         dealer in government bonds and that is recognized by trades with and
         reports to, a Federal Reserve Bank as a primary dealer in government
         securities; provided that in any case (i) collateral is pledged for
         the repurchase agreement or investment contract, which collateral
         consists of (A) Government Obligations or evidences of ownership of
         proportionate interests in future interest and principal payments on
         Government Obligations held by a financial institution as custodian,
         under which the owner of the investment is the real party in interest
         and has the right to proceed directly and individually against the
         obligor on such obligations, and which underlying obligations are held
         in a segregated account and not available to satisfy any claim of the
         custodian or any person claiming through the custodian or to whom the
         custodian may be obligated or (B) evidences of indebtedness issued by
         any of the following: Bank of Cooperatives, Export-Import Bank of the
         United States, Farmers Home Administration, Federal Financing Bank,
         Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation
         (including participation certificates), Federal Housing
         Administration, Federal Farm Credit Banks, Federal National Mortgage
         Association, Government National Mortgage Association, Inter-American
         Development Bank, International Bank for Reconstruction and
         Development, Small Business Administration or any other agency or
         instrumentality of the United States of America created by an act of
         Congress that is substantially similar to the foregoing in its legal
         relationship to the United States of America, (ii) the current market
         value of the collateral securing the repurchase agreement or
         investment contract is at least equal to the amount of the repurchase
         agreement or investment contract and (iii) the current market value of
         the collateral is determined not less frequently than monthly;

                  (f)      investments in money market funds substantially all
         of whose assets consist of securities of the types described in the
         foregoing clauses (b) through (e);

                  (g)      investments in obligations the return with respect
         to which is excludable from gross income under Section 103 of the
         Code, having a maturity of not more than six (6) months or providing
         the holder the right to put such obligations for purchase at par upon
         not more than twenty-eight (28) days' notice, and which are rated at
         least A-1 by S&P or P-1 by Moody's;

                  (h)      investments in tax free money market funds all of
         whose assets consist of securities of the types described in the
         foregoing clause (g); and


                                      -5-
<PAGE>

                  (i)      investments, redeemable upon not more than seven (7)
         days' notice, in money market preferred municipal bond funds that are
         rated at least AAA by S&P or Aaa by Moody's.

         "Change in Control" shall mean the occurrence of one or more of the
following events: (a) any sale, lease, exchange or other transfer (in a single
transaction or series of related transactions) of all or substantially all of
the assets of the Borrower or any Guarantor to any Person or "group" (within
the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder in effect on the date hereof,
specifically Regulation 13d-1), (b) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or "group" (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder in effect on the date hereof) of 30% or more
of the outstanding shares of the voting stock of the Borrower or any Guarantor;
or (c) occupation of a majority of the seats (other than vacant seats) on the
board of directors of the Borrower or any Guarantor by Persons who were neither
(i) nominated by the current board of directors or (ii) appointed by directors
so nominated; provided, however, that it shall not be deemed a Change in
Control for Siemens Medical Systems, Inc. to purchase additional shares of CPS
pursuant to the terms of the Siemens Joint Venture Agreement or, in the
alternative, for Siemens Medical Systems, Inc. to exchange its shares or rights
to purchase any shares of CPS stock for stock in the Borrower, with such
interest in the Borrower to constitute a minority interest.

         "Code" shall mean the Internal Revenue Code of 1986.

         "Collateral" shall mean all property and interests in property,
presently owned or hereafter acquired or presently existing or hereafter
created by the Borrower or the Guarantors, including any and all proceeds
thereof, in which a security interest is now or hereinafter granted in favor of
the Administrative Agent for the ratable benefit of the Lenders, whether under
this Agreement or any other Loan Document; provided, however, that all real
property of the Borrower encumbered with an existing mortgage, as of the date
of this Agreement, is excluded; and provided further that the property and
interests of CPS are limited to the inventory and accounts receivable and all
proceeds therefrom of CPS.

         "Collateral Account" shall mean the Collateral Account described in
Section 11.3.1.

         "Commission" shall mean the Securities and Exchange Commission or any
successor entity.

         "Commitment Fees" shall have the meaning given such term in Section
2.12.4.

         "Commitment Period" shall mean that period commencing on the date
hereof and continuing to, but not including, the Maturity Date.

         "Commitments" shall mean the Revolving Credit Commitments and the
Letter of Credit Commitments, which collectively are in the aggregate amount
set forth in Section 2.1 and in the


                                      -6-
<PAGE>

case of each Lender are in the initial amount set forth with such Lender's
signature on this Agreement or the Assignment and Acceptance pursuant to which
such Lender became a party hereto.

         "Commonly Controlled Entity" shall mean a Person that is under common
control with the Borrower within the meaning of subsection 414(b), (c), (m),
(n) or (o) of the Code.

         "Consolidated Net Income" shall mean, for the Borrower and the
Guarantors on a consolidated basis for any period, the net income (or loss)
after taxes of the Borrower and the Guarantors on a consolidated basis for such
period taken as a single accounting period, determined in conformity with GAAP,
subject to customary exclusions with respect to extraordinary and nonrecurring
items.

         "Contingent Obligations" shall mean, as to any Person, any contingent
obligation calculated in conformity with GAAP, and in any event shall include
(without duplication) all indebtedness, obligations or other liabilities of
such Person guaranteeing or in effect guaranteeing the payment or performance
of any indebtedness, obligation or other liability, whether or not contingent
(collectively, the "primary obligations"), of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including any
indebtedness, obligation or other liability of such Person, (a) to purchase any
such primary obligation or any property constituting direct or indirect
security therefor, (b) to advance or supply funds (i) for the purchase or
payment of any such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation, or (d) otherwise to assure or hold harmless the owner of
such primary obligation against loss with respect thereto.

         "Contractual Obligations" shall mean, as to any Person, any and all
indebtedness, obligations or other liabilities of such Person, now existing or
hereafter arising, whether due or not due, absolute or contingent, liquidated
or unliquidated, direct or indirect, express or implied, individually or
jointly with others, pursuant to the provisions of any document, instrument or
agreement to which such Person is a party or by which such Person or any of its
property is or may be bound or affected or pursuant to the provisions of any
security issued by such Person.

         "CPS" shall mean CTI PET Systems, Inc., a Tennessee corporation and
Subsidiary of the Borrower and a Guarantor under this Credit Agreement.

         "CPS Borrowing Base" shall mean the Borrowing Base for CPS that equals
the lesser of the following two totals:

         (1)      Collateral Value. The sum of: (a) 85% of Eligible Accounts of
                  CPS, plus (b) 55% of Eligible Inventory of CPS (not to exceed
                  50% of the total Borrowing Base); or

         (2)      $55,000,000.00.


                                      -7-
<PAGE>

         "Credit Fees" shall mean the credit fees payable as provided in
Section 2.12.

         "CSI" shall mean CTI Services, Inc., a Tennessee corporation and
Subsidiary of the Borrower and a Guarantor under this Credit Agreement.

         "CTIMI and Subsidiary Borrowing Base" shall mean the Borrowing Base
for the Borrower and all of its Subsidiaries, other than PETNet and CPS, that
equals:

                  The sum of: (a) 85% of Eligible Accounts for the Borrower and
                  its Subsidiaries other than PETNet and CPS; plus (b) 55% of
                  Eligible Inventory for the Borrower and its Subsidiaries
                  other than PETNet and CPS, (not to exceed 50% of the total
                  Borrowing Base); plus (c) 60% of the Fixed Assets of the
                  Borrower and its Subsidiaries other than PETNet and CPS,
                  which Fixed Assets are free and clear of all liens,
                  encumbrances and security interests; or

         "CTI GmbH" shall mean CTI GmbH, a German corporation and subsidiary of
the Borrower under this Credit Agreement.

         "Default" shall mean any of the events specified in Section 11.1,
regardless of whether any requirement for the giving of notice (and if
applicable, an opportunity to cure), the lapse of time or both has been
satisfied.

         "Default Rate" shall mean the rate(s) per annum applicable to Loans
from time to time, plus two percentage points (2.00%); provided, however, that
in no event shall any Default Rate exceed the Highest Lawful Rate.

         "Dollars" and "$" shall mean lawful money of the United States of
America.

         "EBITDA" shall mean, for the Borrower and the Guarantors for any
period, an amount equal to the sum of (a) Net Income for such period plus (b)
to the extent deducted in determining Net Income for such period, (i) Interest
Expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) all
other non-cash charges, determined on a consolidated basis in accordance with
GAAP in each case for such period, and less (v) all other non-cash gains,
determined on a consolidated basis in accordance with GAAP in each for such
period.

         "EBITDAM" shall mean, for the Borrower and the Guarantors for any
period, an amount equal to the sum of (a) EBITDA and (b) Minority Interest
Expense.

         "Eligible Accounts" shall mean accounts of the Borrower and the
Guarantors in which the Administrative Agent, for the benefit of itself, the
Lenders and the Issuing Bank, has been granted, a first and prior perfected
security interest, excluding, however (a) all accounts that have been
outstanding for more than ninety (90) days after the dates of the corresponding
invoices, (b) all accounts owing from any account debtor that is not located
within the United States of America, the District of Columbia or Canada, in
excess of $10,000,000, (c) all returns, allowances, discounts, and credits, (d)
contra items to the extent of the amount of the


                                      -8-
<PAGE>

corresponding payable(s), (e) all amounts owed from employees, officers,
shareholders, directors or affiliates and all intra-company items, (f) any
accounts evidenced by instruments or chattel paper that have not been endorsed
and delivered to the Administrative Agent, and (g) all other items that the
Administrative Agent reasonably determines to be ineligible, and with such
adjustments thereto as the Administrative Agent reasonably determines to be
appropriate.

         "Eligible Inventory" shall mean inventory of the Borrower and the
Guarantors in which the Administrative Agent, for the benefit of itself, the
Lenders and the Issuing Bank, has been granted, or has been granted the right
to, a first and prior perfected security interest, valued at the lesser of cost
or market, excluding, however (a) items that are out-of-date, obsolete or
otherwise unmarketable, (b) all inventory that is owned by a Guarantor that is
not organized under the laws of a state of the United States of America, the
District of Columbia, or Canada and all inventory that is owned by the Borrower
or any Guarantor and is not physically located within the United States of
America, District of Columbia, or Canada where the aggregate value of the
inventory exceeds $10,000,000, and (c) all other items that the Administrative
Agent reasonably determines to be ineligible, and with such adjustments thereto
as the Administrative Agent reasonably determines to be appropriate.

         "Environmental Laws" shall mean all federal, state, regional, county
or local laws, statutes, rules, regulations or ordinances, now or hereafter in
effect, relating to the generation, recycling, use, reuse, sale, storage,
handling, transport, treatment or disposal of Hazardous Materials, including
the Comprehensive Environmental Response Compensation Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986, 42
U.S.C. ss. 9601 et seq., the Resource Conservation and Recovery Act of 1976, as
amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. ss. 6901
et seq., the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. ss. 1801, et seq., the Clean
Air Act, 42 U.S.C. ss. 7401 et seq., the Clean Water Act of 1977, 33
U.S.C. ss. 1251 et seq., the Tennessee Hazardous Waste Management Act of 1977,
Tenn. Code Ann. ss. 68-212-101 et seq., the Tennessee Hazardous Waste Management
Act of 1983, Tenn. Code Ann. ss. 68-212-201 et seq., and any rules, regulations
and guidance documents promulgated or published thereunder, and any state,
regional, county or local statute, law, rule, regulation or ordinance now or
hereafter in effect that relates to public health or safety, to the discharge,
emission or disposal of Hazardous Materials in or to air, water, land or
groundwater, to the withdrawal or use of groundwater, to the use, handling or
disposal of asbestos, polychlorinated biphenyls, petroleum, petroleum
derivatives or by-products, other hydrocarbons or urea formaldehyde, to the
treatment, storage, disposal or management of Hazardous Materials, to exposure
to Hazardous Materials or to the transportation, storage, disposal, management
or release of gaseous or liquid substances, and any regulation, order,
injunction, judgment, declaration, notice or demand issued thereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974.

         "Event of Default" shall mean any of the events specified in Section
11.1, provided that any requirement for the giving of notice (and if
applicable, an opportunity to cure), the lapse of time or both has been
satisfied.


                                      -9-
<PAGE>

         "Existing Lenders" shall mean Bank of America, N.A., Fifth Third Bank,
National City Bank of Kentucky, and SunTrust as Lenders under the Amended and
Restated Credit Agreement, dated as of March 14, 2002, among CTI, Inc. as
Borrower, the Guarantors, Bank of America, N.A., Fifth Third Bank, National
City Bank of Kentucky, and SunTrust Bank as Administrative Agent and Issuing
Bank.

         "Existing Liens" shall mean those certain Liens in existence as of
March 14, 2002 that are described on Schedules 7.16A and 7.16B.

         "Facilities" shall mean the Revolving Credit Facility, the Swingline
Facility and the Letter of Credit Facility.

         "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate per annum equal, for each day during such period, to the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published for
each day (or, if such day is not a Business Day, for the immediately preceding
Business Day) by the Federal Reserve Bank of New York.

         "Financing Statement" shall mean any Uniform Commercial Code financing
statement relating to the security interests that are the subject of this
Agreement or any other Loan Document.

         "First Pricing Tier Determination Date" shall mean the first Pricing
Tier Determination Date occurring after delivery to the Administrative Agent
and the Lenders of the financial statements, financial reports, certificates
and other financial information required by Section 8.1.1 for the 2001 Fiscal
Year.

         "Fiscal Quarter" shall mean each of the accounting periods of
approximately three (3) months ending on March 31, June 30, September 30 and
December 31, respectively, of each year.

         "Fiscal Year" shall mean the twelve (12) month period ending on
September 30 of each year.

         "Fitch" shall mean Fitch Ratings and its successors.

         "Fixed Assets" shall be determined both as to classification of items
and amounts in conformance with GAAP.

         "Fixed Charge Coverage Ratio" shall mean, for the Borrower and the
Guarantors on a consolidated basis, calculated as of any date of determination
for the Last Four Fiscal Quarters, the ratio of (a) EBITDAM to (b) Fixed
Charges.

         "Fixed Charges" shall mean the for the Borrower and the Guarantors for
any period, the sum (without duplication) of (a) Interest Expense for such
period, (b) scheduled principal payments made on Total Indebtedness during such
period, provided that the balloon payment on


                                     -10-
<PAGE>

the existing construction loan in the principal amount of $7,900,000 as
outlined in Exhibit 7.16A hereof, shall be excluded, and (c) Lease Expense for
such period.

         "Funding Date" shall mean each of the respective dates on which the
funding of a Borrowing made under this Agreement occurs.

         "GAAP" shall mean generally accepted accounting principles in the
United States of America in effect from time to time.

         "Government Obligations" shall mean direct obligations of the United
States of America or obligations for the full and prompt payment of which the
full faith and credit of the United States of America are pledged.

         "Governmental Authority" shall mean any nation, province, state or
other political subdivision thereof and any government or any natural person or
entity exercising executive, legislative, regulatory or administrative
functions of or pertaining to government.

         "Guaranteed Obligations" shall mean all the Obligations of the
Borrower guaranteed by the Guarantors pursuant to Article 5.

         "Guarantor" shall mean each Subsidiary of the Borrower that has become
a party to this Agreement as a Guarantor by executing this Agreement or a
Supplement to Credit Agreement in the form of Exhibit 1.1, has become a party
to the Security Agreement by executing the Security Agreement or a Supplement
to Security Agreement in the form of Exhibit A thereto, and has delivered to
the Administrative Agent, for the ratable benefit of the Lenders, (1) all
certificates and other instruments or documents evidencing capital stock or
other ownership interests of such Guarantor in any other Subsidiaries of the
Borrower, accompanied by stock powers endorsed in blank or the equivalent, and
(2) all promissory notes and other instruments evidencing intercompany
Indebtedness owed by such Guarantor to the Borrower, endorsed to the order of
the Administrative Agent.

         "Guaranty" shall mean the guaranty of the Obligations of the Borrower
set forth in Article 5.

         "Hazardous Materials" shall mean gasoline, motor oil, fuel oil, waste
oil, other petroleum or petroleum-based products, asbestos, polychlorinated
biphenyls, medical and infectious wastes and any chemical, material or
substance to which exposure is prohibited, limited or regulated by any federal,
state, county, local or regional authority or which, even if not so regulated,
is known to pose a hazard to health and safety, including but not limited to
substances and materials defined or designated as "hazardous substances",
"hazardous wastes", "pollutants", "contaminants", "hazardous materials" or
"toxic substances" under any Environmental Law.

         "Highest Lawful Rate" shall mean, with respect to each Lender, the
maximum nonusurious interest rate, if any, that at any time or from time to
time may be contracted for, taken, reserved, charged or received on debts
outstanding hereunder or under the Notes, as the case may be, under the laws
applicable to such Lender that are presently in effect or, to the extent


                                     -11-
<PAGE>

allowed by law, under such applicable laws that may hereafter be in effect and
that allow a higher maximum nonusurious interest rate than applicable laws now
allow.

         "Indebtedness" of any Person shall mean, without duplication, (i)
obligations of such Person for borrowed money, (ii) obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations of such Person in respect of the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course
of business on terms customary in the trade), (iv) obligations of such Person
under any conditional sale or other title retention agreement(s) relating to
property acquired by such Person, (v) Capitalized Lease Obligations of such
Person, (vi) obligations, contingent or otherwise, of such Person in respect of
letters of credit, acceptances or similar extensions of credit, including
letters of credit under the Letter of Credit Facility, (vii) guaranties by such
Person of the type of indebtedness described in clauses (i) through (v) above,
and (viii) all indebtedness of a third party secured by any lien on property
owned by such Person, whether or not such indebtedness has been assumed by such
Person, (ix) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value of any common stock or
such Person, (x) off-balance sheet liability retained in connection with asset
securitization programs, synthetic leases, sale and leaseback transactions or
other similar obligations arising with respect to any other transaction which
is the functional equivalent of or takes the place of borrowing but which does
not constitute a liability on the consolidated balance sheet of such Person and
its subsidiaries, (xi) obligations under any interest rate hedge agreement or
foreign exchange agreement, and (xii) indebtedness of joint ventures in which
any such Person is a member in an amount equal to the portion of the
indebtedness for which such Person is legally responsible.

         "Interest Expense" shall mean, for the Borrower and its Subsidiaries
for any period determined on a consolidated basis in accordance with GAAP, the
sum of (i) total cash interest expense, including without limitation the
interest component or any payments in respect of capital leases capitalized or
expenses during such period (whether or not actually paid during such period)
plus (ii) the net amount payable (or minus the net amount receivable) under
hedging agreements during such period (whether or not actually paid or received
during such period).

         "Interest Payment Date" shall mean, (a) with respect to any Swingline
Loan, the last day of each Fiscal Quarter, payable in arrears, and commencing
in the first such date after the Applicable Funding Date, (b) with respect to
any Base Rate Loan, on the last day of each Fiscal Quarter, payable in arrears,
and, commencing on the first such date after the applicable Funding Date, (c)
with respect to LIBOR Loans of one (1), two (2) or three (3) months, the last
day of the Interest Period applicable to such LIBOR Loan, and (d) with respect
to LIBOR Loans extended for an Interest Period in excess of three (3) months,
on the last day of each three-month period prior to the expiration of the
Interest Period.

         "Interest Period" shall mean with respect to LIBOR loan, the period of
1, 2, 3 or 6 months selected by the Borrower pursuant to the terms of the
Facilities and subject to customary adjustments in duration.


                                     -12-
<PAGE>

         "Interest Rate Determination Date" shall mean each date for
calculating LIBOR for purposes of determining the interest rate in respect of
an Interest Period, which in each case shall be the second (2d) Business Day
prior to the first (1st) day of the corresponding Interest Period.

         "Investment" shall mean the making of any loan, advance, extension of
credit or capital contribution to, or the acquisition of any stock, bonds,
notes, debentures or other obligations or securities of, or the acquisition of
any other interest in or the making of any other investment in, any Person.

         "Issuing Bank" shall mean SunTrust and any other financial institution
that, subject to approval by the Administrative Agent and the Borrower, agrees
to become a party to this Agreement and to issue Letters of Credit pursuant to
Section 2.4.

         "Last Four Fiscal Quarters" shall mean, as of any date of
determination, the Fiscal Quarter ending on such date or otherwise then most
recently ended plus the immediately preceding three Fiscal Quarters.

         "Lease Expense" shall mean, for any period, the aggregate amount of
fixed and contingent rentals payable by the Borrower and its Subsidiaries with
respect to leases and real and personal property (excluding capital leases)
determined on a consolidated basis in accordance with GAAP for such period.

         "Lender" or "Lenders" shall mean individually or collectively, as
applicable, those several lenders who are or become parties to this Agreement,
including the Existing Lenders and the New Lenders.

         "Lending Office" shall mean with respect to any Lender or the
Administrative Agent, the office of each such Lender or the Administrative
Agent at the address specified on the signature pages hereto or in the
Assignment and Acceptance pursuant to which it became a Lender, or such other
office as any such Lender from time to time may specify to the Borrower and the
Administrative Agent.

         "Letter of Credit Commitments" shall mean, at any time, (a) the
commitment of the Issuing Bank to issue Letters of Credit pursuant to the
provisions of Section 2.5, and (b) the aggregate commitments of all the Lenders
to purchase participations in the Letter of Credit Liabilities pursuant to the
provision of Section 2.6; and the "Letter of Credit Commitment" of any Lender
at any time shall mean an amount equal to such Lender's Percentage multiplied
by the then effective aggregate Letter of Credit Commitments under clause (b)
above. The Letter of Credit Commitments are in the aggregate amount set forth
in Section 2.1.

         "Letter of Credit Facility" shall mean the letter of credit facility
provided by the Lenders pursuant to the Letter of Credit Commitments as more
particularly set forth in Section 2.4.

         "Letter of Credit Fees" shall have the meaning given such term in
Section 2.12.5.


                                     -13-
<PAGE>

         "Letter of Credit Liabilities" shall mean all liabilities of the
Borrower to the Issuing Bank in respect of Letters of Credit, regardless of
whether any such liability is contingent, and shall consist of the sum, without
duplication, of (a) the amount available to be drawn or that may become
available to be drawn under outstanding Letters of Credit (including all
amounts committed to be paid by the Issuing Bank thereunder), and (b) all
amounts that have been paid or made available by the Issuing Bank thereunder if
and to the extent the Issuing Bank has not received reimbursement from the
Borrower pursuant to the terms hereof.

         "Letter of Credit Request" shall mean a request substantially in the
form of Exhibit 2.4.2 with respect to the proposed issuance of a Letter of
Credit hereunder.

         "Letter of Credit Supportable Obligations" shall mean (a) obligations
of the Borrower or any Guarantor incurred in the ordinary course of business
with respect to workers' compensation, surety bonds and other similar statutory
obligations, and (b) such other obligations of the Borrower or any Guarantor as
are reasonably acceptable to the Issuing Bank and the Administrative Agent and
otherwise permitted to exist pursuant to the terms of this Agreement.

         "Letters of Credit" shall mean the letters of credit issued by the
Issuing Bank pursuant to the provisions of Section 2.4.

         "LIBOR" shall mean, for an Interest Period, the British Bankers'
Association Interest Settlement Rate for deposits in the U.S. dollars for a
period comparable to the Interest Period appearing on the Telerate Screen Page
3750, as of 11:00 a.m. London time, on the day that is two business days prior
to the Interest Period, times Statutory Reserves. Without limiting the
provisions of Section 2.15.3, in the event that prior to the Maturity Date
TELERATE quotes for LIBOR are discontinued or become unascertainable, the
Administrative Agent may (1) determine LIBOR with reference to the rate per
annum for offered Dollar deposits in the interbank Eurodollar market appearing
on the Reuters Screen LIBOR Page at approximately 11:00 a.m., Eastern time, on
the Interest Rate Determination Date immediately prior to the beginning of the
Interest Period for the corresponding LIBOR Loan, for the number of months
comprised therein and in an amount equal to the amount of such LIBOR Loan to be
outstanding during such Interest Period (and if more than one such rate
appears, the Administrative Agent may use the arithmetic mean of such rates),
or (2) designate any other comparable resource for use in determining LIBOR for
purposes hereof.

         "LIBOR Loans" shall mean Revolving Loans bearing interest at rates
determined by reference to LIBOR.

         "Lien" shall mean, as to any asset, (a) any lien, charge, claim,
mortgage, security interest, pledge, hypothecation or other encumbrance of any
kind with respect to such asset, (b) any interest of a vendor or lessor under
any conditional sale agreement, Capitalized Lease or other title retention
agreement relating to such asset, (c) any reservation, exception, encroachment,
easement, right-of-way, covenant, condition, restriction, lease or other title
exception affecting such asset, or (d) any assignment, deposit, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic


                                     -14-
<PAGE>

effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable law of any jurisdiction).

         "Loan Documents" shall mean this Agreement, the Notes, the Security
Documents, the Letters of Credit and all other documents, instruments and
agreements now or hereafter executed or delivered pursuant hereto or in
connection herewith.

         "Loans" shall mean Revolving Loans, the Letters of Credit and
Swingline Loans.

         "Material Adverse Effect" and "Material Adverse Change" shall mean a
material adverse effect on, or a material adverse change in, (a) the
properties, business, prospects, operations, management or financial condition
of the Borrower and the Guarantors, taken as a whole, or (b) the ability of the
Borrower and the Guarantors, taken as a whole, to perform their obligations
under this Agreement, the Notes and the other Loan Documents.

         "Maturity Date" shall mean October 15, 2005.

         "Maximum Guaranty Liability" shall mean the maximum liability
hereunder of the respective Guarantors permitted by Applicable Bankruptcy Law
as provided in Section 5.2.

         "Minority Interest Expense" shall mean, as of the date of
determination, any minority shareholder's proportionate share of Net Income.

         "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.

         "Multi-Employer Plan" shall mean any multiple employer plan, as
defined in Section 4001(a)(3) of ERISA, that is maintained by the Borrower or
any Guarantor or a Commonly Controlled Entity.

         "Net Income" shall man, for any period, the net income (or loss) of
the Borrower and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP, but excluding therefrom (to the extent otherwise
included therein) (i) any extraordinary gains or losses, (ii) any gains
attributable to write-ups of assets and (iii) any equity interest of the
Borrower or any Subsidiary of the Borrower in the unremitted earnings of any
Person that is not a Subsidiary and (iv) any income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any Subsidiary on the date that such Person's
assets are acquired by the Borrower or any Subsidiary.

         "Net Worth" shall mean, as of any date, (i) the total assets of the
Borrower and its Subsidiaries that would be reflected on the Borrower's
consolidated balance sheet as of such date prepared in accordance with GAAP,
after eliminating all amounts properly attributable to minority interest, if
any, in the stock and surplus of Subsidiaries, minus the (ii) sum of (x) the
total liabilities of the Borrower and its Subsidiaries that would be reflected
on the Borrower's consolidated balance sheet as of such date prepared in
accordance with GAAP and (y) the amount of any write-up in the book value of
any assets resulting from a revaluation thereof or


                                     -15-
<PAGE>

any write-up in excess of the cost of such assets acquired reflected on the
consolidated balance sheet of the Borrower as of such date prepared in
accordance with GAAP.

         "New Lenders" shall mean the Lenders joining in this Credit Agreement
who were not Lenders under the Amended and Restated Credit Agreement, dated as
of March 14, 2002, among CTI, Inc. as Borrower, the Guarantors, the Existing
Lenders, and SunTrust Bank as Administrative Agent and Issuing Bank.

         "Notes" shall mean the Revolving Notes and the Swingline Note.

         "Notice of Borrowing" shall mean a notice substantially in the form of
Exhibit 2.2.4 with respect to a proposed Borrowing of Revolving Loans.

         "Notice of Conversion/Continuation" shall mean a notice substantially
in the form of Exhibit 2.8.2 with respect to a proposed conversion or
continuation of Revolving Loans bearing interest at a rate determined by
reference to one basis to Revolving Loans, as the case may be, bearing interest
at a rate determined by reference to an alternative basis pursuant to Section
2.8.

         "Obligations" shall mean, as to any Person, all Indebtedness,
obligations and other liabilities of such Person of any kind and description
owing to the Administrative Agent, the Issuing Bank or the Lenders pursuant to
the provisions of this Agreement, the Notes and the other Loan Documents,
howsoever evidenced or acquired, whether now existing or hereafter arising, due
or not due, absolute or contingent, liquidated or unliquidated, direct or
indirect, express or implied, whether owed individually or jointly with others.

         "Operating Lease" shall mean, as to any Person, any lease of property
(whether real, personal or mixed) by such Person as lessee that is not a
Capitalized Lease.

         "Patent Security Agreement" shall mean the Patent and License Security
Agreement substantially in the form of Exhibit 4.1B, executed by the Borrower
in favor of the Administrative Agent for the benefit of the Administrative
Agent, the Lender and the Issuing Bank.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to subtitle A of Title IV of ERISA.

         "Percentage" shall mean, as to each Lender, the percentage set forth
with such Lender's signature on this Agreement or the Assignment and Acceptance
pursuant to which such Lender became a party hereto.

         "Permitted Acquisition" shall mean any Asset Acquisition by the
Borrower or any Guarantor with respect to which (a) the Borrower and the
Guarantors shall have complied with the provisions of Section 8.2.4, (b) the
Borrower or such Guarantor is the surviving entity in the transaction, (c) all
assets acquired in the transaction are held or acquired by the Borrower or such
Guarantor, (d) at the time of such Asset Acquisition and after giving Pro Forma
Effect thereto and to any other Asset Acquisition made during the then most
recent twelve (12) month period,


                                     -16-
<PAGE>

no Default shall have occurred or be continuing or would result therefrom, and
(e) the aggregate consideration paid or to be paid in connection with such
Asset Acquisition: (i) will not exceed $60,000,000, and (ii) when combined with
the aggregate consideration paid or to be paid (inclusive of all Indebtedness
incurred or assumed) in connection with all other Asset Acquisitions by the
Borrower and the Guarantors occurring during the twelve (12) month period
immediately preceding such Asset Acquisition, will not exceed $100,000,000;
provided, however, that the aggregate cash paid or to be paid and Indebtedness
incurred or assumed in such Permitted Acquisitions: (i) will not exceed
$30,000,000, and (ii) when combined with the aggregate cash paid or to be paid
(inclusive of all Indebtedness incurred or assumed) in connection with all
other Asset Acquisitions by the Borrower and the Guarantors occurring during
the twelve (12) month period immediately preceding such Asset Acquisition, will
not exceed $50,000,000.

         "Permitted Liens" shall mean Liens permitted pursuant to the
provisions of Section 9.2.

         "Person" shall mean an individual, corporation, partnership, limited
partnership, limited liability company, limited liability limited partnership,
trust, business trust, association, joint stock company, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization, Governmental
Authority or other form of entity not specifically listed herein.

         "PETNet" shall mean P.E.T.Net Pharmaceuticals, Inc., a Tennessee
corporation and a Subsidiary of the Borrower and a Guarantor under this Credit
Agreement.

         "PETNet Borrowing Base" shall mean the Borrowing Base for PETNet that
equals

                  The sum of: (a) 85% of Eligible Accounts of PETNet, plus (b)
                  55% of Eligible Inventory of PETNet (not to exceed 50% of the
                  total Borrowing Base), plus (c) 60% of the Fixed Assets of
                  PETNet, which Fixed Assets are free and clear of all liens,
                  encumbrances and security interests;

         "Plan" shall mean an employee pension benefit plan covered by Title IV
of ERISA that is maintained by the Borrower, any Guarantor or a Commonly
Controlled Entity, and shall include any Single Employer Plan or any
Multi-Employer Plan.

         "Pledged Notes" shall mean having meaning given such term in the
Security Agreement.

         "Pledged Stock" shall have the meaning given such term in the Security
Agreement.

         "Pricing Tier Determination Date" shall mean the fifth (5th) Business
Day following each date on which the Borrower has delivered to the
Administrative Agent and the Lenders financial statements, financial reports,
certificates and other financial information complying with the requirements of
Section 8.1.1 or 8.1.2 and containing information sufficient to enable a
calculation of the Total Indebtedness to EBITDAM Ratio for the purpose of
determining the Applicable LIBOR Margin, the Applicable Base Rate Margin, the
Applicable Letter of Credit Fee Percentage and the Applicable Commitment Fee
Percentage pursuant to Section 2.14.


                                     -17-
<PAGE>

         "Principal Obligor" shall mean, with respect to a specific
indebtedness or obligation, the Person creating, incurring, assuming or
suffering to exist such indebtedness or obligation without becoming liable for
same as a surety or guarantor.

         "Pro Forma Effect" shall mean, in making any calculation hereunder to
which such term is applicable, including any calculation necessary to determine
whether the Borrower is in compliance with the financial covenants contained
herein or whether a Default would result from any Asset Acquisition, (a) any
Asset Acquisition made during the most recent twelve (12) month period (the
"Reference Period") ending on and including the date of determination (the
"Calculation Date") shall be assumed to have occurred on the first day of the
Reference Period, (b) Total Indebtedness, and the application of proceeds
therefrom, incurred or to be incurred in connection with any Asset Acquisition
made or to be made during the Reference Period shall be assumed to have arisen
or occurred on the first day of the Reference Period, (c) there shall be
excluded any Interest Expense in respect of Total Indebtedness outstanding
during the Reference Period that was or is to be refinanced with proceeds of
Indebtedness incurred or to be incurred in connection with any Asset
Acquisition made or to be made during the Reference Period, (d) Interest
Expense in respect of Total Indebtedness bearing a floating rate of interest
and assumed to have been incurred on the first day of the Reference Period
shall be calculated on the basis of the average rate in effect under this
Agreement for Base Rate Loans throughout the period such Total Indebtedness is
assumed to be outstanding, and (e) Lease Expense shall include actual Lease
Expense incurred by any Person, operating unit or business acquired during the
Reference Period, plus Lease Expense projected for the twelve (12) month period
following the date of actual incurrence thereof in respect of any Operating
Lease entered into or to be entered into in connection with any Asset
Acquisition made during the Reference Period, which projected Lease Expense
shall be deemed to have been incurred on the first day of the Reference Period.
To the extent that financial figures for the Borrower and the Guarantors are
included in any determination of "Pro Forma Effect" or any calculation
hereunder to which such term is applicable, the figures used shall be those as
of the end of the Fiscal Quarter then most recently ended.

         "Purchase Money Debt" shall mean (a) Indebtedness of the Borrower or
any Guarantor that, within thirty (30) days of the purchase of equipment in
which neither the Borrower nor any of its Subsidiaries at any time prior to
such purchase had any interest, is incurred to finance part or all of (but not
more than) the purchase price of such equipment, and that bears interest at a
rate per annum that is commercially reasonable at the time, and (b)
Indebtedness that constitutes a renewal, extension, refunding or refinancing
of, but not an increase in the principal amount of, Purchase Money Debt that is
such by virtue of clause (a), is binding only upon the obligor or obligors
under the Purchase Money Debt being renewed, extended or refunded and bears
interest at a rate per annum that is commercially reasonable at the time.

         "Reportable Event" shall mean any of the events set forth under
Section 4043(b) of ERISA or the PBGC regulations thereunder.

         "Requirement of Law" shall mean, as to any Person (a) the partnership
agreement, charter, certificate of incorporation, articles of incorporation,
bylaws, operating agreement or other organizational or governing documents of
such Person, (b) any federal, state or local law,


                                     -18-
<PAGE>

treaty, ordinance, rule or regulation, and (c) any order, decree or
determination of a court, arbitrator or other Governmental Authority; in each
case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

         "Requisite Lenders" shall mean, as of any date of determination,
sixty-six and two-thirds percent (66 2/3%) of all of the Lenders under this
Credit Agreement.

         "Responsible Officer" shall mean, as to any Person, either (a) its
president or chief executive officer, or (b) with respect to financial matters,
its president, chief executive officer, chief financial officer or any vice
president designated in writing by the chief executive officer to the
Administrative Agent.

         "Restricted Payments" shall mean, as to any Person for any period:

                  (a)      dividends, other distributions and other payments or
         deliveries of property on account of the capital stock of or other
         ownership interests in, or any warrants, options or other rights in
         respect of any capital stock of or other ownership interests in, such
         Person or its Subsidiaries, now or hereafter outstanding, that are
         recorded by such Person and its Subsidiaries on a consolidated or
         combined basis, as appropriate (excluding any such dividends,
         distributions and other payments made solely to such Person or a
         wholly-owned Subsidiary of such Person by a Subsidiary of such
         Person),

                  (b)      amounts paid to purchase, redeem, retire or
         otherwise acquire for value any of the capital stock of or other
         ownership interests in, or any warrants, options or other rights in
         respect of the capital stock of or other ownership interests in, such
         Person or its Subsidiaries, now or hereafter outstanding (excluding
         any such amounts paid solely to such Person or a wholly-owned
         Subsidiary of such Person by a Subsidiary of such Person),

                  (c)      any assets segregated or set apart by such Person or
         any of its Subsidiaries (including any money or property deposited
         with a trustee or other paying agent) for a sinking or analogous fund
         for the purchase, redemption or retirement or other acquisition of any
         capital stock of or other ownership interests in, or any warrants,
         options or other rights in respect of any capital stock of or other
         ownership interests in, such Person or its Subsidiaries, now or
         hereafter outstanding (excluding any assets so segregated or set apart
         with respect to any stock, warrants, options or other rights held by a
         wholly-owned Subsidiary of such Person),

                  (d)      payments made or required to be made by such Person
         with respect to any stock appreciation rights plan, equity incentive
         or achievement plan or any similar plan and any assets segregated or
         set apart for such purposes (including any money or property deposited
         with a trustee or other paying agent), and

                  (e)      any payment, purchase, redemption or acquisition of
         Subordinated Indebtedness and any assets segregated or set apart for
         such purposes (including any money or property deposited with a
         trustee or other paying agent), excluding, however,


                                     -19-
<PAGE>

         regularly scheduled payments of interest made according to the stated
         terms of such Subordinated Indebtedness;

         all as determined in conformity with GAAP.

         "Revolving Credit Commitments" shall mean, at any time, the commitment
of all the Lenders, collectively, to make Revolving Loans to the Borrower
during the Commitment Period pursuant to the provisions of Section 2.2, and the
"Revolving Credit Commitment" of any Lender at any time shall mean an amount
equal to such Lender's Percentage multiplied by the then effective aggregate
Revolving Credit Commitments. The Revolving Credit Commitments initially are in
the aggregate amount set forth in Section 2.1.

         "Revolving Credit Facility" shall mean the revolving credit facility
provided by the Lenders pursuant to the Revolving Credit Commitments as more
particularly set out in Section 2.2.

         "Revolving Loans" shall mean the loans made to the Borrower by the
Lenders pursuant to the provisions of Section 2.2.

         "Revolving Notes" shall mean the promissory notes, substantially in
the form of Exhibit 2.9, executed by the Borrower in favor of the Lenders,
evidencing the indebtedness of the Borrower to the Lenders in connection with
the Revolving Loans.

         "S&P" shall mean Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, and its successors.

         "Security Agreement" shall mean the Security Agreement, substantially
in the form of Exhibit 4.1A, executed by the Borrower and the Guarantors in
favor of the Administrative Agent, for the benefit of the Administrative Agent,
the Lenders and the Issuing Bank.

         "Security Documents" shall mean the Security Agreement, Patent and
License Security Agreement, the Financing Statements, and all other documents,
instruments and agreements now or hereafter executed or delivered pursuant
thereto or in connection therewith or in connection with granting a lien on or
security interest in other Collateral.

         "Siemens Joint Venture Agreement" shall mean the Stock Purchase,
Reorganization and Joint Venture Agreement dated as of December 9, 1987, by and
among the Borrower, CPS, certain Management Persons specified therein, and
Siemens Gammasonics, Inc., as amended as of the date hereof.

         "Single Employer Plan" shall mean any Plan that is not a
Multi-Employer Plan.

         "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves), expressed as a
decimal, established by the Federal Reserve Board or any other banking


                                     -20-
<PAGE>

authority to which any Lender or any member bank of the Federal Reserve System
is subject with respect to LIBOR, for Eurocurrency Liabilities (as defined in
Regulation D of the Federal Reserve Board). Such reserve percentages shall
include those imposed under such Regulation D. LIBOR Loans shall be deemed to
constitute Eurocurrency Liabilities and as such shall be deemed to be subject
to such reserve requirements without benefit of or credit for proration,
exceptions or offsets that may be available from time to time to the Lenders
under such Regulation D. Statutory Reserves shall be adjusted automatically on
and as of the effective date of any change in any reserve percentage.

         "Subordinated Indebtedness" shall mean Indebtedness of the Borrower
and the Guarantors that is subordinated in right of payment to the Obligations
on terms satisfactory to the Administrative Agent.

         "Subsidiary" shall mean, as to any Person (a) a corporation, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock having such power only
by reason of the occurrence of a contingency) to elect a majority of the board
of directors or other managers thereof are at the time owned, or the management
of which is otherwise controlled, directly or indirectly, through one or more
intermediaries, or both, by such Person, or (b) a partnership in which such
Person is a general partner or the management of which is otherwise controlled,
directly or indirectly, through one or more intermediaries or both, by such
Person.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans pursuant to Section 2.3.

         "Swingline Facility" shall mean the swingline credit facility provided
by the Swingline Lender pursuant to the Swingline Commitment as more
particularly set forth in Section 2.3.

         "Swingline Lender" shall mean SunTrust and any other financial
institution that, subject to approval by the Administrative Agent and the
Borrower, agrees to become a party to this Agreement and to make Swingline
Loans pursuant to Section 2.3. As used herein and in the other Loan Documents,
"Lender" shall include the Swingline Lender except to the extent that the
context requires otherwise.

         "Swingline Loans" shall mean the loans made to the Borrower by the
Swingline Lender pursuant to Section 2.3.

         "Swingline Note" shall mean the promissory note, in substantially the
form of Exhibit 2.10C, executed by the Borrower in favor of the Swingline
Lender, evidencing the indebtedness of the Borrower to the Swingline Lender in
connection with the Swingline Loans.

         "Swingline Rate" shall mean, for any Interest Period, the rate as
offered by the Agent and accepted by the Borrower. The Borrower is under no
obligation to accept this rate and the Agent is under no obligation to provide
it.


                                     -21-
<PAGE>

         "Tangible Net Worth" shall mean, as of any date, (i) the total assets
of the Borrower and its Subsidiaries that would be reflected on the Borrower's
consolidated balance sheet as of such date prepared in accordance with GAAP,
after eliminating all amounts properly attributable to minority interests, if
any, in the stock and surplus of Subsidiaries, minus (ii) the sum of (x) the
total liabilities of the Borrower and its Subsidiaries that would be reflected
on the Borrower's consolidated balance sheet as of such date prepared in
accordance with GAAP, (y) the amount of any write-up in the book value of any
assets resulting from a revaluation thereof or any write-up in excess of the
cost of such assets acquired reflected on the consolidated balance sheet of the
Borrower as of such date prepared in accordance with GAAP and (z) the net book
amount of all assets of the Borrower and its Subsidiaries that would be
classified as intangible assets on a consolidated balance sheet of the Borrower
as of such date prepared in accordance with GAAP.

         "Telephonic Notice" shall mean a notice by telephone given on behalf
of the Borrower by one of the persons listed on Schedule 1.1B.

         "Total Indebtedness" shall mean, at any time, without duplication, all
then currently outstanding obligations, liabilities and indebtedness of the
Borrower and its Subsidiaries on a consolidated basis of the types described in
the definition of Indebtedness (other than as described in subsections (xi)
thereof), but including, but not limited to, all Revolving Loans, Swingline
Loans and Letter of Credit obligations under the Loan Documents.

         "Total Indebtedness to EBITDAM Ratio" shall mean, for the Borrower and
the Guarantors on a consolidated basis, calculated as of any date of
determination for the Last Four Fiscal Quarters, the ratio of Consolidated
Total Indebtedness to EBITDAM.

         "UCC" shall mean the Uniform Commercial Code as in effect in the State
of Tennessee or any other applicable jurisdiction, as the context may require.

         1.2.     Accounting and Commercial Terms. As used in this Agreement,
all accounting terms used but not otherwise defined herein (regardless of
whether capitalized) shall have the respective meanings assigned to them in
conformity with GAAP (except as expressly provided herein). All terms used but
not otherwise defined herein (regardless of whether capitalized) that are
defined or used in Article 9 of the UCC shall have the respective meanings
assigned to them in such Article.

         1.3.     General Construction. As used in this Agreement, the
masculine, feminine and neuter genders and the plural and singular numbers
shall be deemed to include the others in all cases in which they would so
apply. "Includes" and "including" are not limiting, and shall be deemed to be
followed by "without limitation" regardless of whether such words or words of
like import in fact follow same. The word "or" is not intended and shall not be
construed to be exclusive, and unless the context clearly indicates otherwise,
the disjunctive "or" shall include the conjunctive "and".

         1.4.     Defined Terms; Headings. The use of defined terms in the Loan
Documents is for convenience of reference and shall not be deemed to be
limiting or to have any other substantive effect with respect to the persons or
things to which reference is made through the use of such


                                     -22-
<PAGE>

defined terms. Article and section headings and captions in the Loan Documents
are included in such Loan Documents for convenience of reference and shall not
constitute a part of the applicable Loan Documents for any other purpose.

         1.5.     References to this Agreement and Parts Thereof. As used in
this Agreement, unless otherwise specified the words "hereof," "herein" and
"hereunder" and words of similar import shall refer to this Agreement including
all schedules and exhibits hereto, as a whole, and not to any particular
provision of this Agreement, and the words "Article", "Section", "Schedule" and
"Exhibit" refer to articles, sections, schedules and exhibits of or to this
Agreement.

         1.6.     Documentary References. Any reference herein to any
instrument, document or agreement, by whatever terminology used, shall be
deemed to include any and all amendments, modifications, supplements,
extensions, renewals, substitutions or replacements thereof as the context may
require.

         1.7.     Legal References. Any reference herein to any law shall be a
reference to such law as in effect from time to time and shall include any
rules and regulations promulgated or published thereunder and published
interpretations thereof.

                                   ARTICLE 2

                          LOANS AND LETTERS OF CREDIT

         2.1.     Commitments.

                  2.1.1.   Amounts of Commitments. Subject to reduction as
provided herein, including Sections 2.1.2:

                  (a)      the aggregate amount of the Commitments is
         $125,000,000,

                  (b)      the aggregate amount of the Revolving Credit
         Commitments at any time is $125,000,000 less the aggregate amount of
         Letter of Credit Liabilities outstanding at such time, and less the
         total balance of the Swingline Loans outstanding at such time, and

                  (c)      the aggregate amount of the Letter of Credit
         Commitments at any time is an amount equal to the lesser of: (1)
         aggregate amount of the Revolving Credit Commitments in effect at such
         time less the aggregate amount of Revolving Loans and Swingline Loans
         outstanding at such time, and (2) $10,000,000.

                  2.1.2.   Voluntary Reductions of Revolving Credit
Commitments. The Borrower shall have the right, at any time and from time to
time, to terminate in whole or permanently reduce in part, without premium or
penalty, the Revolving Credit Commitments in an amount up to the amount by
which the Revolving Credit Commitments in effect at such time exceed the
aggregate amount of the Revolving Loans and Swingline Loans outstanding at such
time; provided, however, that any LIBOR Loan may be prepaid in whole or in part
only upon the


                                     -23-
<PAGE>

expiration of the current Interest Period applicable to such LIBOR Loan in
order to avoid any penalties. The Borrower shall give not less than three (3)
Business Day's prior written notice to the Administrative Agent for all LIBOR
Loans and one (1) Business Day's prior written notice to the Administrative
Agent for all Base Rate Loans designating the date (which shall be a Business
Day) of such termination or reduction and the amount of any reduction. Promptly
after receipt of a notice of such termination or reduction, the Administrative
Agent shall notify each Lender of the proposed termination or reduction. Such
termination or reduction of the Revolving Credit Commitments shall be effective
on the date specified in the Borrower's notice and shall reduce the Revolving
Credit Commitment of each Lender in proportion to its Percentage of the
Revolving Credit Commitments. Any such reduction of the Revolving Credit
Commitments shall be in a minimum amount of $1,000,000 and in integral
multiples of $100,000.

                  2.1.3.   Mandatory Reduction of Revolving Credit Commitments.
On each date that the Borrower is required to prepay Revolving Loans pursuant
to Section 3.1.2(b)(2), the Revolving Credit Commitments shall be permanently
reduced by the amount that the Borrower is required to prepay Revolving Loans
on each such date.

                  2.1.4.   The Borrowing Base. The Lenders and the
Administrative Agent shall have no obligation to extend any advances under the
Loans, and the Issuing Bank shall have no obligation to issue Letters of
Credit, under the Commitments and on a cumulative basis, in excess of the
Borrowing Base, which Borrowing Base shall equal:

                  (a)      The Borrowing Base, which is the sum of the CPS
         Borrowing Base; plus the CTIMI and Subsidiary Borrowing Base; plus the
         PETNet Borrowing Base;

                           MINUS

                  (b)      The total outstanding Commitments allocated to CPS,
         plus total outstanding Commitments allocated to CTIMI and all of its
         Subsidiaries other than PETNet and CPS, plus the total outstanding
         Commitments allocated to PETNet;

If at any time the aggregate, outstanding principal balance of the Loans and
the Letters of Credit exceed the Borrowing Base as reflected by the most recent
Borrowing Base Certificate delivered to the Administrative Agent by the
Borrower, the Borrower will within five (5) Business Days and without notice
from the Administrative Agent or any Lender repay an amount sufficient to
reduce the aggregate, outstanding principal balance of the Loans and
obligations under the Letters of Credit to an amount not in excess of the
Borrowing Base as reflected on the most recent Borrowing Base Certificate
delivered by the Borrower to the Administrative Agent.

         2.2.     Revolving Loans.

                  2.2.1.   Commitment to Make Revolving Loans. Subject to all
of the terms and conditions of this Agreement (including the conditions set
forth in Sections 6.1 and 6.2) and in reliance upon the representations and
warranties of the Borrower herein set forth, each Lender hereby severally
agrees to make Revolving Loans to the Borrower from time to time during the
Commitment Period, in amounts up to its respective Revolving Credit Commitment,
for the


                                     -24-
<PAGE>

purposes identified in Section 2.11; provided, however, that in no
event shall (a) the aggregate principal amount of the Revolving Loans made by
any Lender outstanding at any time exceed such Lender's Revolving Credit
Commitment, or (b) the aggregate principal amount of the Revolving Loans made
by all Lenders outstanding at any time exceed the Revolving Credit Commitments
then in effect, or (c) the aggregate principal amount of Swingline Loans,
Revolving Loans and Letter of Credit Liabilities outstanding at any time exceed
an amount equal to the lesser of (x) the sum of the Revolving Credit
Commitments, the Swingline Commitments and the Letter of Credit Commitments in
effect at such time and (y) amount of the Borrowing Base in effect at such
time. Each Lender's Revolving Credit Commitment shall expire upon the
expiration of the Commitment Period, and all Revolving Loans shall be paid in
full no later than the Maturity Date; provided, however, that on or prior to
the first annual anniversary date of this Agreement, the Lenders may, in their
sole discretion, elect to extend the Maturity Date for an additional one year
period.

                  2.2.2.   Lenders' Obligations Several; Proportionate Loans.
The obligations of the Lenders to make Revolving Loans under Section 2.2.1
shall be several and not joint and, subject to Section 2.15.4, all Revolving
Loans under this Agreement shall be made by the Lenders simultaneously and in
proportion to the respective Revolving Credit Commitment of each. It is
understood and agreed that the failure of any Lender to make its Revolving Loan
as part of any Borrowing under Section 2.2.1 shall not relieve any other Lender
of its obligation to make its Revolving Loan as provided in Section 2.2.1.
Neither the Administrative Agent nor any Lender shall be responsible for the
failure of any other Lender to make a Revolving Loan as provided herein nor
shall the Revolving Credit Commitment of any Lender be increased as a result of
the default by any other Lender in such other Lender's obligation to make
Revolving Loans hereunder.

                  2.2.3.   Revolving Credit; Minimum Borrowings. Amounts
borrowed by the Borrower under the Revolving Credit Commitments may be prepaid
and reborrowed from time to time to during the Commitment Period. In the case
of LIBOR Loans, the aggregate amount of Revolving Loans made on any Funding
Date shall be in a minimum amount of $1,000,000 and in integral multiples of
$100,000. In the case of Base Rate Loans, the aggregate amount of Revolving
Credit Loans made on any Funding Date shall be a minimum of $1,000,000 and in
integral multiples of $100,000. The Lenders shall have no obligation to extend
any additional LIBOR Loans to the Borrower at any time that there are four
LIBOR Loans already outstanding.

                  2.2.4.   Notice of Borrowing.

                  (a)      Delivery of Notice. Whenever the Borrower desires to
         borrow under Section 2.2.1, it shall deliver to the Administrative
         Agent a Notice of Borrowing no later than 11:00 a.m. (Eastern time) at
         least one (1) Business Day in advance of the proposed Funding Date (in
         the case of Base Rate Loans) or three (3) Business Days in advance of
         the proposed Funding Date (in the case of LIBOR Loans). The Notice of
         Borrowing shall specify (i) the proposed Funding Date (which shall be
         a Business Day), (ii) the amount of the proposed Borrowing, (iii)
         whether the proposed Borrowing shall be in the form of Base Rate Loans
         or LIBOR Loans, and (iv) in the case of LIBOR Loans, the requested
         Interest Period. In lieu of delivering a Notice of Borrowing, the
         Borrower may


                                     -25-
<PAGE>

         give the Administrative Agent Telephonic Notice by the required time
         of notice of any proposed Borrowing under this Section 2.2.4;
         provided, however, that such notice shall be promptly confirmed in
         writing by delivery of a Notice of Borrowing to the Administrative
         Agent on or prior to the Funding Date of the requested Revolving
         Loans. The execution and delivery of each Notice of Borrowing shall be
         deemed a representation and warranty by the Borrower that the
         requested Revolving Loans may be made in accordance with, and will not
         violate the requirements of, this Agreement, including those set forth
         in Section 2.2.1.

                  (b)      No Liability for Telephonic Notices. Neither the
         Administrative Agent nor any Lender shall incur any liability to the
         Borrower in acting upon any Telephonic Notice given pursuant to this
         Section 2.2.4 that the Administrative Agent believes in good faith to
         have been properly given or for otherwise acting in good faith under
         this Section 2.2.4 and, upon the funding of Revolving Loans by the
         Lenders in accordance with this Agreement pursuant to any Telephonic
         Notice, the Borrower shall have effected a Borrowing of Revolving
         Loans hereunder.

                  (c)      Notice Irrevocable. A Notice of Borrowing for LIBOR
         Loans (or a Telephonic Notice in lieu thereof) shall be irrevocable on
         and after the related Interest Rate Determination Date, and the
         Borrower shall be bound to make a Borrowing in accordance therewith.

                  2.2.5.   Disbursement of Funds. Promptly after receipt of a
Notice of Borrowing (or Telephonic Notice in lieu thereof), the Administrative
Agent shall notify each Lender of the proposed Borrowing in writing, or by
telephone promptly confirmed in writing. Each Lender shall make the amount of
its Revolving Loan available to the Administrative Agent, in immediately
available (same day) funds, at the Lending Office of the Administrative Agent,
not later than 11:00 a.m. (Eastern time) on the Funding Date. The
Administrative Agent shall make the proceeds of such Revolving Loans available
to the Borrower on such Funding Date by causing an amount of immediately
available (same day) funds equal to the proceeds of all such Revolving Loans
received by the Administrative Agent to be credited to the account of the
Borrower at such office of the Administrative Agent.

         2.3.     Swingline Loans.

                  2.3.1.   Commitment to Make Swingline Loans. Subject to all
of the terms and conditions of this Agreement (including the conditions set
forth in Sections 6.1 and 6.2 and the limitations set forth in Section 2.2.1),
and in reliance upon the representations and warranties of the Borrower set
forth herein and the agreements of the other Lenders set forth in Sections
2.3.3 and 2.3.4, the Swingline Lender hereby agrees to make Swingline Loans to
the Borrower from time to time during the Commitment Period, in an aggregate
principal amount not to exceed $15,000,000 outstanding at any time, for the
purposes identified in Section 2.11; provided however, that (a) in no event
shall the aggregate principal amount of the Swingline Loans exceed the
Swingline Commitments then in effect, and (b) in no event shall the aggregate
principal amount of the Swingline Loans, Revolving Loans and Letter of Credit
Liabilities then outstanding exceed an amount equal to the lesser of (x) the
sum of the Revolving Credit


                                     -26-
<PAGE>

Commitments, Swingline Commitments and the Letter of Credit Commitments in
effect as such time and (y) amount of the Borrowing Base in effect at such
time. Amounts borrowed by the Borrower under the Swingline Commitment may be
prepaid and reborrowed from time to time during the Commitment Period. The
Swingline Lender's commitment to make Swingline Loans as provided in this
Section 2.3.1 shall expire upon the expiration of the Commitment Period, and
all Swingline Loans shall be paid in full no later than the Maturity Date as it
may be extended.

                  2.3.2.   Funding Procedures for Swingline Loans. Except to
the extent that funding of Swingline Loans is being administered through an
automated cash management system mutually approved in writing by the Borrower
and the Swingline Lender, the Borrower shall give to the Swingline Lender
written notice (or Telephonic Notice to be confirmed promptly in writing) of a
proposed Borrowing consisting of a Swingline Loan, specifying the amount of the
requested Swingline Loan, not later than 11:00 a.m., Eastern time, on the
Business Day of the proposed Borrowing. Each request for a Swingline Loan shall
be deemed a representation and warranty by the Borrower that the requested
Swingline Loan may be made in accordance with, and will not violate the
requirements of, this Agreement, including those set forth in Section 2.3.1.
Not later than 2:00 p.m., Eastern time, on the Business Day of the proposed
Borrowing of a Swingline Loan, the Swingline Lender shall make the proceeds of
the requested Swingline Loan available to the Borrower at the office of the
Swingline Lender by crediting an account of the Borrower maintained at such
office that has been designated for such purpose in writing by the Borrower to
the Swingline Lender.

                  2.3.3.   Repayment of Swingline Loans With Revolving Loans.
Regardless of whether the conditions set forth in Sections 6.1 and 6.2 have
been or are capable of being satisfied, on any Business Day the Swingline
Lender may, in its sole discretion, give notice to the Lenders that some part
or all of the outstanding Swingline Loans are to be repaid on the next
succeeding Business Day with a Borrowing of Revolving Loans constituting Base
Rate Loans made pursuant to Section 2.2.1 in the same manner and with the same
force and effect as if the Borrower had submitted a Notice of Borrowing
therefor pursuant to Section 2.2.4. Subject to and in accordance with Sections
2.2.1 and 2.2.2, each Lender shall make the amount of its Revolving Loan
available to the Administrative Agent, in immediately available funds, at the
Lending Office of the Administrative Agent, not later than 11:00 a.m. (Eastern
time) on the applicable Funding Date. The Administrative Agent shall make the
proceeds of such Revolving Loans available to the Swingline Lender on such
Funding Date by causing an amount of immediately available funds equal to the
proceeds of all such Revolving Loans received by the Administrative Agent to be
credited to an account of the Swingline Lender at such office of the
Administrative Agent, or shall make such proceeds available to the Swingline
Lender in such other manner as shall be satisfactory to the Administrative
Agent and the Swingline Lender.

                  2.3.4.   Participations in Swingline Loans. If for any reason
a requested Borrowing of Revolving Loans pursuant to Section 2.3.3 is not or
cannot be effected, the Lenders will immediately purchase from the Swingline
Lender, as of the date such proposed Borrowing otherwise would have occurred
but adjusted for any payments received in respect of such Swingline Loan(s) by
or for the account of the Borrower on or after such date and prior to such
purchase, such participations in the outstanding Swingline Loans as shall be
necessary to cause the Lenders to share in such Swingline Loan(s)
proportionately in accordance with their


                                     -27-
<PAGE>

respective Percentages of the Revolving Credit Commitments. Whenever, at any
time after any Lender has purchased a participating interest in a Swingline
Loan, the Swingline Lender receives any payment on account thereof, the
Swingline Lender will distribute to such Lender its proportionate share of such
amount (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender's participating interest was
outstanding and funded); provided, however, that in the event any such payment
received by the Swingline Lender is subsequently set aside or is required to be
refunded, returned or repaid, such Lender will repay to the Swingline Lender
its proportionate share thereof.

                  2.3.5.   Failure to Pay by Lenders. If any Lender shall fail
to perform its obligation to make a Revolving Loan pursuant to Section 2.3.3 or
to purchase a participation in Swingline Loans pursuant to Section 2.3.4, the
amount in default shall bear interest for each day from the day such amount is
payable until fully paid by such Lender at a rate per annum equal to the
Federal Funds Rate or any other rate customarily used by banks for the
correction of errors among banks, but in no event to exceed the Highest Lawful
Rate, and such obligation may be satisfied by application by the Administrative
Agent (for the account of the Swingline Lender) of any payment that such Lender
otherwise is entitled to receive under this Agreement. Pending repayment, each
such advance shall be secured by such Lender's participation interest, if any,
in the Swingline Loans and any security therefor, and the Swingline Lender
shall be subrogated to such Lender's rights hereunder in respect thereof.

                  2.3.6.   Lenders' Obligations Absolute. The obligation of
each Lender to make Revolving Loans pursuant to Section 2.3.3 and to purchase
participations in Swingline Loans pursuant to Section 2.3.4 shall be
unconditional and irrevocable, shall not be subject to any qualification or
exception whatsoever, shall be made in accordance with the terms and conditions
of this Agreement under all circumstances and shall be binding in accordance
with the terms and conditions of this Agreement under all circumstances,
including the following circumstances:

                  (a)      any lack of validity or enforceability of this
         Agreement, any of the other Loan Documents or any other instrument,
         document or agreement relating to the transactions that are the
         subject thereof;

                  (b)      the existence of any claim, set-off, defense or
         other right that the Borrower, any Guarantor or any Lender may have at
         any time against the Administrative Agent, the Swingline Lender, any
         other Lender or any other Person, whether in connection with this
         Agreement, the transactions contemplated herein or any related
         transactions;

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

                  (d)      the occurrence or continuance of any Default;

                  (e)      any adverse change in the condition (financial or
         other) of the Borrower or any Guarantor; or


                                     -28-
<PAGE>

                  (f)      any other reason.

         2.4.     Letters of Credit.

                  2.4.1.   Issuance of Letters of Credit. The Borrower and the
Lenders recognize that the letters of credit issued by the Issuing Bank listed
on Schedule 2.4 are presently outstanding and that such letters of credit shall
be deemed to be Letters of Credit issued under this Agreement. The Borrower may
request the Issuing Bank at any time and from time to time during the
Commitment Period to issue, and subject to and upon all of the terms and
conditions of this Agreement (including the conditions set forth in Sections
6.1 and 6.2) and in reliance upon the representations and warranties of the
Borrower herein set forth the Issuing Bank shall issue, for the account of the
Borrower and for the benefit of the holder(s) (or any trustee, agent or other
representative of such holder(s)) of Letter of Credit Supportable Obligations,
one or more irrevocable standby letters of credit in the form customarily used
by such Issuing Bank, or in such other form as has been approved by the Issuing
Bank and the Administrative Agent, in support of such Letter of Credit
Supportable Obligations; provided, however, that (a) each Letter of Credit by
its terms shall terminate no later than three hundred sixty-six (366) days
after the date of issuance (or the date of the most recent extension, as the
case may be), nor later than thirty (30) days prior to the Maturity Date unless
otherwise agreed to by the Lenders, (b) in no event shall any Letter of Credit
be issued if the issuance thereof would cause the aggregate amount of the then
outstanding Letter of Credit Liabilities to exceed the aggregate amount of the
Letter of Credit Commitments then in effect, and (c) in no event shall any
Letter of Credit be issued if the issuance thereof would cause the aggregate
principal amount of Swingline Loans, Revolving Loans and Letter of Credit
Liabilities then outstanding to exceed an amount equal to the lesser of (x) the
sum of the Revolving Credit Commitments and the Letter of Credit Commitments in
effect at such time and (y) amount of the Borrowing Base in effect at such
time.

                  2.4.2.   Letter of Credit Requests. At least five (5)
Business Days prior to (a) the date on which the Borrower desires that a Letter
of Credit be issued hereunder or (b) the date on which the Borrower desires
that the expiration date of an outstanding Letter of Credit be extended, as the
case may be, the Borrower shall deliver to the Issuing Bank (with copies to the
Administrative Agent and each Lender) a Letter of Credit Request therefor. The
execution and delivery of each Letter of Credit Request shall be deemed a
representation and warranty by the Borrower that the requested Letter of Credit
issuance or extension may be accomplished in accordance with, and will not
violate the requirements of, this Agreement, including those set forth in
Section 2.4.1. Unless the Issuing Bank has received notice from the
Administrative Agent or Requisite Lenders before it issues or extends the
requested Letter of Credit that a Default exists or that the requested issuance
or extension would violate the requirements of this Agreement, including those
set forth in Section 2.4.1, then the Issuing Bank shall issue or extend, as the
case may be, the requested Letter of Credit for the account of the Borrower in
accordance with the Issuing Bank's usual and customary practices. Upon the
issuance or extension of any Letter of Credit, the Issuing Bank shall promptly
notify the Administrative Agent and each Lender of such issuance or extension,
which notice to the Administrative Agent shall be accompanied by a copy of the
Letter of Credit so issued or the instrument(s) evidencing such extension.


                                     -29-
<PAGE>

         2.5.     Participations in Letter of Credit Liabilities.

                  2.5.1.   Purchase of Participations by Lenders. Each Lender
shall be deemed to have irrevocably and unconditionally purchased and received
from the Issuing Bank, without recourse or warranty and without any further
action on the part of any party, an undivided interest and participation to the
extent of such Lender's Percentage in all Letter of Credit Liabilities as to
each Letter of Credit and any security therefor or guarantee relating thereto.

                  2.5.2.   Notification by Issuing Bank of Drawing. The Issuing
Bank shall notify the Administrative Agent and each Lender promptly after the
presentation of any draft and certificate or equivalent documents to the
Issuing Bank in connection with any drawing under a Letter of Credit not
reimbursed by or on behalf of the Borrower on the date such drawing is made.

                  2.5.3.   Payments by Lenders Upon a Drawing or Payment Under
a Letter of Credit; Adjustments. Each of the Lenders shall, on or before 11:00
a.m. (Eastern time) on the date on which the Issuing Bank honors a drawing
under a Letter of Credit, unconditionally pay to the Administrative Agent, for
distribution by the Administrative Agent to the Issuing Bank, such Lender's
Percentage of such drawing; provided, however, that, if the Borrower should pay
in full or in part such drawing on the date thereof, the obligation of each
Lender to pay to the Issuing Bank pursuant to this Section 2.5.3 such Lender's
Percentage of such drawing shall be reduced by the amount equal to such
Lender's Percentage of such payment by the Borrower. Amounts paid in excess of
the net amount so owed by each Lender to the Issuing Bank shall promptly be
refunded by the Issuing Bank to the Administrative Agent for distribution by
the Administrative Agent to the respective Lenders.

                  2.5.4.   Failure to Pay by Lenders. If any Lender shall fail
to pay its Percentage of any drawing under a Letter of Credit as provided in
Section 2.5.3 above, the Issuing Bank shall be deemed to have advanced funds on
behalf of such Lender. Any advance made by the Issuing Bank on behalf of a
Lender hereunder and not paid by such Lender to the Issuing Bank shall bear
interest for each day from the day such payment is due until such payment shall
be paid in full at a rate per annum equal to the Federal Funds Rate or any
other rate customarily used by banks for the correction of errors among banks,
but in no event to exceed the Highest Lawful Rate, and shall be repaid by
application by the Administrative Agent (for the account of the Issuing Bank)
of any payment that such Lender otherwise is entitled to receive under this
Agreement. Pending repayment, each such advance shall be secured by such
Lender's participation interest in the Letter of Credit drawn upon, the Letter
of Credit Liabilities arising therefrom and any security therefor, and the
Issuing Bank shall be subrogated to such Lender's rights hereunder in respect
thereof.

                  2.5.5.   Lenders' Obligations Absolute. The obligation of
each Lender to pay to the Administrative Agent, for the benefit of the Issuing
Bank, its Percentage of each drawing under a Letter of Credit not indefeasibly
repaid by the Borrower shall be unconditional and irrevocable, shall not be
subject to any qualification or exception whatsoever, shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances and shall be


                                     -30-
<PAGE>

binding in accordance with the terms and conditions of this Agreement under all
circumstances, including the following circumstances:

                  (a)      any lack of validity or enforceability of this
         Agreement, any of the other Loan Documents or any other instrument,
         document or agreement relating to the transactions that are the
         subject thereof;

                  (b)      the existence of any claim, set-off, defense or
         other right that the Borrower, any Guarantor or any Lender may have at
         any time against the Administrative Agent, the Issuing Bank, any
         Lender or any other Person, whether in connection with this Agreement,
         the transactions contemplated herein or any related transactions;

                  (c)      any draft, statement or other document presented
         under or in connection with any Letter of Credit, this Agreement or
         any other Loan Document proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

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

                  (e)      the occurrence or continuance of any Default;

                  (f)      payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not comply
         with the terms of the Letter of Credit, except for any such payment
         resulting from the Issuing Bank's gross negligence or willful
         misconduct; or

                  (g)      any other reason.

                  2.5.6.   Information Regarding Letter of Credit Liabilities.
Upon request by the Administrative Agent from time to time, the Issuing Bank
shall advise the Administrative Agent and the Lenders as to the various amounts
of the outstanding Letter of Credit Liabilities as shown on the records of the
Issuing Bank.

         2.6.     Borrower's Obligations Absolute.

                  2.6.1.   Obligations Absolute. The obligations of the
Borrower under this Agreement in respect of any Letter of Credit and under any
other agreement or instrument relating to any Letter of Credit shall be
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement and such other agreement or instrument under all
circumstances, to the extent permitted by law, including the following
circumstances:

                  (a)      any lack of validity or enforceability of this
         Agreement, any of the other Loan Documents or any other instrument,
         document or agreement relating to the transactions that are the
         subject thereof;


                                     -31-
<PAGE>

                  (b)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the obligations of the
         Borrower in respect of the Letters of Credit or any other amendment or
         waiver of or any consent to departure from all or any of the Loan
         Documents;

                  (c)      any exchange or release of, or the non-perfection of
         any Lien on any Collateral, or any release or amendment or waiver of
         or consent to departure from any guaranty, for all or any of the
         Letter of Credit Liabilities;

                  (d)      the existence of any claim, set-off, defense or
         other right that the Borrower or any Guarantor may have at any time
         against any beneficiary or any transferee of a Letter of Credit (or
         any Persons for whom any such beneficiary or transferee may be
         acting), any of the Lenders, the Issuing Bank, the Administrative
         Agent or any other Person, whether in connection with this Agreement,
         any of the other Loan Documents or the transactions contemplated
         hereby or thereby or any related transaction;

                  (e)      any draft, statement or other document presented
         under or in connection with any Letter of Credit, this Agreement or
         any other Loan Document proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (f)      payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not comply
         with the terms of the Letter of Credit, except for any such payment
         resulting from the Issuing Bank's gross negligence or willful
         misconduct;

                  (g)      any consequences arising from causes beyond the
         control of the Issuing Bank; and

                  (h)      any other circumstances or happening whatsoever,
         regardless of whether similar to any of the foregoing, that might
         otherwise constitute a defense available to, or a discharge of, the
         Borrower or any Guarantor.

                  2.6.2.   No Liability. No action taken or omitted by the
Issuing Bank under or in connection with the Letters of Credit or the related
applications, agreements or certificates, if taken or omitted in good faith,
shall put the Administrative Agent, the Issuing Bank or any Lender under any
resulting liability to the Borrower.

         2.7.     Interest.

                  2.7.1.   Interest Rate on Loans. Subject to Section 2.7.3,
the unpaid principal balances of the Loans shall bear interest from their
respective Funding Dates through maturity (whether by acceleration or
otherwise) (including post-petition interest in any case or proceeding under
Applicable Bankruptcy Law) at a rate determined by reference to the Base Rate
or LIBOR. The applicable basis for determining the rate of interest for Loans
shall be selected by the Borrower at the time a Notice of Borrowing is given
pursuant to Section 2.1.2 or Section 2.2.4 or


                                     -32-
<PAGE>

at the time a Notice of Conversion/Continuation is given pursuant to Section
2.8.2; provided, however, that Swingline Loans shall bear interest at the
Swingline Rate. If on any day any Revolving Loan is outstanding with respect to
which notice has not been delivered to the Administrative Agent in accordance
with the terms of this Agreement specifying the basis for determining the rate
of interest, then for that day such Loan shall bear interest determined by
reference to the Base Rate. The Loans shall bear interest as follows:

                  (a)      if a Base Rate Loan, then at a fluctuating rate per
         annum equal to the sum of the Base Rate, as it varies from time to
         time, plus the Applicable Base Rate Margin, calculated on the basis of
         a 365-day year; or

                  (b)      if a LIBOR Loan, then at a rate per annum equal to
         the sum of LIBOR plus the Applicable LIBOR Margin, calculated on the
         basis of a 360-day year.

                  2.7.2.   Interest Rate on Unreimbursed Draws Under Letters of
Credit. The unpaid principal amount of all draws under Letters of Credit not
immediately repaid pursuant to Section 3.2 shall bear interest from the date of
such drawing through the second (2d) day after such date at the interest rate
then applicable to Base Rate Loans and thereafter until the principal balance
thereof is paid in full at the Default Rate applicable to Base Rate Loans.
Interest accruing pursuant to this Section 2.8.2 shall be payable upon demand.

                  2.7.3.   Default Rate. Upon the occurrence and during the
continuance of an Event of Default, the unpaid principal balances of the Loans
and, to the extent permitted by applicable law, any unpaid interest accrued in
respect of the Loans shall bear interest at the Default Rate; provided,
however, that in the case of LIBOR Loans, upon the expiration of the Interest
Period in effect at the time any such increase in interest rate is effective,
interest on such LIBOR Loans shall accrue at the Base Rate plus the Applicable
LIBOR Margin, plus two percent (2%) per annum. Interest accruing pursuant to
this Section 2.7.3 shall be payable upon demand.

                  2.7.4.   Conclusive Determination. Each determination by the
Administrative Agent of an interest rate under this Agreement shall be
conclusive and binding for all purposes, absent manifest error.

         2.8.     Conversion or Continuation.

                  2.8.1.   Option to Convert or Continue. Subject to the
provisions of Section 2.15, the Borrower shall have the option (a) at any time
to convert all or any part of any outstanding Base Rate Loans in an aggregate
minimum amount of $1,000,000 and integral multiples of $100,000 in excess of
that amount from Base Rate Loans to LIBOR Loans, and (b) upon the expiration of
any Interest Period applicable to a specific Borrowing of LIBOR Loans, to
continue all or any portion of such Loans in an aggregate minimum amount of
$1,000,000 and integral multiples of $100,000 in excess of that amount as LIBOR
Loans, and the succeeding Interest Period of such continued LIBOR Loans shall
commence on the expiration date of the Interest Period previously applicable
thereto.


                                     -33-
<PAGE>

                  2.8.2.   Notice of Conversion/Continuation. The Borrower
shall deliver a Notice of Conversion/Continuation to the Administrative Agent
no later than 10:00 a.m. (Eastern time) at least three (3) Business Days in
advance of the proposed conversion/continuation date. A Notice of
Conversion/Continuation shall specify (a) the proposed conversion/continuation
date (which shall be a Business Day), (b) the aggregate amount of Loans to be
converted/continued, (c) the nature of the proposed conversion/continuation,
and (d) the requested Interest Period. In lieu of delivering a Notice of
Conversion/Continuation, the Borrower may give the Administrative Agent
Telephonic Notice by the required time of any proposed conversion/continuation
under this Section 2.8; provided, however, that such notice shall be promptly
confirmed in writing by a Notice of Conversion/Continuation delivered to the
Administrative Agent on or before the proposed conversion/continuation date.
The execution and delivery of each Notice of Conversion/Continuation shall be
deemed a representation and warranty by the Borrower that the requested
conversion/continuation may be made in accordance with, and will not violate
the requirements of, this Agreement, including those set forth in Sections
2.8.1 and 2.15.1.

                  2.8.3.   Notice to the Lenders. Promptly after receipt of a
Notice of Conversion/Continuation (or Telephonic Notice in lieu thereof), the
Administrative Agent shall notify each Lender of the proposed conversion or
continuation. Neither the Administrative Agent nor the Lender shall incur any
liability to the Borrower in acting upon any Telephonic Notice referred to
above that the Administrative Agent believes in good faith to have been
properly given or for otherwise acting in good faith under this Section 2.8
and, upon conversion/continuation by the Administrative Agent in accordance
with this Agreement pursuant to any Telephonic Notice, the Borrower shall have
effected a conversion/continuation of Loans hereunder.

                  2.8.4.   Notice Irrevocable. A Notice of
Conversion/Continuation shall be irrevocable on and after the related Interest
Rate Determination Date, and the Borrower shall be bound to convert or continue
such Loan in accordance therewith.

                  2.8.5.   Automatic Conversion. In the event any LIBOR Loan is
unpaid upon the expiration of the Interest Period applicable thereto and a
Notice of Conversion/Continuation has not been given in the manner provided in
Section 2.8.2, such LIBOR Loan shall, effective as of the last day of such
Interest Period, become a Base Rate Loan.

         2.9.     Notes; Records of Payments.

                  2.9.1.   Notes.

                  (a)      Each Revolving Loan made by a Lender to the Borrower
         pursuant to this Agreement shall be evidenced by a Revolving Note
         payable to the order of such Lender in an amount equal to such
         Lender's Revolving Credit Commitment.

                  (b)      The Swingline Loans made by the Swingline Lender to
         the Borrower pursuant to this Agreement shall be evidenced by the
         Swingline Note.


                                     -34-
<PAGE>

                  2.9.2.   Records of Payments. Each Lender hereby is
authorized to record and endorse the date and principal amount of each Loan
made by it, and the amount of all payments and prepayments of principal and
interest made to such Lender with respect to such Loans, on a schedule annexed
to and constituting a part of the corresponding Note of such Lender, which
recordation and endorsement shall constitute prima facie evidence of such Loans
made by such Lender to the Borrower and payments made by the Borrower to such
Lender, absent manifest error; provided, however, that (a) failure by any
Lender to make any such recordation or endorsement shall not in any way limit
or otherwise affect the obligations of the Borrower or the rights and remedies
of the Lenders under this Agreement or the Notes, and (b) payments of principal
and interest on the Loans to the Lenders shall not be affected by the failure
to make any such recordation or endorsement thereof. In lieu of making
recordation or endorsement, the Lenders hereby are authorized, at their option,
to record the payments or prepayments on their respective books and records in
accordance with their usual and customary practice, which recordation shall
constitute prima facie evidence of the Loans made by the Lenders to the
Borrower and the payments and prepayments made by the Borrower to the Lenders,
absent manifest error.

         2.10.    Administrative Agent's Right to Assume Funds Available. The
Administrative Agent may assume that each Lender has made the proceeds of its
or Revolving Loans available to the Administrative Agent on the corresponding
Funding Date in the event the applicable conditions precedent to funding the
requested Loans set forth in Article 6 have been satisfied or waived in
accordance with Section 14.3, and the Administrative Agent, in its sole
discretion, may, but shall not be obligated to, advance all or any portion of
the amount of any requested Borrowing on such Funding Date to the Borrower
prior to receiving the proceeds of the corresponding Loans from the Lenders. If
the Administrative Agent has advanced proceeds of any Loan to the Borrower on
behalf of any Lender and such Lender fails to make available to the
Administrative Agent its Percentage share of such Loan as required by Section
2.1, Section 2.2 or Section 2.3, the Administrative Agent shall be entitled to
recover such amount on demand from such Lender. If such Lender does not pay
such amount forthwith upon the Administrative Agent's demand therefor, the
Administrative Agent shall notify the Borrower and the Borrower shall pay such
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover from such Lender interest at the applicable rate for such
Loan, but in no event to exceed the Highest Lawful Rate, on such amount so
advanced on behalf of such Lender for each day from the date such amount was
made available by the Administrative Agent to the Borrower to the date such
amount is recovered by the Administrative Agent. Nothing herein shall be deemed
to relieve any Lender from its obligation to fulfill such Lender's Commitments
or to prejudice any rights that the Administrative Agent or the Borrower may
have against any Lender as a result of any default by such Lender hereunder.

         2.11.    Use of Proceeds. The proceeds of the Loans will be used by
the Borrower solely (a) to refinance the outstanding principal indebtedness
owed by the Borrower under that certain Amended and Restated Credit Agreement
dated as of May 31, 2001, between the Borrower, CPS, CSI, ACT, SunTrust and
certain Lenders, as amended to date, (b) for working capital purposes and other
general corporate purposes, including the making of permitted Capital
Expenditures, (c) to refinance the outstanding principal indebtedness owed by
PETNet under the terms of the existing indebtedness of PETNet to SunTrust, and
(d) Permitted Acquisitions. The


                                     -35-
<PAGE>

Borrower will not use the proceeds of the Loans, nor permit the proceeds of the
Loans to used, for any purpose that is not permitted by the terms of this
Agreement or for any purpose prohibited by any law. The Borrower will only make
the proceeds of the Loans available to its Subsidiaries by means of loans to
such Subsidiaries, which loans shall be evidenced by Pledged Notes. Upon
request, the Borrower will immediately provide the Administrative Agent with
the amount of the proceeds of the loans loaned to any Subsidiary.

         2.12.    Credit Fees. In consideration for the obligations of the
Administrative Agent, the Issuing Bank and the Lenders set forth herein, the
Borrower shall pay the following credit fees:

                  2.12.1.  Administrative Agent's Fees. Pursuant to one or more
separate agreements with the Administrative Agent, the Borrower shall pay to
the Administrative Agent the fees and charges specified therein for the
services of the Administrative Agent in acting as such hereunder.

                  2.12.2.  Upfront Fee. The Borrower agrees to pay to the
Administrative Agent for the benefit of the New Lenders a fee equaling 0.0017%
of the aggregate amount of the Commitments of the New Lenders payable on the
date of execution of this Credit Agreement, for distribution to New Lenders in
proportion to their respective Percentages.

                  2.12.3.  Amendment and Extension Fee. The Borrower agrees to
pay to the Administrative Agent for the benefit of the Existing Lenders an
amendment and extension fee equaling 0.0010% of the aggregate amount of the
Commitment of the Existing Lenders, payable on the date of execution of this
Credit Agreement, for distribution to the Existing Lenders in proportion to
their respective Percentages.

                  2.12.4.  Commitment Fees. The Borrower agrees to pay to the
Administrative Agent, for distribution to the Lenders in proportion to their
respective Percentages, annual commitment fees for the period commencing on the
date hereof to but excluding the Maturity Date equal to the average of the
daily unused portion of the Revolving Credit Commitments (i.e., the aggregate
amount of the Revolving Credit Commitments less the aggregate amount of
Revolving Loans and Letter of Credit Liabilities outstanding) during the prior
Fiscal Quarter multiplied by the Applicable Commitment Fee Percentage
designated in Section 2.14 below ("Commitment Fees"). No Commitment Fees shall
be charged on the daily unused portion of the Swingline Commitments Commitment
Fees shall be due and payable in quarter-annual installments, in arrears, on
January 1, April 1, July 1 and October 1 of each year, commencing April 1,
2002, and on the Maturity Date.

                  2.12.5.  Letter of Credit Fees. The Borrower agrees to pay to
the Administrative Agent, for distribution to the Lenders in proportion to
their respective Percentages, the following letter of credit fees:

                  (a)      Existing Letters of Credit. A letter of credit fee
         on existing Letters of Credit and all renewals thereof, equal to the
         average daily aggregate amount outstanding under Letters of Credit,
         ("Existing Letters of Credit") multiplied by 1.25%, payable quarterly
         in arrears on January 1, April 1, July 1 and October 1 of each year,
         commencing with April, 2002, and on the Maturity Date.


                                     -36-
<PAGE>

                  (b)      New Letters of Credit. A letter of credit fee on the
         average outstanding new Letters of Credit issued under the Revolving
         Credit Facility, equal to the Applicable LIBOR Margin for LIBOR Loan
         advances, (the "New Letters of Credit Fee"), payable quarterly in
         arrears on January 1, April 1, July 1 and October 1 of each year, and
         on the Maturity Date.

                  2.12.6.  Opening Fees; Amendment or Transfer Fees; Drawing
Fees. Pursuant to one or more separate agreements with the Issuing Bank,
Borrower shall pay to the Issuing Bank a fee of one quarter of one percent
(0.25%) of each Letter of Credit as its fees for the issuance of Letters of
Credit pursuant to this Agreement, together with the normal and customary fees
charged by the Issuing Bank upon the establishment of any Letter of Credit,
upon any amendment or transfer of a Letter of Credit and upon the payment of
any drawing under any Letter of Credit.

         2.13.    Computations. To the extent permitted by applicable law, all
computations of fees and interest under this Agreement payable in respect of
any period shall be made by the Administrative Agent on the basis of: (i) for
Base Rate Loans, a 365-day year, and (ii) for LIBOR Loans, a 360-day year, in
each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such fees or interest are
payable. In computing interest on any Loan, the date of the making of such Loan
or the first day of an Interest Period, as the case may be, shall be included
and the date of payment or the expiration date of an Interest Period, as the
case may be, shall be excluded; provided, however, that if a Loan is repaid on
the same day on which it is made, one day's interest shall be paid on that
Loan.

         2.14.    Interest and Fees Margins. For purposes of interest and fee
computations hereunder involving the Applicable LIBOR Margin, Applicable Base
Rate Margins, and the Applicable Commitment Fee Percentage, such margins and
percentages shall be determined as follows:

<TABLE>
<CAPTION>
                                                                                          Applicable
                                Applicable LIBOR             Applicable Base              Commitment Fee
Tier                            Margin                       Rate Margin                  Percentage
----                            ------                       -----------                  ----------
<S>                             <C>                          <C>                          <C>
1                               0.75                         0.00                         0.15
2                               1.00                         0.00                         0.15
3                               1.25                         0.25                         0.15
4                               1.50                         0.50                         0.15
5                               1.75                         0.75                         0.15
</TABLE>

Except as expressly hereinafter provided, the applicable tier at any time shall
be determined with reference to the Total Indebtedness to EBITDAM Ratio at such
time, as follows:


                                     -37-
<PAGE>

<TABLE>
<CAPTION>
Tier                                      Total Indebtedness to EBITDAM Ratio
----                                      -----------------------------------
<S>                                       <C>
1                                         Less than 1.00

2                                         Equal to or greater than 1.00 to 1.00 but less than 1.50 to 1.00

3                                         Equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00

4                                         Equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00

5                                         Equal to or greater than 2.50 to 1.00
</TABLE>

From the date hereof to but not including the First Pricing Tier  Determination
Date, Tier 4 shall be applicable. Any adjustment in the margins set forth above
shall take effect on the first Pricing Tier  Determination  Date  following the
Last Four Fiscal Quarters as to which such ratio was calculated.

         2.15.    Special Provisions Governing LIBOR Loans. Notwithstanding
other provisions of this Agreement, the following provisions shall govern with
respect to LIBOR Loans as to the matters covered:

                  2.15.1.  Determination of Interest Period. By giving a Notice
of Borrowing pursuant to Section 2.2.4, the Borrower shall have the option,
subject to the other provisions of this Section 2.15.1, to specify whether the
Interest Period commencing on the date specified therein shall be a one, two,
three, or six-month period; provided that:

                  (a)      in the case of immediately successive Interest
         Periods, each successive Interest Period shall commence on the day on
         which the next preceding Interest Period expires;

                  (b)      if any Interest Period otherwise would expire on a
         day that is not a Business Day, that Interest Period shall be extended
         to expire on the next succeeding Business Day; provided, however, that
         if any such Interest Period would otherwise expire on a day that is
         not a Business Day but is a day of the month after which no further
         Business Day occurs in that month, that Interest Period shall expire
         on the immediately preceding Business Day;

                  (c)      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, subject to paragraph (d) below, end on the last
         Business Day of a calendar month; and

                  (d)      no Interest Period for any Loan shall extend beyond
         the Maturity Date for such Loan; and


                                     -38-
<PAGE>

                  (e)      there shall not be more than four Interest Periods
         in effect with respect to the Loans at any time.

                  2.15.2.  Determination of Interest Rate. As soon as is
practicable after 11:00 a.m. (Eastern time) on the Interest Rate Determination
Date, the Administrative Agent shall determine (which determination shall,
absent manifest error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the LIBOR Loans for which an interest rate is
then being determined for the applicable Interest Period and shall promptly
give notice thereof (in writing or by telephone confirmed in writing) to the
Borrower and to each Lender.

                  2.15.3.  Inability to Determine Rate. In the event the
Administrative Agent shall have determined (which determination shall be
conclusive and binding absent manifest error) that by reason of circumstances
affecting the London interbank Eurodollar market, adequate and reasonable means
do not exist for ascertaining Base LIBOR, the Administrative Agent forthwith
shall give notice of such determination (in writing or by telephone confirmed
in writing) to the Borrower and to each Lender. If such notice is given, and
until such notice has been withdrawn by the Administrative Agent, no additional
LIBOR Loans shall be made.

                  2.15.4.  Illegality; Termination of Commitment to Make LIBOR
Loans. Notwithstanding any other provisions of this Agreement, if any law,
treaty, rule or regulation or determination of a court or other governmental
authority, or any change therein or in the interpretation or application
thereof, shall make it unlawful for any Lender to make or maintain LIBOR Loans,
as contemplated by this Agreement, then, and in any such event, such Lender
shall be an "Affected Lender" and shall promptly give notice (by telephone
confirmed in writing) to the Borrower and the Administrative Agent (which
notice the Administrative Agent shall promptly transmit to each Lender in
writing, or by telephone confirmed in writing) of such determination, and the
obligation of the Lenders to make LIBOR Loans shall be terminated, and the
obligation of the Lenders to maintain their respective LIBOR Loans during such
period shall be terminated at the earlier to occur of the termination of the
last Interest Period then in effect or when required by law. Thereafter, and
until such notice has been withdrawn by the Affected Lender, the Lenders shall
have no obligation to make LIBOR Loans, and any LIBOR Loans of the Lenders then
outstanding shall be converted into Base Rate Loans as of the end of the
corresponding Interest Period for each.

                  2.15.5.  LIBOR Loans After Default. Unless all Lenders shall
otherwise agree, after the occurrence of and during the continuance of a
Default, the Borrower may not elect to have a Loan be made or continued as, or
converted to, a LIBOR Loan.

                  2.16.    Expenses. The Borrower shall reimburse the
Administrative Agent, on demand, for all reasonable attorneys' and paralegals'
fees and expenses of counsel to the Administrative Agent, all fees and expenses
for title, lien and other public records searches, all filing and recordation
fees and taxes, all title insurance premiums, survey charges and environmental
consulting fees, all duplicating expenses, corporation search fees, appraisal
fees and escrow agent fees and expenses and all other customary fees and
expenses incurred in connection with (a) the negotiation, documentation and
closing of the transactions contemplated hereby, (b) the perfection of or the
continued perfection of any security interests contemplated hereby or


                                     -39-
<PAGE>

hereinafter created, and (c) the review and preparation of any documentation in
connection with, and the approval by the Administrative Agent or the Lenders of,
any matter for which the approval of the Administrative Agent or the Lenders is
requested or required hereunder. The obligations described in this Section 2.16
regarding the payment of expenses are independent of all other obligations of
the Borrower hereunder, shall survive the expiration or termination of the
Commitments and shall be payable regardless of whether the financing
transactions contemplated by this Agreement shall be consummated.

                                    ARTICLE 3

                     PAYMENTS, PREPAYMENTS AND COMPUTATIONS

         3.1.     General Provisions Relating to Repayment of Loans. The Loans
shall be repaid as provided in this Section 3.1.

                  3.1.1.   Interest Payments. The interest accrued on each Loan
shall be payable on each Interest Payment Date applicable to such Loan, upon any
prepayment of any LIBOR Loan (to the extent accrued on the amount being prepaid)
and at maturity.

                  3.1.2.   Prepayments.

                  (a)      Optional Prepayments.

                           (1)      The Borrower may prepay Swingline Loans, in
                  whole or in part, at any time and from time to time. Except to
                  the extent that repayment of Swingline Loans is being
                  administered through an automated cash management system
                  mutually approved in writing by the Borrower and the Swingline
                  Lender, the Borrower shall, prior to or contemporaneously with
                  making any such prepayment, give the Swingline Lender such
                  notice of prepayment (written notice or Telephonic Notice
                  confirmed in writing to the Swingline Lender) as is sufficient
                  to enable the Swingline Lender to apply such prepayment
                  properly to the repayment of Swingline Loans.

                           (2)      The Borrower may, upon not less than one (1)
                  Business Day's prior written notice or upon not less than one
                  (1) Business Day's prior Telephonic Notice confirmed in
                  writing to the Administrative Agent (in the case of Base Rate
                  Loans), and upon not less than three (3) Business Days' prior
                  written notice or three (3) Business Days' prior Telephonic
                  Notice confirmed in writing to the Administrative Agent (in
                  the case of LIBOR Loans) (each of which notices the
                  Administrative Agent will promptly transmit to each Lender in
                  writing, or by telephone confirmed in writing), at any time
                  and from time to time prepay any Borrowing of Loans (as the
                  Borrower may specify to the Administrative Agent) in a minimum
                  amount of $1,000,000 (or, if less, the aggregate outstanding
                  principal balance) and in integral multiples of $100,000 in
                  excess of that amount; provided, however, that LIBOR Loans may
                  be prepaid only upon the expiration of the current Interest
                  Period for such LIBOR Loan; provided, further, that LIBOR
                  Loans may only be prepaid in part if, after such prepayment,
                  the unpaid portion of


                                      -40-
<PAGE>

                  such Loans shall have aggregate minimum balances of
                  $1,000,000; and provided further that, in connection with any
                  prepayment of LIBOR Loans, the Borrower shall pay to the
                  Administrative Agent, for distribution to the Lenders, the
                  accrued interest on such Loan required to be paid pursuant to
                  Section 3.1.1 and any amounts required to be paid pursuant to
                  Section 3.4.5.

                  (b)      Mandatory Prepayments.

                           (1)      The Borrower shall prepay Swingline Loans
                  and Revolving Loans to the extent necessary so that the
                  aggregate principal amount of Swingline Loans, Revolving Loans
                  and Letter of Credit Liabilities outstanding at any time does
                  not exceed an amount equal to the lesser of the Borrowing Base
                  then in effect or the Revolving Credit Commitments then in
                  effect; provided, however, that in connection with any
                  prepayment of LIBOR Loans, the Borrower shall pay to the
                  Administrative Agent, for distribution to the Lenders, the
                  accrued interest on such Loan required to be paid pursuant to
                  Section 3.1.1 and any amounts required to be paid pursuant to
                  Section 3.4.5. Any prepayment pursuant to this paragraph (2)
                  shall be applied first to Swingline Loans until the same have
                  been fully repaid, and then to Base Rate Loans and/or LIBOR
                  Loans, in the order provided below.

                           (2)      The Borrower shall prepay Loans with (A) all
                  of the net proceeds of the sale or other disposition of assets
                  by the Borrower or any Guarantor except for dispositions
                  permitted pursuant to clauses (a), (b) and (c) of Section 9.3
                  and (B) all of the net proceeds resulting from the incurrence
                  of any Indebtedness other than Indebtedness permitted
                  hereunder; provided, however, that in connection with any
                  prepayment of LIBOR Loans, the Borrower shall pay to the
                  Administrative Agent, for distribution to the Lenders, the
                  accrued interest on such Loan required to be paid pursuant to
                  Section 3.1.1 and any amounts required to be paid pursuant to
                  Section 3.4.5 and provided, further, that this section shall
                  not be construed to permit the Borrower to take any action not
                  otherwise permitted hereunder. Any prepayment pursuant to this
                  paragraph (3) shall be applied first then to Base Rate Loans
                  and/or LIBOR Loans, in the order provided below, until the
                  same have been fully repaid, and then to Swingline Loans.

                  (c)      Application of Prepayments. Any prepayment applied to
         Revolving Loans pursuant to this Section 3.1.2 shall be applied first
         to Base Rate Loans to the full extent thereof before application to
         LIBOR Loans.

                  3.1.3.   Final Maturity of Loans. In all events, the entire
aggregate principal balances of, all accrued and unpaid interest on and all fees
and other sums due and payable in respect of the Revolving Loans and Swingline
Loans shall be due and payable in full on the Maturity Date if not sooner paid.

         3.2.     Repayment of Amounts Drawn Under Letters of Credit. On each
day the Issuing Bank honors a drawing under a Letter of Credit, the Borrower
shall, after the Issuing Bank has honored such drawing, immediately reimburse
the Issuing Bank for the account of the Lenders, by 12:00 noon (Eastern time)
(or as soon thereafter as the drawing has been honored) in an


                                      -41-
<PAGE>

amount equal to the amount of such drawing. Subject to all other applicable
terms, conditions and provisions of this Agreement, proceeds of Loans may be
used to effect such reimbursement.

         3.3.     Payments and Computations, Etc.

                  3.3.1.   Time and Manner of Payments. Except as otherwise
expressly set forth herein, all payments of principal, interest and fees
hereunder and under the Notes shall be in lawful currency of the United States
of America, in immediately available (same day) funds without set-off, counter
claim, or deduction of any kind, and delivered to the Administrative Agent at
its Lending Office for its account, the account of the Lenders, the account of
the Swingline Lender or the account of the Issuing Bank, as the case may be (or,
in the case of Swingline Loans and if so directed in writing by the Swingline
Lender, delivered directly to the Swingline Lender), not later than 12:00 noon
(Eastern time) on the date due. As soon as is practicable thereafter, the
Administrative Agent shall cause to be distributed like funds relating to the
payment of principal or interest or fees ratably to the Lenders in accordance
with their respective Percentages (other than amounts payable pursuant to
Sections 2.12.1, 3.4 and 3.5, which are to be distributed other than ratably).
Funds received by the Administrative Agent after the time specified in the first
sentence of this paragraph shall be deemed to have been paid by the Borrower on
the next succeeding Business Day.

                  3.3.2.   Payments on Non-Business Days. Whenever any payment
to be made hereunder or under the Notes shall be stated to be due on a day that
is not a Business Day, the payment shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of the
payment of interest hereunder or under the Notes or of the fees payable
hereunder, as the case may be; provided, however, that in the event that the day
on which payment relating to a LIBOR Loan is due is not a Business Day but is a
day of the month after which no further Business Day occurs in that month, then
the due date thereof shall be the next preceding Business Day.

                  3.3.3.   Apportionment of Payments. Aggregated principal and
interest payments in respect of Loans other than Swingline Loans shall be
apportioned among all outstanding Loans to which such payments relate, and shall
be apportioned ratably among the Lenders in proportion to the Lenders'
respective Percentages of the corresponding Loans. The Administrative Agent
shall promptly distribute to each Lender at its Lending Office its Percentage of
all such payments received by the Administrative Agent.

                  3.3.4.   Assumption of Payments Made. Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the benefit of
the Lenders hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the


                                      -42-
<PAGE>

date such Lender repays such amount to the Administrative Agent, at the Federal
Funds Rate, but in no event to exceed the Highest Lawful Rate.

                  3.3.5.   Application of Proceeds. After the occurrence and
during the continuance of an Event of Default, unless otherwise set forth in
this Agreement or the other Loan Documents, all payments received by the
Administrative Agent from the enforcement of remedies under the Loan Documents
or otherwise with respect to the Obligations shall be applied (a) first, to the
payment of any fees, expenses, reimbursements or indemnities then due from the
Borrower to the Administrative Agent; (b) second, to the payment of any fees,
expenses, reimbursements or indemnities then due from the Borrower to the
Lenders, or any of them; (c) third, to the ratable payment of interest due from
the Borrower with respect to any of the Loans and fees in respect of the Letters
of Credit; (d) fourth, to the ratable payment of principal of any of the Loans
of the Borrower and all obligations of the Borrower to reimburse the Issuing
Bank and the Lenders in respect of drawings under Letters of Credit; (e) fifth,
to be held as cash collateral by the Administrative Agent for the ratable
benefit of the Lenders, as security for outstanding Letter of Credit
Liabilities, and (f) sixth, to pay all other Obligations. Amounts applied to the
interest on or principal of Loans as aforesaid shall be applied to the interest
on or principal of outstanding Swingline Loans, if any, prior to the application
of same to other Loans.

         3.4.     Increased Costs, Capital Requirements and Taxes.

                  3.4.1.   Increased Costs. Except to the extent reimbursed
pursuant to other provisions of this Section 3.4, in the event that either (i)
the introduction of, or any change in, or in the interpretation of, any law or
regulation or (ii) compliance with any guideline or request from any central
bank or other Governmental Authority (regardless of whether having the force of
law) that is generally applicable to financial institutions situated similarly
to one or more Lenders and not directed specifically to a particular Lender:

                  (a)      does or shall subject any Lender to any additional
         income, preference, minimum or excise tax or to any additional tax of
         any kind whatsoever with respect to this Agreement, the Notes, the
         Letters of Credit or any of the Loans or change the basis of taxation
         of payments to such Lender of principal, commitment fees, interest or
         any other amount payable hereunder (except for changes in the rate of
         tax on the overall gross or net income of that Lender or its foreign
         branch, agency or subsidiary); or

                  (b)      does or shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan, FDIC insurance or similar
         requirement against assets held by, or deposits or other liabilities in
         or for the account of, advances or loans by, or other credit extended
         by, or any other acquisition of funds by, any office of such Lender
         (except, with respect to LIBOR Loans, to the extent that the reserve
         requirements are reflected in the definition of "LIBOR"); or

                  (c)      does or shall impose on that Lender any other
         condition;

and the result of any of the foregoing is to increase the cost to that Lender of
issuing or participating in the Letters of Credit or of making, renewing or
maintaining the Loans or the


                                      -43-
<PAGE>

Commitments or to reduce any amount receivable hereunder or thereunder; then, in
any such case, the Borrower shall promptly pay to such Lender, upon demand, such
additional amounts as are sufficient to compensate such Lender for any such
additional cost or reduced amount received.

                  3.4.2.   Capital Requirements - General. If either (i) the
introduction of, or any change in, or in the interpretation of, any law or
regulation or (ii) compliance with any guideline or request from any central
bank or other Governmental Authority (regardless of whether having the force of
law) that is generally applicable to financial institutions situated similarly
to one or more Lenders and not directed specifically to a particular Lender,
affects or would affect in any way the amount of capital required or expected to
be maintained by any Lender or any corporation controlling such Lender with the
effect of reducing the rate of return on such capital to a level below the rate
that such Lender or such other corporation could have achieved but for such
introduction, change or compliance, and such Lender reasonably determines that
such reduction is based on the existence of commitments of such Lender that are
the same as or similar to such Lender's Commitments hereunder, then upon demand
by such Lender, the Borrower shall further pay to such Lender from time to time
as specified by such Lender such additional amounts as are sufficient to
compensate such Lender or other corporation for such reduction.

                  3.4.3.   Capital Requirements - Letters of Credit. If the
Issuing Bank or any Lender determines that either (i) the introduction of, or
any change in, or in the interpretation of, any law or regulation or (ii)
compliance with any guideline or request from any central bank or other
Governmental Authority (regardless of whether having the force of law) that is
generally applicable to financial institutions situated similarly to one or more
Lenders and not directed specifically to a particular Lender, affects or would
affect in any way the amount of capital required or expected to be maintained by
the Issuing Bank or such Lender or any corporation controlling the Issuing Bank
or such Lender with the effect of reducing the rate of return on such capital
below the rate that the Issuing Bank or such Lender or such other corporation
could have achieved but for such introduction, change or compliance, and the
Issuing Bank or such Lender reasonably determines that such reduction is based
on the existence of the Letters of Credit issued hereunder and other commitments
of this type, then upon demand by the Issuing Bank or such Lender, the Borrower
shall further pay to the Issuing Bank and such Lender from time to time as
specified by the Issuing Bank and such Lender such additional amounts as are
sufficient to compensate the Issuing Bank and such Lender or other corporation
for such reduction.

                  3.4.4.   Increased Reserves - Letters of Credit. If either (i)
the introduction of, or any change in, or in the interpretation of, any law or
regulation or (ii) compliance with any guideline or request from any central
bank or other Governmental Authority (regardless of whether having the force of
law) that is generally applicable to financial institutions situated similarly
to one or more Lenders and not directed specifically to a particular Lender,
shall either (a) impose, modify or deem applicable any reserve, special deposit
or similar requirement against letters of credit or similar instruments issued
by, or assets held by, or deposits in or for the account of, the Issuing Bank or
any Lender, or (b) impose on the Issuing Bank or any Lender any other condition
regarding this Agreement as it pertains to the Letters of Credit, or any letter
of credit, and the result of any event referred to in the preceding clause (a)
or (b) shall be to


                                      -44-
<PAGE>

increase the cost to the Issuing Bank or any Lender of issuing or maintaining
any Letter of Credit or any participation therein (which increase in cost shall
be determined by the Issuing Bank's or such Lender's, as the case may be,
reasonable allocations of the aggregate of such cost increases resulting from
such event), then, upon demand by the Issuing Bank or such Lender, as the case
may be, the Borrower shall forthwith pay to the Issuing Bank or such Lender, as
the case may be, from time to time as specified by the Issuing Bank or such
Lender, as the case may be, such additional amounts as are sufficient to
compensate the Issuing Bank or such Lender, as the case may be, for such
increased cost.

                  3.4.5.   Breakage Costs - LIBOR Loans. The Borrower shall
indemnify and hold each Lender free and harmless from all losses, liabilities
and reasonable expenses (including any loss sustained by that Lender in
connection with the re-employment of such funds) that such Lender may sustain:
(a) if for any reason (other than a default by such Lender) a Borrowing of LIBOR
Loans does not occur on a date specified therefor in a Notice of Borrowing or a
Telephonic Notice requesting a borrowing or a continuation of or conversion to
LIBOR Loans does not occur on a date specified therefor in a Notice of
Conversion/Continuation or in a Telephonic Notice requesting a
conversion/continuation, (b) if any prepayment of any of its LIBOR Loans occurs
on a date that is not the last day of an Interest Period, (c) if any prepayment
of any of its LIBOR Loans is not made on any date specified in a notice of
prepayment given by the Borrower, or (d) as a consequence of any other default
by the Borrower to repay its LIBOR Loans when required by the terms of this
Agreement.

                  3.4.6.   LIBOR Taxes. The Borrower shall indemnify and hold
each Lender free and harmless from, and shall pay, prior to the date on which
penalties attach thereto, all present and future income, stamp and other taxes,
levies or costs and charges whatsoever imposed, assessed, levied or collected on
or in respect of a Loan solely as a result of the interest rate being determined
by reference to LIBOR or the provisions of this Agreement related to LIBOR or
the recording, registration, notarization or other formalization of any thereof
or any payments of principal, interest or other amounts made on or in respect of
a Loan when the interest rate is determined by reference to LIBOR (all such
taxes, levies, costs and charges being herein collectively called "LIBOR
Taxes"); provided, however, that LIBOR Taxes shall not include: taxes imposed on
or measured by the overall gross or net income of such Lender or any foreign
branch, agency or subsidiary of such Lender by the United States of America or
any political subdivision or taxing authority thereof or therein, or taxes on or
measured by the overall gross or net income of that Lender or any foreign
branch, agency or subsidiary of that Lender by any foreign country or
subdivision thereof in which that Lender, branch, agency or subsidiary is doing
business. The Borrower also shall indemnify and hold each Lender free and
harmless from, and shall pay such additional amounts equal to, increases in
taxes payable by that Lender described in the foregoing proviso that are
attributable to payments made by the Borrower described in the immediately
preceding sentence or this sentence. Promptly after the date on which payment of
any such LIBOR Tax is due pursuant to applicable law, the Borrower will, at the
request of such Lender, furnish to such Lender evidence, in form and substance
satisfactory to such Lender, that the Borrower has met its obligation under this
Section 3.4.6; and the Borrower will indemnify each Lender against, and
reimburse each Lender on demand for, any LIBOR Taxes payable by that Lender.
Such Lender shall provide the Borrower with appropriate


                                      -45-
<PAGE>

receipts for any payments or reimbursements made by the Borrower pursuant to
this Section 3.4.6.

                  3.4.7.   Notice of Increased Costs; Payment. Each Lender and
the Issuing Bank will promptly notify the Administrative Agent (with a copy to
the Borrower) of any event of which it has knowledge, occurring after the date
hereof, that entitles such Lender or the Issuing Bank to compensation,
reimbursement or indemnity pursuant to this Section 3.4 or Section 3.5, and
shall furnish to the Administrative Agent (with a copy to the Borrower) a
certificate of such Lender or the Issuing Bank claiming compensation,
reimbursement or indemnity under this Section 3.4 or Section 3.5, setting forth
in reasonable detail the additional amount or amounts to be paid to it hereunder
if not theretofore paid by the Borrower as provided in Section 3.5 (which
certificate shall be presumed correct and binding in the absence of manifest
error). In determining such amount, such Lender and the Issuing Bank may use any
reasonable averaging, attribution or allocation methods. Within fifteen (15)
days following receipt of such notice, the Borrower shall pay to the
Administrative Agent, for distribution to such Lender, or to the Issuing Bank,
as the case may be, the amount shown to be due and payable by such certificate.

         3.5.     Taxes.

                  3.5.1.   Taxes Generally. Any and all payments by the Borrower
or any Guarantor hereunder or under the Notes or the other Loan Documents shall
be made free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect to such payments (including interest, additions to tax
and penalties thereon), excluding, in the case of each Lender, the
Administrative Agent and the Issuing Bank, (i) taxes imposed on or measured by
its net income or, in the State of Tennessee, net assets, and franchise taxes
imposed on it, by the jurisdiction of such Lender's Lending Office or any
political subdivision or taxing authority thereof, and (ii) withholding taxes
that are the subject of Sections 3.5.2 through 3.5.4. If the Borrower or any
Guarantor shall be required by law to deduct any such taxes from or in respect
of any sum payable hereunder or under any Note or any other Loan Document to any
Lender or the Administrative Agent, (a) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.5) such
Lender or the Administrative Agent (as the case may be) shall receive an amount
equal to the sum it would have received had no such deductions been made, and
(b) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law. If and to the
extent that any Lender subsequently shall be refunded or otherwise recover all
or any part of any such deduction, it shall refund to the Borrower the amount so
recovered.

                  3.5.2.   Withholding Tax Exemption. If any Lender is a
"foreign corporation" within the meaning of the Code, such Lender shall deliver
to the Administrative Agent either: (a) if such Lender qualifies for an
exemption from or a reduction of United States withholding tax under a tax
treaty, a properly completed and executed Internal Revenue Service form 1001
before the payment of any interest is due in the first calendar year and in each
third succeeding calendar year during which interest may be paid under this
Agreement, or (b) if such Lender qualifies for an exemption for interest paid
under this Agreement from United States withholding tax because it effectively
is connected with a United States trade or business of such Lender, two


                                      -46-
<PAGE>

properly completed and executed copies of Internal Revenue Service form 4224
before the payment of any interest is due in the first taxable year of such
Lender, and in each succeeding taxable year of such Lender, during which
interest may be paid under this Agreement, and (c) such other form or forms as
may be required or reasonably requested by the Administrative Agent to establish
or substantiate exemption from, or reduction of, United States withholding tax
under the Code or other laws of the United States. Each such Lender agrees to
notify the Administrative Agent of any change in circumstances that would modify
or render invalid any claimed exemption or reduction.

                  3.5.3.   Withholding Taxes. If any Lender is entitled to a
reduction in the applicable withholding tax, the Administrative Agent may
withhold from any interest payment to such Lender an amount equivalent to the
applicable withholding tax after taking into account such reduction. If the
forms or other documentation required by Section 3.5.2 are not delivered to the
Administrative Agent, then the Administrative Agent may withhold from any
interest payment to any Lender not providing such forms or other documentation,
an amount equivalent to the applicable withholding tax.

                  3.5.4.   Indemnification. If the Internal Revenue Service or
any authority of the United States or other jurisdiction asserts a claim that
the Administrative Agent did not properly withhold tax from amounts paid to or
for the account of any Lender (because the appropriate form was not delivered or
was not properly executed, or because such Lender failed to notify the
Administrative Agent of a change in circumstances that rendered the exemption
from or reduction of withholding tax ineffective, or for any other reason) such
Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax or otherwise,
including penalties and interest, together with all expenses incurred, including
legal expenses, allocated staff costs and any out-of-pocket expenses. In the
event that any Lender is not organized under the laws of the United States or
any state thereof, such Lender shall furnish to the Administrative Agent and the
Borrower any forms and certificates appropriate to verify that the Lender is
exempt from United States' tax withholding requirements.

                  3.5.5.   Subsequent Lenders. If any Lender sells, assigns,
grants participations in or otherwise transfers its rights under this Agreement,
the participant shall comply and be bound by the terms of Section 3.5.2 as
though it were such Lender.

         3.6.     Booking of Loans. Any Lender may make, carry or transfer Loans
at, to or for the account of, any of its branch or agency offices, provided,
however, that in the event that any Lender transfers its Loans to another branch
or agency office in a transaction that does not involve the transfer by such
Lender of any of its other loans to such branch or agency office, such Lender
shall not be entitled to reimbursement for additional costs or taxes with
respect to such Loans pursuant to Section 3.4 or Section 3.5 if the Borrower
would be subject to additional liability under Section 3.4 or Section 3.5 to
which it would not be subject if such Lender's Loans were maintained at the
office at which such Loans were carried prior to such transfer.

         The Borrower acknowledges and agrees that (a) each Lender's method of
funding its Loans hereunder shall be in the sole discretion of such Lender, so
long as such funding complies with all applicable requirements of this
Agreement, and (b) for purposes of any determination to


                                      -47-
<PAGE>

be made pursuant to Sections 2.15.4 or 3.4.5 of this Agreement, each Lender
shall be presumed conclusively to have funded its LIBOR Loans with the proceeds
of Dollar deposits obtained by such Lender in the interbank Eurodollar market.

                                   ARTICLE 4

                                    SECURITY

         4.1.     Initial Security. The Obligations of the Borrower and the
Guarantors shall be secured by:

                  (a)      the Security Agreement;

                  (b)      the Patent and License Security Agreement; and

                  (c)      the security interest in the Collateral Account
         herein granted in favor of the Administrative Agent for the ratable
         benefit of the Lenders.

         4.2.     Further Assurances. Without limiting the foregoing, the
Borrower and the Guarantors shall, at their sole cost and expense, execute and
deliver to the Administrative Agent, the Lenders and the Issuing Bank all such
further documents, instruments and agreements and perform all such other acts
that reasonably may be required in the opinion of the Administrative Agent to
enable the Administrative Agent, the Lenders and the Issuing Bank to exercise
and enforce their respective rights as the secured parties under the Security
Documents and to carry out the provisions or effectuate the purposes of this
Agreement and the other Loan Documents. To the extent permitted by applicable
law, the Borrower and the Guarantors hereby authorize the Administrative Agent
on behalf of itself, the Lenders and the Issuing Bank to file Financing
Statements and continuation statements with respect to the security interests
granted or assigned under the Security Documents and to execute such Financing
Statements and continuation statements on behalf of the Borrower and the
Guarantors. The Administrative Agent shall furnish to the Borrower and the
Guarantors copies of all such Financing Statements and continuation statements
filed by the Administrative Agent on behalf of the Lenders pursuant to this
Section 4.2.

                                   ARTICLE 5

                                    GUARANTY

         5.1.     Guaranty. Each of the Guarantors hereby unconditionally and
irrevocably, jointly and severally, guarantees to the Administrative Agent, the
Lenders and the Issuing Bank the due and punctual payment and performance of all
of the Obligations (except to the extent such Guarantor is a Principal Obligor
on such Obligations), in each case as and when the same shall become due and
payable, whether at maturity, by acceleration, mandatory prepayment or
otherwise, according to their terms; provided, however, that the guarantee of
CPS does not include or extend to a guarantee by CPS of any Obligations incurred
by the Borrower to loan


                                      -48-
<PAGE>

amounts to PETNet. For purposes of determining the amount of Obligations
guaranteed by CPS, the amount of proceeds of the Loans loaned to PETNet by the
Borrower, as evidenced by the records of the Borrower, shall be deducted from
the total Obligations outstanding, and the remaining amount of Obligations, to
the extent such amount does not exceed $55,000,000, shall be deemed to be
guaranteed by CPS hereunder. In case of failure by a Principal Obligor of any
Obligation punctually to pay or perform such Obligation, each of the Guarantors
(other than a Principal Obligor on such Obligation) hereby unconditionally and
irrevocably agrees to cause such payment to be made punctually as and when the
same shall become due and payable, whether at maturity, by prepayment,
declaration or otherwise, and to cause such performance to be rendered
punctually as and when due, in the same manner as if such payment or performance
were made by such Principal Obligor. This guaranty is and shall be a guaranty of
payment and performance and not merely of collection. Notwithstanding anything
to the contrary in this Section 5.1 or elsewhere in this Agreement, or in any
other Loan Documents, the guaranty and contribution obligations of CPS under
this Agreement (including, without limitation, all Obligations of CPS) shall be
limited to at all times a maximum aggregate amount of $55,000,000.

         5.2.     Maximum Guaranty Liability.

                  (a)      Subject to the limitations contained in the last
         sentence of Section 5.1, each Guarantor's respective obligations
         hereunder and under the other Loan Documents shall be in an amount
         equal to, but not in excess of, the maximum liability permitted under
         Applicable Bankruptcy Law (the "Maximum Guaranty Liability"). To that
         end, but only to the extent such obligations otherwise would be subject
         to avoidance under Applicable Bankruptcy Law if any Guarantor is deemed
         not to have received valuable consideration, fair value or reasonably
         equivalent value for its obligations hereunder or under the other Loan
         Documents, each such Guarantor's respective obligations hereunder and
         under the other Loan Documents shall be reduced to that amount which,
         after giving effect thereto, would not render such Guarantor insolvent,
         or leave such Guarantor with an unreasonably small capital to conduct
         its business, or cause such Guarantor to have incurred debts (or to be
         deemed to have intended to incur debts), beyond its ability to pay such
         debts as they mature, at the time such obligations are deemed to have
         been incurred under Applicable Bankruptcy Law. As used herein, the
         terms "insolvent" and "unreasonably small capital" likewise shall be
         determined in accordance with Applicable Bankruptcy Law. This Section
         5.2 is intended solely to preserve the rights of the Lenders, the
         Administrative Agent and the Issuing Bank hereunder and under the other
         Loan Documents to the maximum extent permitted by Applicable Bankruptcy
         Law, and neither the Guarantors nor any other Person shall have any
         right or claim under this Section 5.2 that otherwise would not be
         available under Applicable Bankruptcy Law.

                  (b)      Each Guarantor agrees that the Guaranteed Obligations
         at any time and from time to time may exceed the Maximum Guaranty
         Liability of such Guarantor, and may exceed the aggregate Maximum
         Guaranty Liability of all Guarantors hereunder, without impairing this
         Guaranty or affecting the rights and remedies of the Lenders, the
         Administrative Agent or the Issuing Bank hereunder.


                                      -49-
<PAGE>

         5.3.     Contribution. In the event any Guarantor (a "Funding
Guarantor") shall make any payment or payments under this Guaranty or shall
suffer any loss as a result of any realization upon any of its property granted
as Collateral under any Loan Document, each other Guarantor (each, a
"Contributing Guarantor") shall contribute, subject to the limitations contained
in the last sentence of Section 5.1, to such Funding Guarantor an amount equal
to such Contributing Guarantor's "Pro Rata Share" of such payment or payments
made, or losses suffered, by such Funding Guarantor. For the purposes hereof,
each Contributing Guarantor's Pro Rata Share with respect to any such payment or
loss by a Funding Guarantor shall be determined as of the date on which such
payment or loss was made by reference to the ratio of (a) such Contributing
Guarantor's Maximum Guaranty Liability as of such date (without giving effect to
any right to receive, or obligation to make, any contribution hereunder) to (b)
the aggregate Maximum Guaranty Liability of all Guarantors (including such
Funding Guarantor) as of such date (without giving effect to any right to
receive, or obligation to make, any contribution hereunder). Nothing in this
Section 5.3 shall affect each Guarantor's several liability for the entire
amount of the Guaranteed Obligations (up to such Guarantor's Maximum Guaranty
Liability). Each Guarantor covenants and agrees that its right to receive any
contribution hereunder from a Contributing Guarantor shall be subordinate and
junior in right of payment to all the Guaranteed Obligations.

         5.4.     Guaranty Unconditional. The obligations of each Guarantor
under this Article 5 shall be continuing, unconditional and absolute and,
without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by:

                  (a)      any extension, renewal, settlement, compromise,
         waiver or release in respect of any Obligation of the Borrower under
         this Agreement or any other Loan Document, by operation of law or
         otherwise;

                  (b)      any modification or amendment or supplement to this
         Agreement or any other Loan Document;

                  (c)      any modification, amendment, waiver, release,
         non-perfection or invalidity of any direct or indirect security, or of
         any guaranty or other liability of any third party, for any Obligation
         of the Borrower under this Agreement or any other Loan Document;

                  (d)      any change in the existence, structure or ownership
         of the Borrower or any Guarantor, or any insolvency, bankruptcy,
         reorganization or other similar case or proceeding affecting the
         Borrower or any Guarantor or any of their respective assets, or any
         resulting release or discharge of any Obligation of the Borrower under
         this Agreement or any other Loan Document;

                  (e)      the existence of any claim, set-off or other right
         that any Guarantor at any time may have against the Borrower, the
         Administrative Agent, the Issuing Bank, any Lender or any other Person,
         regardless of whether arising in connection with this Agreement or any
         other Loan Document;


                                      -50-
<PAGE>

                  (f)      any invalidity or unenforceability relating to or
         against the Borrower for any reason of the whole or any provision of
         this Agreement or any other Loan Document or any provision of
         Applicable Bankruptcy Law purporting to prohibit the payment or
         performance by the Borrower of any Obligation, or the payment by the
         Borrower of any other amount payable by it under this Agreement or any
         other Loan Document; or

                  (g)      any other act or omission to act or delay of any kind
         by the Borrower, the Administrative Agent, the Issuing Bank, any Lender
         or any other Person or any other circumstance whatsoever that might but
         for the provisions of this Section 5.4 constitute a legal or equitable
         discharge of the obligations of any Guarantor under this Article 5.

         5.5.     Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. Each Guarantor's obligations under this Article 5 shall remain in
full force and effect so long as any Obligations are unpaid, outstanding or
unperformed or any of the Commitments are in effect. If at any time any payment
of the Obligations or any other amount payable by the Borrower under this
Agreement or the other Loan Documents is rescinded or otherwise must be restored
or returned upon the insolvency, bankruptcy or reorganization of the Borrower or
otherwise, each Guarantor's obligations under this Article 5 with respect to
such payment shall be reinstated (subject in any event to the limitations
contained in the last sentence of Section 5.1) at such time as though such
payment had become due but not been made at such time.

         5.6.     Waiver. Each Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest, notice of any breach or default by the Borrower
and any other notice not specifically provided for herein, as well as any
requirement that at any time any action be taken by any Person against the
Borrower or any other Person or any Collateral granted as security for the
Obligations or the Guaranteed Obligations. Each Guarantor hereby specifically
waives any right to require that an action be brought against the Borrower or
any other Principal Obligor with respect to the Obligations under the provisions
of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended
from time to time.

         5.7.     Waiver of Reimbursement, Subrogation, Etc. So long as any
Obligations are unpaid, outstanding or unperformed or any of the Commitments are
in effect, each Guarantor to the fullest extent possible hereby waives and
agrees not to assert against the Borrower and its assets any and all rights,
whether at law, in equity, by agreement or otherwise, to subrogation, indemnity,
reimbursement, contribution, exoneration or any other similar claim, right,
cause of action or remedy that otherwise would arise out of such Guarantor's
performance of its obligations to the Administrative Agent, any Lender or the
Issuing Bank under this Article 5. The preceding waiver is intended by the
Guarantors, the Administrative Agent, the Issuing Bank and the Lenders to be for
the benefit of the Borrower or any of its successors and permitted assigns as an
absolute defense to any action by any Guarantor against the Borrower or its
assets that arises out of such Guarantor's having made any payment to the
Administrative Agent, the Issuing Bank or any Lender with respect to any of the
Guaranteed Obligations.

         5.8.     Stay of Acceleration. If acceleration of the time for payment
of any amount payable by the Borrower under this Agreement is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, all such amounts
otherwise subject to acceleration under the


                                      -51-
<PAGE>

terms of this Agreement shall nonetheless be payable by the Guarantors hereunder
forthwith on demand by the Administrative Agent as directed by Requisite
Lenders.

         5.9.     Subordination of Indebtedness. Any indebtedness of the
Borrower for borrowed money now or hereafter owed to any Guarantor is hereby
subordinated in right of payment to the payment by the Borrower of the
Obligations, and if a default in the payment of the Obligations shall have
occurred and be continuing, any such indebtedness of the Borrower owed to any
Guarantor, if collected or received by such Guarantor, shall be held in trust by
such Guarantor for the holders of the Obligations and be paid over to the
Administrative Agent for application in accordance with this Agreement and the
other Loan Documents.

                                   ARTICLE 6

                              CONDITIONS PRECEDENT

         6.1.     Conditions Precedent to Initial Loans and Letters of Credit.
The effectiveness of this Agreement, the obligations of the Issuing Bank to
issue Letters of Credit, the obligations of the Lenders to purchase
participations in Letters of Credit and the obligations of the Lenders to make
the Loans are all subject to the satisfaction by the Borrower and the
Guarantors, to the extent not waived by the Lenders, of the following conditions
precedent:

                  6.1.1.   Deliveries to the Administrative Agent. The
Administrative Agent shall have received, for the ratable benefit of each Lender
(and in such number of original counterparts or copies as the Administrative
Agent reasonably may specify), each of the following, in form and substance
satisfactory to the Administrative Agent, the Lenders, the Issuing Bank and
their respective counsel:

                  (a)      Agreement. Counterpart originals of this Agreement,
         each duly and validly executed and delivered by or on behalf of all the
         appropriate parties thereto;

                  (b)      Notes. The Notes, each duly and validly executed and
         delivered on behalf of the Borrower;

                  (c)      Security Agreement. The Security Agreement, duly and
         validly executed and delivered by or on behalf of all the appropriate
         parties thereto;

                  (d)      Patent and License Security Agreement. The Patent and
         License Security Agreement, duly and validly executed and delivered by
         or on behalf of all the appropriate parties thereto;

                  (e)      Other Security Documents. Any other Security
         Documents, each duly and validly executed and delivered by or on behalf
         of all the appropriate parties thereto;

                  (f)      Recordings and Filings. (1) Acknowledgment copies of
         Financing Statements duly filed under the UCC of all jurisdictions
         necessary or, in the opinion of


                                      -52-
<PAGE>

         the Administrative Agent, desirable to perfect the security interests
         created by the Security Documents, (2) lien search reports from a
         search firm acceptable to the Administrative Agent, identifying all of
         the financing statements on file with respect to the Borrower or any
         Guarantor in all jurisdictions referred to under the preceding item
         (1), indicating that no Person claims an interest in any of the
         Collateral described in such Financing Statements, and (3) evidence of
         the public recording or filing of such of the Security Documents as the
         Administrative Agent deems it necessary or desirable to record or file
         publicly, in such offices as the Administrative Agent shall require,
         together with evidence satisfactory to the Administrative Agent of the
         priority of the Liens of such Security Documents;

                  (g)      Pledged Stock. Certificates evidencing the Pledged
         Stock, together with an appropriate stock power for each certificate,
         duly executed in blank by the Borrower or the appropriate Guarantor, as
         the case may be;

                  (h)      Pledged Notes. The Pledged Notes, together with
         appropriate instruments of assignment attached thereto, duly endorsed
         in blank by the Borrower or the appropriate Guarantor, as the case may
         be.

                  (i)      Insurance Certificates. Certificates of insurance
         issued on behalf of the insurers of the Borrower and all Guarantors for
         all comprehensive general liability and all risk property insurance,
         naming the Administrative Agent as an additional insured or loss payee,
         as applicable, and in such amounts as maintained by owners of similar
         businesses and properties in similar geographic areas and as approved
         by the Administrative Agent and the Lenders;

                  (j)      Organizational Documents. Copies of the charters,
         articles or certificates of incorporation, articles of organization or
         other organizational documents of the Borrower and each Guarantor,
         certified by the Secretary of State or other appropriate public
         official in each jurisdiction of organization, all in form and
         substance satisfactory to the Lenders;

                  (k)      Bylaws, Operating Agreements, Etc. Copies of the
         bylaws or operating agreements, and all amendments thereto, of the
         Borrower and each Guarantor, together with certificates of the
         respective Secretaries or Assistant Secretaries of the Borrower and
         each Guarantor, dated as of March 14, 2002, stating that such copy is
         complete and correct;

                  (l)      Good Standing and Authority. Certificates of the
         appropriate governmental officials of each jurisdiction as the
         Administrative Agent reasonably may request, dated no earlier than
         March 14, 2002, stating that the Borrower and each Guarantor exists, is
         in good standing with respect to the payment of franchise and similar
         taxes and is duly qualified to transact business therein;

                  (m)      Incumbency. Certificates of the respective
         Secretaries or Assistant Secretaries of the Borrower and each of the
         Guarantors, on or about March 14, 2002, as


                                      -53-
<PAGE>

         to the incumbency and signature of all officers of the Borrower or such
         Guarantor authorized to execute or attest to this Agreement, the Notes
         and the other Loan Documents to which the Borrower or each such
         Guarantor is a party, together with evidence of the incumbency of each
         such Secretary or Assistant Secretary;

                  (n)      Resolutions. With respect to the Borrower and each of
         the Guarantors (i) copies of the resolutions authorizing, approving and
         ratifying this Agreement, the Notes, the Security Documents and the
         other Loan Documents and the transactions contemplated herein and
         therein, duly adopted by the respective boards of directors or other
         managers of the Borrower and each of the Guarantors, together with (ii)
         certificates of the respective Secretaries or Assistant Secretaries of
         the Borrower and each of the Guarantors, dated as of March 14, 2002,
         stating that each such copy is a true and correct copy of resolutions
         duly adopted at a meeting, or by action taken on written consent, of
         the board of directors or other managers of the Borrower or such
         Guarantor and that such resolutions have not been modified, amended,
         rescinded or revoked in any respect and are in full force and effect as
         of the date hereof;

                  (o)      Legal Opinions of the Borrower's and Guarantors'
         Counsel. The legal opinion of Woolf, McClane, Bright, Allen &
         Carpenter, counsel to the Borrower and the Guarantors, dated the date
         hereof, and addressed to the Administrative Agent, the Lenders and the
         Issuing Bank, substantially in the form of Exhibit 6.1.1;

                  (p)      Evidence of Payment of Indebtedness. Evidence
         satisfactory to the Administrative Agent of the amount of the
         outstanding balance of any Indebtedness other than Indebtedness
         incurred under the Loan Documents, trade debt incurred in the ordinary
         course of business and obligations under Operating Leases (together
         with all modifications, amendments, restatements or supplements
         thereto) to which the Borrower or any Guarantor is a party constituting
         a liability (contingent or otherwise), for all such Indebtedness to be
         paid in full from the Revolving Credit Facility proceeds, executed by
         each Lender holding such Indebtedness.

                  (q)      Default Certificate. A report certified by the
         respective chief executive officers of the Borrower and each of the
         Guarantors describing any default or failure of performance or any
         event that with the giving of notice of, or the lapse of time, or both,
         would become a default by the Borrower or any of the Guarantors under
         any of such documents, instruments or agreements;

                  (r)      Financial Statements. The consolidated balance sheet
         of the Subsidiaries, CPS, and PETNet as of September 30, 2001 and the
         related consolidated statements of income, shareholders' equity and
         cash flows for the Fiscal Year ended on such date, audited and reported
         upon, without qualification, by independent public accountants of
         recognized national standing, accepted to the Administrative Agent,
         together with an unaudited consolidating balance sheet of the
         Subsidiaries, unaudited balance sheets of CPS and of PETNet, all as of
         the end of each such Fiscal Year and unaudited consolidating statements
         of income and cash flows for each such Fiscal Year, certified by a
         Responsible Officer of the Borrower;


                                      -54-
<PAGE>

                  (s)      June 30, 2002 Financial Statements. The unaudited
         consolidated and consolidating balance sheet of the Borrower and its
         Subsidiaries, the unaudited balance sheets of CPS and of PETNet, all as
         of June 30, 2002 and the related unaudited consolidated and
         consolidating statements of income and cash flows for the period
         commencing at the beginning of the 2002 Fiscal Year for the
         Subsidiaries, CPS and PETNet and ending with the end of the Fiscal
         Quarter ended on such date, certified by a Responsible Officer;

                  (t)      Total Indebtedness. Evidence that, as of the date of
         the initial Borrowing under any of the Notes, the amount of Total
         Indebtedness does not exceed 3.0 multiplied by EBITDAM, measured over
         the Last Four Fiscal Quarters;

                  (u)      Officer's Certificate. A certificate of a Responsible
         Officer of the Borrower and each of the Guarantors, dated the date
         hereof, stating that (i) each of the representations and warranties
         contained in Article 7 is true and correct at and as of the date hereof
         with the same force and effect as if made on such date (or, in the case
         of any representation or warranty made as of a specific earlier date,
         stating that such representation or warranty remains true and correct
         as of such earlier date), (ii) all obligations, covenants, agreements
         and conditions contained in this Agreement to be performed or satisfied
         by the Borrower or such Guarantor on or prior to the date hereof have
         been performed or satisfied in all respects, (iii) since June 30, 2002
         for the Borrower and since September 30, 2001 for the Guarantors, there
         has been no Material Adverse Change, and (iv) no Default has occurred
         and is continuing, and in addition setting forth in such detail as
         shall be required by the Lenders calculations of the financial ratios
         and covenants contained in this Agreement showing that as of June 30,
         2002 for the Borrower and as of September 30, 2001 for the Guarantors
         and after giving effect to the transactions that are the subject hereof
         the Borrower and the Guarantors are in compliance with Article 10;

                  (v)      Notice of Initial Borrowing. A Notice of Borrowing
         pursuant to Section 2.2.4 regarding the initial Borrowing under the
         Notes, along with instructions of the Borrower as to disbursement of
         the funds from such initial Borrowing;

                  (w)      Consents. Evidence that the Borrower and each
         Guarantor have obtained all requisite consents and approvals required
         to be obtained from any Person to permit the transactions contemplated
         by this Agreement, the Notes and the other Loan Documents to be
         consummated in accordance with their respective terms and conditions;
         and

                  (x)      Other Matters. All other documents, instruments,
         agreements, opinions, certificates, insurance policies, consents and
         evidences of other legal matters, in form and substance satisfactory to
         the Administrative Agent and its counsel, as the Administrative Agent
         reasonably may request.


                                      -55-
<PAGE>

                  6.1.2.   Compliance with Laws. The Borrower and the Guarantors
shall not be in violation of, and shall not have received notice of any
violation of, any applicable Requirement of Law, including any building, zoning,
occupational safety and health, fair employment, equal opportunity, pension,
environmental control, health care, certificate of need, health care facility
licensing or similar federal, state or local law, ordinance or regulation,
relating to the ownership or operation of its business or assets, if such
violation or non-compliance could have a Material Adverse Effect, and if
requested by the Administrative Agent the Borrower and the Guarantors shall have
furnished to the Administrative Agent and the Lenders copies of all required
approvals (including required operating licenses and permits) of any
Governmental Authority.

                  6.1.3.   No Material Adverse Change. Since June 30, 2002, no
Material Adverse Change (as determined by the Administrative Agent, the Lenders
and the Issuing Bank, in their sole discretion) shall have occurred.

                  6.1.4.   No Material Misrepresentation. No material
misrepresentation or omission shall have been made by or on behalf of the
Borrower or any Guarantor to the Administrative Agent, the Lenders or the
Issuing Bank with respect to the Borrower's or such Guarantor's business
operations or financial or other condition.

                  6.1.5.   Legal Proceedings. No action, suit, proceeding or
investigation shall be pending before or threatened by any court or Governmental
Authority with respect to the transactions contemplated hereby or that may have
a Material Adverse Effect (as determined by the Administrative Agent, the
Lenders and the Issuing Bank, in their sole discretion).

                  6.1.6.   Subordinated Indebtedness. If requested by the
Administrative Agent, any creditor holding Subordinated Indebtedness shall have
entered into an intercreditor and subordination agreement with the
Administrative Agent in form and substance satisfactory to the Lenders.

         6.2.     Conditions Precedent to All Loans and Letters of Credit. The
obligations of each of the Lenders to make any Loans (including Loans used to
refinance or repay other Loans or Letter of Credit Liabilities) on any date
(including the date hereof), and the obligations of the Issuing Bank to issue or
extend a Letter of Credit on any date (including the date hereof), are subject
to the satisfaction of the conditions set forth below in this Section 6.2. Each
request for Loans or for a Letter of Credit hereunder shall constitute a
representation and warranty by the Borrower to the Administrative Agent, each
Lender and the Issuing Bank, as of the date of the making of such Loans or the
issuance of such Letter(s) of Credit, that the conditions in this Section 6.2
have been satisfied.

                  6.2.1.   Satisfaction of Conditions Precedent to Initial Loans
and Letters of Credit. The conditions precedent set forth in Section 6.1 shall
have been satisfied.

                  6.2.2.   Representations and Warranties. The representations
and warranties of the Borrower and the Guarantors set forth in this Agreement,
the Notes and the other Loan Documents and in any certificate, opinion or other
statement provided at any time by or on


                                      -56-
<PAGE>

behalf of the Borrower or any Guarantor in connection herewith shall be true and
correct on and as of the date of the making of such Loans or the issuance of
such Letter(s) of Credit as if made on and as of such date, except to the extent
that a representation or warranty is made as of a specific date, in which event
such representation or warranty shall remain true and correct as of such earlier
date, and except to the extent that a representation or warranty is no longer
correct by virtue of changes permitted by the terms of this Agreement.

                  6.2.3.   No Default or Material Adverse Change. On the date of
the requested Borrowing or Letter of Credit issuance and after giving effect to
such Borrowing or Letter of Credit issuance:

                           (a)      No Default shall have occurred and be
         continuing; and

                           (b)      No Material Adverse Change shall have
         occurred.

                  6.2.4.   No Violations. No law or regulation shall prohibit
the making of the requested Loan or the issuance of the requested Letter of
Credit and no order, judgment or decree of any court or Governmental Authority
shall, and no litigation shall be pending that in the judgment of the
Administrative Agent or Requisite Lenders would, enjoin, prohibit or restrain
any Lender from making a requested Loan or the Issuing Bank from issuing a
requested Letter of Credit.

                  6.2.5.   Landlord Lien Waivers. In the event that any portion
of any Borrowing or Letter of Credit issuance is for the purpose of establishing
and equipping a new PETNet production and distribution center, or equipping an
existing PETNet location, PETNet shall obtain and deliver to the Administrative
Agent prior to such Borrowing or issuance of such Letter of Credit a lien waiver
from the landlord of the new or existing location waiving any rights of the
landlord in and to all assets at such location, with the landlord lien waiver
being in form and substance acceptable to the Administrative Agent.

                  6.2.6.   Proceedings Satisfactory. All proceedings in
connection with the making of any Loan, the issuance of any Letter of Credit and
the other transactions contemplated by this Agreement, the Loan Documents and
all documents incidental thereto shall be satisfactory to the Administrative
Agent, and the Administrative Agent shall have received all such information and
such counterpart originals or certified or other copies of such documents as the
Administrative Agent reasonably may request.

                                   ARTICLE 7

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent, the Lenders and the
Issuing Bank to enter into this Agreement, to make the Loans, to issue the
Letters of Credit and to provide the other financial accommodations provided for
herein, the Borrower and each of the Guarantors hereby make the following
representations and warranties to the Administrative Agent, each Lender and the
Issuing Bank:


                                      -57-
<PAGE>

         7.1.     Existence and Power. The Borrower and each of the Guarantors
are corporations duly organized, validly existing and in good standing under the
laws of the jurisdiction indicated next to the name of such entity on Schedule
7.1. The Borrower and each of the Guarantors have the power, authority and legal
right to own and operate their respective properties and assets, to lease the
properties and assets they operate under lease and to carry on their respective
businesses as they are now being conducted and intended to be conducted, and are
duly qualified to transact business in, and in good standing under the laws of,
each jurisdiction in which their ownership, lease or operation of property or
the conduct of their respective businesses requires such qualification, except
to the extent that failure to qualify to transact business will not have a
Material Adverse Effect.

         7.2.     Authorization and Enforceability of Obligations. The Borrower
and each of the Guarantors (a) have the power, authority and legal right to
enter into this Agreement and such of the Loan Documents to which each is a
party and to enter into and perform their respective obligations hereunder and
thereunder, and (b) have taken all necessary action on the part of each to
authorize the execution and delivery of such documents, instruments and
agreements and the performance of their respective obligations hereunder and
thereunder. This Agreement, the Notes and the other Loan Documents have been
duly executed and delivered on behalf of the Borrower and each of the
Guarantors, as applicable, and constitute legal, valid and binding obligations,
enforceable against the Borrower and the Guarantors, as applicable, in
accordance with their respective terms.

         7.3.     No Consents. All necessary consents, approvals and
authorizations of, filings with and acts by or with respect to all Governmental
Authorities and other Persons required to be obtained, made or taken in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement, the Notes and the other Loan Documents, or otherwise in
connection with the transactions contemplated hereby, have been obtained, made
or taken and remain in effect.

         7.4.     No Conflict. The execution and delivery of this Agreement, the
Notes and the other Loan Documents, the transactions contemplated hereby, the
use of the proceeds of the Loans and the Letters of Credit and the performance
by the Borrower and the Guarantors of their respective obligations hereunder and
under the Loan Documents to which they are parties (a) do not conflict with or
violate any Requirement of Law or any Contractual Obligation of the Borrower or
any such Guarantor, except to the extent that any such violation or conflict
will not have a Material Adverse Effect, and (b) do not conflict with,
constitute a default or require any consent under, or result in the creation of
any Lien upon any property or assets of the Borrower or any such Guarantor
pursuant to any Contractual Obligation of the Borrower or such Guarantor (other
than Liens in favor of the Administrative Agent, the Lenders, and the Issuing
Bank), except to the extent that any such conflict or default or the failure to
obtain any necessary consent will not have a Material Adverse Effect.


                                      -58-
<PAGE>

         7.5.     Financial Statements. For each of (i) the Borrower and its
Subsidiaries, (ii) CPS, and (iii) PETNet:

                  (a)      The balance sheet as of September 30, 2001 and the
         related statements of income, shareholders' equity and cash flows for
         the Fiscal Year then ended, together with the opinion of
         PriceWaterhouseCoopers, independent public accountants, acceptable to
         the Administrative Agent and the Requisite Lenders with respect
         thereto, and together with the unaudited balance sheet as of the end of
         such Fiscal Year and the unaudited statements of income and cash flows
         for such Fiscal Year, copies of all of which have been furnished to the
         Administrative Agent, are complete and correct and fairly present the
         assets, liabilities and financial position of either the Subsidiaries,
         CPS, or PETNet, as applicable, as at such date and the results of their
         operations and their cash flows for the Fiscal Year then ended.

                  (b)      The unaudited balance sheet as of June 30, 2002,
         together with the related statements of income and cash flows for the
         period commencing at the beginning of the 2002 Fiscal Year and ending
         with the end of the Fiscal Quarter ended on such date for the
         Subsidiaries, CPS and PETNet, copies of all of which have been
         furnished to the Administrative Agent, are complete and correct and,
         subject to customary year-end adjustments that are not anticipated to
         be material (i.e., inconsistent with historical practices or the
         relative magnitude of similar or corresponding adjustments in previous
         Fiscal Years), fairly present the assets, liabilities and financial
         position of either the Borrower and its Subsidiaries, CPS, or PETNet,
         as applicable, as at such date and the results of their operations for
         such period.

                  (c)      The financial statements described in the preceding
         paragraphs (a) through (b), including the related schedules and notes
         thereto, have been prepared in conformity with GAAP applied
         consistently throughout the periods involved. Neither the Borrower, any
         of its Subsidiaries, nor any Guarantor has any material Indebtedness,
         obligation or other unusual forward or long-term commitment that is not
         fairly reflected in the foregoing financial statements or in the notes
         thereto.

         7.6.     Absence of Litigation. Except as otherwise set forth in
Schedule 7.6:

                  (a)      on and as of the date of this Agreement there are no
         actions, suits, investigations, proceedings or other litigation
         (including investigations and proceedings by or before any arbitrator
         or Governmental Authority) pending or threatened against or affecting
         the Borrower, the Guarantors or any of their respective Subsidiaries,
         nor to the knowledge of the Borrower and the Guarantors is there any
         basis therefor; and

                  (b)      there are no actions, suits, investigations,
         proceedings or other litigation (including investigations and
         proceedings by or before any arbitrator or Governmental Authority)
         pending or threatened against or affecting the Borrower or any of the
         Guarantors that are required to be reported to the Administrative Agent
         and the Lenders pursuant to Section 8.3.2 and have not been so reported
         in a timely manner, nor to the knowledge of the Borrower and the
         Guarantors is there any basis therefor.


                                      -59-
<PAGE>

         7.7.     No Default. Neither the Borrower nor any Guarantor is in
default (nor has any event occurred that with notice or lapse of time or both
would constitute a default) under any Contractual Obligation of the Borrower or
any Guarantor, if such default or event could have a Material Adverse Effect. No
Default has occurred and is continuing.

         7.8.     Security Documents. The Security Documents create in favor of
the Administrative Agent for the benefit of the Issuing Bank and the ratable
benefit of the Lenders valid, perfected security interests in the Collateral
subject to no Liens other than Permitted Liens. The security interests granted
in favor of the Administrative Agent as contemplated by the Security Documents
do not constitute a fraudulent conveyance under the federal Bankruptcy Code or
any applicable state law.

         7.9.     Taxes. The Borrower, the Guarantors and their respective
Subsidiaries have filed all tax returns that were required to be filed in any
jurisdiction, to the best of their knowledge after due inquiry, and have paid
all taxes shown thereon to be due or otherwise due upon the Borrower, the
Guarantors, their respective Subsidiaries or their respective properties, income
or franchises, including interest, assessments, fees and penalties, or have
provided adequate reserves for the payment thereof. To the knowledge of the
Borrower and the Guarantors, no claims are threatened, pending or being asserted
with respect to, or in connection with, any return referred to in this Section
7.9 that, if adversely determined, could have a Material Adverse Effect.

         7.10.    No Burdensome Restrictions. No Contractual Obligation or
Requirement of Law relating to or otherwise affecting the Borrower, any
Guarantor or any of the respective properties, businesses or operations thereof
has had or, insofar as the Borrower or any of the Guarantors reasonably may
foresee is likely to have, a Material Adverse Effect.

         7.11.    Judgments. There are no outstanding or unpaid judgments
against the Borrower or any of the Guarantors.

         7.12.    Subsidiaries. Each of the Subsidiaries of the Borrower and the
Guarantors as of the date hereof is set forth in Schedule 7.1. Schedule 7.1 also
shows as of the date hereof as to each such Subsidiary the jurisdiction of its
incorporation or formation, the number of shares of each class of capital stock
outstanding or number of membership interests and the direct owner of the
outstanding shares or membership interests of each such class and the number of
shares owned. Neither the Borrower nor any of the Guarantors has any
Subsidiaries as of this date except as listed in Schedule 7.1.

         7.13.    ERISA. No "prohibited transaction" or "accumulated funding
deficiency" (each as defined in ERISA) or Reportable Event has occurred with
respect to any Single Employer Plan, or to the knowledge of Borrower and the
Guarantors with respect to any Multi-Employer Plan. As of the most recent
actuarial valuation of any such Plan, the actuarial present value of all
benefits under each Plan (based on those assumptions used to fund the Plan) does
not exceed the fair market value of the assets of the Plan allocable to such
benefits. The Borrower, the


                                      -60-
<PAGE>

Guarantors and each Commonly Controlled Entity are in compliance in all material
respects with ERISA and the rules and regulations promulgated thereunder.

         7.14.    Margin Securities. None of the Borrower, the Guarantors or any
of their respective Subsidiaries is engaged principally in, nor has as one of
its significant activities, the business of extending credit for the purpose of
purchasing or carrying "margin stock" as that term is defined in Regulation U
promulgated by the Board of Governors of the Federal Reserve System, as now in
effect. No part of the Indebtedness evidenced by the Notes, or otherwise created
in connection with this Agreement or the other Loan Documents, has been or will
be used, directly or indirectly, for the purpose of purchasing any such margin
stock. If requested by the Administrative Agent or any of the Lenders, the
Borrower shall furnish or cause to be furnished to the Administrative Agent and
each such Lender a statement, in conformity with the requirements of Federal
Reserve Form U-1 referred to in Regulation U, to the foregoing effect.

         7.15.    Investment Company Act. None of the Borrower, the Guarantors
or any of their respective Subsidiaries is an "investment company," or company
"controlled" by an investment company within the meaning of the Investment
Company Act of 1940, as now in effect.

         7.16.    Indebtedness and Contingent Obligations. Set forth on Schedule
7.16A is a complete and correct list of all Indebtedness (other than Contingent
Obligations, Indebtedness incurred under the Loan Documents, trade debt incurred
in the ordinary course of business and obligations under Operating Leases) of
the Borrower and each Guarantor and the aggregate principal amount thereof
outstanding on the date hereof. Set forth on Schedule 7.16B is a complete and
correct list of all Contingent Obligations (other than any Contingent
Obligations created under the Loan Documents) of the Borrower and each Guarantor
and the aggregate amount thereof outstanding on the date hereof. The Revolving
Credit Facility, the Letter of Credit Facility and the Swingline Facility are
senior to all other Indebtedness of the Borrower and the Guarantors, including
all Indebtedness set forth in Schedule 7.16A and all Contingent Obligations set
forth on Schedule 7.16B.

         7.17.    Business Locations and Trade Names. Set forth on Schedule
7.17A is a complete and correct list of the locations where each of the Borrower
and the Guarantors maintain their respective chief executive offices, their
principal places of business, an office, a place of business or any material
financial records. Set forth on Schedule 7.17B is a complete and correct list of
each name under or by which each of the Borrower and the Guarantors presently
conducts its business or has conducted its business during the past seven years.

         7.18.    Title to Assets. The Borrower and Guarantors have good and
marketable title (or good and marketable leasehold interests with respect to
leased property) to all their respective assets (including all assets
constituting a part of the Collateral and all assets reflected in the
consolidated balance sheet as of June 30, 2002 as to the Borrower and as of
September 30, 2001 as to the Guarantors), subject to no Liens other than
Permitted Liens.

         7.19.    Labor Matters. Neither the Borrower nor any of the Guarantors
is a party to any collective bargaining agreement. There are no disputes or
controversies pending between the Borrower or any of the Guarantors and their
respective employees, the outcome of which reasonably may be expected to have a
Material Adverse Effect.


                                      -61-
<PAGE>

         7.20.    Business. There is no pending or threatened claim, action,
suit, proceeding or other litigation against or affecting the Borrower or any of
the Guarantors contesting the right of the Borrower or any of the Guarantors to
conduct its business as presently conducted or as proposed to be conducted, and
there are no other facts or circumstances that have had or reasonably may be
expected to have a Material Adverse Effect.

         7.21.    Compliance with Laws. The Borrower, the Guarantors and their
respective Subsidiaries (a) have not been, are not and will not be in violation
of any applicable Requirement of Law, including any building, zoning,
occupational safety and health, fair employment, equal opportunity, pension,
environmental control, health care, certificate of need, health care facility
licensing or similar federal, state or local law, ordinance or regulation,
relating to the ownership or operation of their respective businesses or assets,
(b) have not failed to obtain any license, permit, certificate or other
governmental authorization necessary for the conduct of their businesses or the
ownership and operation of their assets, (c) have not received any notice from
any Governmental Authority, and to their knowledge no such notice is pending or
threatened, alleging that the Borrower, any Guarantor or any of their respective
Subsidiaries has violated, or has not complied with, any Requirement of Law,
condition or standard applicable with respect to any of the foregoing, and (d)
are not a party to any agreement or instrument, or subject to any judgment,
order, writ, rule, regulation, code or ordinance, except to the extent that any
violation, noncompliance, failure, agreement, judgment, etc. as described in
this Section 7.21 will not have a Material Adverse Effect.

         7.22.    Governmental Authorizations; Permits, Licenses and
Accreditation; Other Rights. The Borrower, the Guarantors and their respective
Subsidiaries have all licenses, permits, approvals, registrations, contracts,
consents, franchises, qualifications, certificates of need, accreditations and
other authorizations necessary for the lawful conduct of their respective
businesses or operations wherever now conducted and as planned to be conducted,
pursuant to all applicable statutes, laws, ordinances, rules and regulations of
all Governmental Authorities having, asserting or claiming jurisdiction over the
Borrower, the Guarantors and their respective Subsidiaries or over any part of
their respective operations, except to the extent that the cumulative effect of
all failures to have any thereof will not have a Material Adverse Effect. Copies
of all such licenses, permits, approvals, registrations, contracts, consents,
franchises, qualifications, certificates of need, accreditations and other
authorizations shall be provided to the Administrative Agent upon request. The
Borrower, the Guarantors and their respective Subsidiaries are not in default
under any of such licenses, permits, approvals, registrations, contracts,
consents, franchises, qualifications, certificates of need, accreditations and
other authorizations, and no event has occurred, and no condition exists, that
with the giving of notice, the passage of time or both would constitute a
default thereunder or would result in the suspension, revocation, impairment,
forfeiture or non-renewal of any thereof, except to the extent that the
cumulative effect of all such defaults, events, conditions, suspensions,
revocations, impairments, forfeitures and non-renewals will not have a Material
Adverse Effect. The continuation, validity and effectiveness of all such
licenses, permits, approvals, registrations, contracts, consents, franchises,
qualifications, certificates of need, accreditations and other authorizations
will not be adversely affected by the transactions contemplated by this
Agreement. The Borrower, the Guarantors and their respective Subsidiaries know
of no reason


                                      -62-
<PAGE>

why they will not be able to maintain after the date hereof all licenses,
permits, approvals, registrations, contracts, consents, franchises,
qualifications, certificates of need, accreditations and other authorizations
necessary or appropriate to conduct the businesses of the Borrower, the
Guarantors and their respective Subsidiaries as now conducted and presently
planned to be conducted.

         7.23.    No Material Adverse Change. No Material Adverse Change has
occurred from June 30, 2002 through the date of this Agreement.

         7.24.    Environmental Matters. Except as disclosed in Schedule 7.24,
and except to the extent that the cumulative effect of all noncompliances with
the following will not have a Material Adverse Effect, (a) none of the Borrower,
the Guarantors or any of their respective Subsidiaries, nor any of the
properties owned or leased thereby or operations thereof, nor, to the knowledge
of the Borrower and the Guarantors, any current or prior owner, lessor or
operator (other than the Borrower or any Guarantor or any of their respective
Subsidiaries) of any properties owned or leased by Borrower or any Guarantor or
any of their respective Subsidiaries, is in violation of any applicable
Environmental Law or any restrictive covenant or deed restriction relating to
environmental matters (recorded or otherwise) or subject to any existing,
pending or threatened investigation, inquiry or proceeding by any Governmental
Authority or subject to any remedial obligations under any Environmental Law;
(b) all permits, licenses and approvals required of the Borrowers, the
Guarantors or any of their respective Subsidiaries with respect to Hazardous
Materials, including past or present treatment, storage, disposal or release of
any Hazardous Materials or solid waste into the environment, have been obtained
or filed; (c) all Hazardous Materials or solid waste generated by the Borrower,
any Guarantor or any of their respective Subsidiaries have in the past been, and
will continue to be, transported, treated and disposed of only by carriers
maintaining valid permits under all applicable Environmental Laws and only at
treatment, storage and disposal facilities maintaining valid permits under
applicable Environmental Laws, which carriers and facilities have been and are,
to the knowledge of the Borrower and the Guarantors, operating in compliance
with such permits; (d) the Borrower, the Guarantors and their respective
Subsidiaries have taken all reasonable steps necessary to determine, and have
determined, that no Hazardous Materials or solid wastes have been disposed of or
otherwise released by them except in compliance with Environmental Laws; and (e)
neither the Borrower nor any Guarantor nor any of their respective Subsidiaries
has a material contingent liability in connection with any release of any
Hazardous Materials or solid waste into the environment, and in connection
herewith the Borrower hereby agrees to pursue diligently the resolution of any
environmental issues disclosed in Schedule 7.24 by all necessary and appropriate
actions and shall report to the Administrative Agent not less frequently than
quarter-annually as to the status of the resolution of such issues.

         7.25.    No Misstatements. Neither this Agreement nor any of the other
Loan Documents, nor any agreement, instrument or other document executed
pursuant hereto or thereto or in connection herewith or therewith, nor any
certificate, statement or other information referred to herein or therein or
furnished to the Administrative Agent, any Lender, or the Issuing Bank pursuant
hereto or thereto or in connection herewith or therewith, contains any
misstatement of a material fact or omits to state any material fact necessary to
make the statements contained herein or therein, in the light of the
circumstances under which they were made, not misleading on the date hereof or
on the date furnished, as the case may be, except as otherwise disclosed to


                                      -63-
<PAGE>

the Administrative Agent, the Lenders, and the Issuing Bank in writing on or
prior to the date hereof. Neither the Borrower nor any Guarantor is aware of any
fact that it has not disclosed in writing to the Administrative Agent that could
have a Material Adverse Effect.

         7.26.    Eligible Accounts and Eligible Inventory. The Eligible
Accounts and Eligible Inventory comprising the Borrowing Base, as represented on
the Borrowing Base Certificate delivered on the date hereof, are accurate and
correct.

         7.27.    No Material Change in Schedules. The Schedules attached
hereto, with the exception of 7.6 and 8.20, are the Schedules attached to the
Amended and Restated Credit Agreement, dated as of March 14, 2002, by and among
CTI, Inc. as the Borrower, the Subsidiaries and other Affiliates of CTI, Inc.
now or hereafter becoming parties thereto, as Guarantors, the Lenders identified
therein, and SunTrust Bank, as Administrative Agent and as Issuing Bank; and
there has been no material change to the terms of, and information provided in,
such Schedules since March 14, 2002, except as otherwise disclosed to the
Lenders, the Administrative Agent, and the Issuing Bank in writing or in public
disclosures.

                                   ARTICLE 8

                              AFFIRMATIVE COVENANTS

         So long as any Obligations are unpaid or outstanding, any Obligation
under the Loan Documents is unperformed or any of the Commitments are in effect,
the Borrower and Guarantors shall:

         8.1.     Financial Statements.

                  8.1.1.   Annual Financial Statements and Reports. For each of
(i) the Borrower and its Subsidiaries, (ii) CPS, and (iii) PETNet, furnish to
the Administrative Agent and each Lender, as soon as available and in any event
within one hundred twenty (120) days after the end of each Fiscal Year, a
balance sheet) consolidated as to the financial statements of the Borrower and
its Subsidiaries) as of the end of such Fiscal Year and the related statements
of income, shareholders' equity and cash flows (consolidated as to the financial
statements of the Borrower and its Subsidiaries) for such Fiscal Year, audited
and reported upon, without qualification, by independent certified public
accountants acceptable to the Administrative Agent and Requisite Lenders, in
their reasonable discretion, accompanied by an unaudited consolidating balance
sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and
unaudited consolidating statements of income and cash flows of the Borrower and
its Subsidiaries for such Fiscal Year, certified by a Responsible Officer,
together with a certificate of a Responsible Officer, in form satisfactory to
the Administrative Agent and the Lenders, (1) stating that no Default has
occurred and is continuing or, if in the opinion of such officer, a Default has
occurred and is continuing, stating the nature thereof and the action that
either CTI and its Subsidiaries, CPS or PETNet, as applicable, propose(s) to
take with respect thereto, and (2) setting forth computations demonstrating
compliance with all financial covenants contained herein as of the end of such
Fiscal Year.


                                      -64-
<PAGE>

                  8.1.2.   Quarterly Financial Statements and Reports. For each
of (i) the Borrower and its Subsidiaries, (ii) CPS, (iii) PETNet, and (iv) the
Borrower and all of its Subsidiaries other than CPS and PETNet, furnish to the
Administrative Agent and each Lender, as soon as available and in any event
within forty-five (45) days after the end of each Fiscal Quarter, an unaudited
balance sheet as of the end of such Fiscal Quarter (consolidated and
consolidating as to the financial statements of the Borrower and its
Subsidiaries) and the related statements of income and cash flows (consolidated
and consolidating as to the financial statements of the Borrower and its
Subsidiaries) for the period commencing at the beginning of the current Fiscal
Year and ending with the end of such Fiscal Quarter, certified by a Responsible
Officer, together with a certificate of a Responsible Officer, in form
satisfactory to the Administrative Agent and the Lenders, (1) stating that no
Default has occurred and is continuing or, if in the opinion of such officer, a
Default has occurred and is continuing, stating the nature thereof and the
action that either CTI and its Subsidiaries, CPS, or PETNet, as applicable,
proposes to take with respect thereto, and (2) setting forth computations
demonstrating compliance with all financial covenants contained herein as of the
end of such period.

                  8.1.3.   GAAP. Take all actions necessary to cause all such
financial statements to be complete and correct in all material respects and to
be prepared in reasonable detail and in conformity with GAAP applied
consistently throughout the periods reflected therein (except as may be approved
by such accountants or Responsible Officer, as the case may be, and disclosed
therein or except as may be specifically provided in this Agreement).

         8.2.     Certificates and Other Information. Furnish to the
Administrative Agent and each Lender, each in form and substance acceptable to
Requisite Lenders:

                  8.2.1.   Management Letters. Promptly or no later than ten
(10) days after the same are received by the Borrower or any Guarantor, copies
of management letters provided to the Borrower or any Guarantor by its
independent certified public accountants that describe or refer to any
inadequacy, defect, problem, qualification or other lack of satisfactory
accounting controls utilized by the Borrower or any Guarantor that may cause a
material weakness in the reliability of financial reporting.

                  8.2.2.   Shareholder Materials. To the extent that such
information and materials have not already been provided to the Administrative
Agent or the Lenders: (a) Within two (2) Business Days after the delivery of
same to the shareholders of the Borrower or any Guarantor, copies of all
financial statements and reports that the Borrower or any Guarantor sends to the
shareholders of the Borrower or any Guarantor, and (b) concurrently with the
filing thereof, copies of all reports and statements of the Borrower and the
Guarantors (including proxy and information statements, quarterly, annual and
current reports and registration statements, but excluding those pertaining only
to employee benefit plans) that it may make to, or file with, the Commission.

                  8.2.3.   Budgets. As soon as available, and in any event not
later than sixty (60) days after the end of each Fiscal Year of the Borrower,
annual budgeted consolidated financial statements (including balance sheets and
statements of income and cash flows and a statement of


                                      -65-
<PAGE>

budgeted capital expenditures, and including a reasonably detailed description
of all underlying assumptions) of the Borrower and the Guarantors on a
consolidated basis for the current Fiscal Year, and annual consolidating
budgeted statements of income of the Borrower and the Guarantors for the current
Fiscal Year, all in a format reasonably acceptable to Requisite Lenders and
certified by a Responsible Officer of the Borrower as being fairly stated in
good faith. Any updates thereto shall be provided upon request of the
Administrative Agent.

                  8.2.4.   Asset Acquisitions. Not later than fifteen (15) days
prior to the consummation of any Asset Acquisition in which the total
consideration (including all cash, debt, stock, other property, and assumption
of obligations for borrowed money) exceeds $15,000,000 and provided that no
Default or Event of Default has occurred or would occur as a result of such
Asset Acquisition, notice of the pendency of such Asset Acquisition, the
following:

                  (a)      a reasonably detailed description of the operating
         profile for the assets to be acquired in such Asset Acquisition, and

                  (b)      a reasonably detailed description of the terms and
         conditions of such Asset Acquisition, including the purchase price and
         the manner and structure of payment(s), accompanied by copies of the
         then-current drafts of the proposed acquisition agreement(s), and

                  (c)      copies of financial statements for the assets to be
         acquired for the two (2) most recent fiscal years and for any
         subsequent interim accounting periods, and

                  (d)      a certificate duly executed by a Responsible Officer
         of the Borrower, in form satisfactory to the Administrative Agent,
         certifying that no Default has occurred and is continuing or will
         result from such Asset Acquisition (assuming Lenders consent to or
         waive any noncompliance with Section 9.8), certifying that after giving
         Pro Forma Effect to such Asset Acquisition such Responsible Officer
         reasonably believes that such Asset Acquisition will not result in a
         violation of any of the financial covenants contained herein during the
         twelve (12) month period following such Asset Acquisition, and setting
         forth computations demonstrating compliance with all financial
         covenants contained herein as of the end of the Fiscal Quarter then
         most recently completed, after giving Pro Forma Effect to such Asset
         Acquisition.

                  8.2.5.   Borrowing Base Certificate. Within thirty (30) days
after the end of each fiscal quarter of the Borrower, a Borrowing Base
Certificate, together with an accounts receivable aging report. The Borrower and
the Subsidiaries shall also deliver to the Administrative Agent within thirty
(30) days after the end of each Fiscal Quarter a list of all inventory and a
list of all unencumbered Fixed Assets of the Borrower and each of its
Subsidiaries which are included in the Borrowing Base; provided, however, that
the Borrower and its Subsidiaries shall also deliver such lists of inventory and
Fixed Assets at any time upon request of any Lender. In addition, the Borrower
and it Subsidiaries shall delivery a purchase order report if requested by the
Administrative Agent or any Lender.


                                      -66-
<PAGE>

                  8.2.6.   Reports to Other Persons. Promptly after the
furnishing thereof, copies of any statement or report furnished to any other
holder of any Indebtedness of the Borrower or any of the Guarantors pursuant to
the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Administrative Agent or Lenders
pursuant to any other clause of this Section 8.2.

                  8.2.7.   Total Indebtedness. Promptly upon request by the
Administrative Agent, copies of all agreements, instruments or documents
evidencing or otherwise related to any Total Indebtedness.

                  8.2.8.   Additional Information. Promptly, such additional
financial and other information as the Administrative Agent or any Lender from
time to time reasonably may request.

         8.3.     Provision of Notices. Notify the Administrative Agent and each
Lender of the occurrence of any of the following events not later than seven (7)
Business Days after the Borrower or any Guarantor knows or has reason to know of
such event:

                  8.3.1.   Default. Any Default.

                  8.3.2.   Other Default or Litigation. (a) Any default or event
of default under any Contractual Obligation of the Borrower or any Guarantor
that if adversely determined could result in liability equal to or greater than
$1,000,000 or otherwise could have a Material Adverse Effect, (b) any action,
suit, investigation, proceeding or other litigation that may exist at any time
between the Borrower or any Guarantor and any Governmental Authority (excluding,
however, audits and inquiries made in the ordinary course of business) or (c)
any other action, suit, investigation, proceeding or other litigation that if
adversely determined would (i) if the relief sought does not include damages,
have a Material Adverse Effect, or (ii) if the relief sought includes damages,
would result in an uninsured liability to the Company or any Guarantor equal to
or in excess of $1,000,000.

                  8.3.3.   Reportable Events. (a) Any Reportable Event with
respect to any Plan, (b) the institution of proceedings or the taking or
expected taking of any other action by the PBGC, the Borrower, any Guarantor or
any Commonly Controlled Entity to terminate, withdraw or partially withdraw from
any Plan, and (c) with respect to any Multi-Employer Plan, the reorganization or
insolvency of such Plan. In addition to such notice, the Borrower and the
Guarantors shall deliver or cause to be delivered to the Administrative Agent
and each Lender whichever of the following may be applicable: (i) a certificate
of a Responsible Officer of the Borrower or such Guarantor setting forth details
as to such Reportable Event and the action that it or the Commonly Controlled
Entity proposes to take with respect thereto, together with the copy of any
notice of such Reportable Event that may be required to be filed with the PBGC,
or (ii) any notice delivered by the PBGC evidencing its intent to institute such
proceedings or any notice to the PBGC that such Plan is to be terminated, as the
case may be.


                                      -67-
<PAGE>

                  8.3.4.   Environmental Matters. (a) Any event that makes any
of the representations set forth in Section 7.24 inaccurate in any respect or
(b) the receipt by the Borrower, any of the Guarantors or any of their
respective Subsidiaries of any notice, order, directive or other communication
from a Governmental Authority alleging a violation of or noncompliance with any
Environmental Laws.

                  8.3.5.   Loss of License, Permit, Approval, Etc. The loss or,
if known by the Borrower or any Guarantor, threatened loss, by the Borrower, any
Guarantor or any of their respective Subsidiaries, of any license, permit,
approval, registration, contract, consent, franchise, qualification, certificate
of need, accreditation or other authorization issued by any Governmental
Authority referenced in Section 7.22, if such loss reasonably could be expected
to have a Material Adverse Effect.

                  8.3.6.   Casualty Losses. Any casualty loss or event not
insured against in an amount in excess of $1,000,000.

         8.4.     Payment of Obligations and Performance of Covenants.

                  (a)      Make full and timely payment of the Obligations,
         including the Loans and Letter of Credit Liabilities, whether now
         existing or hereafter arising;

                  (b)      Duly comply with all terms, covenants and conditions
         contained in each of the Loan Documents, at the times and places and in
         the manner set forth therein; and

                  (c)      Take all action necessary to maintain the security
         interests provided for under this Agreement and the Security Documents
         as valid and perfected Liens on the property intended to be covered
         thereby, subject to no other Liens except Permitted Liens, and supply
         all information to the Administrative Agent or the Lenders necessary to
         accomplish same.

         8.5.     Payment of Taxes. Pay, and cause their respective Subsidiaries
to pay, or cause to be paid before the same shall become delinquent and before
penalties have accrued thereon, all taxes, assessments and governmental charges
or levies imposed on the income, profits, franchises, property or businesses of
the Borrower, the Guarantors or their respective Subsidiaries, except to the
extent and so long as (a) the same are being contested in good faith by
appropriate proceedings and (b) adequate reserves with respect thereto in
conformity with GAAP have been provided on the books of the Borrower or any such
Guarantor or Subsidiary, as appropriate.

         8.6.     Conduct of Business and Maintenance of Existence. Continue (a)
to engage primarily in the business as the Borrower and the Guarantors are
presently engaged in and businesses that enhance or support that primary
business activity, and (b) except as permitted by Sections 9.3 and 9.6, to
preserve, renew and keep in full force and effect their existence and present
corporate, partnership or other organizational structure, as the case may be.


                                      -68-
<PAGE>

         8.7.     Compliance with Law. Observe and comply with, and cause their
respective Subsidiaries to observe and comply with, all present and future
Requirements of Law relating to the conduct of their businesses or to their
properties or assets, except to the extent and so long as the nonobservance
thereof or noncompliance therewith will not have a Material Adverse Effect.

         8.8.     Maintenance of Properties and Franchises. Maintain, preserve
and keep (a) all of their buildings, tangible properties, equipment and other
property and assets used and necessary in their businesses, whether owned or
leased, in good repair, working order and condition, from time to time making
all necessary and proper repairs and replacements so that at all times the
utility, efficiency and value thereof shall not be impaired, and (b) all rights,
privileges and franchises necessary or desirable in the normal conduct of their
businesses.

         8.9.     Insurance.

                  (a)      Maintain and cause their respective Subsidiaries to
         maintain:

                           (1)      insurance (in addition to any insurance
                  required under the Security Documents) on all insurable
                  operations of and insurable property and assets owned or
                  leased by the Borrower, the Guarantors or any of their
                  respective Subsidiaries in the manner, to the extent and
                  against at least such risks (in any event including
                  comprehensive general liability, workers' compensation,
                  employer's liability, automobile liability and physical
                  damage, fiduciary liability and all-risk property insurance)
                  usually maintained by owners of similar businesses and
                  properties in similar geographic areas; provided that the
                  amounts of property insurance coverages shall not be less than
                  the full replacement cost of all such insurable property and
                  assets, except for coverage limitations with respect to flood,
                  earthquake and windstorm perils that are acceptable to the
                  Administrative Agent and Requisite Lenders; and

                           (2)      self-insurance reserves covering those risks
                  for which the Borrower, the Guarantors and each of their
                  respective Subsidiaries presently self-insure in appropriate
                  amounts as determined from time to time by the Borrower and
                  the Guarantors or, upon the request of the Administrative
                  Agent by independent insurance claims auditors acceptable to
                  the Administrative Agent and Requisite Lenders.

         All such insurance shall be in such amounts, in such form and with such
         insurance companies as are reasonably satisfactory to the
         Administrative Agent and Requisite Lenders, and shall name the
         Administrative Agent as an additional insured or loss payee pursuant to
         the terms of the Security Agreement.

                  (b)      Furnish to the Administrative Agent (i) not less
         frequently than annually and at any time upon written request, (A) full
         information as to such insurance carried, including the amounts of all
         self-insurance reserves of the Borrower, the Guarantors and their
         respective Subsidiaries, and (B) certificates of insurance from the
         insurance companies, and (ii) at any time upon written request,
         certified copies of such insurance


                                      -69-
<PAGE>

         policies. All policies of insurance shall provide for not less than
         fifteen (15) days' prior written notice to the Administrative Agent of
         the cancellation or any material alteration of the policy.

         8.10.    Use of Proceeds. Use the proceeds of the Facilities for the
purposes specified in Section 2.12 and for no other purpose.

         8.11.    Books and Records. Keep and maintain full and accurate books
of record and accounts of their operations, dealings and transactions in
relation to their business and activities, in conformity with GAAP and all
Requirements of Law.

         8.12.    Inspection. Permit any employees, agents or other
representatives of the Administrative Agent or the Lenders and any attorneys,
accountants or other agents or representatives designated by the Administrative
Agent or the Lenders to (a) have access to and visit and inspect any of the
accounting systems, books of account, financial records and properties, real,
personal or mixed, of the Borrower and the Guarantors, (b) examine and make
abstracts from any such accounting systems, books and records, and (c) discuss
the affairs, finances and accounts of the Borrower and the Guarantors with their
officers, employees or agents, all at such reasonable business times as the
Administrative Agent or the Lenders deem necessary or advisable to protect their
respective interests.

         8.13.    Compliance With Environmental Laws, Etc. Except to the extent
that the cumulative effect of all noncompliances with the following will not
have a Material Adverse Effect:

                  (a)      employ, and cause their respective Subsidiaries to
         employ, in connection with the use of any real property, appropriate
         technology (including appropriate secondary containment measures) to
         maintain compliance with applicable Environmental Laws;

                  (b)      take, and cause their respective Subsidiaries to
         take, all actions necessary to comply with all Environmental Laws,
         including any actions identified as necessary in any environmental
         compliance reports delivered to the Administrative Agent pursuant to
         the provisions of this Agreement;

                  (c)      obtain and maintain, and cause their respective
         Subsidiaries to obtain and maintain, any and all permits required by
         applicable Environmental Laws in connection with the operations of the
         Borrower, the Guarantors or any of their respective Subsidiaries;

                  (d)      dispose of, and cause their respective Subsidiaries
         to dispose of, any and all Hazardous Materials only at facilities and
         with carriers maintaining valid permits under applicable federal, state
         and local Environmental Laws; and

                  (e)      use best efforts to obtain, and cause their
         respective Subsidiaries to use their best efforts to obtain,
         certificates of disposal from all contractors employed by the


                                      -70-
<PAGE>

         Borrower, the Guarantors or any of their respective Subsidiaries in
         connection with the transportation or disposal of any Hazardous
         Materials.

         8.14.    Environmental Monitoring. Establish and maintain, and cause
their respective Subsidiaries to establish and maintain, a system to assure and
monitor continued compliance with all applicable Environmental Laws,
noncompliance with which would have a Material Adverse Effect, which system
shall include annual reviews of such compliance by employees or agents of the
Borrower, the Guarantors and their respective Subsidiaries who are familiar with
the requirements of applicable Environmental Laws.

         8.15.    Maintenance of Licenses, Permits, Approvals, Etc. Preserve and
maintain, and cause their respective Subsidiaries to preserve and maintain, all
licenses, permits, approvals, registrations, contracts, consents, franchises,
qualifications, certificates of need, accreditations and other authorizations
required under applicable state or local laws and regulations in connection with
the ownership or operation of their businesses, except to the extent that a
failure to preserve and maintain any of same will not have a Material Adverse
Effect.

         8.16.    Intercompany Indebtedness; Pledged Notes.

                  (a)      Maintain accounting systems, practices and procedures
         that enable the Borrower and the Guarantors to report to the
         Administrative Agent at any time upon its request the aggregate unpaid
         balance of any advances or loans owing to the Borrower or a Guarantor
         by the Borrower or any Guarantor or any Subsidiary thereof.

                  (b)      Cause all such advances or loans to be evidenced by
         Pledged Notes delivered to the Administrative Agent pursuant to the
         Security Agreement and contemporaneously with the delivery to the
         Administrative Agent of any Pledged Note, assign and deliver to the
         Administrative Agent any loan agreement or other instrument, document
         or agreement further evidencing, securing or otherwise relating to the
         indebtedness evidenced by such Pledged Note.

         8.17.    Compliance with Margin Regulations. Provide a statement to the
Administrative Agent and each Lender, indicating that the Borrower and its
Subsidiaries are in compliance with all regulations regarding "margin stock"
under Regulation U promulgated by the Board of Governors of the Federal Reserve
System.

         8.18.    Further Assurances. Perform, make, execute and deliver all
such additional and further acts, deeds, occurrences and instruments as the
Administrative Agent, the Lenders or the Issuing Bank reasonably may require to
document and consummate the transactions contemplated hereby and to vest
completely in and to ensure the Administrative Agent, the Lenders and the
Issuing Bank their respective rights under this Agreement, the Notes and the
other Loan Documents.

         8.19.    Creation of Subsidiaries. Within thirty (30) days after
creating any Subsidiary of the Borrower or any Guarantor, (a) give notice to the
Administrative Agent of the creation of such Subsidiary, and (b) cause such
Subsidiary to become a Subsidiary Guarantor under the terms of this Agreement.


                                      -71-
<PAGE>

         8.20.    Post-Closing Matters. Deliver to the Administrative Agent each
item listed on Schedule 8.20 prior to the deadline therefor set forth on said
schedule.

         8.21.    Notice of Exercise Under Siemens Joint Venture. Notify the
Administrative Agent and the Lenders: (a) within sixty (60) days of the
occurrence of any circumstances that will allow Siemens Medical Systems, Inc. to
exercise its purchase rights under the Siemens Joint Venture Agreement, and (b)
immediately upon receipt by the Borrower of notice by Siemens Medical Systems,
Inc. of its intent to exercise such purchase rights.

                                   ARTICLE 9

                               NEGATIVE COVENANTS

         So long as any Obligations are unpaid or outstanding, any Obligation
under the Loan Documents is unperformed or any of the Commitments are in effect,
the Borrower and the Guarantors shall not:

         9.1.     Indebtedness.

                  9.1.1.   Indebtedness of CPS and PETNet. Permit the Borrower
or any Guarantor to extend or advance to CPS any amount in excess of $55,000,000
of the proceeds of the Loans at any time.

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

                  (a)      Indebtedness of the Borrower or any of the Guarantors
         under or pursuant to this Agreement and the other Loan Documents;

                  (b)      Indebtedness existing, or arising pursuant to
         commitments existing, on the date hereof, all as set forth in Schedules
         7.16A and 7.16B, and any extensions, renewals, refundings or
         refinancings thereof on the same terms or other terms satisfactory to
         Requisite Lenders including all Capital Leases on such Schedules 7.16A
         and 7.16B which may be refinanced in an aggregate amount not to exceed
         $30,000,000; provided, however, that neither the principal amount
         thereof nor the interest rate thereon shall be increased (excluding
         adjustments in the interest rate in accordance with the stated terms of
         the instrument(s) currently evidencing the corresponding Indebtedness),
         nor shall the date for the making of any required payment of principal
         be accelerated nor the amount due on any such date increased;

                  (c)      Purchase Money Debt provided that, the Borrowers and
         the Guarantors in the aggregate shall not incur Purchase Money Debt in
         excess of more than $20,000,000, including the Purchase Money Debt
         being incurred, on an annual basis beginning with the date hereof;


                                      -72-
<PAGE>

                  (d)      Current liabilities incurred in the ordinary course
         of business and not represented by any note, bond, debenture or other
         instrument, and which are not past due for a period of more than thirty
         (30) days, or if overdue for more than thirty (30) days, which are
         being contested in good faith and by appropriate actions and for which
         adequate reserves in conformity with GAAP have been established on the
         books of the primary obligor with respect thereto;

                  (e)      Contingent Obligations consisting of (i) the
         endorsement by the Borrower or any Guarantor of negotiable instruments
         payable to such Person for deposit or collection in the ordinary course
         of business, and (ii) guarantees executed by the Borrower or any
         Guarantor with respect to Operating Lease obligations, Capital Lease
         obligations or Indebtedness of the Borrower, the Guarantors or any
         joint ventures otherwise permitted by this Agreement;

                  (f)      Contingent Obligations consisting of the
         indemnification by the Borrower or the Guarantors of (i) the officers,
         directors, employees and agents of the Borrower or such Guarantor, to
         the extent permissible under the corporation law of the jurisdiction in
         which the Borrower or such Guarantor is organized, (ii) commercial
         banks, investment bankers and other independent consultants or
         professional advisors pursuant to agreements relating to the
         underwriting of the Borrower's or such Guarantor's securities or the
         rendering of banking or professional services to the Borrower or such
         Guarantor and (iii) landlords, licensors, licensees and other parties
         pursuant to agreements entered into in the ordinary course of business
         by the Borrower or such Guarantor;

                  (g)      Indebtedness with respect to financed insurance
         premiums not past due;

                  (h)      Indebtedness of any Guarantor that is owed to the
         Borrower and that is described in clause (d), (e) or (f) of Section
         9.4, provided that any proceeds of the loans extended, advanced or
         otherwise made available by the Borrower to any Guarantor shall be
         evidenced by a Pledged Note pursuant to the terms of Section 8.16 of
         this Agreement and pursuant to the terms of the Security Agreement;

                  (i)      Indebtedness in respect of commercial standby letters
         of credit issued for the account of the Borrower or a Guarantor, not
         otherwise described in this Section 9.1.2, provided that the total
         amount of such commercial standby letters of credit is included in
         Total Indebtedness;

                  (j)      Indebtedness incurred in Permitted Acquisitions in
         which the seller in such Permitted Acquisitions extends financing for
         any portion of the purchase price, provided that the amount of such
         financing is included in Total Indebtedness; and

                  (k)      Any other Indebtedness payable to any financial
         institution not otherwise permitted under Section 9.1 in an aggregate
         amount not to exceed $2,500,000.


                                      -73-
<PAGE>

         9.2.     Liens. Create, incur, assume or suffer to exist any Lien upon
any real or personal property, fixtures, revenues or other assets whatsoever
(including the Collateral), whether now owned or hereafter acquired, of the
Borrower or the Guarantors, except:

                  (a)      Liens securing the Obligations;

                  (b)      Existing Liens;

                  (c)      Liens for taxes not yet due or that are being
         contested in good faith and by appropriate actions and for which
         adequate reserves in conformity with GAAP have been established on the
         books of the Borrower or such Guarantor;

                  (d)      carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business that are not overdue for a period of more than thirty (30)
         days, or if overdue for more than thirty (30) days, (i) which are being
         contested in good faith and by appropriate proceedings, (ii) for which
         adequate reserves in conformity with GAAP have been established on the
         books of the Borrower or such Guarantor; and (iii) with respect to
         which the obligations secured thereby are not material;

                  (e)      pledges or deposits in connection with workers'
         compensation insurance, unemployment insurance and like matters;

                  (f)      Liens securing permitted Purchase Money Debt;
         provided, however, that in each case any such Lien attaches only to the
         specific item(s) of property or asset(s) financed with such Purchase
         Money Debt;

                  (g)      deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (h)      easements, reservations, exceptions, rights-of-way,
         covenants, conditions, restrictions and other similar encumbrances
         incurred in the ordinary course of business that, in the aggregate, are
         not substantial in amount, and that do not in any case materially
         detract from the value of the property subject thereto or interfere
         with the ordinary conduct of business by the Borrower or such
         Guarantor;

                  (i)      Liens in respect of any writ of execution,
         attachment, garnishment, judgment or judicial award in an amount less
         than $1,000,000 if the time for appeal or petition for rehearing has
         not expired, an appeal or appropriate proceeding for review is being
         prosecuted in good faith and a stay of execution pending such appeal or
         proceeding for review has been secured; and

                  (j)      Liens securing Indebtedness permitted under clause
         (b) of Section 9.1.2, but only to the extent that such Indebtedness is
         currently secured as set forth on Schedules 7.16A and 7.16B.


                                      -74-
<PAGE>

         9.3.     Sale or Transfer of Assets. Sell, lease, assign, transfer or
otherwise dispose of any of their assets (including the stock or membership
interest of Subsidiaries), including any sale/lease back transactions, except:

                  (a)      sales of personal property assets in the ordinary
         course of business of the Borrower and the Guarantors;

                  (b)      the disposition of obsolete or worn-out equipment or
         other property no longer required by or useful to the Borrower or any
         of its Guarantors in connection with the operation of their businesses;

                  (c)      the sale or transfer to the Borrower of any asset
         owned by any Guarantor;

                  (d)      the sale or transfer of stock of CPS owned by the
         Borrower, pursuant to the terms of the Siemens Joint Venture Agreement;
         and

                  (e)      sale(s) of assets not otherwise permitted by this
         Section 9.3 in an aggregate amount not to exceed $5,000,000 during the
         prior twelve-month period.

         9.4.     Investments. Make, commit to make or suffer to exist any
Investment except:

                  (a)      Cash Equivalents;

                  (b)      Investments existing on the date hereof and set forth
         in Schedule 9.4;

                  (c)      accounts receivable representing trade credit
         extended in the ordinary course of business;

                  (d)      unsecured loans or advances by the Borrower to its
         Subsidiaries, provided that any proceeds of the Loans extended,
         advanced or otherwise made available by the Borrower to any Subsidiary
         shall be evidenced by a Pledged Note pursuant to the terms of Section
         8.16 of this Agreement and pursuant to the term of the Security
         Agreement;

                  (e)      Investments consisting of the ownership by the
         Borrower or any Guarantor of the equity securities of Subsidiaries that
         become Guarantors after the date of this Agreement; provided that the
         aggregate amount of money or property contributed to the capital of any
         one such Guarantor after the date of this Agreement pursuant to this
         clause (e) shall not exceed $1,000,000 in any one case or $3,000,000 in
         the aggregate, and provided further that, in transactions in which the
         Borrower sell a cyclotron system to PETNet, the Borrower may make a
         capital contribution to PETNet in the amount equal to the difference
         between the Borrower's list selling price of the cyclotron system and
         the Borrower's costs of manufacturing the cyclotron system;

                  (f)      Investments consisting of Permitted Acquisitions;


                                      -75-
<PAGE>

                  (g)      loans pursuant to employment agreements and executive
         compensation arrangements that do not exceed $500,000 in the aggregate
         outstanding at any one time;

                  (h)      Investments consisting of amounts potentially due
         from a seller of assets in a Permitted Acquisition that (i) relate to
         customary post-closing adjustments with respect to accounts receivable,
         accounts payable and similar items typically subject to post-closing
         adjustments in similar transactions, and (ii) are outstanding for a
         period of one hundred eighty (180) days or less following the closing
         of such Permitted Acquisition;

                  (i)      The Borrower may make contributions to the
         Subsidiaries in an aggregate amount not in excess of the total amount
         received from the sale of equity securities, provided that no more than
         twenty percent (20%) of any equity infusion may be contributable to
         CPS;

                  (j)      Investments, not otherwise described in this Section
         9.4, in an aggregate amount not exceeding $5,000,000 outstanding at any
         one time;

                  (k)      Investments consisting of ownership or financial
         interests of the Borrower or any Guarantor of equity in joint ventures
         or Subsidiaries in an amount not to exceed $15,000,000 per annum,
         whether or not such joint ventures become Guarantors under this Credit
         Agreement after the date hereof; and

                  (l)      Investments in securities with maturities less than
         twenty-four (24) months, provided, however, that (i) such investments
         are in securities rated at least AA by S&P, Aa by Moody's, or AA by
         Fitch, and (ii) the entire outstanding balance of the Revolving Loans
         is less than $50,000,000; or, in the event that the outstanding balance
         of the Revolving Loans exceeds $50,000,000, such Investments may be in
         securities with maturities less than twenty-four (24) months, provided,
         however, that (i) such Investments are in securities rated at least AA
         by S&P, Aa by Moody's, or AA by Fitch, and (ii) the total amount of
         consolidated cash and cash equivalents of the Borrower, after giving
         effect to such Investments, is greater than $30,000,000.

         9.5.     Restricted Payments. Declare, pay or make any Restricted
Payments except as long as no Default or Event of Default exists or would result
therefrom:

                  (a)      The Borrower may declare and deliver dividends to
         First Union Securities pursuant to the terms of the organizational
         documents and by-laws of the Borrower as of the date hereof;

                  (b)      The Borrower may redeem the common stock held of any
         employee upon termination of such employee's employment with the
         Borrower;

                  (c)      The Borrower may pay and deliver bonuses to employees
         and officers in the ordinary cause of business in accordance with
         standard operating policies and the past history of the Borrower; and


                                      -76-
<PAGE>

                  (d)      The Borrower may redeem its common stock provided
         that the aggregate amount of all redemptions of common stock in any
         Fiscal Year does not exceed the greater of $5,000,000 or twenty percent
         (20%) of the Borrower's net income for the prior Fiscal Year, and
         provided that no Event of Default has occurred or would occur as a
         result of such payment.

         9.6.     Issuance of Stock. Issue any capital stock; provided, however,
that

                  (a)      the Borrower may issue common stock and may issue
         preferred stock to the extent the aggregate of all preferred stock
         outstanding does not require the payment of dividends in excess of
         amounts permitted under Section 9.5, and provided such preferred stock
         is not redeemable, payable or subject to being required to be purchased
         or otherwise retired or extinguished (i) at a fixed or determinable
         date, whether by operation of a sinking fund or otherwise, (ii) at the
         option of any Person other than the Borrower or (iii) upon the
         occurrence of a condition not solely within the control of the
         Borrower, such as a redemption required to be made out of future
         earnings; and

                  (b)      any Guarantor may issue capital stock to the Borrower
         or any Subsidiary Guarantor.

         9.7.     Hedging Agreements. Enter into any interest rate swap, cap or
collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts, commodity agreements or other
similar arrangement (a "Hedging Agreement") unless such Hedging Agreement is
entered into in the ordinary course of business to hedge or mitigate risks which
the Borrower or any Subsidiary is exposed in the conduct of its business or the
management of its liabilities, or unless such Hedging Agreement is upon such
terms and with such parties as shall be reasonably satisfactory to the
Administrative Agent and the Lenders. Solely for the avoidance of doubt, the
Borrower acknowledges that a Hedging Agreement entered into for speculative
purposes or of a speculative nature (which shall be deemed to include any
Hedging Agreement under which the Borrower or any of its Subsidiaries is or may
become obliged to make any payment (i) in connection with the purchase by any
third party of any common stock or any Indebtedness, or (ii) as a result of
changes in the market value of any common stock or any Indebtedness) is not a
Hedging Agreement entered into in the ordinary course of business to hedge or
mitigate risks.

         9.8.     Fundamental Changes. Directly or indirectly (whether in one
transaction or a series of transactions) to:

                  (a)      enter into any transaction of merger, consolidation
         or amalgamation;

                  (b)      liquidate, wind up or dissolve itself (or suffer any
         liquidation or dissolution);

                  (c)      make any Asset Acquisition other than a Permitted
         Acquisition;

                  (d)      make any material change in its present method of
         conducting business;


                                      -77-
<PAGE>

                  (e)      enter into any agreement or transaction to do or
         permit any of the foregoing;

                  (f)      make any changes in its Fiscal Year; or

                  (g)      make any change in its current accounting practices,
         except for changes acceptable to its independent certified public
         accountants.

provided, however, that notwithstanding clause (a) of this Section 9.8, the
merger, consolidation or amalgamation of any Guarantor with the Borrower shall
be permitted, provided that the Borrower is the surviving entity in the
transaction.

         9.9.     Transactions With Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property or the rendering of
any service, with any Affiliate or employee of the Borrower or any of its
Subsidiaries, except transactions that (a) are in the ordinary course of
business of the Borrower or such Guarantor or Subsidiary and that are upon fair
and reasonable terms no less favorable to the Borrower or such Guarantor or
Subsidiary than would be obtained in a comparable arm's length transaction with
a Person not an Affiliate, including transactions between the Borrower and
PETNet under Section 9.4(e) hereof, or (b) otherwise will not have a Material
Adverse Effect.

         9.10.    Agreements Restricting the Borrower, the Guarantors and their
Subsidiaries. Enter into or become a party to, or permit any of their respective
Subsidiaries to enter into or become a party to, any agreement with any Person
(other than this Agreement and the Loan Documents) that in any way prohibits,
restricts or limits the ability of the Borrower, any Guarantor or any such
Subsidiary to:

                  (a)      transfer cash or other assets to the Borrower or any
         of its Subsidiaries;

                  (b)      declare or distribute dividends to the Borrower;

                  (c)      make loans to the Borrower or make payments on loans
         due and owing to the Borrower; or

                  (d)      create, incur, assume or suffer to exist any Lien
         with respect to any real or personal property, fixtures, revenues or
         other assets whatsoever, whether now owned or hereafter acquired, of
         the Borrower, any Guarantor or any such Subsidiary.

         9.11.    ERISA.

                  (a)      terminate any Plan so as to result in any material
         liability to the PBGC;

                  (b)      engage in any "prohibited transaction" (as defined in
         Section 4975 of the Code) involving any Plan that would result in a
         material liability for an excise tax or civil penalty in connection
         therewith;


                                      -78-
<PAGE>

                  (c)      incur or suffer to exist any material "accumulated
         funding deficiency" (as defined in Section 302 of ERISA), regardless of
         whether waived, involving any Plan; or

                  (d)      allow or suffer to exist any event or condition that
         presents a material risk of incurring a material liability to the PBGC
         by reason of the termination of any Plan.

         9.12.    Adverse Transactions. Enter into or become a party to, or
permit any of their respective Subsidiaries to enter into or become a party to,
any transactions the performance of which in the future would be inconsistent
with or is reasonably likely to result in a breach of any covenant contained
herein or any other Loan Document or otherwise to result in a Default.

         9.13.    Management Fees. Pay any management fees, personnel fees,
guaranty fees or other fees or commissions to any Affiliate of the Borrower or
any Guarantor or to any outside consultants or advisors except fees and expenses
payable to accountants, attorneys, appraisers and inspectors (including
environmental inspectors), investment bankers, consultants and outside directors
and except fees and expenses in amounts no less favorable to the Borrower or
such Guarantor than those that would have been obtained in an arm's length
transaction.

         9.14.    Subordinated Indebtedness. Modify, amend or in any way change
the terms of any Subordinated Indebtedness or any instrument, document or
agreement evidencing same or related thereto, if the effect of any such
modification, amendment or change would be to (a) increase the interest rate
applicable to such Subordinated Indebtedness (excluding adjustments in the
interest rate in accordance with the stated terms of the instrument(s) currently
evidencing the corresponding Subordinated Indebtedness), (b) accelerate the date
for the making of any required payment of principal or increase the amount due
on any such date, (c) modify the terms of subordination, as they apply to the
Obligations, in a manner that would affect adversely the rights of the
Administrative Agent, the Lenders or the Issuing Bank vis-a-vis the holder(s) of
such Subordinated Indebtedness, or (d) otherwise materially affect the rights of
the Administrative Agent, the Lenders or the Issuing Bank vis-a-vis the
holder(s) of such Subordinated Indebtedness.

                                   ARTICLE 10

                               FINANCIAL COVENANTS

         So long as any Obligations are unpaid or outstanding, any Obligation
under the Loan Documents is unperformed or any of the Commitments are in effect,
the Borrower and the Guarantors shall:

         10.1.    Total Indebtedness to EBITDAM Ratio. Maintain a Total
Indebtedness to EBITDAM Ratio of no greater than (a) 3.00 to 1.00 from the date
of this Credit Agreement through September 30, 2002, and (b) 2.50 to 1.00
thereafter.

         10.2.    Fixed Charge Coverage Ratio. Maintain a Fixed Charge Coverage
Ratio for the Last Four Fiscal Quarters of no less than 3.00 to 1.00.


                                      -79-
<PAGE>

         10.3.    Minimum Tangible Net Worth. Maintain a consolidated Tangible
Net Worth equal to the sum of:

                  (a)      $195,000,000, plus

                  (b)      fifty percent (50%) of cumulative positive
         Consolidated Net Income accrued since the end of the preceding Fiscal
         Quarter, commencing with the Fiscal Quarter ending on September 30,
         2002, plus

                  (c)      eighty percent (80%) of the net proceeds of any
         equity offering, calculated quarterly on the last day of each Fiscal
         Quarter.

                                   ARTICLE 11

                     EVENTS OF DEFAULT AND LENDERS' REMEDIES

         11.1.    Events of Default. Any one or more of the following described
events shall constitute an Event of Default hereunder, whether such occurrence
shall be voluntary or involuntary, or come about or be effected by operation of
law or otherwise:

                  11.1.1.  Failure to Pay Loans, Etc. The Borrower shall fail to
pay when due any principal of, interest on or other amount payable in respect of
the Loans, the Letter of Credit Liabilities, the Credit Fees or any of the other
Obligations or any other amount payable under this Agreement, the Notes, or the
other Loan Documents; provided, however, that the failure to pay interest, fees
or other Obligations (with the exception of principal payable with respect to
the Loans) shall not constitute an Event of Default hereunder unless such
failure continues for more than five (5) Business Days after such amounts are
due.

                  11.1.2.  Failure to Perform Certain Covenants. The Borrower or
any Guarantor shall fail to perform or observe any of its covenants and
agreements set forth in Sections 8.1, 8.2, 8.3, 8.6, 8.9, 8.10 and 8.12 and in
Articles 9 and 10.

                  11.1.3.  Failure to Perform Agreements Generally. The Borrower
or any Guarantor shall fail to perform or observe any of its other covenants and
agreements set forth in this Agreement (other than those described in Sections
11.1.1 and 11.1.2) or the other Loan Documents, and such failure shall continue
for more than thirty (30) days after the earlier of (a) written notice from the
Administrative Agent to the Borrower or such Guarantor, as applicable, of the
existence of such Default or (b) the date on which notice of such Default is
given pursuant to Section 8.3.2.

                  11.1.4.  Defaults Under Other Loan Documents. Any default or
event of default shall occur under any other Loan Document, and, if subject to a
cure right, shall fail to be cured or corrected within the applicable cure
period.


                                      -80-
<PAGE>

                  11.1.5.  False Statements. Any representation or warranty of
the Borrower or any Guarantor set forth in this Agreement, the Notes or the
other Loan Documents or in any other certificate, opinion or other statement at
any time provided by or on behalf of the Borrower or any Guarantor in connection
herewith or therewith shall prove to be false or misleading in any material
respect at the time made or given.

                  11.1.6.  Voluntary Insolvency Proceedings. The Borrower or any
Guarantor (a) shall commence a voluntary case or other proceeding seeking
dissolution, liquidation, reorganization or other relief with respect to itself
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a receiver, trustee,
liquidator, custodian or other similar official with respect to it or any
substantial part of its property, (b) shall consent to any such relief or to the
appointment of, or the taking of possession of any of its property by, any such
official in any involuntary case or other proceeding commenced against it, (c)
shall make a general assignment for the benefit of creditors, (d) shall take any
action to authorize any of the foregoing, or (e) shall become insolvent or fail
generally to pay its debts as they become due.

                  11.1.7.  Involuntary Insolvency Proceedings. Any involuntary
case or other proceeding shall be commenced against the Borrower or any
Guarantor seeking dissolution, liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a receiver, trustee,
liquidator, custodian or other similar official with respect to it or any
substantial part of its property, and (a) an order for relief (or the
equivalent) shall be entered in such involuntary case or other proceeding or (b)
such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of sixty (60) days after the commencement thereof.

                  11.1.8.  Failure to Perform Other Obligations. The Borrower or
any Guarantor shall (a) fail to pay, within thirty (30) days of receipt of
notice by the Borrower or any Guarantor of such failure to pay, any amount of
any Indebtedness or interest thereon, which payments individually or in the
aggregate exceed $500,000, or (b) fail to observe or perform any term, covenant
or agreement contained in any Contractual Obligation evidencing, securing or
relating to any Indebtedness executed by it, which failure would cause or permit
the holder or holders or beneficiary or beneficiaries of such Indebtedness (or
any agent or trustee on their behalf) to cause such Indebtedness to become due
or otherwise payable prior to its stated maturity.

                  11.1.9.  Judgments; Legal Process. One or more judgments,
decrees or orders for the payment of money shall be entered, or any judgment
lien shall be filed, or any writ of execution, attachment, garnishment or other
legal process shall be issued, against the Borrower or any Guarantor, or any of
the property thereof, which by itself or together with all other such legal
processes is for an amount in excess of $500,000, or which shall otherwise have
a Material Adverse Affect and which shall remain unvacated, unbonded or unstayed
for a period of thirty (30) days.


                                      -81-
<PAGE>

                  11.1.10. ERISA. (a) The Borrower or any Commonly Controlled
Entity shall engage in any "prohibited transaction" (as defined in ERISA or
Section 4975 of the Code) involving any Plan, (b) any "accumulated funding
deficiency" (as defined in ERISA), regardless of whether waived, shall exist
with respect to any Plan, (c) a Reportable Event shall occur with respect to, or
a proceeding shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or proceeding presents a material risk of termination of such
Plan for purposes of Title IV of ERISA, and, in the case of a Reportable Event,
shall continue unremedied for ten (10) days after notice of such Reportable
Event is given pursuant to Section 4043(a), (c) or (d) of ERISA and, in the case
of such proceeding, shall continue for ten (10) days after commencement thereof,
(d) any Single Employer Plan shall terminate for purposes of Title IV of ERISA,
(e) the withdrawal or partial withdrawal by the Borrower or any Commonly
Controlled Entity from any Multi-Employer Plan, or (f) the reorganization or
insolvency of a Plan or any other event or condition shall occur or exist with
respect to a Plan and in each case in clauses (a) through (f) above, such event
or condition together with all other such events or conditions, if any, could
subject the Borrower or any Guarantor to any tax, penalty or other liability in
excess of $500,000 or otherwise would have a Material Adverse Effect.

                  11.1.11. Validity of Loan Documents. Any of the Loan Documents
or any provision thereof, for any reason whatsoever, shall cease to be binding
on the Borrower or any Guarantor, as applicable, or the Borrower or any
Guarantor shall so assert.

                  11.1.12. Guaranty Obligations. Any Guarantor shall default in
the performance or observance of its guarantee hereunder, or such guarantee for
any reason whatsoever shall cease to be a valid and binding obligation of any
such Guarantor, or any such Guarantor shall so assert.

                  11.1.13. Failure of Lien. Any Security Document, after
delivery thereof pursuant to this Agreement, for any reason shall cease to
create a valid Lien on any of the Collateral purported to be covered thereby or,
after recordation of such Security Document as provided in this Agreement, shall
cease to be a perfected and first priority Lien on such Collateral, subject only
to Permitted Liens.

                  11.1.14. Change in Control. An event or series of events
constituting a Change in Control.

         11.2.    Lenders' Remedies. Upon the occurrence of an Event of Default
or at any time thereafter, and in each and every case, unless such Event of
Default shall have been remedied or waived in writing by Requisite Lenders, any
one or all of the following actions may be taken:

                  (a)      upon the request of Requisite Lenders, the
         Administrative Agent shall, by notice to the Borrower terminate any or
         all of the Commitments, whereupon such Commitments of the Lenders
         thereunder immediately shall terminate; provided, however, that upon
         the occurrence of any event specified in either Section 11.1.5 or
         Section 11.1.13 the Commitments shall terminate automatically without
         further action by the Administrative Agent, the Lenders or the Issuing
         Bank;


                                      -82-
<PAGE>

                  (b)      upon request of Requisite Lenders, the Administrative
         Agent shall declare all outstanding Obligations and other amounts owing
         under this Agreement, the Notes and the other Loan Documents to be due
         and payable immediately, and all such Obligations and other amounts
         immediately shall be due and payable, without presentment, demand,
         protest or notice of any kind, all of which are hereby expressly waived
         to the extent permitted by applicable law; provided, however, that upon
         the occurrence of any event specified in either Section 11.1.6 or
         Section 11.1.7 all such Obligations and other amounts immediately shall
         be due and payable in full without declaration or other notice;

                  (c)      the Administrative Agent immediately may enforce
         payment of all Obligations of the Borrower and the Guarantors to the
         Administrative Agent and the Lenders under this Agreement, the Notes
         and the other Loan Documents, and the Administrative Agent shall be
         entitled to all remedies available hereunder or thereunder; and

                  (d)      the Administrative Agent shall be entitled to
         exercise, for the ratable benefit of the Lenders, all other rights,
         powers, privileges, options and remedies available under or by virtue
         of the Loan Documents or otherwise available at law or in equity.

         11.3.    Actions in Respect of Letters of Credit.

                  11.3.1.  Collateral Account. If an Event of Default shall have
occurred and be continuing, the Administrative Agent may, and upon the request
of Requisite Lenders shall, whether in addition to the taking by the
Administrative Agent of any of the actions described in Section 11.2 or
otherwise, make demand upon the Borrower or any of the Guarantors to, and
forthwith upon such demand such Person(s) will, pay to the Administrative Agent
at its Lending Office, for its benefit and the ratable benefit of the Lenders
and the Issuing Bank, in immediately available (same day) funds for deposit in a
Collateral Account to be maintained for the benefit of the Administrative Agent
and the ratable benefit of the Lenders and the Issuing Bank at such place as
shall be designated by the Administrative Agent, an amount equal to the amount
of the Letter of Credit Liabilities.

                  11.3.2.  Security Interest. The Borrower and the Guarantors
hereby pledge and assign to the Administrative Agent, for its benefit and the
ratable benefit of the Lenders and the Issuing Bank, and grant to the
Administrative Agent for its benefit and the ratable benefit of the Lenders and
the Issuing Bank, a lien on and a security interest in the Collateral Account,
all cash deposited therein, all notes, certificates and instruments, if any,
from time to time representing or evidencing the Collateral Account and all
interest and other earnings thereon, additions thereto, substitutions therefor
and proceeds thereof. The lien and security interest granted hereby secures the
payment of all of the Obligations.

                  11.3.3.  Application of Proceeds. The Borrower and the
Guarantors hereby authorize the Administrative Agent to apply, from time to time
after funds are deposited in the Collateral Account, funds then held in the
Collateral Account to the payment of any amounts, in such order as the
Administrative Agent may elect, as shall have become or shall become due and


                                      -83-
<PAGE>

payable by the Borrower to the Lenders in respect of the Letter of Credit
Liabilities and thereafter to the satisfaction of the other Obligations.

                  11.3.4.  Investments. Neither the Borrowers, nor the
Guarantors, nor any Person claiming or acting on behalf of or through the
Borrowers or the Guarantors shall have any right to withdraw any of the funds
held in the Collateral Account, except as provided in Section 11.3.8; provided,
however, that with the consent of the Administrative Agent, and to the extent
that there is an amount in excess of $100,000 in the Collateral Account at the
end of any Business Day after taking into account applications of funds, if any,
from the Collateral Account made pursuant to Section 11.3.8, the Administrative
Agent shall, at the written request of the Borrower, from time to time invest
amounts on deposit in the Collateral Account in Cash Equivalents; provided
further that in order to provide the Administrative Agent with a perfected
security interest therein, at the request of the Administrative Agent, each
investment in Cash Equivalents shall be evidenced by negotiable certificates or
instruments of which the Administrative Agent shall take physical possession. If
the Borrower or any Guarantor shall have the right to have any amounts on
deposit in the Collateral Account invested by the Administrative Agent, but
shall have failed to request the Administrative Agent to invest such amounts,
the Administrative Agent will endeavor to invest such amounts in such Cash
Equivalents as the Administrative Agent shall select; provided, however, that in
order to provide the Administrative Agent with a perfected security interest
therein, at the request of the Administrative Agent, each such investment in
Cash Equivalents shall be evidenced by negotiable certificates or instruments of
which the Administrative Agent shall take physical possession. Any interest or
other proceeds received by the Administrative Agent in respect of Cash
Equivalents that are not invested or reinvested in Cash Equivalents as provided
above shall be deposited and held in cash in the Collateral Account under the
sole dominion and control of the Administrative Agent and shall be applied as
provided in Section 11.3.3.

                  11.3.5.  Further Liens. The Borrower and the Guarantors agree
that they will not sell or otherwise dispose of any interest in the Collateral
Account or the funds on deposit therein or create or permit to exist any Lien on
or with respect to the Collateral Account or the funds on deposit therein except
for the security interest created by this Section 11.3.

                  11.3.6.  Remedies.

                  (a)      Requisite Lenders, in their sole discretion, may
         without notice to the Borrower or any Guarantor except as required by
         law and at any time and from time to time, direct any Lender to charge,
         set-off and otherwise apply all or any part of first, the Letter of
         Credit Liabilities and second, the other Obligations, against the
         Collateral Account, or any part thereof, in such order as the
         Administrative Agent shall elect. The Administrative Agent agrees to
         notify promptly the Borrower or such Guarantor after any such set-off
         and application made by any Lender, at the direction of Requisite
         Lenders, provided that the failure to give such notice shall not affect
         the validity of such set-off and application. The rights of the Lenders
         under this Section 11.3.6 are in addition to other rights and remedies
         (including other rights of set-off) which any Lender may have.


                                      -84-
<PAGE>

                  (b)      The Administrative Agent, in its sole discretion, may
         exercise in respect of the Collateral Account, in addition to the other
         rights and remedies provided for herein or otherwise available to it,
         all the rights and remedies of a secured party upon default under the
         UCC, and the Administrative Agent may, without notice except as
         specified below, sell the Collateral or any part thereof in one or more
         parcels at public or private sale, at any office of the Administrative
         Agent or elsewhere, for cash, on credit or for future delivery, and
         upon such other terms as the Administrative Agent may deem commercially
         reasonable. The Borrower and the Guarantors agree that to the extent
         notice of sale shall be required by law, at least ten (10) days' notice
         of the time and place of any public sale or the time after which any
         private sale is to be made shall constitute reasonable notice. The
         Administrative Agent shall not be obligated to make any sale of the
         Collateral or any part thereof, regardless of notice of sale having
         been given. The Administrative Agent may adjourn any public or private
         sale from time to time by announcement at the time and place fixed
         therefor, and such sale may, without further notice, be made at the
         time and place to which it was so adjourned.

                  (c)      Any cash or other property held in the Collateral
         Account, and all proceeds received by the Administrative Agent in
         respect of any sale of, collection from or other realization upon all
         or any part of the Collateral Account may, in the discretion of the
         Administrative Agent, then or at any time thereafter be applied (after
         payment of any amounts payable pursuant to this Section 11.3) in whole
         or in part by the Administrative Agent for the ratable benefit of the
         Lenders against all or any part of the Obligations in such order as the
         Administrative Agent may elect.

                  11.3.7.  Preservation of the Collateral Account. The
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral Account if the Collateral Account is
accorded treatment substantially equal to that which the Administrative Agent
accords its own property, it being understood that the Administrative Agent
shall not have any responsibility or liability (a) for ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Cash Equivalents, regardless of whether the
Administrative Agent has or is deemed to have knowledge of such matters, (b) for
taking any necessary steps to preserve rights against any parties with respect
to the Collateral Account, (c) for the collection of any proceeds from Cash
Equivalents, (d) by reason of any invalidity, lack of value or uncollectability
of any of the payments received by the Administrative Agent from obligors with
respect to Cash Equivalents, (e) for any loss resulting from investments made in
compliance with Section 11.3.4, except to the extent such loss was attributable
to the Administrative Agent's gross negligence or willful misconduct in
complying with Section 11.3.4, as determined by a final judgment of a court of
competent jurisdiction, or (f) in connection with any investments made in
compliance with Section 11.3.4 without a written request from the Borrower or
any Guarantor, or any failure by the Administrative Agent to make any such
investment.

                  11.3.8.  Surplus Funds. Any surplus funds held in the
Collateral Account and remaining after the Obligations are fully satisfied shall
be paid to the Borrower or such other Person(s) as may be lawfully entitled to
receive such surplus.


                                      -85-
<PAGE>

                                   ARTICLE 12

                            THE ADMINISTRATIVE AGENT

         12.1.    Appointment. Each Lender hereby (a) irrevocably appoints
SunTrust as the Administrative Agent for such Lender and the other Lenders under
this Agreement, the Notes and the other Loan Documents, and (b) irrevocably
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement, the Notes and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement, the Notes and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. The Administrative Agent shall, among other things, take such actions
as the Administrative Agent is authorized to take pursuant to this Agreement,
the Notes and the other Loan Documents. As to any matters not expressly provided
for in this Agreement, the Administrative Agent may, but shall not be required
to, exercise any discretion or take any action; however, the Administrative
Agent shall be required to act or to refrain from acting upon the written
instructions of Requisite Lenders if the Administrative Agent shall be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of so acting or refraining from
acting. Notwithstanding anything to the contrary herein, the Administrative
Agent shall have no duties, responsibilities or fiduciary relationships with any
Lender except those expressly set forth in this Agreement, the Notes and the
other Loan Documents, and no implied covenants, responsibilities, duties,
obligations or liabilities shall be read into this Agreement, the Notes or the
other Loan Documents or otherwise exist against the Administrative Agent.

         12.2.    Delegation of Duties. The Administrative Agent may exercise
any of its powers or execute any of its duties under this Agreement, the Notes
and the other Loan Documents by or through one or more agents or
attorneys-in-fact and shall be entitled to obtain, and to rely on, advice of
counsel concerning all matters pertaining to such rights and duties. The
Administrative Agent may utilize the services of such agents and
attorneys-in-fact as the Administrative Agent in its sole discretion reasonably
determines, and all reasonable fees and expenses of such agents and
attorneys-in-fact shall be paid by the Borrower on demand. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by the Administrative Agent in good faith.

         12.3.    Limitation of Liability. Neither the Administrative Agent nor
its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (a) liable for any waiver, consent or approval given or any
action taken or omitted to be taken by it or by such Person under or in
connection with this Agreement, the Notes or the other Loan Documents, if
authorized or permitted hereunder, except for its or such Person's own gross
negligence or willful misconduct, or (b) responsible for the consequences of any
oversight or error in judgment by it or such Person whatsoever, except for its
or such Person's own gross negligence or willful misconduct. The Administrative
Agent shall not be responsible for (i) the execution, validity, genuineness,
effectiveness, sufficiency, enforceability, perfection or priority of this
Agreement, the Notes or the other Loan Documents, (ii) the collectability of any
amounts owing under this


                                      -86-
<PAGE>

Agreement, the Notes or the other Loan Documents, (iii) the value, sufficiency,
enforceability, perfection or collectability of any Collateral, (iv) the failure
by the Borrower or any Guarantor to perform its obligations under this
Agreement, the Notes or the other Loan Documents or to observe any conditions
hereof or thereof, (v) the truth, accuracy and completeness of the recitals,
statements, representations or warranties made by the Borrower or any Guarantor
or any officer or agent thereof contained in this Agreement, the Notes or the
other Loan Documents, or in any certificate, report, statement, document or
other writing referred to or provided for in, or received by the Administrative
Agent in connection with, this Agreement, the Notes or the other Loan Documents
believed by the Administrative Agent to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons.

         12.4.    Reliance by the Administrative Agent. The Administrative Agent
shall not have any obligation (a) to ascertain or to inquire as to the
observance or performance of any of the conditions, covenants or agreements in
this Agreement, the Notes or the other Loan Documents or in any document,
instrument or agreement at any time constituting, or intended to constitute,
Collateral, (b) to ascertain or inquire as to whether any notice, consent,
waiver or request delivered to it shall have been duly authorized or is genuine,
accurate and complete or (c) to inspect the properties, books or records of the
Borrower, any Guarantor or any of their respective Subsidiaries. The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying (i) upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document, instrument or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and (ii) upon advice and statements of legal counsel
(including counsel to the Borrower or the Guarantors), independent accountants
and other experts selected by the Administrative Agent. The Administrative Agent
may deem and treat the payee of any Note as the owner thereof for all purposes
unless a written notice of the assignment, negotiation or transfer thereof, in
accordance with the provisions of this Agreement, shall have been delivered to
the Administrative Agent identifying the name of the subsequent payee or holder
thereof. The Administrative Agent shall be entitled to fail or refuse, and shall
be fully protected in failing or refusing, to take any action required or
permitted by it under this Agreement, the Notes or the other Loan Documents
unless (A) it first shall receive such advice or concurrence of Requisite
Lenders as it deems appropriate, or (B) it first shall be indemnified to its
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. In
all cases the Administrative Agent shall be fully protected in acting, or in
refraining from acting, under this Agreement, the Notes or the other Loan
Documents in accordance with a request of Requisite Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Notes.

         12.5.    Notice of Default; Action by Administrative Agent. The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default unless the Administrative Agent has received written
notice from a Lender, the Borrower or any Guarantor referring to this Agreement,
describing such Default and stating that such notice is a "Notice of Default".
If the Administrative Agent receives such a notice, the Administrative Agent
shall give notice thereof (in writing or by telephone confirmed in writing) to
the Lenders as soon as is practicable. The Administrative Agent shall take such
action with respect to an Event of Default


                                      -87-
<PAGE>

as shall be reasonably directed by Requisite Lenders; provided, however, that
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Event of Default as it
deems advisable in the best interests of the Lenders.

         12.6.    Non-Reliance on the Administrative Agent by the Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
has made any representations or warranties to such Lender. The Administrative
Agent shall have no obligation, responsibility or liability to any of the
Lenders regarding the creditworthiness or financial condition of the Borrower,
any of the Guarantors or any of their respective Subsidiaries or for any
recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectability, priority or sufficiency of this Agreement or any
other Loan Document. No act by the Administrative Agent hereinafter taken,
including any review of the Borrower, the Guarantors and their respective
Subsidiaries, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, it has made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower, the Guarantors and their
respective Subsidiaries and has made its own decision to enter into this
Agreement and to make its Loans and otherwise participate in the transactions
hereunder. Each Lender also represents that, independently and without reliance
upon the Administrative Agent or any other Lender, and based on such documents
and information as it deems appropriate at the time, it shall continue to make
its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, the Notes and the other Loan Documents and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower, the Guarantors and their respective Subsidiaries. The Administrative
Agent shall not be required to make any inquiry concerning the performance or
observance of any of the terms, provisions or conditions of this Agreement or
any other Loan Document, or the financial condition of the Borrower or the
Guarantors or the existence or possible existence of any Default. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
have no obligation or liability to provide any Lender with any credit or other
information concerning the business, operations, property, financial and other
condition or creditworthiness of the Borrower, the Guarantors or their
respective Subsidiaries that may come into the possession of the Administrative
Agent or any of its respective officers, directors, employees, agents,
attorneys-in-fact or affiliates.

         12.7.    Indemnification. Each of the Lenders shall indemnify, defend
and hold harmless the Administrative Agent in its capacity as such (to the
extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so), ratably according to their respective Percentages, from and
against any and all claims, demands, lawsuits, costs, expenses, fees,
liabilities, obligations, losses, damages, actions, recoveries, judgments,
suits, costs, expenses or disbursements of any kind whatsoever, including
interest, penalties and reasonable


                                      -88-
<PAGE>

attorneys' and paralegals' fees and costs and amounts paid in settlement of any
of the foregoing, whether direct, indirect, consequential or incidental, that at
any time (including at any time following the satisfaction of the Obligations)
may be imposed on, incurred by or asserted against the Administrative Agent in
any way relating to, resulting from or arising out of this Agreement, the Notes
or the other Loan Documents, the transactions contemplated hereby or any action
taken or omitted by the Administrative Agent under or in connection with any of
the foregoing; provided, however, that no Lender shall be liable for the payment
of any portion of such claims, demands, lawsuits, costs, expenses, fees,
liabilities, obligations, losses, damages, actions, remedies, judgments, suits,
costs, expenses or disbursements to the extent such result arose solely from the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this Section 12.7 shall survive the repayment of the Loans and the satisfaction
of the other Obligations and shall be in addition to and not in lieu of any
other indemnification agreements set forth in the Loan Documents.

         12.8.    Payments. If in the opinion of the Administrative Agent, the
distribution of any amount received by the Administrative Agent in such capacity
under this Agreement, the Notes or the other Loan Documents might involve it in
liability, the Administrative Agent may refrain from making the distribution
thereof until the Administrative Agent's right to make such distribution shall
have been adjudicated by a court of competent jurisdiction. If a court of
competent jurisdiction shall adjudge that any amount received from and
distributed by the Administrative Agent in such capacity as Administrative Agent
is to be repaid, each Person to whom any such distribution shall have been made
either (a) shall repay to the Administrative Agent its proportionate share of
the amount so adjudged to be repaid, or (b) shall repay the same in such manner
and to such Persons as shall be determined by such court.

         12.9.    Administrative Agent in Its Individual Capacity. The
Administrative Agent in its individual capacity, and its Affiliates, may make
loans and other financial accommodations to, accept deposits from and generally
engage in any kind of business with the Borrower or any of the Guarantors and
their respective Subsidiaries as though the Administrative Agent were not the
Administrative Agent hereunder. With respect to Loans made or renewed by it, any
Notes issued to it and its participation in the Letter of Credit Liabilities,
the Administrative Agent in its individual capacity shall have the same
benefits, rights, powers and privileges under this Agreement, the Notes and the
other Loan Documents as any other Lender and may exercise the same as though it
were not the Administrative Agent, and the terms "Lender", "Lenders" and
"Requisite Lenders" shall include the Administrative Agent in its individual
capacity.

         12.10.   Successor Administrative Agent. The Administrative Agent may
resign as such upon forty-five (45) days' prior written notice to the Lenders.
If the Administrative Agent resigns as such under this Agreement, then so long
as no Default has occurred and is continuing, the Borrower shall appoint from
among the Lenders a successor Administrative Agent. If a Default has occurred
and is continuing, or if no successor Administrative Agent has been appointed by
the Borrower and accepted such appointment within forty-five (45) days after the
retiring Administrative Agent's notice of resignation, then Requisite Lenders
shall appoint from among the Lenders a successor Administrative Agent. If no
successor Administrative Agent has been appointed and accepted such appointment
within forty-five (45) days after the retiring Administrative Agent's notice of
resignation, then the retiring Administrative Agent shall select a


                                      -89-
<PAGE>

successor Administrative Agent that either is a Lender or is a commercial bank
that is organized under the laws of the United States of America or any state
therein and has a combined capital and surplus of at least $5 billion. Upon
acceptance of its appointment as successor Administrative Agent, (a) such
successor agent shall succeed to the rights, powers, privileges and duties of
the Administrative Agent, (b) the retiring Administrative Agent shall be
discharged of all its obligations and liabilities in such capacity under this
Agreement, the Notes and the other Loan Documents, (c) the term "Administrative
Agent" shall mean such successor agent effective upon its appointment and (d)
the retiring Administrative Agent's rights, powers and duties as Administrative
Agent shall be terminated, without any other or further act or deed on the part
of such retiring Administrative Agent or any of the parties to this Agreement or
any holders of the Notes. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article 12 shall
continue to inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement.

                                   ARTICLE 13

                         ASSIGNMENTS AND PARTICIPATIONS

         13.1.    Successors and Assigns. This Agreement, the Notes and the
other Loan Documents shall be binding on and shall inure to the benefit of the
Borrower, the Guarantors, the Administrative Agent, the Lenders, the Issuing
Bank and their respective successors and assigns, except as otherwise provided
herein or therein. Neither the Borrower nor the Guarantors may assign, transfer,
hypothecate or otherwise convey their respective rights, benefits, obligations
or duties hereunder or thereunder without the prior express written consent of
the Lenders. Any purported assignment, transfer, hypothecation or other
conveyance by the Borrower or the Guarantors without the prior express written
consent of all the Lenders shall be void. Neither the Administrative Agent nor
any of the Lenders may sell, assign, transfer, grant a participation in or
otherwise dispose of all or any portion of its interest in this Agreement, the
Notes or the other Loan Documents except as expressly provided herein.

         13.2.    Assignments.

                  13.2.1.  Assignments. With prior notice to the Borrower, each
Lender may assign (other than the sale of a participation) up to one hundred
percent (100%) of its right, title and interest under this Agreement, the Notes,
the Letters of Credit and the other Loan Documents (including all or a portion
of its Commitments and the same portion of the Loans at the time owing to it) to
one or more banks or other financial institutions; provided, however, that (a)
each such assignment shall be of a constant, and not a varying, percentage of
all such Lender's right, title and interest hereunder and thereunder, (b) such
share shall be in increments of $1,000,000 each (unless the Lender is assigning
its entire interest), (c) any assignee shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, (d) a Lender may not assign
any interest without the prior approval of the Administrative Agent, the Issuing
Bank and, in the absence of a Default and except for assignments to another
Lender or an Affiliate of any Lender, the Borrower, which approval shall not be
unreasonably withheld and (e) upon any such assignment, the assigning Lender
shall pay the Administrative Agent a


                                      -90-
<PAGE>

processing fee of $1,000. Notwithstanding the foregoing, any Lender may assign,
as collateral or otherwise, any of its rights (including such Lender's rights to
payments of principal and interest on the Notes) under this Agreement to any
Federal Reserve Bank without notice to or consent of the Administrative Agent,
the Issuing Bank or the Borrower.

                  13.2.2.  Effect of Assignments. Upon the sale, assignment,
transfer or other disposition (other than the sale of a participation) of any of
a Lender's right, title and interest under this Agreement, the Notes, the
Letters of Credit and the other Loan Documents to any assignee in accordance
with this Section 13.2, then upon the execution, delivery and acceptance of the
Assignment and Acceptance, from and after the effective date specified therein,
(a) the transferor Lender no longer shall have the rights, benefits and
obligations under this Agreement, the Notes, the Letters of Credit or the other
Loan Documents to the extent of the interest transferred (except for such
rights, benefits and obligations that such Lender would retain under or with
respect to this Agreement, the Notes, the Letters of Credit or the other Loan
Documents upon payment in full of the Obligations), and (b) the assignee shall
become a Lender, shall succeed to the rights and benefits and assume the
obligations of such transferor Lender hereunder and thereunder to the extent of
the interest transferred.

                  13.2.3.  Actions by the Borrower. The Borrower hereby agrees
that it shall execute and deliver, at the request of the Administrative Agent
(a) one or more substitute Notes to the order of such Lenders to evidence the
portions of the Loans retained and sold and (b) any amendment to any Loan
Document to effectuate the provisions of this Section 13.2.

                  13.3.    Participations. Subject to the provisions of this
Section 13.3, each Lender shall have the right at any time to sell participating
interests in all or any part of its Commitments, the Loans and the Letters of
Credit to one or more banks or other financial institutions; provided, however,
that (a) such sale or transfer shall not relieve such Lender of any obligation
or liability hereunder, (b) such Lender shall make and receive all payments for
the account of its participants and shall retain exclusively, and shall continue
to exercise exclusively, all rights of approval and administration available
hereunder with respect to such Lender's Commitments, the Loans and the Letters
of Credit, even after giving effect to the sale of any such participation
(although such Lender may at its option agree with its participants that it will
not consent to any matter described in clauses (a) through (g) of Section 14.3.4
without their concurrence), and (c) such Lender shall make such arrangements
with its participants as may be necessary to accomplish the foregoing. No such
participant shall be a Lender for any purpose of this Agreement, other than for
purposes of Section 14.13, without the consent of the Administrative Agent and
the Issuing Bank.

                  13.4.    Disclosure. In connection with any assignments,
participations or offers therefor pursuant to this Article 13, each Lender may
disclose to any assignee or participant or prospective assignee or participant
such information pertaining to the Borrower, the Guarantors or any of their
respective Subsidiaries as such Lender may deem appropriate or such assignee or
participant or prospective assignee or participant may request; provided,
however, that prior to any such disclosure such assignee or participant or
prospective assignee or participant shall agree to preserve the confidentiality
of any confidential information relating to the Borrower or its Subsidiaries
received by it on the same basis as provided in this Section 13.4.


                                      -91-
<PAGE>

                                   ARTICLE 14

                               GENERAL PROVISIONS

         14.1.    Notices. Any notice, request, demand or other communication
required or permitted under this Agreement, the Notes or the other Loan
Documents shall be in writing and shall be deemed to be properly given (a) when
received, if personally delivered or sent by overnight courier with appropriate
confirmation of delivery, (b) two (2) Business Days after deposit in the mail,
if mailed by United States first class, certified or registered mail, postage
prepaid, (c) one (1) Business Day after deposit with a public telegraph company
for transmittal, charges prepaid, or (d) when received, if given by telecopy,
with appropriate confirmation, each to the appropriate address set forth below
or to such other address that any such party or the Administrative Agent may
designate by written notice to other parties.

                           If to the Borrower:

                                    CTI Molecular Imaging, Inc.
                                    810 Innovation Drive
                                    Knoxville, Tennessee 37922
                                    Attn: Chief Financial Officer
                                    Telecopy No. (865) 218-3001

                           If to any of the Guarantors, except CPS:

                                    CTI Services, Inc.
                                    810 Innovation Drive
                                    Knoxville, Tennessee 37922
                                    Attn: President
                                    Telecopy No. (865) 218-3002

                                    PETNet Pharmaceuticals, Inc.
                                    810 Innovation Drive
                                    Knoxville, Tennessee 37922
                                    Attn: President
                                    Telecopy No.(865) 218-3002

                                    Advanced Crystal Technology, Inc.
                                    (ACT, Inc.)
                                    810 Innovation Drive
                                    Knoxville, Tennessee 37922
                                    Attn: President
                                    Telecopy No. (865) 218-3002


                                      -92-
<PAGE>

                                    with a copy to:

                                    Dennis R. McClane, Esq.
                                    Woolf, McClane, Bright, Allen & Carpenter
                                    900 Riverview Tower
                                    900 South Gay Street
                                    Knoxville, Tennessee 37902
                                    Telecopy No. (865) 215-1001

                                    and to:

                                    Mr. John Sharp
                                    Corporate Controller
                                    CTI Molecular Imaging, Inc.
                                    810 Innovation Drive
                                    Knoxville, Tennessee 37922
                                    Telecopy No. (865) 218-3006

                           If to CPS:

                                    CTI PET Systems, Inc.
                                    810 Innovation Drive
                                    Knoxville, Tennessee 37922
                                    Attn: President
                                    Telecopy No. (865) 218-3002

                                    with a copy to:

                                    Alston & Bird, LLP
                                    One Atlantic Center
                                    1201 West Peachtree Street
                                    Atlanta, Georgia 30309-3424
                                    Attn: Greg Brophy, Esq.
                                    Telecopy No.: (404) 881-7777

                                    and to:

                                    Mr. Michael Templin
                                    Vice President and Chief Financial Officer
                                    CTI PET Systems, Inc.
                                    810 Innovation Drive
                                    Knoxville, Tennessee 37922
                                    Telecopy No. (865) 218-3002


                                      -93-
<PAGE>

                           If to any of the Lenders:

                                    Their respective addresses as set forth with
                                    their signatures on this Agreement.

                           If to SunTrust as Administrative Agent or as Issuing
                           Bank:

                                    SunTrust Bank
                                    7610 Gleason Road
                                    Knoxville, Tennessee 37919
                                    Attn: Corporate Banking Group, Scott Folsom
                                    Telecopy No. (865) 544-2398

                                    with a copy to:

                                    G. Mark Mamantov, Esq.
                                    Bass, Berry & Sims PLC
                                    900 South Gay Street, Suite 1700
                                    Knoxville, Tennessee 37902
                                    Telecopy No. (865) 521-6234

         14.2.    Entire Agreement. The execution and delivery of this Agreement
and the other Loan Documents supersede all the negotiations or stipulations
concerning the matters that preceded or accompanied the execution and delivery
hereof and thereof (other than with respect to fees payable pursuant to separate
agreements among the Borrower, the Administrative Agent and the Issuing Bank).
This Agreement, the Notes and the other Loan Documents also are intended, by the
parties hereto and thereto, as a complete and exclusive statement of the terms
and conditions hereof and thereof.

         14.3.    Amendments, Waivers and Consents.

                  14.3.1.  Amendments. Except as otherwise set forth in this
Agreement, the provisions of (a) this Agreement may not be modified, amended,
restated or supplemented, except by a written instrument duly executed and
delivered on behalf of the Borrower, the Guarantors and Requisite Lenders, and
(b) the Notes and all Loan Documents other than this Agreement may not be
modified, amended, restated or supplemented, except by a written instrument duly
executed and delivered on behalf of the Borrower and any of the Guarantors, to
the extent that the Borrower or any such Guarantor is a signatory party to such
Note or such Loan Document, and on behalf of the Administrative Agent, with the
written consent of Requisite Lenders. Notwithstanding anything to the contrary
herein, the Administrative Agent and Requisite Lenders may modify, amend,
restate, supplement or waive any provision of Article 12 without the consent of
the Borrower or any Guarantor.


                                      -94-
<PAGE>

                  14.3.2.  Waivers and Consents. Except as otherwise set forth
in this Agreement, any waiver of the terms and conditions of this Agreement, the
Notes or the other Loan Documents, or any waiver of any Default and its
consequences hereunder or thereunder, and any consent or approval required or
permitted by this Agreement, the Notes or the other Loan Documents to be given
by the Lenders, may be made or given with, but only with, the written consent of
Requisite Lenders on such terms and conditions as specified in the written
instrument granting such waiver, consent or approval. A waiver, to be effective,
must be in writing and signed by the party making the waiver.

                  14.3.3.  Effect of Waivers. In the case of any waiver, the
Borrower, the Guarantors, the Lenders, the Administrative Agent, and the Issuing
Bank shall be restored to their former positions and rights under this
Agreement, the Notes and the other Loan Documents to the extent of such waiver,
and any Default waived shall be deemed to be cured and not continued; provided,
however, that no waiver shall constitute the waiver of any subsequent or other
Default or impair any right consequent thereon. No failure or delay on the part
of the Administrative Agent or any Lender to exercise or enforce any right or
remedy under or in connection with this Agreement, the Notes or the other Loan
Documents, whether by their respective terms, at law, in equity or otherwise,
shall operate as a waiver thereof. No single or partial exercise of any such
right or remedy shall preclude other or further exercise thereof or the exercise
of any other right or remedy.

                  14.3.4.  Consent of All the Lenders. Without in each instance
the prior express written consent of the Administrative Agent and all the
Lenders, no such modification, amendment, restatement, supplement, waiver or
consent shall:

                  (a)      increase the aggregate Commitments, or increase the
         Commitment of any Lender without such Lender's approval;

                  (b)      reduce the amounts or extend the dates for the
         payment of any Credit Fees that are payable to the Lenders in
         accordance with their respective Percentages of the Commitments;

                  (c)      extend the maturity of the Notes or the date of any
         scheduled principal payments or mandatory prepayments hereunder or
         thereunder;

                  (d)      reduce the rate or extend the time of payment of
         interest hereunder or under the Notes;

                  (e)      waive the payment of any principal, interest or
         Credit Fees payable hereunder or under the Notes;

                  (f)      extend the termination dates of any of the
         Commitments or any Maturity Date except as expressly provided for in
         this Agreement or any required prepayments of the Notes;


                                      -95-
<PAGE>

                  (g)      release of any portion of the Collateral or release
         any of the Guarantors from any of their respective obligations under
         the guarantees hereunder, except as expressly provided herein;

                  (h)      consent to the making of an Asset Acquisition not
         otherwise permitted by the terms hereof;

                  (i)      consent to the assignment or transfer by the Borrower
         of any of its Obligations under this Agreement, the Notes or the other
         Loan Documents;

                  (j)      amend or modify the definitions of "Percentages" or
         "Requisite Lenders" contained in this Agreement; or

                  (k)      waive, amend or modify any of the financial covenants
         of Article 10 hereof.

                  14.3.5.  Binding Effect. Any such modification, amendment,
restatement, supplement, waiver or consent shall apply equally to each of the
Lenders and shall be binding upon the Borrower, the Guarantors, the Lenders, the
Administrative Agent and all future holders of the Notes.

         14.4.    Independence of Covenants. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or otherwise would be within the limitations of, another covenant
shall not avoid the occurrence of a Default if such action is taken or condition
exists.

         14.5.    Interpretation. Neither this Agreement, the Notes or the other
Loan Documents, nor any uncertainty or ambiguity herein or therein, shall be
construed or resolved against the Administrative Agent, the Lenders, the Issuing
Bank, the Borrower or the Guarantors whether under any rule of construction or
otherwise. This Agreement, the Notes and the other Loan Documents have been
reviewed by all the parties hereto and thereto and shall be construed and
interpreted according to the ordinary meaning of the words used as to accomplish
fairly the purposes and intentions of all such parties.

         14.6.    Inconsistencies With Other Documents. In the event there is a
conflict or inconsistency between this Agreement, the Notes or the other Loan
Documents, the terms of this Agreement shall control; provided, however, that
any provision of the Security Documents that imposes additional burdens on the
Borrower or any Guarantor or further restricts the rights of the Borrower or any
Guarantor or gives the Lenders additional rights shall not be deemed to be in
conflict or inconsistent with this Agreement and shall be given full force and
effect.

         14.7.    Severability. If any portion of this Agreement, the Notes or
any of the other Loan Documents shall be judged by a court of competent
jurisdiction to be unenforceable, the remaining portions shall be valid and
enforceable to the extent that the remaining terms thereof provide for the
creation of the Obligations and the consummation of the issuance of the Notes,
the grant of collateral security therefor, the guarantee thereof and the payment
of principal and


                                      -96-
<PAGE>

interest in respect of the Obligations substantially on the same terms and
subject to the same conditions as set forth herein and therein.

         14.8.    Governing Law. This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of Tennessee,
without reference to the conflicts or choice of law principles thereof, except
to the extent that the laws of a particular jurisdiction govern the creation,
perfection, priority and enforcement of liens on and security interests in the
Collateral. Notwithstanding the foregoing, if at any time the laws of the United
States of America permit any Lender to contract for, take, reserve, charge or
receive interest or loan charges in amounts greater than are allowed by the laws
of such state (whether such federal laws directly so provide or refer to the law
of the state where such Lender is located), then such federal laws shall to such
extent govern as to the interest and loan charges that such Lender is allowed to
contract for, take, reserve, charge or receive under this Agreement, the Notes
and the other Loan Documents. References to laws in this section are to such
laws as are now in effect, and, with respect to usury laws, if any, applicable
to any Lender and to the extent allowed thereby, to such laws as hereafter may
be in effect that allow a higher maximum nonusurious interest rate than such
laws now allow.

         14.9.    Consent to Jurisdiction and Venue. The Borrower, each
Guarantor, the Administrative Agent, the Lender and the Issuing Bank hereby
irrevocably consent to the personal jurisdiction of the state and federal courts
located in Tennessee in any action, claim or other proceeding arising out of any
dispute in connection with this Agreement, the Notes and the other Loan
Documents, any rights or obligations hereunder or thereunder or the performance
of such rights and obligations, and agree that venue in any such action shall be
appropriate in Knox County, Tennessee. The Borrower and each Guarantor hereby
irrevocably consent to the service of a summons and complaint and other process
in any action, claim or proceeding brought by the Administrative Agent, any
Lender or the Issuing Bank in connection with this Agreement, the Notes or the
other Loan Documents, any rights or obligations hereunder or thereunder or the
performance of such rights and obligations, on behalf of itself or its property,
in the manner specified in Section 14.1. Nothing in this Section 14.9 shall
affect the right of the Administrative Agent, any Lender or the Issuing Bank to
serve legal process in any other manner permitted by law or affect the right of
the Administrative Agent, any Lender or the Issuing Bank to bring any action or
proceeding against the Borrower, any of the Guarantors or their respective
properties in the courts of any other jurisdictions.

         14.10.   WAIVER OF JURY TRIAL. THE ADMINISTRATIVE AGENT, EACH LENDER,
THE ISSUING BANK, THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM,
COUNTERCLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. The
scope of this waiver is intended to be all-encompassing with respect to any and
all disputes that may be filed in any court and that relate to the subject
matter of this transaction, including without limitation contract claims, tort
claims, breach of duty claims and


                                      -97-
<PAGE>

all other common law and statutory claims. Each of the parties hereto (a)
acknowledges that this waiver is a material inducement for the parties to the
Loan Documents to enter into a business relationship, that the parties to the
Loan Documents have already relied on this waiver in entering into same and the
transactions that are the subject thereof, and that they will continue to rely
on this waiver in their related future dealings, and (b) further warrants and
represents that each has reviewed this waiver with its legal counsel and that
each knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. This waiver is irrevocable, meaning that it may
not be modified either orally or in writing, and this waiver shall apply to any
subsequent amendments, modifications, supplements, extensions, renewals or
replacements of this Agreement. In the event of litigation, this Agreement may
be filed as a written consent to a trial by the court.

         14.11.   Cumulative Remedies. All rights and remedies provided in or
contemplated by this Agreement, the Notes and the other Loan Documents are
cumulative and not exclusive of any right or remedy otherwise provide herein,
therein, at law or in equity.

         14.12.   Expenses of Administration and Enforcement. The Borrower shall
pay on demand all reasonable expenses of the Administrative Agent in connection
with this Agreement, the Notes and the other Loan Documents, and the preparation
of any modifications, amendments, restatements, supplements or waivers,
including all attorneys' and paralegals' fees and expenses, all fees and
expenses for title, lien and other public records searches, filing and
recordation fees and taxes, duplicating expenses, corporation search fees,
appraisal fees, escrow agent fees and expenses, and all other customary
expenses. If a Default shall occur, all reasonable out-of-pocket expenses
incurred by the Lenders, the Administrative Agent and the Issuing Bank
(including administrative expenses of the Lenders the Administrative Agent and
the Issuing Bank and fees and disbursements of in-house and outside counsel) in
connection with such Default and collection and other enforcement proceedings
(including bankruptcy proceedings) resulting therefrom shall be paid by the
Borrower, regardless of whether suit is actually commenced to obtain any relief
provided hereunder. The Borrower shall indemnify, defend and hold harmless the
Administrative Agent, each of the Lenders and the Issuing Bank from and against
any and all documentary or filing taxes, assessments or charges by any
Governmental Authority by reason of the execution and delivery of this
Agreement, the Notes and the other Loan Documents and the consummation of the
transactions that are the subject thereof.

         14.13.   Indemnification. The Borrower and each of the Guarantors,
jointly and severally, shall indemnify, defend and hold harmless the
Administrative Agent, the Lenders and the Issuing Bank (to the fullest extent
permitted by law) from and against any and all claims, demands, lawsuits, costs,
expenses, fees, obligations, liabilities, losses, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorneys' and
paralegals' fees and costs and amounts paid in settlement of any of the
foregoing, whether direct, indirect, consequential or incidental, that the
Administrative Agent, the Lenders or the Issuing Bank may incur or suffer or
that may arise out of, result from or relate to (a) this Agreement, the Notes,
the Letters of Credit or the other Loan Documents or the transactions
contemplated hereby or thereby (excluding actions arising out of the
Administrative Agent's, the Lenders' or the Issuing Bank's own gross negligence
or willful misconduct and actions arising out of claims made by the
Administrative Agent, any Lender or the Issuing Bank against any of the others),
or (b) any action under this


                                      -98-
<PAGE>

Agreement, the Notes, the Letters of Credit or the other Loan Documents or the
transactions contemplated hereby or thereby (excluding actions arising out of
the Administrative Agent's, the Lenders' or the Issuing Bank's own gross
negligence, willful misconduct, breaches of contract, and actions arising out of
claims made by the Administrative Agent, any Lender or the Issuing Bank against
any of the others). This Section 14.13 shall survive termination of this
Agreement.

         14.14.   Adjustment. If any Lender (a "benefited Lender") at any time
shall receive any payment of all or part of its Loans or its participation in
the Letter of Credit Liabilities or the interest thereon or receive any
collateral therefor, whether voluntarily or involuntarily, by set-off or
otherwise, in an amount proportionately greater than any corresponding payment
to or collateral received by any other Lender in respect of such other Lender's
Loans or its participation in the Letter of Credit Liabilities or the interest
thereon, such benefited Lender shall purchase for cash from the other Lenders
such portion of each Lender's Loans and participation in the Letter of Credit
Liabilities, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits thereafter is recovered from such
benefited Lender or set aside, such purchase shall be rescinded and the purchase
price and benefit returned to the extent of such recovery, but without interest.
Each Lender so purchasing a portion of another Lenders' Loans and participation
in the Letter of Credit Liabilities may exercise all rights of payment
(including rights of setoff) with respect to such portion as fully as if such
Lender were the direct holder of such portion.

         14.15.   Setoff. In addition to any rights and remedies of the Lenders
provided by law, the Lenders each shall have a security interest in any and all
deposits of the Borrower and the Guarantors (general or special, time or demand,
provisional or final) at any time held by any Lender or any Affiliate thereof,
which security interest shall secure the Obligations. Upon the occurrence and
during the continuance of any Event of Default, with the consent of the
Administrative Agent without prior notice to the Borrower or the Guarantors, any
notice being specifically waived by the Borrower and the Guarantors to the
fullest extent permitted by applicable law, each Lender may set off and apply
against any indebtedness, whether matured or unmatured, of the Borrower or any
Guarantor to the Lenders, any amount owing from any Lender or any Affiliate
thereof to the Borrower or any Guarantor at, or at any time after, the
occurrence of an Event of Default (and each Affiliate of any Lender is
irrevocably authorized to permit such setoff and application), and the aforesaid
right of setoff may be exercised by any Lender against the Borrower or the
Guarantors or against any trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, receiver or execution, judgment, or attachment
creditor of the Borrower or any Guarantor, or against anyone else claiming
through or against the Borrower or any such Guarantor or such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver or execution, judgment or other attachment creditor, notwithstanding
the fact that such right of setoff shall not have been exercised by any Lender
prior to the making, filing or issuance, or service upon any Lender of, or of
notice of, any such petition, assignment for the benefit of creditors,
appointment or application for the appointment of a receiver, or issuance of
execution, subpoena, order or warrant. Each Lender promptly shall notify the
Borrower or the Guarantors and the Administrative Agent after any such setoff
and


                                      -99-
<PAGE>

application made by any Lender; provided, however, that failure to give such
notice shall not affect the validity of such setoff and application.

         14.16.   Other Accommodations to the Borrower and the Guarantors; No
Rights By Virtue of Cross-Collateralization.

                  (a)      Each Lender (including the Administrative Agent) may,
         without notice to or consent by any other Lender, make or participate
         in loans, extensions of credit or other financial accommodations to or
         for the benefit of the Borrower or any of its Subsidiaries on any terms
         that it deems desirable, and engage in other business transactions, in
         the same manner as if this Agreement were not in existence, all without
         limiting, waiving or otherwise impairing any rights of such Lender or
         any other Lender under this Agreement. Certain Lenders have also
         extended credit to the Borrower as disclosed on Schedule 7.16A. Without
         limiting the generality of the foregoing, the Lenders acknowledge and
         agree that so long as a Lender acts in good faith and the other
         Lenders' interests in the Obligations and the Collateral are not
         impaired thereby, (i) such Lender may be preferred or secured in any
         manner that it deems advisable with respect to such other loans,
         extensions of credit, financial accommodations and transactions, (ii)
         such Lender shall be under no obligation to collect or attempt to
         collect any payments in respect of the Obligations in preference to the
         collection or enforcement of any other borrowings or obligations of the
         Borrower or its Subsidiaries to such Lender, and (iii) any amounts
         collected by such Lender from the Borrower or its Subsidiaries that are
         not expressly designated (or reasonably determinable to be intended) as
         being in payment of the Obligations may be applied to any of the
         obligations of such Person to such Lender in any manner deemed
         appropriate by such Lender.

                  (b)      The Lenders acknowledge and agree that the Collateral
         constitutes all of the collateral security for the Obligations and
         that, as among themselves, no Lender shall have any interest in (i) any
         property or interests of the Borrower or any of its Subsidiaries, other
         than the Collateral, that now or hereafter secures loans, extensions of
         credit, other financial accommodations and other transactions
         (excluding the Obligations), of the Borrower or any of its Subsidiaries
         with any other Lender, whether entered into directly or acquired by
         such Lender, (ii) any property of the Borrower or any of its
         Subsidiaries, other than the Collateral, now or hereafter in the
         possession or control of any other Lender, (iii) any deposit, not
         constituting Collateral, now or hereafter held by any other Lender, or
         (iv) any other indebtedness now or hereafter owing to any other Lender;
         any of which may be or become security for or otherwise available for
         payment or performance of the Obligations by reason of any
         cross-collateralization or any general description of secured
         indebtedness(es) or obligation(s) contained in any mortgage, security
         agreement or other security instrument or agreement held by any Lender,
         or by reason of the right of setoff, counterclaim or otherwise.
         Notwithstanding the foregoing, if any such property, deposit or
         indebtedness, or any proceeds thereof, in the discretion of the Lender
         holding same, is applied to the reduction of the Obligations, then all
         of the Lenders shall be entitled to their respective Percentages of
         such application in the manner provided in Sections 3.3 and 14.14.


                                     -100-
<PAGE>

         14.17.   Survival of Representations and Warranties. All
representations and warranties of the Borrower and the Guarantors set forth in
this Agreement, the Notes and the other Loan Documents and in any other
certificate, opinion or other statement provided at any time by or on behalf of
the Borrower and the Guarantors in connection herewith shall survive the
execution of the delivery of this Agreement, the Notes and the other Loan
Documents, the purchase and sale of the Notes hereunder and the payment or other
satisfaction of the Obligations.

         14.18.   Relationship of the Parties. None of the Administrative Agent,
the Lenders, or the Issuing Bank shall be deemed partners or joint venturers
with the Borrower or the Guarantors or any Affiliate thereof in making this
Agreement or by any action taken hereunder. The Borrower and the Guarantors,
jointly and severally, shall indemnify, defend and hold harmless the Lenders and
the Administrative Agent from and against any and all claims, demands, lawsuits,
costs, expenses, fees, obligations, liabilities, losses, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorneys' fees and
costs, whether direct, indirect, consequential or incidental, that the Lenders
or the Administrative Agent may incur or suffer or that may arise out of, result
from or relate to such a construction of the parties and their relationship.
This Section 14.18 shall survive termination of this Agreement.

         14.19.   Destruction of Records. Any documents, schedules, invoices or
other papers delivered to the Administrative Agent, the Lenders, or the Issuing
Bank at their option may be destroyed or otherwise disposed of by them six (6)
months after they are delivered to or received by them, unless the Borrower or
any Guarantor requests, in writing, the return of such documents, schedules,
invoices or other papers and makes reasonably acceptable arrangements, at the
Borrower's or such Guarantor's expense, for their return.

         14.20.   Execution in Counterparts; Effectiveness.

                  (a)      This Agreement may be executed in multiple
         counterparts, each of which shall be deemed an original hereof for all
         purposes, but all of which together shall constitute one and the same
         document. One or more counterparts of this Agreement may be executed by
         one or more of the parties hereto, and some different counterparts or
         copies executed by other parties. Each counterpart hereof executed by
         any party hereto shall be binding upon the party executing same even
         though other parties may execute one or more different counterparts,
         and all counterparts hereof so executed shall constitute but one and
         the same agreement. Each party hereto, by execution of a counterpart
         hereof, expressly authorizes and directs any other party hereto to
         detach the signature pages (and any corresponding acknowledgment pages)
         thereof from the counterpart hereof executed by the authorizing party
         and affix same to another identical counterpart hereof such that upon
         execution of multiple counterparts hereof by all parties hereto, there
         shall be one counterpart hereof to which is attached the signature
         pages (and any corresponding acknowledgment pages) containing
         signatures (and acknowledgments) of all parties hereto.

                  (b)      This Agreement shall become effective when (i) the
         Administrative Agent shall have received counterparts or signature
         pages executed by the Borrower, the Guarantors, the Administrative
         Agent, the Lenders, and the Issuing Bank, or (ii) in the


                                     -101-
<PAGE>

         case of any Lender, the Administrative Agent shall have received
         telecopied notice from such Lender that it has executed a counterpart
         hereof or signature page hereto and forwarded the same to the
         Administrative Agent by first class, registered or certified mail as
         set forth in Section 14.1. A set of the copies of this Agreement or
         counterparts signed by all of the parties shall be lodged with the
         Borrower, on behalf of itself and the Guarantors, and the
         Administrative Agent.

         14.21.   Interest and Loan Charges Not to Exceed Maximum Amounts
Allowed by Law. It is the intention of the Borrower and the Lenders to conform
strictly to all laws applicable to the Lenders that govern or limit the interest
and loan charges that may be charged in respect of the Obligations. Anything in
this Agreement, the Notes or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced hereunder exceed the maximum amounts
collectible by such Lender pursuant to applicable law. If for any reason
whatsoever the interest or loan charges paid or contracted to be paid by the
Borrower to any of the Lenders in respect of the Obligations shall exceed the
maximum amounts collectible under the law applicable to such Lender, then, in
that event, and notwithstanding anything to the contrary in this Agreement, the
Notes or any other Loan Document: (a) the aggregate of all consideration that
constitutes interest or loan charges under the law applicable to such Lender
that is contracted for, taken, reserved, charged or received under this
Agreement, the Notes or any other Loan Document or otherwise in connection with
the Obligations under no circumstances shall exceed the maximum amounts allowed
by such applicable law, and any excess shall be credited by such Lender on the
principal amount of the Obligations (or, to the extent the principal amount
outstanding under this Agreement, the Notes and the other Loan Documents has
been or thereby would be paid in full, refunded to the Borrower); and (b) in the
event that the maturity of any or all of the Obligations is accelerated by
reason of an election of the Lenders resulting from any Default under this
Agreement or otherwise, or in the event of any required or permitted prepayment,
then such consideration that constitutes interest or loan charges under the law
applicable to any Lender may never include more than the maximum amounts allowed
by the law applicable to such Lender, and any excess interest or loan charges
provided for in this Agreement or otherwise shall be canceled automatically as
of the date of such acceleration or prepayment and, if theretofore paid, shall
be credited by such Lender on the principal amount of the Obligations (or, to
the extent the principal amount of the Obligations has been or thereby would be
paid in full, refunded by such Lender to the Borrower). All sums paid or agreed
to be paid to the Lenders for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be prorated,
allocated and spread throughout the full term of the Obligations until payment
in full so that the rate or amount of interest and loan charges on account of
the Obligations will not exceed any applicable legal limitation. The right to
accelerate the maturity of the Obligations does not include the right to
accelerate the maturity of any interest or loan charges not otherwise accrued on
the date of such acceleration, and the Lenders do not intend to charge or
collect any unearned interest or loan charges in the event of any such
acceleration.


                                     -102-
<PAGE>

         14.22.   FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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

                                      BORROWER:

                                      CTI MOLECULAR IMAGING, INC.,
                                      a Delaware corporation



                                      By: /s/ David N. Gill
                                         --------------------------------------
                                      Name:   David N. Gill
                                           ------------------------------------
                                      Title:  CFO
                                            -----------------------------------

                                      GUARANTORS:

                                      CTI PET SYSTEMS, INC.,
                                      a Tennessee corporation



                                      By: /s/ Michael Templin
                                         --------------------------------------
                                      Name:   Michael Templin
                                           ------------------------------------
                                      Title:   CFO
                                            -----------------------------------

                                      CTI SERVICES, INC.,
                                      a Tennessee corporation



                                      By: /s/ David N. Gill
                                         --------------------------------------
                                      Name:   David N. Gill
                                           ------------------------------------
                                      Title:   CFO
                                            -----------------------------------


                                     -103-
<PAGE>

                                      P.E.T.NET PHARMACEUTICALS, INC.,
                                      a Tennessee corporation



                                      By: /s/ Mark S. Rhoads
                                         --------------------------------------
                                      Name:   Mark S. Rhoads
                                           ------------------------------------
                                      Title: President and CEO
                                            -----------------------------------

                                      ADVANCED CRYSTAL TECHNOLOGY, INC.
                                      (ACT, INC.), a Tennessee corporation



                                      By: /s/ David N. Gill
                                         --------------------------------------
                                      Name:   David N. Gill
                                           ------------------------------------
                                      Title:  CFO
                                            -----------------------------------

                                      CTI GMBH, a German corporation



                                      By: /s/ Fred Stuvek, Jr.
                                         --------------------------------------
                                      Name:   Fred Stuvek, Jr.
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                        [LENDERS' SIGNATURE PAGES FOLLOW]


                                     -104-
<PAGE>

   [Lender's Signature Page to $125,000,000 CTI Molecular Imaging, Inc. Third
        Modification of Amended and Restated Credit Agreement dated as of
                               September 30, 2002]

                                      SUNTRUST BANK, as a Lender, Administrative
                                      Agent and Issuing Bank



                                      By: /s/ Scott C. Folsom
                                         --------------------------------------
                                      Title:  Group Vice President
                                            -----------------------------------

                                            Address: 7610 Gleason Drive
                                                     Knoxville, TN 37919
                                            Attn:    Corporate Banking Group,
                                                     Scott Folsom
                                                     Telecopy No. (865) 544-2149

                                      Initial Commitment: $35,000,000

                                      Percentage: 28%


                                     -105-
<PAGE>

   [Lender's Signature Page to $125,000,000 CTI Molecular Imaging, Inc. Third
       Modification of Amended and Restated Credit Agreement dated as of
                              September 30, 2002]

                                      BANK OF AMERICA, N.A., as a Lender



                                      By: /s/ Elizabeth L. Knox
                                         --------------------------------------
                                      Title:   S.V.P.
                                            -----------------------------------

                                      Address: Bank of America, N.A.
                                               414 Union Street, 4th Floor
                                               Nashville, Tennessee  37239
                                               Attn: Elizabeth L. Knox
                                                    ---------------------------
                                               Telecopy No. (615) 749-4951

                                      Initial Commitment: $25,000,000

                                      Percentage: 20%


                                     -106-
<PAGE>

   [Lender's Signature Page to $125,000,000 CTI Molecular Imaging, Inc. Third
       Modification of Amended and Restated Credit Agreement dated as of
                              September 30, 2002]

                                      FIFTH THIRD BANK, as a Lender



                                      By: /s/ James E. Simpson
                                         --------------------------------------
                                      Title:   Vice President
                                            -----------------------------------

                                      Address: Fifth Third Bank
                                               200 Prosperity Drive
                                               Knoxville, Tennessee 37923
                                               Attn: James E. Simpson
                                                    ---------------------------
                                               Telecopy No. (865) 824-2766

                                      Initial Commitment: $15,000,000

                                      Percentage: 12%


                                     -107-
<PAGE>

   [Lender's Signature Page to $125,000,000 CTI Molecular Imaging, Inc. Third
        Modification of Amended and Restated Credit Agreement dated as of
                               September 30, 2002]

                                      NATIONAL CITY BANK OF KENTUCKY,
                                      as a Lender



                                      By: /s/ Kevin L. Anderson
                                         --------------------------------------
                                      Name:   Kevin L. Anderson
                                           ------------------------------------
                                      Title:   Vice President
                                            -----------------------------------

                                      Address: National City Bank of Kentucky
                                               National City Tower - 37th Floor
                                               101 South Fifth Street
                                               Louisville, Kentucky 40202
                                               Attn: Kevin L. Anderson
                                               Telecopy No. (502) 581-4424

                                      Initial Commitment: $20,000,000

                                      Percentage:  16%


                                     -108-
<PAGE>
   [Lender's Signature Page to $125,000,000 CTI Molecular Imaging, Inc. Third
       Modification of Amended and Restated Credit Agreement dated as of
                              September 30, 2002]

                             WACHOVIA BANK NATIONAL ASSOCIATION,
                             as a Lender



                             By: /s/ Douglas T. Davis
                                --------------------------------------
                             Title: Director


                                   Address: 301 South College Street, 5th Floor
                                            Charlotte, North Carolina 28288-0760

                                   Attn:  Douglas T. Davis
                                   Telecopy No. 704-364-4793

                             Initial Commitment: $15,000,000

                             Percentage: 12%


                                     -109-
<PAGE>

   [Lender's Signature Page to $125,000,000 CTI Molecular Imaging, Inc. Third
        Modification of Amended and Restated Credit Agreement dated as of
                               September 30, 2002]


                                      U.S. BANK NATIONAL ASSOCIATION,
                                      as a Lender



                                      By: /s/ Russell S. Rogers
                                         --------------------------------------
                                      Title: Vice President
                                            -----------------------------------



                                            Address: 150 Fourth Avenue North
                                                    ---------------------------
                                                     Nashville, Tennessee 37219
                                                    ---------------------------
                                                     3rd Floor
                                                    ---------------------------
                                            Attn: Russell S. Rogers
                                                 ------------------------------
                                            Telecopy No. 615-251-9245



                                      Initial Commitment: $15,000,000


                                      Percentage:  12%


                                     -110-
<PAGE>

                             SCHEDULES AND EXHIBITS

                                    SCHEDULES

Schedule 1.1B           Persons Authorized to Give Telephonic Notices

Schedule 2.4.           Existing Letters of Credit

Schedule 7.1            Borrower and Guarantors - Capitalization and
                        Jurisdictions of Incorporation and Foreign Qualification

Schedule 7.6            Pending Litigation

Schedule 7.16A          Indebtedness and Liens

Schedule 7.16B          Contingent Obligations and Liens

Schedule 7.17A          Business Locations

Schedule 7.17B          Trade Names

Schedule 7.24           Environmental Matters

Schedule 8.20           Post-Closing Matters

Schedule 9.4            Existing Investments

                                    EXHIBITS

Exhibit 1.1             Form of Supplement to Credit Agreement

Exhibit 2.1.5           Form of Borrowing Base Certificate

Exhibit 2.2.4           Form of Notice of Revolving Credit Borrowing

Exhibit 2.4.2           Form of Letter of Credit Request

Exhibit 2.9A            Form of Revolving Note

Exhibit 2.9B            Form of Swingline Note

Exhibit 4.1A            Form of Security Agreement

Exhibit 4.1B            Patent and License Security Agreement

Exhibit 6.1.1           Form of Opinion of Counsel to the Borrower and the
                        Guarantors

Exhibit 13.2            Form of Assignment and Acceptance


                                     -111-

</TEXT>
</DOCUMENT>
