CLUBCORP INC
PRIORITY TERM LOAN CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>4
<FILENAME>dex1023.txt
<DESCRIPTION>PRIORITY TERM LOAN CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.23
================================================================================

                                                                  EXECUTION COPY

                               PRIORITY TERM LOAN
                                CREDIT AGREEMENT

                          Dated as of October 29, 2002

                                      among

                                 CLUBCORP, INC.,
                                as the Borrower,

                        The Subsidiaries of the Borrower
                         from time to time party hereto,
                                 as Guarantors,

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

                                       and

                            The Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager

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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                        Page
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<S>                                                                                                              <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS........................................................................1
         1.01     Defined Terms...................................................................................1
         1.02     Incorporated Definitions........................................................................9
         1.03     Other Interpretive Provisions...................................................................9
         1.04     Accounting Terms...............................................................................10
         1.05     Rounding.......................................................................................10
         1.06     References to Agreements and Laws..............................................................10
         1.07     Times of Day...................................................................................10
ARTICLE II THE COMMITMENTS AND BORROWINGS........................................................................11
         2.01     Priority Term Loan.............................................................................11
         2.02     The Borrowing; Conversions and Continuations of Loans..........................................11
         2.03     Prepayments....................................................................................12
         2.04     Repayment of the Priority Term Loan............................................................13
         2.05     Interest.......................................................................................13
         2.06     Computation of Interest and Fees...............................................................13
         2.07     Evidence of Debt...............................................................................13
         2.08     Payments Generally.............................................................................14
         2.09     Sharing of Payments............................................................................15
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY...............................................................16
         3.01     Taxes..........................................................................................16
         3.02     Illegality.....................................................................................17
         3.03     Inability to Determine Rates...................................................................17
         3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.........17
         3.05     Funding Losses.................................................................................18
         3.06     Matters Applicable to all Requests for Compensation............................................18
         3.07     Survival.......................................................................................19
ARTICLE IV GUARANTY..............................................................................................19
         4.01     The Guaranty...................................................................................19
         4.02     Obligations Unconditional......................................................................19
         4.03     Reinstatement..................................................................................20
         4.04     Certain Additional Waivers.....................................................................20
         4.05     Remedies.......................................................................................20
         4.06     Rights of Contribution.........................................................................21
         4.07     Guarantee of Payment; Continuing Guarantee.....................................................21
ARTICLE V CONDITIONS PRECEDENT TO BORROWING......................................................................22
         5.01     Conditions of Borrowing........................................................................22
         5.02     Conditions to Continuations/Conversions........................................................25
ARTICLE VI REPRESENTATIONS AND WARRANTIES........................................................................26
         6.01     Existence, Qualification and Power; Compliance with Laws.......................................26
         6.02     Authorization; No Contravention................................................................26
         6.03     Governmental Authorization; Other Consents.....................................................26
</TABLE>

                                        i

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<TABLE>
<S>                                                                                                              <C>
         6.04     Binding Effect; Validity of Liens..............................................................26
         6.05     Financial Statements; No Material Adverse Effect...............................................27
         6.06     No Default.....................................................................................27
         6.07     Guarantors.....................................................................................27
         6.08     Representations and Warranties from Other Loan Documents.......................................27
         6.09     Incorporation of Representations and Warranties from Existing Credit Agreement.................28
ARTICLE VII COVENANTS............................................................................................28
         7.01     Use of Proceeds................................................................................28
         7.02     New Guarantors.................................................................................28
         7.03     Pledged Assets.................................................................................28
         7.04     Incorporation of Covenants from Existing Credit Agreement......................................29
         7.05     Additional Covenants...........................................................................29
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES......................................................................30
         8.01     Events of Default..............................................................................30
         8.02     Remedies Upon Event of Default.................................................................31
         8.03     Application of Funds...........................................................................31
ARTICLE IX ADMINISTRATIVE AGENT..................................................................................32
         9.01     Appointment and Authorization of Administrative Agent..........................................32
         9.02     Delegation of Duties...........................................................................32
         9.03     Liability of Administrative Agent..............................................................33
         9.04     Reliance by Administrative Agent...............................................................33
         9.05     Notice of Default..............................................................................33
         9.06     Credit Decision; Disclosure of Information by Administrative Agent.............................34
         9.07     Indemnification of Administrative Agent........................................................34
         9.08     Administrative Agent in its Individual Capacity................................................35
         9.09     Successor Administrative Agent.................................................................35
         9.10     Administrative Agent May File Proofs of Claim..................................................35
         9.11     Collateral and Guaranty Matters................................................................36
ARTICLE X MISCELLANEOUS..........................................................................................36
         10.01    Amendments, Etc................................................................................36
         10.02    Notices and Other Communications; Facsimile Copies.............................................38
         10.03    No Waiver; Cumulative Remedies.................................................................39
         10.04    Attorney Costs, Expenses and Taxes.............................................................39
         10.05    Indemnification by the Borrower................................................................39
         10.06    Payments Set Aside.............................................................................40
         10.07    Successors and Assigns.........................................................................40
         10.08    Confidentiality................................................................................42
         10.09    Set-off........................................................................................43
         10.10    Interest Rate Limitation.......................................................................43
         10.11    Counterparts...................................................................................44
         10.12    Integration....................................................................................44
         10.13    Survival of Representations and Warranties.....................................................44
         10.14    Severability...................................................................................44
         10.15    Tax Forms......................................................................................44
         10.16    Replacement of Lenders.........................................................................46
         10.17    Governing Law..................................................................................46
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                             <C>
         10.18    Waiver of Right to Trial by Jury...............................................................47
         10.19    Entire Agreement...............................................................................47
SIGNATURES......................................................................................................S-1
</TABLE>

                                       iii

<PAGE>

SCHEDULES

         2.01       Pro Rata Shares
         5.01(d)    Mortgaged Properties
         10.02      Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

         A          Form of Notice of Continuation/Conversion
         B          Form of Pledge and Security Agreement
         C          Form of Note
         D          Form of Intercreditor Agreement
         E          Form of Assignment and Assumption
         F          Form of Joinder Agreement

                                       iv

<PAGE>

                               PRIORITY TERM LOAN
                                CREDIT AGREEMENT

        This PRIORITY TERM LOAN CREDIT AGREEMENT (as amended, modified, restated
or supplemented from time to time, the "Agreement") is entered into as of
October 29, 2002 by and among CLUBCORP, INC., a Delaware corporation (together
with any permitted successors and assigns, the "Borrower"), the Subsidiary
Guarantors (as defined herein), the Lenders (as defined herein), and BANK OF
AMERICA, N.A., as Administrative Agent (as defined herein).

        The Borrower has requested that the Lenders provide a priority term loan
in an aggregate amount of $30,000,000 for the purposes hereinafter set forth,
and the Lenders are willing to do so on the terms and conditions set forth
herein.

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

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

        1.01    DEFINED TERMS.

        As used in this Agreement, the following terms shall have the meanings
set forth below:

        "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

        "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.

        "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

        "Agent-Related Persons" means the Administrative Agent, together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the Arranger), and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.

        "Agreement" shall have the meaning assigned to such term in the heading
hereof.

        "Applicable Rate" means (a) with respect to Base Rate Loans, 4.0% and
(b) with respect to Eurodollar Rate Loans, 5.0%.

        "Arranger" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

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

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

<PAGE>

        "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the Fiscal Year 2001, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such Fiscal Year of the Borrower and its Subsidiaries,
including the notes thereto.

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

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

        "Base Rate Loan" means that portion of the Priority Term Loan that bears
interest based on the Base Rate.

        "Borrower" has the meaning specified in the heading hereof.

        "Borrowing" means the initial borrowing of the Priority Term Loan on the
Closing Date.

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

        "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition and (c) Investments,
classified in accordance with GAAP as current assets, in money market investment
programs registered under the Investment Company Act of 1940, as amended, which
are administered by reputable financial institutions having capital of at least
$500,000,000 and the portfolios of which are limited to Investments of the
character described in the foregoing subdivisions (a) and (b).

        "Closing Date" means the first date all the conditions precedent in
Section 5.01 are satisfied or waived in accordance with Section 5.01.

        "Collateral" means a collective reference to all real and personal
Property with respect to which Liens in favor of the Administrative Agent are
purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.

        "Collateral Parties" means each of Pinehurst, Inc., Pinehurst Country
Club, Inc. and Pinehurst Championship Management, Inc., together with its
Subsidiaries and successors and/or assigns.

                                        2

<PAGE>

        "Collateral Documents" means a collective reference to the Pledge and
Security Agreement, the Mortgage Instruments and such other security documents
as may be executed and delivered by the Collateral Parties pursuant to the terms
hereof.

        "Consolidated Parties" means a collective reference to the Borrower and
the Subsidiaries of the Borrower, and "Consolidated Party" means any one of
them.

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

        "Coto de Caza" has the meaning set forth in Section 7.05(a).

        "Debt Issuance" means the issuance by any Consolidated Party of any
Indebtedness other than Indebtedness permitted by Section 7.05(b), including,
without limitation, any issuance of Indebtedness that would result in a
mandatory prepayment of loans or other obligations under or in connection with
the Existing Credit Agreement.

        "Debt Issuance Prepayment Event" means the receipt by any Consolidated
Party of proceeds from any Debt Issuance.

        "Debtor Relief Laws" means the Bankruptcy Code in Title 11 of the United
States Code, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief Laws of the United States
or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally, in each case as amended, modified, succeeded or
replaced from time to time.

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

        "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

        "Defaulting Lender" means any Lender that (a) has failed to fund its
portion of the Priority Term Loan required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

        "Disposition" or "Dispose" means any disposition (including pursuant to
a sale and leaseback transaction) of any or all of the Property (including
without limitation the Capital Stock of a Subsidiary) of any Consolidated Party
whether by sale, lease, licensing, transfer or otherwise, including any
disposition of Property that would result in a mandatory prepayment of loans or
other obligations under or in connection with the Existing Credit Agreement;
provided, however, that the term "Disposition" shall be deemed to exclude any
Equity Issuance.

                                        3

<PAGE>

        "Disposition Prepayment Event" means the receipt by any Consolidated
Party of proceeds from any Disposition other than an Excluded Disposition.

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

        "Eligible Assignee" has the meaning specified in Section 10.07(g).

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

        "Equity Issuance" means (a) any issuance by any Consolidated Party to
any Person of (i) any shares of its Capital Stock, (ii) any shares of its
Capital Stock pursuant to the exercise of options or warrants, (iii) any shares
of its Capital Stock pursuant to the conversion of any debt securities to equity
or the conversion of any class equity securities to any other class of equity
securities or (iv) any options or warrants relating to its Capital Stock or (b)
any equity issuance that would result in a mandatory prepayment of loans or
other obligations under or in connection with the Existing Credit Agreement. The
term "Equity Issuance" shall not be deemed to include any Disposition or any
equity issuance by any Consolidated Party to any Loan Party.

        "Equity Issuance Prepayment Event" means the receipt by any Consolidated
Party of proceeds from any Equity Issuance.

        "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

                (a)     the rate per annum equal to the rate determined by the
        Administrative Agent to be the offered rate that appears on the page of
        the Telerate screen (or any successor thereto) that displays an average
        British Bankers Association Interest Settlement Rate for deposits in
        Dollars (for delivery on the first day of such Interest Period) with a
        term equivalent to such Interest Period, determined as of approximately
        11:00 a.m. (London time) two Business Days prior to the first day of
        such Interest Period, or

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

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

                                        4

<PAGE>

        approximately 4:00 p.m. (London time) two Business Days prior to the
        first day of such Interest Period.

        "Eurodollar Rate Loan" means that portion of the Priority Term Loan that
bears interest at a rate based on the Eurodollar Rate.

        "Event of Default" has the meaning set forth in Section 8.01(b).

        "Excluded Disposition" means, with respect to any Consolidated Party,
any Disposition that (a) would not result in a mandatory prepayment of loans or
other obligations under the Existing Credit Agreement and (b) consists of (i)
the sale, transfer or other disposition of inventory in the ordinary course of
such Consolidated Party's business, (ii) the sale, transfer or other disposition
of obsolete or worn-out assets of such Consolidated Party or (iii) a sale or
disposition from such Consolidated Party to a Loan Party.

        "Existing Credit Agreement" means that certain First Amended and
Restated Credit Agreement dated as of September 24, 1999 among the Borrower, the
lenders from time to time party thereto, certain managing agents party thereto,
certain co-agents party thereto and Bank of America, N.A., as administrative
agent, as amended by that certain First Amendment to First Amended and Restated
Credit Agreement dated as of November 5, 1999, that certain Second Amendment to
First Amended and Restated Credit Agreement dated as of December 20, 2000, that
certain Third Amendment and Waiver to First Amended and Restated Credit
Agreement dated as of December 25, 2001, that certain Fourth Amendment to First
Amended and Restated Credit Agreement dated as of February 7, 2002, that certain
Fifth Amendment to First Amended and Restated Credit Agreement dated as of
September 20, 2002, and the Sixth Amendment.

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

        "Foreign Lender" has the meaning specified in Section 10.15(a)(i).

        "Fully Satisfied" means, with respect to the Obligations as of any date,
that, as of such date, (a) all principal of and interest accrued to such date
which constitute Obligations shall have been irrevocably paid in full in cash,
and (b) all fees, expenses and other amounts then due and payable which
constitute Obligations shall have been irrevocably paid in cash.

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

        "Guarantors" means a collective reference to the Persons identified as
"Guarantors" on the signature pages hereto, and each other Person that
subsequently becomes a Guarantor by executing

                                        5

<PAGE>

a Joinder Agreement as contemplated by Section 5.13 of the Incorporated
Covenants, and "Guarantor" means any one of them.

        "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article IV hereof.

        "Incorporated Covenants" has the meaning set forth in Section 7.04.

        "Incorporated Definitions" has the meaning set forth in Section 1.02.

        "Incorporated Events of Default" has the meaning set forth in Section
8.1(a).

         "Incorporated Representations" has the meaning set forth in Section
6.09.

        "Indemnified Liabilities" has the meaning set forth in Section 10.05.

        "Indemnitees" has the meaning set forth in Section 10.05.

        "Intercreditor Agreement" means that certain Intercreditor Agreement
dated as of the Closing Date between the Administrative Agent and Bank of
America, N.A., in its capacity as administrative agent under the Existing Credit
Agreement, substantially in the form of Exhibit D hereto.

        "Interest Payment Date" means the last Business Day of each calendar
month.

        "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one month thereafter;
provided that:

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

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

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

        "IRS" means the United States Internal Revenue Service.

         "Joinder Agreement" means a Joinder Agreement substantially in the form
of Exhibit F hereto, executed and delivered by a new Guarantor in accordance
with the provisions of Section 7.02.

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

                                        6

<PAGE>

        "Lenders" means a collective reference to the Persons identified as
"Lenders" on the signature pages hereto, together with any Person that
subsequently becomes a Lender by way of assignment in accordance with the terms
of Section 11.07, together with their respective successors, and "Lender" means
any one of them.

        "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

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

        "Loan Documents" means this Agreement, each Note, each Joinder Agreement
and the Collateral Documents.

        "Loan Parties" means, collectively, the Borrower and each Guarantor.

        "Maturity Date" means June 16, 2003.

        "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

        "Mortgage Instruments" shall have the meaning assigned such term in
Section 5.01(d).

        "Mortgage Policies" shall have the meaning assigned such term in Section
5.01(d).

        "Mortgaged Properties" shall have the meaning assigned such term in
Section 5.01(d).

        "Net Cash Proceeds" means the aggregate cash or Cash Equivalents
proceeds received by any Consolidated Party in respect of any Disposition,
Equity Issuance or Debt Issuance, net of the following (to the extent excluded
in determining "Net Cash Proceeds" under and as defined in the Existing Credit
Agreement (as in effect on such date of determination)): (a) reasonable
brokerage commissions, legal fees, finder's fees, financial advisory fees, fees
for solvency opinions, accounting fees, underwriting fees, investment banking
fees, survey, title insurance, appraisals, notaries and other similar
commissions and fees, and expenses, in each case to the extent paid, payable or
reimbursed by such Consolidated Party, (b) filing, recording or registration
fees or charges or similar fees or charges paid by such Consolidated Party, (c)
without duplication, taxes paid or payable by such Consolidated Party or any
shareholder, partner or member of such Consolidated Party to governmental taxing
authorities as a result of such sale or other disposition or issuance (after
taking into account any available tax credits or deductions or any tax sharing
arrangements) and (d) any amounts expressly required by the terms of the
Existing Credit Agreement as in effect on the Closing Date after giving effect
to the Sixth Amendment to be used to prepay Indebtedness thereunder; it being
understood that "Net Cash Proceeds" shall include, without limitation, any cash
or Cash Equivalents received upon the sale or other disposition of any non-cash
consideration received by any such Consolidated Party in any Disposition, Equity
Issuance, Debt Issuance or Involuntary Disposition.

        "Net Investment Amount" means the sum of (a) the aggregate amount of
cash and Cash Equivalents invested or distributed by the Loan Parties in or to
Non-Guarantors after the Closing Date pursuant to Section 7.05(d)(iii)(B) minus
(b) the aggregate amount of cash and Cash Equivalents distributed by
Non-Guarantors to the Loan Parties after the Closing Date.

                                        7

<PAGE>

        "Note" has the meaning specified in Section 2.07.

        "Notice of Continuation/Conversion" means a notice of (a) a conversion
of the Priority Term Loan (or a portion thereof) from one Type to the other, or
(b) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which,
if in writing, shall be substantially in the form of Exhibit A.

        "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to the Priority Term Loan, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

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

        "Participant" has the meaning specified in Section 10.07(d).

        "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

        "Pledge and Security Agreement" means the pledge and security agreement
in the form of Exhibit B dated as of the Closing Date executed in favor of the
Administrative Agent by the Collateral Parties, as amended, modified, restated
or supplemented from time to time.

        "Priority Term Loan" has the meaning specified in Section 2.01(a).

        "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

        "Pro Rata Share" means as to each Lender, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the principal amount of the Priority Term Loan held by such Lender at such time
and the denominator of which is the aggregate principal amount of the Priority
Term Loan at such time. The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

        "Register" has the meaning set forth in Section 10.07(c).

        "Required Lenders" means, at any time, Lenders holding in the aggregate
at least a majority of the outstanding Loans and participations therein. The
outstanding Loans held or deemed held by any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders.

                                        8

<PAGE>

        "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

        "Sixth Amendment" means that certain Sixth Amendment to First Amended
and Restated Credit Agreement of even date herewith among the Borrower, the
lenders listed on the signature pages thereof and Bank of America, N.A., as
administrative agent.

        "Type" means, with respect to the Priority Term Loan (or any portion
thereof), its character as a Base Rate Loan or a Eurodollar Rate Loan.

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

        1.02    INCORPORATED DEFINITIONS.

        Except as otherwise provided below in this Section 1.02, the parties to
this Agreement hereby agree that all capitalized terms not otherwise defined
herein shall have the respective meanings assigned to such terms in the Existing
Credit Agreement as in effect as of the Closing Date after giving effect to the
Sixth Amendment (the "Incorporated Definitions"), that such Incorporated
Definitions are hereby incorporated by reference to the same extent and with the
same effect as if set forth fully herein, and that such Incorporated Definitions
shall be binding on the Loan Parties and shall inure to the benefit of the
Lenders, without giving effect to any waiver, amendment, modification,
replacement or termination of the Existing Credit Agreement or any term or
provision of the Incorporated Definitions occurring subsequent to the Closing
Date, except to the extent otherwise specifically provided in Section 10.01. For
purposes of the incorporation of the Incorporated Definitions pursuant to this
Section 1.02, all references in the Incorporated Definitions (a) to an "Advance"
shall be deemed to refer to the "Borrowing" hereunder, (b) to the "Determining
Lenders" shall be deemed to refer to the Required Lenders as defined in Section
1.01 hereof, (c) to the "Facility A Term Loan Maturity Date," the "Facility B
Term Loan Maturity Date" or the "Release Date" shall refer to the Maturity Date
hereunder, (d) to an "Obligor" shall be deemed to refer to a "Loan Party"
hereunder, (e) to a "Subsidiary Guaranty" shall be deemed to refer to a "Joinder
Agreement" as defined in Section 1.01 hereof and (f) to "Articles," "Sections,"
"Schedules" or "Exhibits" shall be deemed to refer to Articles, Sections,
Schedules or Exhibits of or to the Existing Credit Agreement unless otherwise
specifically provided.

        1.03    OTHER INTERPRETIVE PROVISIONS.

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

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

                (b)     (i)     The words "herein," "hereto," "hereof" and
        "hereunder" and words of similar import when used in any Loan Document
        shall refer to such Loan Document as a whole and not to any particular
        provision thereof.

                        (ii)    Unless otherwise specifically provided herein,
                Article, Section, Exhibit and Schedule references are to the
                Loan Document in which such reference appears.

                        (iii)   The term "including" is by way of example and
                not limitation.

                                        9

<PAGE>

                        (iv)    The term "documents" includes any and all
                instruments, documents, agreements, certificates, notices,
                reports, financial statements and other writings, however
                evidenced, whether in physical or electronic form.

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

        1.04    ACCOUNTING TERMS.

        (a)     Except as otherwise specifically prescribed herein, all
accounting terms not specifically or completely defined herein or incorporated
herein by reference shall be construed in conformity with, and all financial
data (including financial ratios and other financial calculations) required to
be submitted pursuant to this Agreement shall be prepared in conformity with,
GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements.

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

        1.05    ROUNDING.

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

        1.06    REFERENCES TO AGREEMENTS AND LAWS.

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

        1.07    TIMES OF DAY.

        Unless otherwise specified, all references herein to times of day shall
be references to Eastern time (daylight or standard, as applicable).

                                       10

<PAGE>

                                   ARTICLE II
                         THE COMMITMENTS AND BORROWINGS

        2.01    PRIORITY TERM LOAN.

        Subject to the terms and conditions set forth herein, each Lender
severally agrees to make its portion of a term loan (the "Priority Term Loan")
to the Borrower on the Closing Date in an amount not to exceed such Lender's Pro
Rata Share of the Priority Term Loan as set forth opposite such Lender's name on
Schedule 2.01. The amount of the Priority Term Loan shall be $30,000,000.
Amounts repaid on the Priority Term Loan may not be reborrowed. The Priority
Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, as further
provided herein; provided, however, the Priority Term Loan may only consist of
Base Rate Loans on the Closing Date.

        2.02    THE BORROWING; CONVERSIONS AND CONTINUATIONS OF LOANS.

        (a)     Each conversion of a portion of the Priority Term Loan from one
Type to the other and each continuation of Eurodollar Rate Loans shall be made
upon the Borrower's irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. three Business Days prior to the requested date
of any conversion to or continuation of Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice
by the Borrower pursuant to this Section 2.02(b) must be confirmed promptly by
delivery to the Administrative Agent of a written Notice of
Continuation/Conversion, appropriately completed and signed by a Responsible
Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate
Loans shall be in a principal amount of $2,000,000 or a whole multiple of
$1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each Notice of Continuation/Conversion (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a conversion of a portion of the
Priority Term Loan from one Type to the other or a continuation of Eurodollar
Rate Loans, (ii) the requested date of the conversion or continuation, as the
case may be (which shall be a Business Day), (iii) the principal amount of the
Priority Term Loan to be converted or continued and (iv) whether such principal
amount of the Priority Term Loan is to be converted into a Base Rate Loan or a
Eurodollar Rate Loan. If the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable portion of the Quality Term Loan
shall be converted to a Base Rate Loan. Any such automatic conversion to a Base
Rate Loan shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loan.

        (b)     Following receipt of a Notice of Continuation/Conversion, the
Administrative Agent shall promptly notify each Lender of the amount of its
portion of the Priority Term Loan that will be continued or converted, and if no
timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans described in the preceding subsection. The
Administrative Agent shall make all funds received from the Lenders on the
Closing Date available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower.

        (c)     Subject to Section 3.05, a Eurodollar Rate Loan may be continued
or converted only on the last day of an Interest Period for such Eurodollar Rate
Loan. During the existence of a Default, no portion of the Priority Term Loan
may be converted to or continued as Eurodollar Rate Loans.

                                       11

<PAGE>

        (d)     The Administrative Agent shall promptly notify the Borrower and
the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. The
determination of the Eurodollar Rate by the Administrative Agent shall be
conclusive in the absence of manifest error. At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

        (e)     After giving effect to all conversions of portions of the
Priority Term Loan from one Type to the other and all continuations of portions
of the Priority Term Loan as the same Type, there shall not be more than 5
Interest Periods in effect.

        2.03    PREPAYMENTS.

        (a)     Voluntary Prepayments of the Priority Term Loan. The Borrower
may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay the Priority Term Loan in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three Business Days prior to any date of
prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base
Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
less, the entire principal amount thereof then outstanding); and (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof (or, if less, the entire principal
amount thereof then outstanding). Each such notice shall specify the date and
amount of such prepayment and the Type(s) of the portion of the Priority Term
Loan to be prepaid. The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender's Pro Rata
Share of such prepayment. If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to Section 3.05. Each such prepayment
shall be applied to the Priority Term Loan of the Lenders in accordance with
their respective Pro Rata Shares.

        (b)     Mandatory Prepayments.

                (i)     Dispositions. Immediately upon the occurrence of any
        Disposition Prepayment Event, the Borrower shall prepay the Priority
        Term Loan in an aggregate amount equal to 100% of the Net Cash Proceeds
        of (A) any Disposition involving Collateral (such prepayment to be
        applied as set forth in clause (iv) below) and (B) any Disposition not
        involving Collateral that is made during 2003; provided, however, the
        Borrower may retain (and shall not be required to prepay the Priority
        Term Loan with) the first $10,000,000 of Net Cash Proceeds of
        Dispositions made during 2003.

                (ii)    Debt Issuances. Immediately upon the occurrence of a
        Debt Issuance Prepayment Event, the Borrower shall prepay the Priority
        Term Loan in an aggregate amount equal to 100% of the Net Cash Proceeds
        of the related Debt Issuance (such prepayment to be applied as set forth
        in clause (iv) below).

                (iii)   Equity Issuances. Immediately upon the occurrence of an
        Equity Issuance Prepayment Event Issuance, the Borrower shall prepay the
        Priority Term Loan in an aggregate amount equal to 100% of the Net Cash
        Proceeds of the related Equity Issuance (such prepayment to be applied
        as set forth in clause (iv) below).

                                       12

<PAGE>

                (iv)    Application of Mandatory Prepayments. All amounts
        required to be paid pursuant to this Section 2.03(b) shall be applied to
        the Priority Term Loan of the Lenders in accordance with their
        respective Pro Rata Shares and shall be applied first to Base Rate Loans
        and then to Eurodollar Rate Loans in direct order of Interest Period
        maturities. All prepayments under this Section 2.03(b) shall be subject
        to Section 3.05, but otherwise without premium or penalty, and shall be
        accompanied by interest on the principal amount prepaid through the date
        of prepayment.

        2.04    REPAYMENT OF THE PRIORITY TERM LOAN.

        The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of the Priority Term Loan outstanding on such date.

        2.05    INTEREST.

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

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

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

        2.06    COMPUTATION OF INTEREST AND FEES.

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

        2.07    EVIDENCE OF DEBT.

        The portion of the Priority Term Loan made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Priority Term Loan made by
the Lenders to the Borrower and the interest and payments thereon. Any failure
to so record or any error in doing so shall

                                       13

<PAGE>

not, however, limit or otherwise affect the obligation of the Borrower hereunder
to pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error. Upon the request of any Lender made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a promissory note which shall evidence such Lender's
portion of the Priority Term Loan in addition to such accounts or records. Each
such promissory note shall be in the form of Exhibit C (a "Note"). Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its portion of the Priority Term Loan and
payments with respect thereto.

        2.08    PAYMENTS GENERALLY.

        (a)     All payments to be made by the Loan Parties shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the Loan
Parties hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than 2:00
p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office. All payments received by the Administrative Agent
after 2:00 p.m. shall be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue.

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

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

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

                (ii)    if any Lender failed to make such payment, such Lender
        shall forthwith on demand pay to the Administrative Agent the amount
        thereof in immediately available funds, together with interest thereon
        for the period 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 (the "Compensation Period") at a
        rate per annum equal to the Federal Funds Rate from time to time in
        effect. If such Lender pays such amount to the Administrative Agent,
        then such amount shall constitute such Lender's portion of the Priority
        Term Loan included in the Borrowing. If such Lender does not pay such
        amount forthwith upon the Administrative Agent's demand therefor, the
        Administrative Agent may make a demand therefor upon the Borrower, and

                                       14

<PAGE>

        the Borrower shall pay such amount to the Administrative Agent, together
        with interest thereon for the Compensation Period at a rate per annum
        equal to the rate of interest applicable to the Borrowing. Nothing
        herein shall be deemed to relieve any Lender from its obligation to
        fulfill its commitment to provide its portion of the Priority Term Loan
        or to prejudice any rights which the Administrative Agent or the
        Borrower may have against any Lender as a result of any default by such
        Lender hereunder.

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

        (d)     If any Lender makes available to the Administrative Agent funds
for its portion of the Priority Term Loan to be made by such Lender as provided
in the foregoing provisions of this Article II, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions to
the funding of the Priority Term Loan set forth in Article V are not satisfied
or waived in accordance with the terms hereof, the Administrative Agent shall
return such funds (in like funds as received from such Lender) to such Lender,
without interest.

        (e)     The obligations of the Lenders hereunder to make its portion of
the Priority Term Loan are several and not joint. The failure of any Lender to
make its portion of the Priority Term Loan on the Closing Date shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
portion of the Priority Term Loan.

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

        2.09    SHARING OF PAYMENTS.

        If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the portion of the Priority Term Loan made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the portion of the Priority Term Loan made by them as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such portion of the Priority Term Loan, as the case may be, pro rata with
each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered, without
further interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other

                                       15

<PAGE>

communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

        3.01    TAXES.

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

        (b)     In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

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

        (d)     The Borrower agrees to indemnify the Administrative Agent and
each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by the Administrative Agent and such Lender, (ii)
amounts payable under Section 3.01(c) and (iii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
Payment under this subsection (d) shall be made within 30 days after the date
the Lender or the Administrative Agent makes a demand therefor.

                                       16

<PAGE>

        3.02    ILLEGALITY.

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

        3.03    INABILITY TO DETERMINE RATES.

        If the Required Lenders determine that for any reason adequate and
reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
that the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will
promptly so notify the Borrower and each Lender. Thereafter, the obligation of
the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until
the Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified therein.

        3.04    INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
        EURODOLLAR RATE LOANS.

        (a)     If any Lender determines that as a result of the introduction of
or any change in or in the interpretation of any Law, or such Lender's
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans, or a
reduction in the amount received or receivable by such Lender in connection with
any of the foregoing (excluding for purposes of this subsection (a) any such
increased costs or reduction in amount resulting from (i) Taxes or Other Taxes
(as to which Section 3.01 shall govern), (ii) changes in the basis of taxation
of overall net income or overall gross income by the United States or any
foreign jurisdiction or any political subdivision of either thereof under the
Laws of which such Lender is organized or has its Lending Office, and (iii)
reserve requirements contemplated by Section 3.04(c)), then from time to time
upon demand of such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction.

        (b)     If any Lender determines that the introduction of any Law
regarding capital adequacy or any change therein or in the interpretation
thereof, or compliance by such Lender (or its Lending Office) therewith, has the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of such Lender's
obligations hereunder (taking into

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<PAGE>

consideration its policies with respect to capital adequacy and such Lender's
desired return on capital), then from time to time upon demand of such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to such Lender such additional amounts as will compensate such Lender for such
reduction.

        (c)     The Borrower shall pay to each Lender, as long as such Lender
shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves
allocated to such Eurodollar Rate Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which shall be
due and payable on each date on which interest is payable on such Eurodollar
Rate Loan, provided the Borrower shall have received at least 15 days' prior
notice (with a copy to the Administrative Agent) of such additional interest
from such Lender. If a Lender fails to give notice 15 days prior to the relevant
Interest Payment Date, such additional interest shall be due and payable 15 days
from receipt of such notice.

        3.05    FUNDING LOSSES.

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

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

                (b)     any failure by the Borrower to prepay, continue or
        convert a Eurodollar Rate Loan on the date or in the amount notified by
        the Borrower; or

                (c)     any assignment of a Eurodollar Rate Loan on a day other
        than the last day of the Interest Period therefor as a result of a
        request by the Borrower pursuant to Section 10.16;

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

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Eurodollar Rate Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

        3.06    MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

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

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<PAGE>

        (b)     Upon any Lender's making a claim for compensation under Section
3.01 or 3.04, the Borrower may replace such Lender in accordance with Section
10.16.

        3.07    SURVIVAL.

        All of the Borrower's obligations under this Article III shall survive
repayment of all Obligations hereunder.

                                   ARTICLE IV
                                    GUARANTY

        4.01    THE GUARANTY.

        Each of the Guarantors hereby jointly and severally guarantees to each
Lender and the Administrative Agent as hereinafter provided, as primary obligor
and not as surety, the payment of the Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration or otherwise)
strictly in accordance with the terms thereof. The Guarantors hereby further
agree that if any of the Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

        Notwithstanding any provision to the contrary contained herein or in any
other of the Loan Documents, the obligations of each Guarantor under this
Agreement and the other Loan Documents shall be limited to an aggregate amount
equal to the largest amount that would not render such obligations subject to
avoidance under the Debtor Relief Laws or any comparable provisions of any
applicable law.

        4.02    OBLIGATIONS UNCONDITIONAL.

        The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents, or any
other agreement or instrument referred to therein, or any substitution, release,
impairment or exchange of any other guarantee of or security for any of the
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 4.02 that the obligations of the Guarantors
hereunder shall be absolute and unconditional under any and all circumstances.
Each Guarantor agrees that such Guarantor shall have no right of subrogation,
indemnity, reimbursement or contribution against the Borrower or any other
Guarantor for amounts paid under this Article IV until such time as the
Obligations have been Fully Satisfied. Without limiting the generality of the
foregoing, it is agreed that, to the fullest extent permitted by law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

                (a)     at any time or from time to time, without notice to any
        Guarantor, the time for any performance of or compliance with any of the
        Obligations shall be extended, or such performance or compliance shall
        be waived;

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<PAGE>

                (b)     any of the acts mentioned in any of the provisions of
        any of the Loan Documents or any other agreement or instrument referred
        to in the Loan Documents shall be done or omitted;

                (c)     the maturity of any of the Obligations shall be
        accelerated, or any of the Obligations shall be modified, supplemented
        or amended in any respect, or any right under any of the Loan Documents
        or any other agreement or instrument referred to in the Loan Documents
        shall be waived or any other guarantee of any of the Obligations or any
        security therefor shall be released, impaired or exchanged in whole or
        in part or otherwise dealt with;

                (d)     any Lien granted to, or in favor of, the Administrative
        Agent or any Lender or Lenders as security for any of the Obligations
        shall fail to attach or be perfected; or

                (e)     any of the Obligations shall be determined to be void or
        voidable (including, without limitation, for the benefit of any creditor
        of any Guarantor) or shall be subordinated to the claims of any Person
        (including, without limitation, any creditor of any Guarantor).

        With respect to its obligations hereunder, each Guarantor hereby
expressly waives diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that the Administrative Agent or any
Lender exhaust any right, power or remedy or proceed against any Person under
any of the Loan Documents or any other agreement or instrument referred to in
the Loan Documents, or against any other Person under any other guarantee of, or
security for, any of the Obligations.

        4.03    REINSTATEMENT.

        The obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

        4.04    CERTAIN ADDITIONAL WAIVERS.

        Without limiting the generality of the provisions of this Article IV,
each Guarantor hereby specifically waives the benefits of N.C. Gen. Stat.
Sections 26-7 through 26-9, inclusive, to the extent applicable. Each Guarantor
further agrees that such Guarantor shall have no right of recourse to security
for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 4.02 and through the exercise of rights of contribution
pursuant to Section 4.06.

        4.05    REMEDIES.

        The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 8.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
8.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or the Obligations being deemed to have become
automatically due and

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<PAGE>

payable), the Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of Section
4.01. The Guarantors acknowledge and agree that their obligations hereunder are
secured in accordance with the terms of the Collateral Documents and that the
Lenders may exercise their remedies thereunder in accordance with the terms
thereof.

        4.06    RIGHTS OF CONTRIBUTION.

        The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.06 shall be
subordinate and subject in right of payment to the Obligations until such time
as the Obligations have been Fully Satisfied, and none of the Guarantors shall
exercise any right or remedy under this Section 4.06 against any other Guarantor
until such Obligations have been Fully Satisfied. For purposes of this Section
4.06, (a) "Excess Payment" shall mean the amount paid by any Guarantor in excess
of its Ratable Share of any Guaranteed Obligations; (b) "Ratable Share" shall
mean, for any Guarantor in respect of any payment of Obligations, the ratio
(expressed as a percentage) as of the date of such payment of Guaranteed
Obligations of (i) the amount by which the aggregate fair salable value (as of
such date) of all of its assets and properties exceeds the amount of all debts
and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate fair salable
value (as of such date) of all assets and other properties of all of the Loan
Parties exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of the Loan Parties hereunder) of the Loan Parties; provided,
however, that, for purposes of calculating the Ratable Shares of the Guarantors
in respect of any payment of Obligations, any Guarantor that became a Guarantor
subsequent to the date of any such payment shall be deemed to have been a
Guarantor on the date of such payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized for
such Guarantor in connection with such payment; (c) "Contribution Share" shall
mean, for any Guarantor in respect of any Excess Payment made by any other
Guarantor, the ratio (expressed as a percentage) as of the date of such Excess
Payment of (i) the amount by which the aggregate fair salable value (as of such
date) of all of its assets and properties exceeds the amount of all debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate fair salable value (as of
such date) of all assets and other properties of the Loan Parties other than the
maker of such Excess Payment exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Loan Parties) of the Loan
Parties other than the maker of such Excess Payment; provided, however, that,
for purposes of calculating the Contribution Shares of the Guarantors in respect
of any Excess Payment, any Guarantor that became a Guarantor subsequent to the
date of any such Excess Payment shall be deemed to have been a Guarantor on the
date of such Excess Payment and the financial information for such Guarantor as
of the date such Guarantor became a Guarantor shall be utilized for such
Guarantor in connection with such Excess Payment; and (d) "Guaranteed
Obligations" shall mean the Obligations guaranteed by the Guarantors pursuant to
this Article IV. This Section 4.06 shall not be deemed to affect any right of
subrogation, indemnity, reimbursement or contribution that any Guarantor may
have under Law against the Borrower in respect of any payment of Guaranteed
Obligations.

        4.07    GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

        The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.

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<PAGE>

                                    ARTICLE V
                        CONDITIONS PRECEDENT TO BORROWING

        5.01    CONDITIONS OF BORROWING.

        The obligation of each Lender to make its portion of the Priority Term
Loan is subject to satisfaction of the following conditions precedent:

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

                        (i)     executed counterparts of this Agreement and the
                other Loan Documents;

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

                        (iii)   executed counterparts of the Intercreditor
                Agreement;

                        (iv)    copies of the Organization Documents of the
                Borrower and each Collateral Party certified to be true and
                complete as of a recent date by the appropriate Governmental
                Authority of the state or other jurisdiction of its
                incorporation or organization, where applicable, and certified
                by a secretary or assistant secretary of such Person to be true
                and correct as of the Closing Date;

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

                        (vi)    such documents and certifications as the
                Administrative Agent may reasonably require to evidence that
                each Loan Party is duly organized or formed, and is validly
                existing, in good standing and qualified to engage in business
                in (A) the jurisdiction of its incorporation or organization and
                (B) each jurisdiction where its ownership, lease or operation of
                properties or the conduct of its business requires such
                qualification, except to the extent that failure to do so could
                not reasonably be expected to have a Material Adverse Effect.

                (b)     Opinions of Counsel. The Administrative Agent shall have

        received, in each case dated as of the Closing Date and in form and
        substance reasonably satisfactory to the Administrative Agent:

                        (i)     a legal opinion of Henslee and Cassidy, LLP,
                counsel for the Loan Parties (which shall cover, among other
                things, authority, legality, validity, binding effect and
                enforceability of the Loan Documents and non-contravention with
                Laws and other agreements (including the Existing Credit
                Agreement)); and

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<PAGE>

                        (ii)    a legal opinion of special local counsel for
                each Collateral Party.

                (c)     Personal Property Collateral. The Administrative Agent
        shall have received:

                        (i)     searches of Uniform Commercial Code filings in
                the jurisdiction of the chief executive office of each
                Collateral Party and each jurisdiction where any Collateral is
                located or where a filing would need to be made in order to
                perfect the Administrative Agent's security interest in the
                Collateral, copies of the financing statements on file in such
                jurisdictions and evidence that no Liens exist other than
                Permitted Liens;

                        (ii)    duly executed UCC financing statements for each
                appropriate jurisdiction as is necessary, in the Administrative
                Agent's sole discretion, to perfect the Administrative Agent's
                security interest in the Collateral;

                        (iii)   searches of ownership of, and Liens on,
                intellectual property of each Collateral Party in the
                appropriate governmental offices;

                        (iv)    duly executed notices of grant of security
                interest in the form required by the Pledge and Security
                Agreement as are necessary, in the Administrative Agent's sole
                discretion, to perfect the Administrative Agent's security
                interest in the Collateral;

                        (v)     all instruments and chattel paper in the
                possession of any of the Collateral Parties to the extent not
                previously delivered to the agent under the Existing Credit
                Agreement, together with allonges or assignments as may be
                necessary or appropriate to perfect the Administrative Agent's
                security interest in the Collateral;

                        (vi)    duly executed consents as are necessary, in the
                Administrative Agent's sole discretion, to perfect the
                Administrative Agent's security interest in any material
                Collateral; and

                        (vii)   in the case of any material personal property
                Collateral located at a premises leased by a Collateral Party,
                such estoppel letters, consents and waivers from the landlords
                on such real property as may be required by the Administrative
                Agent.

                (d)     Real Property Collateral. The Administrative Agent shall
        have received, in form and substance reasonably satisfactory to the
        Administrative Agent:

                        (i)     fully executed and notarized mortgages, deeds of
                trust or deeds to secure debt (each, as the same may be amended,
                modified, restated or supplemented from time to time, a
                "Mortgage Instrument" and collectively the "Mortgage
                Instruments") encumbering the fee interest and/or leasehold
                interest of any Collateral Party in each of the real properties
                designated in Schedule 5.01(d) (each a "Mortgaged Property" and
                collectively the "Mortgaged Properties");

                        (ii)    maps or plats of a survey of the sites of the
                real property covered by the Mortgage Instruments certified to
                the Administrative Agent and the title insurance company issuing
                the policies referred to in Section 5.01(d)(iv) (the "Title
                Insurance Company") in a manner reasonably satisfactory to each
                of the Administrative Agent and the Title Insurance Company,
                dated a date reasonably satisfactory to each of the
                Administrative Agent and the Title Insurance Company by an
                independent professional

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<PAGE>

                licensed land surveyor, which maps or plats and the surveys on
                which they are based shall be reasonably satisfactory to the
                Administrative Agent;

                        (iii)   ALTA mortgagee title insurance policies issued
                by either Lawyers Title Insurance Corporation or Commonwealth
                Land Title Insurance Corporation (the "Mortgage Policies") with
                respect to each Mortgaged Property, assuring the Administrative
                Agent that each of the Mortgage Instruments creates a valid and
                enforceable first priority mortgage lien on the applicable
                Mortgaged Property, free and clear of all defects and
                encumbrances except Permitted Liens, which Mortgage Policies
                shall otherwise be in form and substance reasonably satisfactory
                to the Administrative Agent and shall include such endorsements
                as are reasonably requested by the Administrative Agent;

                        (iv)    evidence as to (A) whether any Mortgaged
                Property is in an area designated by the Federal Emergency
                Management Agency as having special flood or mud slide hazards
                (a "Flood Hazard Property") and (B) if any Mortgaged Property is
                a Flood Hazard Property, (1) whether the community in which such
                Mortgaged Property is located is participating in the National
                Flood Insurance Program, (2) the applicable Collateral Party's
                written acknowledgment of receipt of written notification from
                the Administrative Agent (a) as to the fact that such Mortgaged
                Property is a Flood Hazard Property and (b) as to whether the
                community in which each such Flood Hazard Property is located is
                participating in the National Flood Insurance Program and (3)
                copies of insurance policies or certificates of insurance of the
                Collateral Parties evidencing flood insurance satisfactory to
                the Administrative Agent and naming the Administrative Agent as
                loss payee on behalf of the Lenders; and

                        (v)     a copy of any phase I, phase II or other
                environmental report completed within the 2 years prior to the
                Closing Date with respect to any Mortgaged Property.

                (e)     Evidence of Insurance. Receipt by the Administrative
        Agent of copies certificates of insurance of the Collateral Parties
        evidencing liability and casualty insurance meeting the requirements set
        forth in the Loan Documents, including, but not limited to, naming the
        Administrative Agent as additional insured (in the case of liability
        insurance) or loss payee (in the case of hazard insurance).

                (f)     Government Consent. Receipt by the Administrative Agent
        of evidence that all governmental, shareholder and material third party
        consents and approvals necessary or desirable in connection with this
        Agreement and the other Loan Documents have been obtained.

                (g)     Sixth Amendment. Receipt by the Administrative Agent of
        satisfactory evidence that all conditions precedent to the effectiveness
        of the Sixth Amendment (other than the effectiveness of this Agreement)
        have been satisfied and that such Sixth Amendment is effective (or will
        be effective simultaneously with the effectiveness of this Agreement) in
        accordance with the terms thereof.

                (h)     Representations and Warranties. The representations and
        warranties of the Borrower and each other Loan Party contained in
        Article VI or in any other Loan Document, or which are contained in any
        document furnished under or in connection herewith or therewith, shall
        be true and correct on and as of the Closing Date.

                (i)     No Default. No Default shall exist, or would result from
        the Borrowing.

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<PAGE>

                (j)     Litigation. There shall not exist (i) any order, decree,
        judgment, ruling or injunction which restrains the closing of this
        Agreement or (ii) any pending or threatened action, suit, investigation
        or proceeding, which, if adversely determined, could materially and
        adversely affect the Borrower or any of its Subsidiaries, or the ability
        of the Borrower and/or any of the Guarantors to perform its obligations
        under the Loan Documents or the ability of the Administrative Agent
        and/or the Lenders to exercise its or their rights thereunder.

                (k)     Officer's Certificates. The Administrative Agent shall
        have received a certificate or certificates executed by a Responsible
        Officer of the Borrower as of the Closing Date, in form and substance
        satisfactory to the Administrative Agent, stating that (i) the Borrower
        and, to the best knowledge of the Borrower, each other Loan Party is in
        compliance with all material existing financial obligations, (ii) all
        governmental, shareholder and material third party consents and
        approvals necessary or desirable in connection with this Agreement and
        the other Loan Documents have been obtained (and attaching copies
        thereof), and (iii) immediately after giving effect to this Agreement
        and the transactions contemplated hereby, (A) no Default or Event of
        Default exists and (B) the Loan Parties are in compliance with each of
        the financial covenants set forth in Sections 7.12, 7.13 and 7.14 of the
        Incorporated Covenants.

                (l)     Fees and Expenses. Any fees and expenses required to be
        paid to the Arranger, the Administrative Agent and the Lenders on or
        before the Closing Date shall have been paid.

                (m)     Attorney Costs. Unless waived by the Administrative
        Agent, the Borrower shall have paid all Attorney Costs of the
        Administrative Agent to the extent invoiced prior to or on the Closing
        Date, plus such additional amounts of Attorney Costs as shall constitute
        its reasonable estimate of Attorney Costs incurred or to be incurred by
        it through the closing proceedings (provided that such estimate shall
        not thereafter preclude a final settling of accounts between the
        Borrower and the Administrative Agent).

        5.02    CONDITIONS TO CONTINUATIONS/CONVERSIONS.

        The obligation of each Lender to honor a continuation or, or a
conversion to, a Eurodollar Rate Loan is subject to the following conditions
precedent:

                (a)     The representations and warranties of the Borrower and
        each other Loan Party contained in Article VI (including, without
        limitation, the Incorporated Representations) or any other Loan
        Document, or which are contained in any document furnished at any time
        under or in connection herewith or therewith, shall be true and correct
        on and as of the date of such continuation or conversion, except to the
        extent that such representations and warranties specifically refer to an
        earlier date, in which case they shall be true and correct as of such
        earlier date.

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

                (c)     There shall not have been commenced against any
        Consolidated Party an involuntary case under any applicable Debtor
        Relief Law, now or hereafter in effect, or any case, proceeding or other
        action for the appointment of a receiver, liquidator, assignee,
        custodian, trustee, sequestrator (or similar official) of such Person or
        for any substantial part of its Property or for the winding up or
        liquidation of its affairs, and such involuntary case or other case,
        proceeding or other action shall remain undismissed.

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<PAGE>

                (d)     The Administrative Agent shall have received a Notice of
        Continuation/Conversion in accordance with the requirements hereof.

                Each Notice of Continuation/Conversion submitted by the Borrower
        shall be deemed to be a representation and warranty that the conditions
        specified in Sections 5.02(a), (b) and (c) have been satisfied on and as
        of the date of the applicable continuation or conversion.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

        Each Loan Party represents and warrants to the Administrative Agent and
the Lenders that:

        6.01    EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

        Each Loan Party has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to execute,
deliver and perform its obligations under the Loan Documents, if any, to which
it is a party.

        6.02    AUTHORIZATION; NO CONTRAVENTION.

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

        6.03    GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.

        No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document, except for (a) the consent of the lenders under the Existing Credit
Agreement provided pursuant to the Sixth Amendment and (b) filings to perfect
the Liens created by the Collateral Documents.

        6.04    BINDING EFFECT; VALIDITY OF LIENS.

        This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms except as enforceability may be limited by applicable Debtor
Relief Laws and by general equitable principles (whether enforcement is sought
by proceedings in equity or at law). The Collateral Documents create valid
security interests in, and Liens on, the Collateral purported to be covered
thereby, which upon perfection thereof will be prior to all other Liens other
than Permitted Liens.

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<PAGE>

        6.05    FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

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

                (b)     The unaudited consolidated financial statements of the
        Consolidated Parties dated September 3, 2001, and the related
        consolidated statements of income or operations, shareholders' equity
        and cash flows for the fiscal quarter ended on that date (i) were
        prepared in accordance with GAAP consistently applied throughout the
        period covered thereby, except as otherwise expressly noted therein, and
        (ii) fairly present the financial condition of the Consolidated Parties
        as of the date thereof and their results of operations for the period
        covered thereby, subject, in the case of clauses (i) and (ii), to the
        absence of footnotes and to normal year-end audit adjustments.

                (c)     During the period from December 31, 2001 to and
        including the Closing Date, there has been no sale, transfer or other
        disposition by any Consolidated Party of any material part of the
        business or Property of the Consolidated Parties, taken as a whole, and
        no purchase or other acquisition by any of them of any business or
        property (including any Capital Stock of any other Person) material in
        relation to the consolidated financial condition of the Consolidated
        Parties, taken as a whole, in each case, which is not reflected in the
        foregoing financial statements or in the notes thereto and has not
        otherwise been disclosed in writing to the Lenders on or prior to the
        Closing Date.

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

        6.06    NO DEFAULT.

        No Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other
Loan Document.

        6.07    GUARANTORS.

        Set forth on the signature pages to this Agreement are all Guarantors
under (and as defined in) the Existing Credit Agreement.

        6.08    REPRESENTATIONS AND WARRANTIES FROM OTHER LOAN DOCUMENTS.

        Each of the representations and warranties made by any of the Loan
Parties in any of the other Loan Documents is true and correct in all material
respects.

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<PAGE>

        6.09    INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM EXISTING
        CREDIT AGREEMENT.

        Each Loan Party hereby represents and warrants that the representations
and warranties contained in Article IV of the Existing Credit Agreement (other
than any of the representations and warranties set forth in Sections 4.1(b),
(c), (j)(i), (j)(ii), (k) and (n) of the Existing Credit Agreement) as in effect
as of the Closing Date after giving effect to the Sixth Amendment (the
"Incorporated Representations") are true and correct. The Incorporated
Representations are hereby incorporated by reference to the same extent and with
the same effect as if set forth fully herein, and such Incorporated
Representations shall be binding on each Loan Party and shall inure to the
benefit of the Lenders, without giving effect to any waiver, amendment,
modification, replacement or termination of the Existing Credit Agreement or any
term or provision of the Incorporated Representations occurring subsequent to
the Closing Date, except to the extent otherwise specifically provided in
Section 10.01. For purposes of the incorporation of the Incorporated
Representations pursuant to this Section 6.09, all references in the
Incorporated Representations (a) to an "Advance" shall be deemed to refer to the
"Borrowing" hereunder, (b) to the "Determining Lenders" shall be deemed to refer
to the Required Lenders as defined in Section 1.01 hereof, (c) to the "Facility
A Term Loan Maturity Date," the "Facility B Term Loan Maturity Date" or the
"Release Date" shall refer to the Maturity Date hereunder, (d) to an "Obligor"
shall be deemed to refer to a "Loan Party" hereunder, (e) to a "Subsidiary
Guaranty" shall be deemed to refer to a "Joinder Agreement" as defined in
Section 1.01 hereof and (f) to "Articles," "Sections," "Schedules" or "Exhibits"
shall be deemed to refer to Articles, Sections, Schedules or Exhibits of or to
the Existing Credit Agreement unless otherwise specifically provided.

                                   ARTICLE VII
                                    COVENANTS

        7.01    USE OF PROCEEDS.

        The Borrower shall use the proceeds of the Priority Term Loan for
working capital and general corporate purposes of the Borrower and its
Subsidiaries and not in contravention of any Law or of any Loan Document.

        7.02    NEW GUARANTORS.

        At any time a direct or indirect Subsidiary of the Borrower executes a
Subsidiary Guaranty after the Closing Date pursuant to the terms of the Existing
Credit Agreement, the Borrower shall cause such Subsidiary to become a Guarantor
hereunder by executing a Joinder Agreement.

        7.03    PLEDGED ASSETS.

        Each Collateral Party will (a) cause all of its owned and material
leased real and personal Property to be subject at all times to first priority,
perfected and, in the case of real Property, title insured Liens in favor of the
Administrative Agent to secure the Obligations pursuant to the terms and
conditions of the Collateral Documents or, with respect to any such Property
acquired subsequent to the Closing Date, such other additional security
documents as the Administrative Agent shall reasonably request, subject in any
case to Permitted Liens and (b) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, appropriate UCC-1 financing statements, real
estate title insurance policies, surveys, environmental reports, landlord's
waivers, certified resolutions and other organizational and authorizing
documents of such Person, favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above and the perfection of the

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Administrative Agent's Liens thereunder) and other items of the types required
to be delivered pursuant to Section 5.01(c) and (d), all in form, content and
scope reasonably satisfactory to the Administrative Agent. Without limiting the
generality of the above, the Collateral Parties will cause (i) 100% of the
issued and outstanding Capital Stock of each Domestic Subsidiary of a Collateral
Party and (ii) 65% (or such greater percentage that, due to a change in an
applicable Law after the date hereof, (1) could not reasonably be expected to
cause the undistributed earnings of such Foreign Subsidiary as determined for
United States federal income tax purposes to be treated as a deemed dividend to
such Foreign Subsidiary's United States parent and (2) could not reasonably be
expected to cause any material adverse tax consequences) of the issued and
outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in
each Foreign Subsidiary directly owned by a Collateral Party or any Domestic
Subsidiary of a Collateral Party to be subject at all times to a perfected Lien
in favor of the Administrative Agent pursuant to the terms and conditions of the
Collateral Documents or such other security documents as the Administrative
Agent shall reasonably request.

        7.04    INCORPORATION OF COVENANTS FROM EXISTING CREDIT AGREEMENT.

        Each Loan Party hereby covenants and agrees to the covenants contained
in Articles V, VI and VII of the Existing Credit Agreement (other than any of
the covenants set forth in Sections 5.8 and 5.14 of the Existing Credit
Agreement) as in effect as of the Closing Date after giving effect to the Sixth
Amendment (the "Incorporated Covenants"). The Incorporated Covenants are hereby
incorporated by reference to the same extent and with the same effect as if set
forth fully herein, and such Incorporated Covenants shall be binding on each
Loan Party and shall inure to the benefit of the Lenders, without giving effect
to any waiver, amendment, modification, replacement or termination of the
Existing Credit Agreement, or any term or provision of the Incorporated
Covenants, occurring subsequent to the Closing Date, except to the extent
otherwise specifically provided in Section 10.01. For purposes of the
incorporation of the Incorporated Covenants pursuant to this Section 7.04, all
references in the Incorporated Representations (a) to an "Advance" shall be
deemed to refer to the "Borrowing" hereunder, (b) to the "Determining Lenders"
shall be deemed to refer to the Required Lenders as defined in Section 1.01
hereof, (c) to the "Facility A Term Loan Maturity Date," the "Facility B Term
Loan Maturity Date" or the "Release Date" shall refer to the Maturity Date
hereunder, (d) to an "Obligor" shall be deemed to refer to a "Loan Party"
hereunder, (e) to a "Subsidiary Guaranty" shall be deemed to refer to a "Joinder
Agreement" as defined in Section 1.01 hereof and (f) to "Articles," "Sections,"
"Schedules" or "Exhibits" shall be deemed to refer to Articles, Sections,
Schedules or Exhibits of or to the Existing Credit Agreement unless otherwise
specifically provided.

        7.05    ADDITIONAL COVENANTS.

        Notwithstanding the terms of the Incorporated Covenants to the contrary,
during the term of this Agreement the Borrower shall not, nor shall it permit
any Subsidiary to:

                (a)     make any payment or prepayment of the principal
        component of any Indebtedness of the Borrower or any of its Subsidiaries
        (including, without limitation, Indebtedness under the Existing Credit
        Agreement) other than (i) Indebtedness under this Agreement, (ii)
        scheduled amortization payments or maturities, (iii) mandatory
        prepayments of loans and other obligations required pursuant to the
        terms of the Existing Credit Agreement as in effect on the Closing Date
        after giving effect to the Sixth Amendment and (iv) any payment to
        satisfy an arbitration award representing the contingent purchase price
        for the Coto de Caza Country Club in Orange County, California ("Coto de
        Caza") in an aggregate amount not to exceed $20,000,000;

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<PAGE>

                (b)     incur any Indebtedness other than (i) Indebtedness under
        the Existing Credit Agreement as in effect on the Closing Date after
        giving effect to the Sixth Amendment, (ii) Indebtedness permitted by
        Sections 7.1(c), (d), (e) and (f) of the Incorporated Covenants, (iii)
        Indebtedness secured by Liens permitted pursuant to clause (k) of the
        definition of Permitted Liens, (iv) Indebtedness incurred by the owner
        of Coto de Caza in an aggregate amount not to exceed $15,000,000, the
        proceeds of which are applied to the payment permitted pursuant to
        Section 7.05(a)(iv) and Section 7.05(d)(iv) and (v) Indebtedness the
        proceeds of which are used to repay the Obligations in full;

                (c)     amend, modify, supplement, restate or waive any term of,
        or permit the amendment, modification, supplement, restatement or waiver
        of any term of, the Existing Credit Agreement or any other Loan Document
        (as defined in the Existing Credit Agreement) if such amendment,
        modification, supplement, restatement or waiver would (i) limit the Net
        Cash Proceeds available to prepay Obligations, (ii) result in the
        covenants, events of default or remedies with respect to the Existing
        Credit Agreement being materially more adverse to the Lenders than the
        terms and provisions of the Existing Credit Agreement prior to such
        amendment, modification, supplement, restatement or waiver and (iii)
        reasonably be expected to have an adverse effect on the Lenders;

                (d)     make any Acquisition or Investment other than (i)
        Investments permitted by Sections 7.4(a), (b), (c), (d) and (e) of the
        Incorporated Covenants, (ii) Investments permitted by Sections 7.4(f)
        and (g) of the Incorporated Covenants and outstanding on the Closing
        Date, (iii) Investments consisting of cash or Cash Equivalents made in
        Non-Guarantors after the Closing Date (A) as permitted by clauses (iv)
        and (v) of this subsection (d) and (B) as permitted by Sections 7.4(f)
        and (g) of the Incorporated Covenants; provided that the Net Investment
        Amount in all Non-Guarantors, measured at the end of each Fiscal
        Quarter, shall be less than or equal to $0, (iv) the Acquisition of
        North Lake Golf Course located in Brisbane, Australia; provided that the
        total consideration for the North Lake Golf Course paid by the Borrower
        and its Subsidiaries after the Closing Date shall not exceed $7,000,000
        AUD, and (v) any payment to satisfy an arbitration award representing
        the contingent purchase price for Coto de Caza in an aggregate amount
        not to exceed $20,000,000; and

                (e)     make any Restricted Payment other than (i) any Dividend
        permitted by Section 7.9(a) of the Incorporated Covenants and (ii) any
        payment or prepayment of the principal component of any Indebtedness of
        the Borrower or any of its Subsidiaries permitted by Section 7.05(a).

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

        8.01    EVENTS OF DEFAULT.

        (a)     Each Loan Party hereby agrees that the events of default set
forth in Section 8.1 of the Existing Credit Agreement (other than Section 8.1(b)
of the Existing Credit Agreement) as in effect as of the Closing Date after
giving effect to the Sixth Amendment (the "Incorporated Events of Default") are
hereby incorporated by reference to the same extent and with the same effect as
if set forth fully herein, and such Incorporated Events of Default shall be
binding on such Loan Party and shall inure to the benefit of the Lenders,
without giving effect to any waiver, amendment, modification, replacement or
termination of the Existing Credit Agreement, or any term or provision of the
Incorporated Events of Default,

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<PAGE>

occurring subsequent to the Closing Date, except to the extent otherwise
specifically provided in Section 10.01. For purposes of the incorporation of the
Incorporated Events of Default pursuant to this Section 8.01, all references in
the Incorporated Representations (i) to an "Advance" shall be deemed to refer to
the "Borrowing" hereunder, (ii) to the "Determining Lenders" shall be deemed to
refer to the Required Lenders as defined in Section 1.01 hereof, (iii) to the
"Facility A Term Loan Maturity Date," the "Facility B Term Loan Maturity Date"
or the "Release Date" shall refer to the Maturity Date hereunder, (iv) to an
"Obligor" shall be deemed to refer to a "Loan Party" hereunder, (v) to a
"Subsidiary Guaranty" shall be deemed to refer to a "Joinder Agreement" as
defined in Section 1.01 hereof and (vi) to "Articles," "Sections," "Schedules"
or "Exhibits" shall be deemed to refer to Articles, Sections, Schedules or
Exhibits of or to the Existing Credit Agreement unless otherwise specifically
provided.

        (b)     Each of the following shall constitute an event of default
hereunder (each an "Event of Default"), whatever the reason for such event, and
whether voluntary, involuntary, or effected by operation of law or pursuant to
any judgment or order of any court or any order, rule or regulation of any
governmental or non-governmental body:

                (i)     The Borrower shall fail to pay any (A) principal of the
        Priority Term Loan when due; or (B) interest with respect to the
        Priority Term Loan or any fees payable hereunder or any other costs,
        fees, expenses or other amounts payable hereunder or under any other
        Loan Document within the earlier of (x) three days after the date due or
        (y) one Business Day after written notice thereof from the
        Administrative Agent;

                (ii)    An Incorporated Event of Default shall occur and be
        continuing; and

                (iii)   An "Event of Default" as defined in the Existing Credit
        Agreement shall occur and be continuing.

        8.02    REMEDIES UPON EVENT OF DEFAULT.

        If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions, subject to the terms of the
Intercreditor Agreement:

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

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

provided, however, that upon the occurrence of Event of Default pursuant to
Section 8.1(e) or (f) of the Incorporated Events of Default, the unpaid
principal amount of the Priority Term Loan and all interest and other amounts as
aforesaid shall automatically become due and payable without further act of the
Administrative Agent or any Lender.

        8.03    APPLICATION OF FUNDS.

        After the acceleration of the Obligations as provided for in Section
8.02(b) (or after the Priority Term Loan has automatically become immediately
due and payable as set forth in the proviso to

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<PAGE>

Section 8.02), any amounts received on account of the Obligations shall be
applied by the Administrative Agent in the following order:

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

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

        Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Priority Term Loan, ratably among the Lenders
in proportion to the respective amounts described in this clause Third payable
to them;

        Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Priority Term Loan, ratably among the Lenders in
proportion to the respective amounts described in this clause Fourth held by
them;

        Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the administrative agent under the Existing Credit
Agreement, and then to the Borrower or as otherwise required by Law.

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

        9.01    APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

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

        9.02    DELEGATION OF DUTIES.

        The Administrative Agent may execute any of its duties under this
Agreement, any other Loan Document or the Intercreditor Agreement by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such

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duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

        9.03    LIABILITY OF ADMINISTRATIVE AGENT.

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

        9.04    RELIANCE BY ADMINISTRATIVE AGENT.

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

        (b)     For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

        9.05    NOTICE OF DEFAULT.

        The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment
of principal, interest and fees required to be paid to the Administrative Agent
for the account of the Lenders, unless the Administrative Agent shall have
received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default and stating that such notice is a "notice of
default." The Administrative Agent will notify the

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<PAGE>

Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default as may be directed by the Required
Lenders in accordance with Article VIII; provided, however, that unless and
until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lenders.

        9.06    CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
        AGENT.

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

        9.07    INDEMNIFICATION OF ADMINISTRATIVE AGENT.

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

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<PAGE>

        9.08    ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

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

        9.09    SUCCESSOR ADMINISTRATIVE AGENT.

        The Administrative Agent may resign as Administrative Agent upon 30
days' notice to the Lenders. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent shall
be consented to by the Borrower at all times other than during the existence of
an Event of Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to
the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent, the term
"Administrative Agent" shall mean such successor administrative agent, and the
retiring Administrative Agent's appointment, 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 other Lender. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

        9.10    ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

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

                (a)     to file and prove a claim for the whole amount of the
        principal and interest owing and unpaid in respect of the Priority Term
        Loan and all other Obligations that are owing and

                                     35

<PAGE>

        unpaid and to file such other documents as may be necessary or advisable
        in order to have the claims of the Lenders and the Administrative Agent
        (including any claim for the reasonable compensation, expenses,
        disbursements and advances of the Lenders and the Administrative Agent
        and their respective agents and counsel and all other amounts due the
        Lenders and the Administrative Agent under Section 2.05 and Section
        10.04) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.05 and 10.04.

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

        9.11    COLLATERAL AND GUARANTY MATTERS.

        The Lenders irrevocably authorize the Administrative Agent, at its
option and in its discretion,

                (a)     to release any Lien on any property granted to or held
        by the Administrative Agent under any Loan Document (i) upon payment in
        full of all Obligations (other than contingent indemnification
        obligations), (ii) that is transferred or to be transferred as part of
        or in connection with any Disposition permitted hereunder or under any
        other Loan Document, or (iii) subject to Section 10.01, if approved,
        authorized or ratified in writing by the Required Lenders; and

                (b)     to release any Guarantor from its obligations under the
        Guaranty if such Person ceases to be a Subsidiary as a result of a
        transaction permitted hereunder.

        Upon the request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
or subordinate its interest in particular types or items of Property, or to
release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.11.

                                    ARTICLE X
                                  MISCELLANEOUS

        10.01   AMENDMENTS, ETC.

        No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may

                                       36

<PAGE>

be, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

                (a)     increase any Lender's portion of the Priority Term Loan
        without the written consent of such Lender (it being understood and
        agreed that a waiver of any Default or Event of Default shall not
        constitute an increase in any Lender's portion of the Priority Term
        Loan);

                (b)     postpone any date fixed by this Agreement or any other
        Loan Document for any payment (excluding mandatory prepayments pursuant
        to Section 2.03(b)) of principal, interest, fees or other amounts due to
        the Lenders (or any of them) hereunder or under any other Loan Document
        without the written consent of each Lender directly affected thereby;

                (c)     reduce the principal of, or the rate of interest
        specified herein on, the Priority Term Loan, or any fees or other
        amounts payable hereunder or under any other Loan Document without the
        written consent of each Lender directly affected thereby; provided,
        however, that only the consent of the Required Lenders shall be
        necessary to amend the definition of "Default Rate" or to waive any
        obligation of the Borrower to pay interest at the Default Rate;

                (d)     change Section 2.09 or Section 8.03 in a manner that
        would alter the pro rata sharing of payments required thereby without
        the written consent of each Lender;

                (e)     change any provision of this Section or the definition
        of "Required Lenders" or any other provision hereof specifying the
        number or percentage of Lenders required to amend, waive or otherwise
        modify any rights hereunder or make any determination or grant any
        consent hereunder, without the written consent of each Lender;

                (f)     except as the result of or in connection with a
        Disposition not prohibited by Section 7.7 of the Incorporated Covenants,
        release all or substantially all of the Collateral without the written
        consent of each Lender;

                (g)     except as the result of or in connection with a
        dissolution, merger or disposition of a Loan Party not prohibited by
        Section 7.5 or Section 7.7 of the Incorporated Covenants, release the
        Borrower or all or substantially all of the other Loan Parties from its
        or their obligations under the Loan Documents without the written
        consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (ii) no amendment, modification,
supplement, waiver or restatement of any Incorporated Definition, Incorporated
Representation, Incorporated Covenant or Incorporated Event of Default by the
requisite parties to the Existing Credit Agreement shall be effective hereunder
unless approved by the Lenders or Required Lenders, as applicable, pursuant to
the terms of this Section 10.01.

        Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the such Lender's portion of the Priority Term Loan may
not be increased without the consent of such Lender. The Borrower shall have the
right, pursuant to the terms of Section 10.16, to replace any Defaulting Lender
or any Lender that does not approve any amendment, consent or waiver of this
Agreement or any other Loan Document that is approved by the requisite Lenders
pursuant to this Section 10.01.

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<PAGE>

        Notwithstanding the fact that the consent of all the Lenders is required
in certain circumstances as set forth above, (x) each Lender is entitled to vote
as such Lender sees fit on any bankruptcy reorganization plan that affects the
Priority Term Loan, and each Lender acknowledges that the provisions of Section
1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set
forth herein and (y) the Required Lenders shall determine whether or not to
allow a Loan Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding and such determination shall be binding on all of the
Lenders.

        10.02   NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

        (a)     General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

                (i)     if to the Borrower or the Administrative Agent, to the
        address, facsimile number, electronic mail address or telephone number
        specified for such Person on Schedule 10.02 or to such other address,
        facsimile number, electronic mail address or telephone number as shall
        be designated by such party in a notice to the other parties; and

                (ii)    if to any other Lender, to the address, facsimile
        number, electronic mail address or telephone number specified in its
        Administrative Questionnaire or to such other address, facsimile number,
        electronic mail address or telephone number as shall be designated by
        such party in a notice to the Borrower and the Administrative Agent.

        All such notices and other communications shall be deemed to be given or
made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent pursuant to Article II shall not be
effective until actually received by such Person. In no event shall a voicemail
message be effective as a notice, communication or confirmation hereunder.

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

        (c)     Limited Use of Electronic Mail. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Sections 6.1, 6.2,
6.3, 6.4(a), 6.4(e) and 6.4(g) of the Incorporated Covenants, and to distribute
Loan Documents for execution by the parties thereto, and may not be used for any
other purpose.

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<PAGE>

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

        10.03   NO WAIVER; CUMULATIVE REMEDIES.

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

        10.04   ATTORNEY COSTS, EXPENSES AND TAXES.

        Each Loan Party agrees (a) to pay or reimburse the Administrative Agent
for all costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs,
and (b) to pay or reimburse the Administrative Agent and each Lender for all
costs and expenses incurred in connection with the enforcement, attempted
enforcement, or preservation of any rights or remedies under this Agreement or
the other Loan Documents (including all such costs and expenses incurred during
any "workout" or restructuring in respect of the Obligations and during any
legal proceeding, including any proceeding under any Debtor Relief Law),
including all Attorney Costs. The foregoing costs and expenses shall include all
search, filing, recording, title insurance and appraisal charges and fees and
taxes related thereto, and other out-of-pocket expenses incurred by the
Administrative Agent and the cost of independent public accountants and other
outside experts retained by the Administrative Agent or any Lender. All amounts
due under this Section 10.04 shall be payable within ten Business Days after
demand therefor. The agreements in this Section shall survive the repayment of
all Obligations.

        10.05   INDEMNIFICATION BY THE BORROWER.

        Whether or not the transactions contemplated hereby are consummated,
each Loan Party shall indemnify and hold harmless each Agent-Related Person,
each Lender and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs and settlement costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (a)
the execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (b) the Priority Term Loan or the use or
proposed use of the

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<PAGE>

proceeds therefrom, (c) any actual or alleged presence or release of Hazardous
Substances on or from any property currently or formerly owned or operated by
the Borrower, any Subsidiary or any other Loan Party, or any Environmental
Liability related in any way to the Borrower, any Subsidiary or any other Loan
Party, or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and
regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the "Indemnified Liabilities"), in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). All amounts due under this
Section 10.05 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender and the repayment,
satisfaction or discharge of all the Obligations.

        10.06   PAYMENTS SET ASIDE.

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

        10.07   SUCCESSORS AND ASSIGNS.

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

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<PAGE>

        (b)     Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of the Priority Term Loan at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's portion of the Priority Term Loan at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund (as defined in subsection (g) of this Section) with
respect to a Lender, the aggregate amount of the Priority Term Loan subject to
each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
"Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed); and (ii) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

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

        (d)     Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
the Priority Term Loan owing to it); provided that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to
Section 10.01 that directly affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each

                                       41

<PAGE>

Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.09 as though it were a Lender.

        (e)     A Participant shall not be entitled to receive any greater
payment under Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
10.15 as though it were a Lender.

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

        (g)     As used herein, the following terms have the following meanings:

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

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

                "Approved Fund" means any Fund that is administered or managed
        by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
        Affiliate of an entity that administers or manages a Lender.

        (h)     Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund may create a security interest in all or any portion of
the Priority Term Loan owing to it and the Note, if any, held by it to the
trustee for holders of obligations owed, or securities issued, by such Fund as
security for such obligations or securities, provided that unless and until such
trustee actually becomes a Lender in compliance with the other provisions of
this Section 10.07, (i) no such pledge shall release the pledging Lender from
any of its obligations under the Loan Documents and (ii) such trustee shall not
be entitled to exercise any of the rights of a Lender under the Loan Documents
even though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

        10.08   CONFIDENTIALITY.

        Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature

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<PAGE>

of such Information and instructed to keep such Information confidential); (b)
to the extent requested by any regulatory authority; (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process;
(d) to any other party to this Agreement; (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder; (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any Eligible Assignee of or Participant in, or any prospective Eligible Assignee
of or Participant in, any of its rights or obligations under this Agreement or
(ii) any direct or indirect contractual counterparty or prospective counterparty
(or such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Loan Parties; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service
providers to the Administrative Agent and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, and
the Priority Term Loan. For the purposes of this Section, "Information" means
all information received from any Loan Party relating to any Loan Party or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Loan Party; provided that, in the case of information received
from a Loan Party after the date hereof, such information is clearly identified
in writing at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

        10.09   SET-OFF.

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

        10.10   INTEREST RATE LIMITATION.

        Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the
"Maximum Rate"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Priority Term Loan or, if it exceeds such
unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law,

                                       43

<PAGE>

(a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

        10.11   COUNTERPARTS.

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

        10.12   INTEGRATION.

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

        10.13   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

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

        10.14   SEVERABILITY.

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

        10.15   TAX FORMS.

                (a)     (i)     Each Lender that is not a "United States person"
        within the meaning of Section 7701(a)(30) of the Code (a "Foreign
        Lender") shall deliver to the Administrative Agent, prior to receipt of
        any payment subject to withholding under the Code (or upon accepting an
        assignment of an interest herein), two duly signed completed copies of
        either IRS Form W-8BEN or any successor thereto (relating to such
        Foreign Lender and entitling it to an exemption from, or reduction of,
        withholding tax on all payments to be made to such Foreign Lender by the
        Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
        thereto (relating to all

                                       44

<PAGE>

        payments to be made to such Foreign Lender by the Borrower pursuant to
        this Agreement) or such other evidence satisfactory to the Borrower and
        the Administrative Agent that such Foreign Lender is entitled to an
        exemption from, or reduction of, U.S. withholding tax, including any
        exemption pursuant to Section 881(c) of the Code. Thereafter and from
        time to time, each such Foreign Lender shall (A) promptly submit to the
        Administrative Agent such additional duly completed and signed copies of
        one of such forms (or such successor forms as shall be adopted from time
        to time by the relevant United States taxing authorities) as may then be
        available under then current United States laws and regulations to
        avoid, or such evidence as is satisfactory to the Borrower and the
        Administrative Agent of any available exemption from or reduction of,
        United States withholding taxes in respect of all payments to be made to
        such Foreign Lender by the Borrower pursuant to this Agreement, (B)
        promptly notify the Administrative Agent of any change in circumstances
        which would modify or render invalid any claimed exemption or reduction,
        and (C) take such steps as shall not be materially disadvantageous to
        it, in the reasonable judgment of such Lender, and as may be reasonably
        necessary (including the re-designation of its Lending Office) to avoid
        any requirement of applicable Laws that the Borrower make any deduction
        or withholding for taxes from amounts payable to such Foreign Lender.

                        (ii)    Each Foreign Lender, to the extent it does not
        act or ceases to act for its own account with respect to any portion of
        any sums paid or payable to such Lender under any of the Loan Documents
        (for example, in the case of a typical participation by such Lender),
        shall deliver to the Administrative Agent on the date when such Foreign
        Lender ceases to act for its own account with respect to any portion of
        any such sums paid or payable, and at such other times as may be
        necessary in the determination of the Administrative Agent (in the
        reasonable exercise of its discretion), (A) two duly signed completed
        copies of the forms or statements required to be provided by such Lender
        as set forth above, to establish the portion of any such sums paid or
        payable with respect to which such Lender acts for its own account that
        is not subject to U.S. withholding tax, and (B) two duly signed
        completed copies of IRS Form W-8IMY (or any successor thereto), together
        with any information such Lender chooses to transmit with such form, and
        any other certificate or statement of exemption required under the Code,
        to establish that such Lender is not acting for its own account with
        respect to a portion of any such sums payable to such Lender.

                        (iii)   The Borrower shall not be required to pay any
        additional amount to any Foreign Lender under Section 3.01 (A) with
        respect to any Taxes required to be deducted or withheld on the basis of
        the information, certificates or statements of exemption such Lender
        transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a) or
        (B) if such Lender shall have failed to satisfy the foregoing provisions
        of this Section 10.15(a); provided that if such Lender shall have
        satisfied the requirement of this Section 10.15(a) on the date such
        Lender became a Lender or ceased to act for its own account with respect
        to any payment under any of the Loan Documents, nothing in this Section
        10.15(a) shall relieve the Borrower of its obligation to pay any amounts
        pursuant to Section 3.01 in the event that, as a result of any change in
        any applicable law, treaty or governmental rule, regulation or order, or
        any change in the interpretation, administration or application thereof,
        such Lender is no longer properly entitled to deliver forms,
        certificates or other evidence at a subsequent date establishing the
        fact that such Lender or other Person for the account of which such
        Lender receives any sums payable under any of the Loan Documents is not
        subject to withholding or is subject to withholding at a reduced rate.

                        (iv)    The Administrative Agent may, without reduction,
        withhold any Taxes required to be deducted and withheld from any payment
        under any of the Loan Documents with respect to which the Borrower is
        not required to pay additional amounts under this Section 10.15(a).

                                       45

<PAGE>

                (b)     Upon the request of the Administrative Agent, each
Lender that is a "United States person" within the meaning of Section
7701(a)(30) of the Code shall deliver to the Administrative Agent two duly
signed completed copies of IRS Form W-9. If such Lender fails to deliver such
forms, then the Administrative Agent may withhold from any interest payment to
such Lender an amount equivalent to the applicable back-up withholding tax
imposed by the Code, without reduction.

                (c)     If any Governmental Authority asserts that the
Administrative Agent did not properly withhold or backup withhold, as the case
may be, any tax or other amount from payments made to or for the account of any
Lender, such Lender shall indemnify the Administrative Agent therefor, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the repayment of all Obligations
hereunder and the resignation of the Administrative Agent.

        10.16   REPLACEMENT OF LENDERS.

        Under any circumstances set forth herein providing that the Borrower
shall have the right to replace a Lender as a party to this Agreement, the
Borrower may, upon notice to such Lender and the Administrative Agent, replace
such Lender by causing such Lender to assign its outstanding portion of the
Priority Term Loan (with the assignment fee to be paid by the Borrower in such
instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible
Assignees procured by the Borrower; provided, however, that if the Borrower
elects to exercise such right with respect to any Lender pursuant to Section
3.06(b), it shall be obligated to replace all Lenders that have made similar
requests for compensation pursuant to Section 3.01 or 3.04. The Borrower shall
(x) pay in full all principal, interest, fees and other amounts owing to such
Lender through the date of replacement (including any amounts payable pursuant
to Section 3.05), and (y) release such Lender from its obligations under the
Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption with respect to such Lender's outstanding portion of
the Priority Term Loan.

        10.17   GOVERNING LAW.

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

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

                                       46

<PAGE>

OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF
SUCH STATE.

        10.18   WAIVER OF RIGHT TO TRIAL BY JURY.

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

        10.19   ENTIRE AGREEMENT.

         THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG 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 AMONG THE PARTIES.

                                       47

<PAGE>

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

BORROWER:

                                        CLUBCORP, INC.

                                        By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Treasurer
                                              ----------------------------------

GUARANTORS:

                                        CLUBCORP USA, INC.,
                                             a Delaware corporation
                                        THE 191 CLUB, INC.,
                                             a Georgia corporation
                                        THE 410 CLUB MANAGEMENT CORP.,
                                             an Illinois corporation
                                        AKRON MANAGEMENT CORP.,
                                             an Ohio corporation
                                        APRIL SOUND MANAGEMENT CORP.,
                                             a Texas corporation
                                        ASPEN GLEN GOLF CLUB MANAGEMENT
                                             COMPANY, a Colorado corporation
                                        ATHLETIC CLUB AT THE EQUITABLE CENTER,
                                             INC., a New York corporation
                                        BANKERS CLUB, INC.,
                                             a Florida corporation
                                        BAY OAKS COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        BECKETT RIDGE COUNTRY CLUB, INC.,
                                             an Ohio corporation
                                        BIENVILLE CLUB, INC.,
                                             an Alabama corporation
                                        BRAEMAR COUNTRY CLUB, INC.,
                                             a California corporation
                                        BROKEN ARROW MANAGEMENT CORP.,
                                             an Oklahoma corporation
                                        BROOKHAVEN COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        BUCKHEAD CLUB, INC.,
                                             a Georgia corporation
                                        BUNKER HILL CLUB, INC.,
                                             a California corporation
                                        BR GP, INC.,
                                             a Georgia corporation
                                        BIRCHRIVER GOLF MANAGEMENT, INC.,
                                             a Georgia corporation

<PAGE>

                                        CANYON CREST COUNTRY CLUB, INC.,
                                             a California corporation
                                        CANYON GATE AT LAS VEGAS, INC.,
                                             a Nevada corporation
                                        CANYON SPRINGS GOLF CLUB, INC.,
                                             a Texas corporation
                                        CAPITAL CITY CLUB OF MONTGOMERY,
                                             INC., an Alabama corporation
                                        CAPITAL CITY CLUB OF RALEIGH, INC.,
                                             a North Carolina corporation
                                        CAPITAL CLUB, INC.,
                                             a Virginia corporation
                                        CCA SILBAND/GOLFCORP/ROUND ROCK,
                                             INC., a Texas corporation
                                        CCA SILBAND HOLDING CORPORATION,
                                             a Nevada corporation
                                        CCA SILBAND/GOLFCORP,
                                             a California corporation
                                        CCA SILBAND -- FAIRFIELD, INC.,
                                             a California corporation
                                        CCA SILBAND UPLAND HILLS CORP.,
                                             a California corporation
                                        SILBAND SPORTS CORP.,
                                             a California corporation
                                        PLANTATION SERVICES, INC.,
                                             a Texas corporation
                                        COUNTRY MEADOW MANAGEMENT, INC.,
                                             an Arizona corporation
                                        CCA GOLF CENTERS, INC.,
                                             a Texas corporation
                                        CCA GOLF CENTER-ARLINGTON, INC.,
                                             a Texas corporation
                                        CCA GOLF CENTER-CLEARWATER, INC.,
                                             a Florida corporation
                                        CCA SILBAND INVESTMENT CORP.,
                                             a Texas corporation
                                        U.S. GOLF MANAGEMENT, INC.,
                                             a Delaware corporation
                                        MIDDLETOWN, GOLF, INC.,
                                             a Pennsylvania corporation
                                        CENTER CLUB, INC.,
                                             a California corporation
                                        CENTRE CLUB, INC.,
                                             a Florida corporation
                                        CITRUS CLUB, INC.,
                                             a Florida corporation
                                        CITY CLUB OF SAN FRANCISCO, INC.,
                                             a California corporation
                                        CITY CLUB OF WASHINGTON, INC.,

<PAGE>

                                             a District of Columbia corporation
                                        CLEAR CREEK HOLDING COMPANY,
                                             a Texas corporation
                                        CLUB AT BOSTON COLLEGE, INC.,
                                             a Massachusetts corporation
                                        THE CLUB AT CANYON GATE, INC.,
                                             a Nevada corporation
                                        CLUB AT CIMARRON, INC.,
                                             a Texas corporation
                                        CLUB AT FRANKLIN SQUARE, INC.,
                                             a District of Columbia corporation
                                        CLUB AT GLEN OAKS, INC.,
                                             an Iowa corporation
                                        CLUB AT SOCIETY CENTER, INC.,
                                             an Ohio corporation
                                        CLUB ATHLETIC CONSULTING, INC.,
                                             a Texas corporation
                                        CLUB CORPORATION OF CANADA, LTD.,
                                             a Canadian corporation
                                        CLUB FINANCIAL CORP.,
                                             a Nevada corporation
                                        CLUB HARRIS BRANCH REALTY, INC.,
                                             a Texas corporation
                                        CLUB LE CONTE, INC.,
                                             a Tennessee corporation
                                        CLUB WELLS BRANCH REALTY, INC.,
                                             a Texas corporation
                                        CWBR OF DELAWARE, INC.,
                                             a Texas corporation
                                        CLUB COMPANY REALTY, INC.,
                                             a Texas corporation
                                        CCRI OF DELAWARE, INC.,
                                             a Delaware corporation
                                        CLUBCORP BUYING SERVICES, INC.,
                                             a Delaware corporation
                                        CLUBCORP AVEN HOLDINGS, INC.,
                                             a Delaware corporation
                                        CLUBCORP GLOBAL HOLDINGS, INC.,
                                             a Delaware corporation
                                        CLUBCORP GLOBAL CONSULTING, INC.,
                                             a Delaware corporation
                                        CLUBCORP GRAPHICS, INC.,
                                             a Florida corporation
                                        COLUMBIA CAPITAL CITY CLUB CORP.,
                                             a South Carolina corporation
                                        COLUMBIA TOWER CLUB, INC.,
                                             a Washington corporation
                                        COMMERCE CLUB, INC.,
                                             a South Carolina corporation

<PAGE>

                                        COTO PROPERTY HOLDINGS, INC.,
                                             a California corporation
                                        COUNTRYSIDE COUNTRY CLUB, INC.,
                                             a Florida corporation
                                        CROW CANYON MANAGEMENT CORP.,
                                             a California corporation
                                        DAYTON RACQUET CLUB, INC.,
                                             an Ohio corporation
                                        DEBARY MANAGEMENT CORP.,
                                             a Florida corporation
                                        DES MOINES CLUB TENANT CORP.,
                                             an Iowa corporation
                                        DES MOINES CLUB MANAGEMENT, INC.,
                                             an Iowa corporation
                                        DESERT FALLS COUNTRY CLUB, INC.,
                                             a California corporation
                                        DESERT OASIS GOLF CLUB MANAGEMENT
                                             CORP., a California corporation
                                        DIAMANTE GOLF CLUB MANAGEMENT, INC.,
                                             an Arkansas corporation
                                        DIAMANTE GOLF CLUB PARTNERS, INC.,
                                             an Arkansas corporation
                                        DIAMOND RUN CLUB, INC.,
                                             a Pennsylvania corporation
                                        THE DOWNTOWN CLUB, INC.,
                                             a Texas corporation
                                        EXCHANGE CLUB MANAGEMENT, INC.,
                                             an Illinois corporation
                                        FAIR OAKS CLUB CORP.,
                                             a Texas corporation
                                        FAIRLANE MANOR, INC.,
                                             a Michigan corporation
                                        FCS CORP.,
                                             a Nevada corporation
                                        FIRST CITY CLUB MANAGEMENT, INC.,
                                             a Georgia corporation
                                        FLORIDA GOLF CLUB OF GAINESVILLE,
                                             INC., a Florida corporation
                                        FORT BEND ACQUISITION CORP.,
                                             a Texas corporation
                                        FORTUNE FINANCIAL CORP.,
                                             a Texas corporation
                                        FOSSIL CREEK GOLF, INC.,
                                             a Texas corporation
                                        GCL CORPORATION,
                                             a California corporation
                                        GEORGE WASHINGTON UNIVERSITY CLUB, INC.,
                                             a District of Columbia corporation
                                        GLENDALE MANAGEMENT CORP.,

<PAGE>

                                             a Wisconsin corporation
                                        GLENDALE RACQUET CLUB, INC.,
                                             a Wisconsin corporation
                                        GP BEAR'S BEST ATLANTA, INC.,
                                             a Georgia corporation
                                        GP BEAR'S BEST LAS VEGAS, INC.,
                                             a Nevada corporation
                                        GRANCH GOLF CLUB, INC.,
                                             an Arizona corporation
                                        GREENBRIER COUNTRY CLUB, INC.,
                                             a Virginia corporation
                                        GREENS GOLF & RACQUET CLUB, INC.,
                                             an Oklahoma corporation
                                        GREENSPOINT CLUB, INC.,
                                             a Texas corporation
                                        HACKBERRY CREEK COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        HAILE PLANTATION MANAGEMENT CORP.,
                                             a Florida corporation
                                        HARBOUR CLUB OF CHARLESTON, INC.,
                                             a South Carolina corporation
                                        HEARTHSTONE COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        HERITAGE CLUB, INC.,
                                             an Alabama corporation
                                        HILLS II OF LAKEWAY, INC.,
                                             a Texas corporation
                                        HOUSTON CITY CLUB, INC.,
                                             a Texas corporation
                                        HUNTER'S GREEN ACQUISITION CORP.,
                                             a Florida corporation
                                        INDIGO RUN ASSET CORP.,
                                             a South Carolina corporation
                                        IRVING CLUB ACQUISITION CORP.,
                                             a Texas corporation
                                        IW GOLF CLUB, INC.,
                                             a California corporation
                                        JEFFERSON CLUB, INC.,
                                             a Kentucky corporation
                                        KINGWOOD COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        KNOLLWOOD COUNTRY CLUB, INC.,
                                             an Indiana corporation
                                        LAKES CLUB, INC.,
                                             an Arizona corporation
                                        LEGAV CORPORATION,
                                             a California corporation
                                        LIONSGATE GOLF CLUB, INC.,
                                             a Kansas corporation

<PAGE>

                                        MANAGEMENT COMPANY FOR ASPEN GLEN, INC.,
                                             a Colorado corporation
                                        MANAGEMENT COMPANY FOR STONERIDGE CLUB,
                                             INC., a California corporation
                                        MANAGER FOR CCHH, INC.,
                                             a South Carolina corporation
                                        MANAGER FOR INDIGO RUN, INC.,
                                             a South Carolina corporation
                                        MEMORIAL STADIUM CLUB MANAGEMENT
                                             CORP., a Texas corporation
                                        MEMPHIS CITY CLUB, INC.,
                                             a Tennessee corporation
                                        METROPOLITAN CLUB OF CHICAGO, INC.,
                                             an Illinois corporation
                                        METROPOLITAN CLUB OF DENVER, INC.,
                                             a Colorado corporation
                                        MISSION HILLS COUNTRY CLUB, INC.,
                                             a California corporation
                                        NASHVILLE CLUB MANAGEMENT, INC.,
                                             a Tennessee corporation
                                        NETCLUB, INC.,
                                             a Texas corporation
                                        NEW ENGLAND COUNTRY CLUB MANAGEMENT,
                                             INC., a Massachusetts corporation
                                        NORTHWOOD MANAGEMENT CORP.,
                                             a Georgia corporation
                                        OAK POINTE COUNTRY CLUB, INC.,
                                             a Michigan corporation
                                        OAKMONT MANAGEMENT CORPORATION,
                                             a Texas corporation
                                        PARADISE VALLEY MANAGEMENT, INC.,
                                             a California corporation
                                        PARK AVENUE CLUB, INC. (formerly the
                                             Fifth Avenue Club, Inc.), a New
                                             York corporation
                                        PIEDMONT CLUB, INC.,
                                             a North Carolina corporation
                                        PLAZA CLUB OF SAN ANTONIO, INC.,
                                             a Texas corporation
                                        PLAZA CLUB-HAWAII LTD.,
                                             a Hawaii corporation
                                        PORTER VALLEY COUNTRY CLUB, INC.,
                                             a California corporation
                                        THE PRESIDENTIAL COUNTRY CLUB, INC.,
                                             a Florida corporation
                                        PYRAMID CLUB MANAGEMENT, INC.,
                                             a Pennsylvania corporation
                                        QUAIL HOLLOW MANAGEMENT, INC.,

<PAGE>

                                             an Ohio corporation
                                        QUEENS HARBOUR CORPORATION,
                                             a Florida corporation
                                        RAVINIA CLUB, INC.,
                                             a Georgia corporation
                                        RENAISSANCE CLUB, INC.,
                                             a Michigan corporation
                                        STANDARD CLUB MANAGEMENT, INC.,
                                             a Michigan corporation
                                        RICHARDSON COUNTRY CLUB CORP.,
                                             a Texas corporation
                                        RIVER CREEK COUNTRY CLUB, INC.,
                                             a Virginia corporation
                                        RIVERS CLUB, INC.,
                                             a Pennsylvania corporation
                                        SABAL TRACE CORP.,
                                             a Florida corporation
                                        SAN FRANCISCO TENNIS CLUB, INC.,
                                             a California corporation
                                        THE SAN JOSE CLUB, INC.,
                                             a California corporation
                                        SAN JOSE RENAISSANCE CLUB, INC.,
                                             a California corporation
                                        SHADOW RIDGE GOLF CLUB, INC.,
                                             a California corporation
                                        SHADY VALLEY MANAGEMENT CORP.,
                                             a Texas corporation
                                        SHOREBY CLUB MANAGEMENT, INC.,
                                             an Ohio corporation
                                        SILVER LAKE MANAGEMENT CORP.,
                                             an Ohio corporation
                                        SKYLINE CLUB, INC.,
                                             an Indiana corporation
                                        SNEE FARM COUNTRY CLUB, INC.,
                                             a South Carolina corporation
                                        SOCIETY MANAGEMENT, INC.,
                                             a Nevada corporation
                                        SOUTHERN TRACE COUNTRY CLUB OF
                                             SHREVEPORT, INC.,
                                             a Louisiana corporation
                                        SPR ENERGY CORPORATION,
                                             a Texas corporation
                                        SPRING VALLEY LAKE COUNTRY CLUB INC.,
                                             a California corporation
                                        STONEBRIAR CLUB, INC.,
                                             a Texas corporation
                                        STONEBRIAR MANAGEMENT CORP.,
                                             a Texas corporation
                                        STONEHENGE CLUB, INC.,

<PAGE>

                                             a Virginia corporation
                                        SUMMIT CLUB, INC.,
                                             an Ohio corporation
                                        SUMMIT CLUB, INC.,
                                             an Alabama corporation
                                        SYMPHONY TOWERS CLUB, INC.,
                                             a California corporation
                                        TAMPA PALMS CLUB, INC.,
                                             a Florida corporation
                                        TEAL BEND GOLF CLUB, INC.,
                                             a California corporation
                                        TIMARRON GOLF CLUB, INC.,
                                             a Texas corporation
                                        TOWER CITY CLUB OF VIRGINIA, INC.,
                                             a Virginia corporation
                                        TOWER CLUB OF DALLAS, INC.,
                                             a Texas corporation
                                        TOWER CLUB, INC.,
                                             a North Carolina corporation
                                        TOWER CLUB, INC.,
                                             a Florida corporation
                                        TOWN POINT CLUB, INC.,
                                             a Virginia corporation
                                        TRADITION GOLF CLUB, INC.,
                                             a Texas corporation
                                        TREESDALE COUNTRY CLUB, INC.,
                                             a Pennsylvania corporation
                                        TURKEY CREEK GOLF CLUB, INC.,
                                             a California corporation
                                        UNC ALUMNI CLUB MANAGEMENT, INC.,
                                             a North Carolina corporation
                                        UNIVERSITY CLUB MANAGEMENT COMPANY,
                                             INC., a Florida corporation
                                        UNIVERSITY CLUB OF HOUSTON, INC.,
                                             a Texas corporation
                                        UNIVERSITY CLUB OF WEST PALM BEACH,
                                             INC., a Florida corporation
                                        UNIVERSITY CLUB, INC.,
                                             a Mississippi corporation
                                        UNIVERSITY CLUB, INC.,
                                             a Florida corporation
                                        WALNUT CREEK MANAGEMENT CORP.,
                                             a Texas corporation
                                        WESTLAKE CITY CLUB, INC.,
                                             a Texas corporation
                                        WILDFLOWER COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        WILLOW CREEK MANAGEMENT, INC.,
                                             a Texas corporation

<PAGE>

                                        WOODSIDE PLANTATION COUNTRY CLUB, INC.,
                                             a South Carolina corporation
                                        ABILENE CLUB MANAGEMENT CORP.,
                                             a Texas corporation
                                        ACI OF LATIN AMERICA, INC.,
                                             a Delaware corporation
                                        AKRON CLUB MANAGEMENT CORP.,
                                             an Ohio corporation
                                        ARLINGTON CITY CLUB, INC.,
                                             a Texas corporation
                                        ATLANTA CITY CLUB, INC.,
                                             a Georgia corporation
                                        ATRIUM CLUB, INC.,
                                             a New York corporation
                                        BALLENISLES COUNTRY CLUB MANAGEMENT,
                                             INC., a Florida corporation
                                        BENTWOOD MANAGEMENT CORP.,
                                             a Texas corporation
                                        BRAE-BURN CLUB MANAGEMENT, INC.,
                                             a Texas corporation
                                        CANE RUN CLUB, INC.,
                                             an Ohio corporation
                                        CANE RUN MANAGEMENT, INC.,
                                             an Ohio corporation
                                        THE CAPITOL CLUB, INC.,
                                             a California corporation
                                        CASCADE ATHLETIC CLUB, INC.,
                                             an Ohio corporation
                                        CCC HOLDING, INC.,
                                             a South Carolina corporation
                                        CCT, INC.,
                                             a Nevada corporation
                                        CENTURY I MANAGEMENT, INC.,
                                             a Texas corporation
                                        CENTURY II CLUB MANAGEMENT, INC.,
                                             a Texas corporation
                                        CHAPARRAL CLUB MANAGEMENT, INC.,
                                             a Texas corporation
                                        CIPANGO MANAGEMENT CORPORATION,
                                             a Texas corporation
                                        CITY CLUB OF ROCKFORD, INC.,
                                             an Illinois corporation
                                        CITY CLUB OF SAN ANTONIO MGMT., INC.,
                                             a Texas corporation
                                        CLAYTON CLUB MANAGEMENT CORP.,
                                             a Missouri corporation
                                        CLEAR CREEK MANAGEMENT CORP.,
                                             a Texas corporation

<PAGE>

                                        CLEAR LAKE GOLF CLUB, INC.,
                                             a Texas corporation
                                        CLUB METROPOLITAN OF AUSTIN, INC.,
                                             a Texas corporation
                                        COOKS CREEK MANAGEMENT CORP.,
                                             a Ohio corporation
                                        DALLAS HOSPITALITY SERVICES, INC.,
                                             a Texas corporation
                                        DEAN HILL MANAGEMENT CORP.,
                                             a Tennessee corporation
                                        DTC MANAGEMENT CORP.,
                                             a Pennsylvania corporation
                                        DUMFRIES CLUB, INC.,
                                             a Virginia corporation
                                        EAGLE CREST MANAGEMENT CORP.,
                                             a California corporation
                                        ERROL ESTATE MGMT., INC.,
                                             a Florida corporation
                                        FOREST OAKS COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        GOLF CONCEPT, INC.,
                                             a Nevada corporation
                                        HEATHROW MANAGEMENT CORP.,
                                             a Florida corporation
                                        HERITAGE CLUB, INC.,
                                             a Texas corporation
                                        HIDEAWAY MANAGEMENT CORP.,
                                             a Florida corporation
                                        JEFFERSON CLUB MANAGEMENT CORP.,
                                             a Virginia corporation
                                        KENDALL GOLF MANAGEMENT, INC.,
                                             a Florida corporation
                                        LACITA MANAGEMENT CORPORATION,
                                             a Florida corporation
                                        LAKE COUNTRY ESTATES COUNTRY CLUB,
                                             INC., a Texas corporation
                                        LAKE NONA CLUB MANAGEMENT, INC.,
                                             a Florida corporation
                                        LAKES CLUB, INC.,
                                             a Washington corporation
                                        LANCERS CLUB, INC.,
                                             a Texas corporation
                                        LANDMARK CLUB AT PARK CENTRAL, INC.,
                                             a Texas corporation
                                        LOS GATOS TENNIS, INC.,
                                             a California corporation
                                        LAKEVIEW CLUB, INC.,
                                             a California corporation
                                        MANAGEMENT COMPANY FOR HAMMOCK

<PAGE>

                                             CREEK, INC., a Florida corporation
                                        MANAGEMENT COMPANY FOR THE HARTFORD
                                             CLUB, INC., a Connecticut
                                             corporation
                                        THE MANAGER FOR WESTWOOD COUNTRY CLUB,
                                             INC., a Texas corporation
                                        MARINA CLUB MANAGEMENT, INC.,
                                             a California corporation
                                        MATTHEWS GOLF CLUB MANAGEMENT CORP., a
                                             North Carolina corporation
                                        MCC MANAGEMENT CORP.,
                                             a California corporation
                                        METROPOLITAN CLUB MANAGEMENT
                                             CORP., an Iowa corporation
                                        MIDLAND PLAZA CLUB, INC.,
                                             a Texas corporation
                                        MONROE STREET CITY CLUB, INC.,
                                             an Illinois corporation
                                        MOUNTAIN SPA CLUB MANAGEMENT INC.,
                                             a Nevada corporation
                                        MOUNTAINSIDE CLUB CORPORATION,
                                             an Iowa corporation
                                        MOUNTAINTOP CLUB MANAGEMENT, INC.,
                                             an Alabama corporation
                                        NEWPORT NEWS CLUB, INC.,
                                             a Virginia corporation
                                        NORTH HILLS MANAGEMENT CO.,
                                             an Arkansas corporation
                                        NORTHSHORE MANAGEMENT CORP.,
                                             a Texas corporation
                                        OAKMEADOW MANAGEMENT CCORPORATION,
                                             an Indiana corporation
                                        PARK AVENUE CLUB MANAGEMENT, INC.,
                                             a New Jersey corporation
                                        PHARAOHS MANAGEMENT CORP.,
                                             a Texas corporation
                                        PICKAWAY REAL ESTATE, INC.,
                                             an Ohio corporation
                                        PINERY COUNTRY CLUB, INC.,
                                             a Colorado corporation
                                        PINEWOOD MANAGEMENT CORP.,
                                             a Texas corporation
                                        PINNACLE CLUB SERVICES, INC.,
                                             a Texas corporation
                                        PINNACLE CLUB, INC.,
                                             a Texas corporation
                                        PLAZA ATHLETIC CLUB, INC.,
                                             a Texas corporation
                                        PLAZA CLUB OF BRYAN, INC.,

<PAGE>

                                             a Texas corporation
                                        PLAZA CLUB OF PHOENIX, INC.,
                                             an Arizona corporation
                                        PLAZA CLUB OF TUCSON, INC.,
                                             an Arizona corporation
                                        PLAZA CLUB OF TYLER, INC.,
                                             a Texas corporation
                                        PRE 1-7-00 OPERATOR OF DIAMOND BAR
                                             MANAGEMENT CORP,
                                             a California corporation
                                        PRE 10-13-00 OPERATOR OF WILLOWBEND
                                             DEVELOPMENT CORPORATION OF WICHITA,
                                             a Kansas corporation
                                        PRE 2-1-95 OPERATOR COMPANY OF LANDMARK
                                             ATHLETIC CLUB,
                                             a Connecticut corporation
                                        PRE 6-1-96 OPERATOR OF THE MANAGER FOR
                                             TOWER RIDGE COUNTRY CLUB, INC.,
                                             a Connecticut corporation
                                        PRE 7-4-96 OPERATOR OF RODNEY SQUARE
                                             CLUB, INC., a Delaware corporation
                                        PRE 12-31-98 MANAGEMENT COMPANY FOR
                                             TREYBURN COUNTRY CLUB MANAGEMENT
                                             CORPORATION, a North Carolina
                                             corporation
                                        PRE 12-21-99 OPERATOR OF THE MISSION
                                             DORADO COUNTRY CLUB, INC.,
                                             a Texas corporation
                                        PRE 12-23-99 OWNER LAFAYETTE CLUB, INC.
                                             (formerly Lafayette Club, Inc.),
                                             a Kentucky corporation
                                        PRE 12/26/96 MANAGEMENT CORP. FOR
                                            COLUMBIA LAKES, a Texas corporation
                                        PRE 12/30/98 OPERATOR OF HALLIFAX CLUB,
                                             INC. (f/k/a Halifax Club, Inc.),
                                             a Florida corporation
                                        PRE 5-3-00 OPERATOR OF THE WALDEN CLUB,
                                             INC. (f/k/a Walden Club, Inc.),
                                             a Tennessee corporation
                                        PRE 8-24-00 OPERATOR OF PEBBLE CREEK
                                             COUNTRY CLUB OF GREENVILLE, INC.,
                                             a South Carolina corporation
                                        PRE 2-28-01 OPERATOR OF MEADOW CLUB,
                                             INC. (f/k/a Meadow Club, Inc.),
                                             an Illinois corporation
                                        PRE 3-16-01 OPERATOR OF BELLE TERRE
                                             MANAGEMENT CORP.,
                                             a Louisiana corporation

<PAGE>

                                        PRE 5-18-01 OPERATOR OF ORANGE PARK
                                             COUNTRY CLUB, INC.,
                                             a Florida corporation
                                        PRE 5-31-01 OPERATOR OF INVERRARY
                                             COUNTRY CLUB, INC.,
                                             a Florida corporation
                                        PREMIER ATHLETIC CLUB, INC.,
                                             a Louisiana corporation
                                        PRIVATE CLUB SERVICES, INC.,
                                             a Florida corporation
                                        PARK AVENUE CLUB, INC.,
                                             a New York corporation
                                        PROVIDENCE MANAGEMENT INC.,
                                             a North Carolina corporation
                                        QUAIL VALLEY WORLD OF CLUBS, INC.,
                                             a Texas corporation
                                        RAINTREE COUNTRY CLUB, INC.,
                                             a North Carolina corporation
                                        RANCHLAND MANAGEMENT CORP.,
                                             a Texas corporation
                                        REGENCY CLUB, INC.,
                                             a Texas corporation
                                        RELAY HOUSE CORPORATION,
                                             an Alabama corporation
                                        RENAISSANCE CLUB, INC.,
                                             an Arizona corporation
                                        RIVER CLUB, INC.,
                                             an Illinois corporation
                                        RIVER NORTH MANAGEMENT CORP.,
                                             a Georgia corporation
                                        RMPC MANAGEMENT CORPORATION,
                                             a Utah corporation
                                        ROLLING HILLS MANAGEMENT CORPORATION,
                                             an Alabama corporation
                                        ROYAL DRIVE COUNTRY CLUB, INC.,
                                             a California corporation
                                        SAN ANGELO HERITAGE CLUB, INC.,
                                             a Texas corporation
                                        SATICOY MANAGEMENT, INC.,
                                             a California corporation
                                        SCOTTY'S MANAGEMENT CORP.,
                                             a Texas corporation
                                        SHENANDOAH MANAGEMENT CORP.,
                                             a Louisiana corporation
                                        SILVER SPRINGS SHORES COUNTRY CLUB
                                             CORP., a Florida corporation
                                        SKYLINE CLUB, INC.,
                                             a Michigan corporation
                                        SOUTH SHORE MANAGEMENT CORP.,

<PAGE>

                                             a Texas corporation
                                        SURREY HILLS MANAGEMENT CORP.,
                                             an Oklahoma corporation
                                        SWEET WATER COUNTRY CLUB, INC.,
                                             a Florida corporation
                                        TAMPA CLUB MANAGEMENT, INC.,
                                             a Florida corporation
                                        TOP SEED MANAGEMENT CORP.,
                                             an Arizona corporation
                                        TOPS'L CLUB, INC.,
                                             a Florida corporation
                                        TREASURE ISLAND TENNIS & YACHT CLUB,
                                             INC., a Florida corporation
                                        TWO THOUSAND ONE BRYAN TOWER CLUB, INC.,
                                             a Texas corporation
                                        UNIVERSITY CLUB OF DALLAS, INC.,
                                             a Texas corporation
                                        VITA CENTER MANAGEMENT CORP.,
                                             a Texas corporation
                                        WESTBURY MANAGEMENT CORP.,
                                             an Oklahoma corporation

                                        By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer
                                              ----------------------------------

                                        THE PINEHURST COMPANY (f/k/a ClubCorp
                                             Resorts, Inc. & ClubCorp Realty,
                                             Inc.), a Delaware corporation
                                        BARTON CREEK RESORT & CLUBS, INC.,
                                             a Texas corporation
                                        CCR PROJECT DEVELOPMENT, INC.,
                                             a North Carolina corporation
                                        CITY WAREHOUSE CORP.,
                                             a Texas corporation
                                        CLUBCORP REALTY EAST, INC.,
                                             a North Carolina corporation
                                        CONCORD REALTY, INC.,
                                             a Texas corporation
                                        CLUBCORP REALTY HOLDINGS, INC.,
                                             a Texas corporation
                                        CLUBCORP REALTY SOUTHWEST, INC.,
                                             a Texas corporation
                                        CLUBCORP REALTY HILTON HEAD, INC.,
                                             a South Carolina corporation
                                        CLUBCORP REALTY HOMESTEAD, INC.,
                                             a Virginia corporation

<PAGE>

                                        CLUB ISLAND REALTY CORP.,
                                             a South Carolina corporation
                                        BLOODY POINT ASSET CORP,
                                             a South Carolina corporation
                                        MELROSE LANDING CORPORATION,
                                             a South Carolina corporation
                                        HILTON HEAD PLANTATION ASSET CORP.,
                                             a South Carolina corporation
                                        MELROSE ASSET CORP.,
                                             a South Carolina corporation
                                        MELROSE UTILITY COMPANY, INC.,
                                             a South Carolina corporation
                                        CSRESORT MANAGEMENT, INC.,
                                             a Texas corporation
                                        CLUB RESORTS, INC.,
                                             a Nevada corporation
                                        COUNTRY CLUB OF PINEWILD
                                             MANAGEMENT, INC.,
                                             a North Carolina corporation
                                        HOMESTEAD SPRING WATER COMPANY, INC.,
                                             a Virginia corporation
                                        MANAGEMENT COMPANY FOR
                                             HOMESTEAD, INC.,
                                             a Virginia corporation
                                        OPERATIONS COMPANY FOR HOMESTEAD, INC.,
                                             a Virginia corporation
                                        CONSTRUCTION COMPANY OF PINEHURST, INC.,
                                             a North  Carolina corporation
                                        DAUFUSKIE CLUB, INC.,
                                             a South Carolina corporation
                                        DLGA GOLF ACADEMY, INC.,
                                             a Florida corporation
                                        ERROL LAND DEVELOPMENT COMPANY,
                                             a Florida corporation
                                        GFO PARTNER, INC.,
                                             a Michigan corporation
                                        GP OWNERS CLUB AT ASPEN GLEN, INC.,
                                             a Colorado corporation
                                        LEGAV COMMERCIAL PROPERTY CORPORATION,
                                             a California corporation
                                        LEGAV HOTEL CORPORATION,
                                             a California corporation
                                        MASTER CLUB, INC.,
                                             a Nevada corporation
                                        MH VILLAS, INC.,
                                             a California corporation
                                        NORTHERN MICHIGAN FINANCIAL
                                             CORPORATION, a Michigan corporation
                                        OWNERS CLUB ASSET COMPANY,

<PAGE>

                                             a Delaware corporation
                                        OWNERS CLUB AT HILTON HEAD PROPERTY
                                             MANAGEMENT, INC.,
                                             a South Carolina corporation
                                        PCC REALTY CORP.,
                                             a North Carolina corporation
                                        PINEHURST ACQUISITION CORP.,
                                             a North Carolina corporation
                                        PINEHURST, INC.,
                                             a North Carolina corporation
                                        PINEHURST CHAMPIONSHIP MANAGEMENT,
                                             INC., a North Carolina corporation
                                        PINEHURST COUNTRY CLUB, INC.,
                                             a North Carolina corporation
                                        PINEHURST REALTY CORP.,
                                             a Nevada corporation
                                        PINEHURST NO. VII, INC.,
                                             a North Carolina corporation
                                        PINEWILD MANAGEMENT, INC.,
                                             a Virginia corporation
                                        QUAIL HOLLOW DEVELOPMENT, INC.,
                                             an Ohio corporation
                                        SHANGRI-LA DEVELOPMENT CORP.,
                                             an Oklahoma corporation
                                        SHANGRI-LA MANAGEMENT CORP.,
                                             an Oklahoma corporation
                                        SHANGRI-LA COUNTRY CLUB, INC.,
                                             an Oklahoma corporation
                                        THE OWNERS CLUB HOLDING II, INC.,
                                             a Delaware corporation
                                        THE OWNERS CLUB, INC. (f/k/a The Owners
                                             Club Holding, Inc.),
                                             a Delaware corporation
                                        OWNERS CLUB TELLURIDE REALTY, INC.,
                                             a Colorado corporation
                                        THE MANAGER OF THE OWNERS CLUB, INC.,
                                             a South Carolina corporation
                                        THE OWNERS CLUB AT THE HOMESTEAD,
                                             INC., a Delaware corporation

                                        By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer
                                              ----------------------------------

<PAGE>

                                        CLUBCORP INTERNATIONAL, INC.,
                                             a Nevada corporation
                                        CLUBCORP INTERNATIONAL RESOURCE
                                             COMPANY, a Nevada corporation
                                        CLUB CORPORATION OF EUROPE, INC.,
                                             a Nevada corporation
                                        CLUBCORP-ASIA,
                                             a Nevada corporation
                                        CLUBCORP ASIA INVESTMENT, INC.,
                                             a Nevada corporation
                                        CLUBCORP MEXICO,
                                             a Nevada corporation
                                        CLUBCORP PANAMA, INC.,
                                             a Nevada corporation

                                        By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer
                                              ----------------------------------

                                        ASSOCIATE CLUBS INTERNATIONAL, INC.,
                                             a Nevada corporation
                                        CLUBCORP PUBLICATIONS, INC.,
                                             a Nevada corporation
                                        CLUBCORP FINANCIAL MANAGEMENT
                                             COMPANY, a Nevada corporation

                                        By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer
                                              ----------------------------------

<PAGE>

                                        FIRST FEDERAL FINANCIAL CORPORATION,
                                             a Texas corporation
                                        FRANKLIN FEDERAL BANCORP F.S.B.,
                                             a Nevada corporation
                                        GRANITE BAY MANAGEMENT, INC.,
                                             a California corporation
                                        BENBROOK BEVERAGE CORPORATION,
                                             a Texas corporation
                                        CLUB AT DAUFUSKIE,
                                             a South Carolina corporation
                                        CLUB AT GREENVILLE, INC.,
                                             a South Carolina corporation
                                        CLUB AT PEBBLE CREEK,
                                             a South Carolina corporation
                                        CLUB AT SNEE FARM,
                                             a South Carolina corporation
                                        LE GLUB, INC.,
                                             a South Carolina corporation
                                        THE CLUB AT WOODSIDE PLANTATION,
                                             a South Carolina corporation
                                        THE CLUB AT HARBOUR,
                                             a South Carolina corporation
                                        THE CLUB AT COLUMBIA CAPITAL,
                                             a South Carolina corporation
                                        THE TOM CAT CLUB,
                                             a Arkansas corporation

                                        By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        APPLE MOUNTAIN GOLF CLUB, LLC,
                                             a Delaware limited liability
                                             company
                                        EMPIRE RANCH, LLC,
                                             a Delaware limited liability
                                             company

                                        By:  CLUBCORP USA, INC., its sole member

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

<PAGE>

                                        FLORIDA DEVELOPMENT OF GAINESVILLE,
                                             L.L.C., a Florida limited liability
                                             company

                                        By:  Club Corp USA, Inc., its managing
                                             member

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        HOMESTEAD, L.C.,
                                             a Virginia limited liability
                                             company

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        CANYON SPRINGS GENERAL, L.L.C.,
                                             a Delaware limited liability
                                             company
                                        TCRI LIMITED, LLC,
                                             a Delaware limited liability
                                             company

                                        By:  THE PINEHURST COMPANY, f/k/a
                                             ClubCorp Resorts, Inc., its sole
                                             member

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        THE OWNERS CLUB OF SOUTH CAROLINA,
                                             L.L.C., a South Carolina limited
                                             liability company

                                        By:  Owners Club Asset Company, its
                                             managing member

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

<PAGE>

                                        THE OWNERS CLUB AT BARTON CREEK,
                                             L.P., a Texas Limited Partnership

                                        By:  The Owners Club Holding II, Inc.,
                                             its general partner

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        THE OWNERS CLUB AT HILTON HEAD, L.P.,
                                             a South Carolina limited
                                             partnership

                                        By:  The Manager of The Owners Club,
                                             Inc., its general partner

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        THE OWNERS CLUB AT THE HOMESTEAD, L.P.,
                                             a Virginia limited partnership

                                        By:  The Owners Club at The Homestead,
                                             Inc., its general partner

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

<PAGE>

                                        FFFC GOLF ACQUISITIONS, L.L.C.,
                                             a Delaware limited liability
                                             company

                                        By:  First Federal Financial Corporation

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        CLUBCORP GEN PAR OF TEXAS, L.L.C.,
                                             a Delaware limited liability
                                             company
                                        CLUBCORP GOLF OF CALIFORNIA, L.L.C.,
                                             a Delaware limited liability
                                             company
                                        CLUBCORP GOLF OF FLORIDA, L.L.C.,
                                             a Delaware limited liability
                                             company
                                        CLUBCORP GOLF OF MISSOURI, L.L.C.,
                                             a Delaware limited liability
                                             company
                                        CLUBCORP GOLF OF NORTH CAROLINA, L.L.C.,
                                             a Delaware limited liability
                                             company
                                        CLUBCORP GOLF OF OKLAHOMA, L.L.C.,
                                             an Oklahoma limited liability
                                             company
                                        GOLF MANAGEMENT COMPANY OF LOUISIANA,
                                             L.L.C., a Delaware limited
                                             liability company
                                        PIEDMONT GOLFERS' CLUB, L.L.C.,
                                             a South Carolina limited liability
                                             company

                                        By:  FFFC Golf Acquisitions, L.L.C.,
                                             managing member of each

                                        By:  First Federal Financial Corporation

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

<PAGE>

                                        CLUBCORP GOLF OF TEXAS, L.P.,
                                             a Texas limited partnership
                                        CLUBCORP GOLF OF GEORGIA, L.P.,
                                             a Georgia limited partnership

                                        By:  ClubCorp Gen Par of Texas, LLC,
                                             the general partner for each

                                        By:  First Federal Financial
                                             Corporation, its sole member

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

                                        CAPITAL CLUB COMPANY, LTD.,
                                             a China corporation

                                         By: /s/ John M. Massey, III
                                           -------------------------------------
                                        Name: John M. Massey, III
                                             -----------------------------------
                                        Title: Authorized Officer of each of the
                                               foregoing Guarantors
                                              ----------------------------------

<PAGE>

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

                                        By: /s/ William E. Livingstone
                                           -------------------------------------
                                        Name: William E. Livingstone
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------

<PAGE>

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

                                        By: /s/ William E. Livingstone
                                           -------------------------------------
                                        Name: William E. Livingstone
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------

</TEXT>
</DOCUMENT>
