SCIENTIFIC GAMES CORP
EXHIBIT 10.1 CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>kl12062_exh10-1.txt
<DESCRIPTION>EXHIBIT 10.1 CREDIT AGREEMENT
<TEXT>
                                                                    Exhibit 10.1


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




                                  $350,000,000


                                CREDIT AGREEMENT


                                   Dated as of

                                December 23, 2004


                                      among


                          SCIENTIFIC GAMES CORPORATION,
                                  as Borrower,


                               The Several Lenders
                        from Time to Time Parties Hereto,


                                       and


                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                  ____________________________________________


            J.P. MORGAN SECURITIES INC. and BEAR, STEARNS & CO. INC.,
                  as Joint Lead Arrangers and Joint Bookrunners


                                       and


                      BEAR STEARNS CORPORATE LENDING INC.,
                              as Syndication Agent




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


                                                   [CS&M Reference No. 6701-464]


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                          Page
                                                                          ----


Section 1.  DEFINITIONS......................................................1
      1.1.  Defined Terms....................................................1
      1.2.  Other Definitional Provisions...................................28
      1.3.  Currency Conversion.............................................29

Section 2.  AMOUNT AND TERMS OF TRANCHE B TERM COMMITMENTS..................29
      2.1.  Tranche B Term Commitments......................................29
      2.2.  Procedure for Tranche B Term Loan Borrowing.....................30
      2.3.  Repayment of Tranche B Term Loans...............................30
      2.4.  Incremental Term Loans..........................................31

Section 3.  AMOUNT AND TERMS OF REVOLVING COMMITMENTS.......................32
      3.1.  Revolving Commitments...........................................32
      3.2.  Procedure for Revolving Loan Borrowing..........................32
      3.3.  Swingline Commitment............................................33
      3.4.  Procedure for Swingline Borrowing; Refunding of
            Swingline Loans.................................................34
      3.5.  Commitment Fees, etc............................................35
      3.6.  Termination or Reduction of Revolving Commitments...............36
      3.7.  L/C Commitment..................................................36
      3.8.  Procedure for Issuance of Letters of Credit.....................37
      3.9.  Fees and Other Charges..........................................37
      3.10. L/C Participations..............................................37
      3.11. Reimbursement Obligation of the Borrower........................39
      3.12. Obligations Absolute............................................40
      3.13. Letter of Credit Payments.......................................40
      3.14. Applications....................................................41

Section 4.  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT....41
      4.1.  Optional Prepayments............................................41
      4.2.  Mandatory Prepayments...........................................41
      4.3.  Conversion and Continuation Options.............................43
      4.4.  Limitations on Eurocurrency Tranches............................44
      4.5.  Interest Rates and Payment Dates................................44
      4.6.  Computation of Interest and Fees................................44
      4.7.  Inability to Determine Interest Rate............................45
      4.8.  Pro Rata Treatment and Payments.................................46
      4.9.  Requirements of Law.............................................48
      4.10. Taxes...........................................................50
      4.11. Indemnity.......................................................52
      4.12. Change of Lending Office........................................53


                                       -i-

<PAGE>

                                                                          Page
                                                                          ----

      4.13. Replacement of Lenders..........................................53
      4.14. Evidence of Debt................................................53
      4.15. Illegality......................................................54
      4.16. Foreign Currency Exchange Rate..................................54

Section 5.  REPRESENTATIONS AND WARRANTIES..................................55
      5.1.  Financial Condition.............................................55
      5.2.  No Change.......................................................55
      5.3.  Corporate Existence; Compliance with Law........................55
      5.4.  Power; Authorization; Enforceable Obligations...................56
      5.5.  No Legal Bar....................................................56
      5.6.  Litigation......................................................56
      5.7.  No Default......................................................56
      5.8.  Ownership of Property; Liens....................................56
      5.9.  Intellectual Property...........................................57
      5.10. Taxes...........................................................57
      5.11. Federal Regulations.............................................57
      5.12. Labor Matters...................................................57
      5.13. ERISA...........................................................57
      5.14. Investment Company Act; Public Utility Holding Company
            Act; Other Regulations..........................................58
      5.15. Subsidiaries....................................................58
      5.16. [Reserved]......................................................58
      5.17. Environmental Matters...........................................58
      5.18. Accuracy of Information, etc....................................59
      5.19. Security Documents..............................................60
      5.20. Solvency........................................................60
      5.21. Senior Indebtedness.............................................60
      5.22. Regulation H....................................................60
      5.23. Material Contracts..............................................60
      5.24. Insurance.......................................................61

Section 6.  CONDITIONS PRECEDENT............................................61
      6.1.  Conditions to Initial Extension of Credit.......................61
      6.2.  Conditions to Each Extension of Credit..........................65

Section 7.  AFFIRMATIVE COVENANTS...........................................65
      7.1.  Financial Statements............................................65
      7.2.  Certificates; Other Information.................................66
      7.3.  Payment of Obligations..........................................67
      7.4.  Maintenance of Existence; Compliance............................67
      7.5.  Maintenance of Property; Insurance..............................67
      7.6.  Inspection of Property; Books and Records; Discussions..........67
      7.7.  Notices.........................................................68
      7.8.  Environmental Laws..............................................68
      7.9.  Additional Collateral, etc......................................69
      7.10. Further Assurances..............................................71

                                      -ii-

<PAGE>

                                                                          Page
                                                                          ----

      7.11. Use of Proceeds.................................................71
      7.12. Hedging Arrangements............................................72
      7.13. Acknowledgement and Consent.....................................72
      7.14. Lease Amendment.................................................72

Section 8.  NEGATIVE COVENANTS..............................................72
      8.1.  Financial Condition Covenants...................................72
      8.2.  Indebtedness....................................................73
      8.3.  Liens...........................................................74
      8.4.  Fundamental Changes.............................................76
      8.5.  Disposition of Property.........................................77
      8.6.  Restricted Payments.............................................77
      8.7.  Payment Blockage Notice.........................................78
      8.8.  Investments.....................................................78
      8.9.  Payments and Modifications of Certain Debt Instruments..........80
      8.10. Transactions with Affiliates....................................81
      8.11. Sales and Leasebacks............................................81
      8.12. Changes in Fiscal Periods.......................................82
      8.13. Negative Pledge Clauses.........................................82
      8.14. Clauses Restricting Subsidiary Distributions....................82
      8.15. Lines of Business...............................................83
      8.16. Hedge Agreements................................................83

Section 9.  EVENTS OF DEFAULT...............................................83

Section 10. THE AGENTS......................................................86
      10.1. Appointment.....................................................86
      10.2. Delegation of Duties............................................87
      10.3. Exculpatory Provisions..........................................87
      10.4. Reliance by Agents..............................................87
      10.5. Notice of Default...............................................88
      10.6. Non-Reliance on Agents and Other Lenders........................88
      10.7. Indemnification.................................................89
      10.8. Agent in Its Individual Capacity................................89
      10.9. Successor Administrative Agent..................................89
      10.10.Agents Generally................................................90
      10.11.Lead Arrangers and Syndication Agent............................90

Section 11. MISCELLANEOUS...................................................90
      11.1. Amendments and Waivers..........................................90
      11.2. Notices.........................................................92
      11.3. No Waiver; Cumulative Remedies..................................93
      11.4. Survival........................................................94
      11.5. Payment of Expenses and Taxes...................................94
      11.6. Successors and Assigns..........................................95
      11.7. Adjustments; Set-off............................................99
      11.8. Counterparts....................................................99


                                      -iii-

<PAGE>

                                                                          Page
                                                                          ----

      11.9.  Severability..................................................100
      11.10. Integration...................................................100
      11.11. GOVERNING LAW.................................................100
      11.12. Submission To Jurisdiction; Waivers...........................100
      11.13. Acknowledgments...............................................101
      11.14. Releases of Guarantees and Liens..............................101
      11.15. Confidentiality...............................................101
      11.16. WAIVERS OF JURY TRIAL.........................................102
      11.17. [Reserved]....................................................102
      11.18. Conversion of Currencies......................................102
      11.19. Interest Rate Limitation......................................102









                                      -iv-

<PAGE>

ANNEXES:
--------

A              Pricing Grid

SCHEDULES:
----------

1.1(a)         Mortgaged Property
1.1(b)         Specified Hedge Agreements
1.1(c)         Transfer Transactions

2.1            Commitments
3.7            Existing Letters of Credit
5.4            Consents, Authorization, Filings and Notices
5.6            Litigation
5.15(a)        Subsidiaries
5.15(b)        Outstanding Equity Commitments
5.19(a)        UCC Filing Jurisdictions
5.19(b)        Mortgage Filing Jurisdictions
5.22           Regulation H
5.23           Material Contracts
5.24           Insurance
8.2(d)         Existing Indebtedness
8.3(l)         Existing Liens
8.8(f)         Existing Investments
8.13(c)        Specified Contracts - Negative Pledge
8.13(d)        Specified Contracts - Prohibition of Assignment


EXHIBITS:
---------

A              Form of Guarantee and Collateral Agreement
B              Form of Compliance Certificate
C              Form of Closing Certificate
D              Form of Mortgage
E              Form of Assignment and Assumption
F-1            Form of Legal Opinion of Kramer Levin Naftalis & Frankel LLP
F-2            Form of Legal Opinion of Martin E. Schloss
G              Form of Exemption Certificate


                                      -v-


<PAGE>

            CREDIT AGREEMENT, dated as of December 23, 2004, among SCIENTIFIC
GAMES CORPORATION, a Delaware corporation, the several banks and other financial
institutions or entities from time to time parties to this Agreement, and
JPMORGAN CHASE BANK, N.A., as administrative agent.

            The parties hereto agree as follows:

                             Section 1. DEFINITIONS

1.1.  Defined Terms.As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

            "Adjustment Date":  as defined in the Pricing Grid.

            "Administrative Agent":  JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Lenders hereunder.

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

            "Affected Foreign Currency":  as defined in Section 4.7(c).

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

            "Agents":  the collective reference to the Syndication Agent and
the Administrative Agent, which term shall include, for purposes of
Section 10 only, the Issuing Lender.

            "Aggregate Exposure":  with respect to any Lender at any time, an
amount equal to (a) until the Effective Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Tranche B Term Loans,
(ii) the amount of such Lender's Revolving Commitments then in effect, and
(iii) if the Revolving Commitments of a Class have been terminated, the
amount of such Lender's Revolving Extensions of Credit of such Class then
outstanding.

            "Aggregate Exposure Percentage":  with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

            "Agreement":  this Credit Agreement.

            "Agreement Currency":  as defined in Section 11.19(b).


<PAGE>

            "Applicable Creditor":  as defined in Section 11.19(b).

            "Applicable Margin":  with respect to any Loan, a rate per annum
equal to the rate determined pursuant to the Pricing Grid.

            "Application":  an application, in such form as an Issuing Lender
may specify from time to time, requesting such Issuing Lender to open a
Letter of Credit.

            "Approved Fund":  with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans
and is managed or advised by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.

            "Asset Sale":  any Disposition of Property or series of related
Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c) or (d) of Section 8.5) that yields Net Cash Proceeds to
any Group Member (valued at the initial principal amount thereof in the case
of non-cash proceeds consisting of notes or other debt securities and valued
at fair market value in the case of other non-cash proceeds) in excess of
$5,000,000.

            "Assignee":  as defined in Section 11.6.

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

            "Available Revolving Commitment":  as to any Revolving Lender
under either Revolving Facility at any time, an amount equal to the excess,
if any, of (a) such Lender's Revolving Commitment under such Revolving
Facility then in effect over (b) such Lender's Revolving Extensions of Credit
under such Revolving Facility then outstanding; provided that, in calculating
any Dollar Revolving Lender's Revolving Extensions of Credit under the Dollar
Revolving Facility for the purpose of determining such Lender's Available
Revolving Commitment under the Dollar Revolving Facility pursuant to
Section 3.5, the aggregate principal amount of Swingline Loans then
outstanding shall be deemed to be zero.

            "Base Rate":  for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on
such day plus 0.50%.  For purposes hereof, "Prime Rate" shall mean the rate
of interest per annum publicly announced from time to time by the Reference
Lender as its prime rate in effect at its principal office in New York City.
Any change in the Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

            "Base Rate Loans":  Loans the rate of interest applicable to
which is based upon the Base Rate.

            "Benefitted Lender":  as defined in Section 11.7(a).


                                       2
<PAGE>

            "Board":  the Board of Governors of the Federal Reserve System of
the United States (or any successor).

            "Borrower":  Scientific Games Corporation, a Delaware corporation.

            "Borrowing Date":  any Business Day specified by the Borrower as
a date on which the Borrower requests the relevant Lenders to make Loans
hereunder.

            "Business":  as defined in Section 5.17(b).

            "Business Day":  a day other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law
to close; provided that (a) when used in connection with a Eurocurrency Loan,
the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in the applicable currency in the London
interbank market, (b) when used in connection with a Multicurrency Revolving
Loan denominated in a Foreign Currency, the term "Business Day" shall also
exclude any day on which banks in (i) the jurisdiction of the account to
which the proceeds of such Loan are to be disbursed and (ii) the jurisdiction
in which payments of principal of and interest on such Loan are to made are
authorized or required by law to close and (c) when used in connection with
any Loan denominated in Euro, the term "Business Day" shall also exclude any
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer System (TARGET) (or, if such clearing system ceases to be operative,
such other clearing system (if any) determined by the Administrative Agent to
be a suitable replacement) is not open for settlement of payment in Euro.

            "Calculation Date":  with respect to each Foreign Currency, the
fifteenth and last day of each calendar month (or, if such day is not a
Business Day, the next succeeding Business Day), provided that the second
Business Day preceding each Borrowing Date with respect to any Multicurrency
Revolving Loans denominated in a Foreign Currency shall also be a
"Calculation Date" with respect to such Foreign Currency.

            "Capital Expenditures":  for any period, with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries
for (a) the acquisition or leasing (pursuant to a capital lease) of fixed or
capital assets or additions to equipment (including replacements, capitalized
repairs and improvements during such period) that should be capitalized under
GAAP on a consolidated balance sheet of such Person and its Subsidiaries,
(b) the purchase or development of computer software or systems to the extent
such expenditures are capitalized on the consolidated balance sheet of the
Borrower and its Subsidiaries in conformity with GAAP and (c) deferred
installation costs; provided that Capital Expenditures shall not include
expenditures recorded as consideration paid in connection with acquisitions
permitted by Section 8.8(k) or any other related expenditure made
substantially contemporaneously therewith.

            "Capital Lease Obligations":  as to any Person, the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and,

                                       3
<PAGE>

 for the purposes of this Agreement, the amount of such obligations at
any time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

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

            "Cash Collateral Account":  as defined in Section 4.2(e).

            "Cash Equivalents":  (a) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States government or issued by
any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within one year from the date of acquisition;
(b) certificates of deposit, time deposits, eurodollar time deposits or
overnight bank deposits having maturities of six months or less from the date
of acquisition issued by any Lender or by any commercial bank organized under
the laws of the United States or any state thereof having combined capital
and surplus of not less than $500,000,000; (c) commercial paper of an issuer
rated at least A-1 by Standard & Poor's Ratings Services ("S&P") or P-1 by
Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent rating
by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than
30 days, with respect to securities issued or fully guaranteed or insured by
the United States government; (e) securities with maturities of one year or
less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision
or taxing authority of any such state, commonwealth or territory or by any
foreign government, the securities of which state, commonwealth, territory,
political subdivision, taxing authority or foreign government (as the case
may be) are rated at least A by S&P or A by Moody's; (f) securities with
maturities of six months or less from the date of acquisition backed by
standby letters of credit issued by any Lender or any commercial bank
satisfying the requirements of clause (b) of this definition; (g) shares of
Dollar denominated money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f)
of this definition or money market funds that (i) comply with the criteria
set forth in Securities and Exchange Conversion Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's
and (iii) have portfolio assets of at least $5,000,000,000; or (h) in the
case of Subsidiaries doing business outside of the United States,
substantially similar investments to those set forth in clauses (a) through
(g) above denominated in foreign currencies; provided that references to the
United States shall be deemed to mean foreign countries having a sovereign
rating of A or better from either S&P or Moody's.

            "Charges":  as defined in Section 11.20.

            "Class":  (a) when used in reference to any Loan or borrowing,
refers to whether such Loan, or the Loans constituting such borrowing, are
Dollar Revolving Loans, Multicurrency Revolving Loans, Tranche B Term Loans
or Swingline Loans, (b) when used in reference to any


                                       4
<PAGE>

Commitment, refers to whether such Commitment is a Dollar Revolving Commitment,
Multicurrency Revolving Commitment or Tranche B Term Commitment and (c) when
used in reference to any Lender refers to whether such Lender is a Dollar
Revolving Lender, Multicurrency Revolving Lender or Tranche B Term Lender.

            "Code":  the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral":  all Property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any
Security Document.

            "Commitment":  a Tranche B Term Commitment or a Revolving
Commitment.

            "Commitment Fee Rate":  0.50% per annum.

            "Commonly Controlled Entity":  an entity, whether or not
incorporated, that is under common control with the Borrower within the
meaning of Section 4001 of ERISA or is part of a group that includes the
Borrower and that is treated as a single employer under Section 414 of the
Code.

            "Compliance Certificate":  a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B.

            "Conduit Lender":  any special purpose entity organized and
administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written
instrument, subject to the consent of the Administrative Agent and the
Borrower (which consent shall not be unreasonably withheld); provided, that
the designation by any Lender of a Conduit Lender shall not relieve the
designating Lender of any of its obligations to fund a Loan under this
Agreement if, for any reason, its Conduit Lender fails to fund any such Loan,
and the designating Lender (and not the Conduit Lender) shall have the sole
right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and
provided, further, that no Conduit Lender shall (a) be entitled to receive
any greater amount pursuant to Section 4.9, 4.10, 4.11 or 11.5 than the
designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any
Commitment.

            "Confidential Information Memorandum":  the Confidential
Information Memorandum dated December 2004 and furnished to the Lenders.

            "Consolidated EBITDA":  for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the
sum of (a) income tax expense, (b) interest expense, amortization or
write-off of debt discount and debt issuance costs and commissions, discounts
and other fees and charges associated with Indebtedness (including the
Loans), (c) depreciation and amortization expense, (d) amortization of
intangibles (including, but not limited to, goodwill) and organization costs
and (e) any extraordinary charges or losses determined in accordance with
GAAP and minus, to the extent included in the statement of such Consolidated
Net Income for such period, the sum of (a) interest income and (b) any


                                       5
<PAGE>

extraordinary income or gains determined in accordance with GAAP.  For the
purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters (each, a "Reference Period") pursuant to any
determination of the Consolidated Leverage Ratio and the Consolidated Senior
Debt Ratio, (i) if at any time during such Reference Period the Borrower or
any Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such Reference Period or increased
by an amount equal to the Consolidated EBITDA (if negative) attributable
thereto for such Reference Period and (ii) if during such Reference Period
the Borrower or any Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA for such Reference Period shall be calculated after
giving pro forma effect thereto as if such Material Acquisition occurred on
the first day of such Reference Period.  For the purposes of calculating
Consolidated EBITDA for any Reference Period pursuant to any determination of
the Consolidated Fixed Charge Coverage Ratio, if at any time during such
Reference Period the Borrower or any Subsidiary shall have entered into any
New Contract, New Co-Operative Services Contract or New Pari-Mutuel Contract,
the Consolidated EBITDA for such Reference Period shall be calculated after
giving pro forma effect thereto as if such contract had been entered into on
the first day of such Reference Period.  As used in this definition,
"Material Acquisition" means any acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising all or
substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves the
payment of consideration by the Borrower and its Subsidiaries in excess of
$5,000,000; and "Material Disposition" means any Disposition of property or
series of related Dispositions of property that yields gross proceeds to the
Borrower or any of its Subsidiaries in excess of $5,000,000.

            "Consolidated Fixed Charge Coverage Ratio":  for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Fixed
Charges for such period.

            "Consolidated Fixed Charges":  for any period, the sum (without
duplication) of (a) Consolidated Interest Expense for such period,
(b) scheduled payments made during such period on account of principal of
Indebtedness of the Borrower or any of its Subsidiaries (including scheduled
principal payments in respect of the Tranche B Term Loans), (c) Capital
Expenditures of the Borrower and its Subsidiaries for such period and
(d) cash taxes actually paid by the Borrower and its Subsidiaries during such
period.

            "Consolidated Interest Expense":  for any period, total cash
interest expense (including that attributable to Capital Lease Obligations)
of the Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing and net costs under Hedge
Agreements in respect of interest rates to the extent such net costs are
allocable to such period in accordance with GAAP).

            "Consolidated Leverage Ratio":  as of the last day of any period,
the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.


                                       6
<PAGE>

            "Consolidated Net Income":  for any period, the consolidated net
income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP, provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date
it becomes a Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of
any Person (other than a Subsidiary of the Borrower) in which the Borrower or
any of its Subsidiaries has an ownership interest, except to the extent that
any such income is actually received by the Borrower or such Subsidiary in
the form of dividends or similar distributions and (c) the undistributed
earnings of any Subsidiary of the Borrower to the extent that the declaration
or payment of dividends or similar distributions by such Subsidiary is not at
the time permitted by the terms of any Contractual Obligation (other than
under any Loan Document) or Requirement of Law applicable to such Subsidiary.

            "Consolidated Senior Debt":  all Consolidated Total Debt other
than the Senior Subordinated Securities.

            "Consolidated Senior Debt Ratio":  as of the last day of any
period, the ratio of (a) Consolidated Senior Debt on such day to
(b) Consolidated EBITDA for such period.

            "Consolidated Total Debt":  at any date, the aggregate principal
amount of all Indebtedness of the Borrower and its Subsidiaries at such date,
determined on a consolidated basis and required to be reflected on the
Borrower's balance sheet in accordance with GAAP.

            "Continuing Directors":  the directors of the Borrower on the
Effective Date and each other director, if, in each case, such other
director's nomination for election to the board of directors of the Borrower
is recommended by a majority of the then Continuing Directors.

            "Contractual Obligation":  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.

            "Conversion Date":  any date on which either (a) an Event of
Default under Section 9(f) has occurred or (b) the Commitments shall have
been terminated prior to the Revolving Termination Date and/or the Loans
shall have been declared immediately due and payable, in either case pursuant
to Section 9.

            "Conversion Notice":  as defined in Section 2.1(b).

            "Converted Term Loan":  as defined in Section 2.1(b).

            "Convertible Debentures Options Transactions":  collectively, the
transactions in connection with the issuance of the Convertible Senior
Subordinated Debentures contemplated by (i) the letter agreements dated as of
December 1, 2004, between the Borrower and each of J.P. Morgan Securities
Inc., as agent for JPMorgan Chase Bank, N.A., London Branch, and Bear,
Stearns International Limited; (ii) the ISDA confirmations to be entered into
on or about the Effective Date between the Borrower and each of J.P. Morgan
Securities Inc., as agent for JPMorgan Chase Bank, N.A., London Branch, and
Bear, Stearns International Limited and the


                                       7
<PAGE>

related deemed 2002 ISDA Master Agreements as referred to therein; (iii) any
arrangements substantially the same as those referred to above that are entered
into in connection with the exercise of the underwriters' "green shoe" option in
respect of the offering of the Convertible Senior Subordinated Debentures; and
(iv) any other documents relating to the matters referenced in clauses (i), (ii)
or (iii) above.

            "Convertible Senior Subordinated Debentures":  the unsecured
Convertible Senior Subordinated Debentures due 2024 of the Borrower to be
issued on or about the Effective Date in an aggregate principal amount of
$250,000,000 plus any amounts issued in connection with the exercise of any
"green shoe" option granted to the underwriters thereof in connection with
the initial issuance.

            "Default":  any of the events specified in Section 9, whether or
not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

            "Disposition":  with respect to any Property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof.  The terms "Dispose" and "Disposed of" shall have correlative
meanings.

            "Dollar Equivalent":  at any time as to any amount denominated in
a Foreign Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Exchange Rate for the
purchase of Dollars with such Foreign Currency on the most recent Calculation
Date for such Foreign Currency.

            "Dollar L/C Obligations":  at any time, an amount equal to the
sum of (a) the aggregate then undrawn and unexpired amount of the then
outstanding Dollar Letters of Credit and (b) the aggregate amount of drawings
under Dollar Letters of Credit that have not then been reimbursed pursuant to
Section 3.11.

            "Dollar Letters of Credit":  as defined in Section 3.7(a).

            "Dollar Revolving Commitment":  as to any Lender, the obligation
of such Lender, if any, to make Dollar Revolving Loans and participate in
Swingline Loans and Dollar Letters of Credit in an aggregate principal and/or
face amount not to exceed the amount set forth under the heading "Dollar
Revolving Commitment" with respect to such Lender on Schedule 2.1 or in the
Assignment and Assumption pursuant to which such Lender became a party to
this Agreement, as the same may be changed from time to time pursuant to the
terms hereof.  The original aggregate amount of the Dollar Revolving
Commitments is $200,000,000.

            "Dollar Revolving Extensions of Credit":  as to any Dollar
Revolving Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of Dollar Revolving Loans held by such Lender then
outstanding, (b) such Lender's Dollar Revolving Percentage of the Dollar L/C
Obligations then outstanding and (c) such Lender's Dollar Revolving
Percentage of the aggregate principal amount of Swingline Loans then
outstanding.

            "Dollar Revolving Facility":  the credit facility represented by
the Dollar Revolving Commitments and Dollar Revolving Extensions of Credit.


                                       8
<PAGE>

            "Dollar Revolving Lender":  each Lender that has a Dollar
Revolving Commitment or any Dollar Revolving Extensions of Credit.

            "Dollar Revolving Loans":  as defined in Section 3.1(a).

            "Dollar Revolving Percentage":  as to any Dollar Revolving Lender
at any time, the percentage which such Lender's Dollar Revolving Commitment
then constitutes of the Total Dollar Revolving Commitments (or, at any time
after the Dollar Revolving Commitments shall have expired or terminated, the
percentage which such Lender's Dollar Revolving Extensions of Credit then
outstanding constitutes of the Total Dollar Revolving Extensions of Credit
then outstanding of all Dollar Revolving Lenders).

            "Dollars" and "$":  dollars in lawful currency of the United
States.

            "Domestic Subsidiary":  any Subsidiary of the Borrower organized
under the laws of any jurisdiction within the United States; provided that
any such Subsidiary that is directly owned by a Foreign Subsidiary shall be
deemed not to be a "Domestic Subsidiary" (and thus shall be deemed to be a
Foreign Subsidiary) if and for so long as, in the Borrower's reasonable
judgment, there would be any adverse tax consequences to, or otherwise
financially disadvantageous for, the Borrower and its Subsidiaries if such
Subsidiary were to be treated as a "Domestic Subsidiary" under the Loan
Documents.

            "Effective Date":  the date on which the conditions precedent set
forth in Section 6.1 shall have been satisfied.

            "Environmental Laws":  any and all laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, binding agreement,
judgments, or requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to, or
imposing liability or standards of conduct concerning pollution or protection
of human health or the environment, as have been, are now, or may at any time
hereafter be in effect.

            "ERISA":  the Employee Retirement Income Security Act of 1974, as
amended from time to time.

            "Eurocurrency Base Rate":  with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, the rate per annum
determined on the basis of the rate for deposits in Dollars (or, in the case
of a Eurocurrency Loan that is a Multicurrency Revolving Loan denominated in
a Foreign Currency, the applicable Foreign Currency) for a period equal to
such Interest Period commencing on the first day of such Interest Period
appearing on Page 3750 (or on the Page for the applicable Foreign Currency)
of the Telerate screen as of 11:00 A.M., London time, two Business Days prior
to the beginning of such Interest Period (or, in the case of Eurocurrency
Loans denominated in British Pounds Sterling, the relevant Page of the
Telerate screen as of 11:00 A.M., London time, on the first day of such
Interest Period).  In the event that such rate does not appear on Page 3750
(or on the Page for the applicable Foreign Currency) of the Telerate screen
(or otherwise on such screen), the "Eurocurrency Base Rate" shall be
determined by reference to such other comparable publicly available service
for displaying


                                       9
<PAGE>

Eurocurrency rates as may be selected by the Administrative Agent or, in the
absence of such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits (or, in the case of a
Eurocurrency Loan that is a Multicurrency Revolving Loan denominated in a
Foreign Currency, deposits in the applicable Foreign Currency) at or about 11:00
A.M., local time, two Business Days prior to the beginning of such Interest
Period in the interbank eurocurrency market where its eurocurrency and foreign
currency and exchange operations are then being conducted for delivery on the
first day of such Interest Period for the number of days comprised therein.

            "Eurocurrency Loans":  Loans the rate of interest applicable to
which is based upon the Eurocurrency Rate.

            "Eurocurrency Rate":  with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, a rate per annum
determined for such day in accordance with the following formula (rounded
upward to the nearest 1/100th of 1%):

                             Eurocurrency Base Rate
                     ---------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

            "Eurocurrency Reserve Requirements":  for any day as applied to a
Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such
day (including any special, supplemental, marginal or emergency reserves)
under any regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D of the Board) maintained by a member bank of the
Federal Reserve System.  Such reserve requirements shall include those
imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation. The Eurocurrency Reserve
Requirements shall be adjusted automatically on and as of the effective date
of any change in any reserve requirement.

            "Eurocurrency Tranche":  with respect to any Facility, the
collective reference to Eurocurrency Loans in the same currency under such
Facility the then current Interest Periods with respect to all of which begin
on the same date and end on the same later date (whether or not such Loans
shall originally have been made on the same day).

            "Event of Default":  any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

            "Exchange Act":  as defined in Section 9(k).

            "Exchange Rate":  on any day, with respect to any currency (the
"specified currency"), the rate at which such specified currency may be
exchanged into any other relevant currency (the "exchange currency"), as set
forth at approximately 11:00 A.M., London time, on


                                       10
<PAGE>

such date on the Reuters World Currency Page for such currency. In the event
that such rate does not appear on any Reuters World Currency Page, the Exchange
Rate shall be determined by reference to such other publicly available service
for displaying exchange rates as may be agreed upon by the Administrative Agent
and the Borrower, or, in the absence of such agreement, such Exchange Rate shall
instead be the arithmetic average of the spot rates of exchange of the
Administrative Agent in the market where its foreign currency exchange
operations in respect of such specified currency are then being conducted, at or
about 10:00 A.M., local time, on such date for the purchase of such exchange
currency with the relevant specified currency for delivery two Business Days
later; provided that if at the time of any such determination, for any reason,
no such spot rate is being quoted, the Administrative Agent, after consultation
with the Borrower, may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be presumed correct absent
manifest error.

            "Excluded Indebtedness":  all Indebtedness permitted by
clauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Section 8.2.

            "Existing Credit Agreement":  the Amended and Restated Credit
Agreement, dated as of November 6, 2003 (as amended, supplemented or
otherwise modified prior to the date hereof), among the Borrower, the several
banks and other financial institutions from time to time parties thereto,
Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner, Deutsche
Bank Securities Inc. and Credit Suisse First Boston, as co-arrangers and
co-documentation agents, Bear Stearns Corporate Lending Inc., as syndication
agent, and The Bank of New York, as administrative agent.

            "Existing Letters of Credit":  the letters of credit listed on
Schedule 3.7 that are outstanding on the Effective Date.

            "Existing Subordinated Notes":  the unsecured Senior Subordinated
Notes due 2010 of the Borrower issued on August 14, 2000 pursuant to the
indenture dated as of August 14, 2000, as amended and supplemented.

            "Existing Term Loans":  as defined in Section 2.1(b).

            "Expenditure Use Amounts":  at any date, the amount equal to the
sum of all amounts utilized by the Borrower and its Subsidiaries on and after
the Effective Date to make Restricted Payments or to pay, prepay, repurchase
or redeem or otherwise optionally or voluntarily defease or segregate funds
with respect to Senior Subordinated Securities, in each case in reliance on
the Permitted Expenditure Amount.

            "Facility":  each of (a) the Tranche B Term Commitments and the
Tranche B Term Loans made thereunder (the "Tranche B Term Facility"), (b) the
Dollar Revolving Facility and (c) the Multicurrency Revolving Facility.

            "Federal Funds Effective Rate":  for any day, the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve


                                       11
<PAGE>

Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for the day of such transactions
received by the Reference Lender from three federal funds brokers of recognized
standing selected by such Reference Lender.

            "Fee Payment Date":  the last day of each March, June, September
and December and the last day of the Revolving Commitment Period (or, in
respect of either Class of Revolving Commitments, on such earlier date as the
Revolving Commitments of such Class shall terminate as provided herein).

            "Foreign Currency":  (a) with respect to any Multicurrency
Revolving Loan or Multicurrency Revolving Letter of Credit, each of British
Pounds Sterling, Euro and any other currency approved by the Multicurrency
Revolving Lenders or the relevant Issuing Lender, as applicable, and the
Administrative Agent, provided that the Eurocurrency Base Rate applicable to
Multicurrency Revolving Loans denominated in a Foreign Currency approved
after the Effective Date may be amended as agreed by the Multicurrency
Revolving Lenders, the Administrative Agent and the Borrower and (b) solely
with respect to any Multicurrency Revolving Letter of Credit issued by
JPMorgan Chase Bank, N.A., each of British Pounds Sterling, Euro and Canadian
Dollars, and, to the extent available, Chilean Pesos, Swiss Francs, New
Israeli Shekels, Turkish Liras and Indian Rupees.

            "Foreign Currency Equivalent":  at any time as to any amount
denominated in Dollars, the equivalent amount in the relevant Foreign
Currency or Currencies as determined by the Administrative Agent at such time
on the basis of the Exchange Rate for the purchase of such Foreign Currency
or Currencies with Dollars on the date of determination thereof.

            "Foreign Holdco":  as defined in Section 8.8(j).

            "Foreign Holdco Subsidiary":  as defined in Section 8.8(j).

            "Foreign Subsidiary":  any Subsidiary of the Borrower that is not
a Domestic Subsidiary.

            "Funding Office":  the office of the Administrative Agent
specified in Section 11.2, or such other office as may be specified from time
to time by the Administrative Agent as its funding office by written notice
to the Borrower and the Lenders.

            "GAAP":  generally accepted accounting principles in the United
States as in effect from time to time.  In the event that any Accounting
Change (as defined below) shall occur and such change results in a change in
the method of calculation of financial covenants, standards or terms in this
Agreement, then, at any time, the Borrower (by notice to the Administrative
Agent) may, or the Administrative Agent, the Syndication Agent or the
Required Lenders (in each case, by notice to the Borrower) may, elect to
require negotiations in order to amend such provisions of this Agreement so
as to equitably reflect such Accounting Changes with the desired result that
the criteria for evaluating the Borrower's financial condition shall be the
same after such Accounting Changes as if such Accounting Changes had not been
made.  In the event of any such election, then, until such time as such an
amendment shall have been


                                       12
<PAGE>

executed and delivered by the Borrower, Administrative Agent and the Required
Lenders (or the electing party has rescinded its election), all financial
covenants, standards and terms in this Agreement shall continue to be calculated
or construed as if such Accounting Changes had not occurred. "Accounting
Changes" refers to (a) changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board, the Emerging Issues Task Force or, if applicable,
the SEC or (b) changes in the application of GAAP from the application used in
preparation of the Borrower's audited financial statements for its fiscal year
ended December 31, 2003.

            "Gaming Approval":  any and all approvals, authorizations,
consents, rulings, orders or directives of any Governmental Authority
(i) necessary, as of the Effective Date, to enable the Group Members to
engage in the lottery, gambling, horse racing or gaming business or otherwise
continue to conduct its business as it is conducted on the Effective Date,
(ii) that regulates gaming in any jurisdiction in which the Group Members
conduct gaming activities and has jurisdiction over such persons (including
any successors to any of them) or (iii) necessary, as of the Effective Date,
to accomplish the transactions contemplated hereby.

            "Gaming Authority":  as to any Person, any governmental agency,
authority, board, bureau, commission, department, office or instrumentality
with regulatory, licensing or permitting authority or jurisdiction over any
gaming business or enterprise or any Gaming Facility, or with regulatory,
licensing or permitting authority or jurisdiction over any gaming operation
(or proposed gaming operation) owned, managed or operated by any Group Member.

            "Gaming Facility":  as to any Person, any lottery operation,
gaming establishment and other property or assets directly ancillary thereto
or used in connection therewith, including, without limitation, any casinos,
hotels, resorts, race tracks, off-track wagering sites and other recreation
and entertainment facilities owned, managed or operated by any Group Member.

            "Gaming Laws":  as to any Person, (a) constitutions, treaties,
statutes or laws governing Gaming Facilities (including, without limitation,
pari-mutuel race tracks) and rules, regulations, codes and ordinances of, and
all administrative or judicial orders or decrees or other laws pursuant to
which, any Gaming Authority possesses regulatory, licensing or permit
authority over gambling, gaming or Gaming Facility activities conducted by
any Group Member within its jurisdiction, (b) Gaming Approvals and
(c) orders, decisions, determinations, judgments, awards and decrees of any
Gaming Authority.

            "Governmental Authority":  any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

            "Group Members":  the collective reference to the Borrower and
its Subsidiaries.


                                       13
<PAGE>

            "Guarantee and Collateral Agreement":  the Guarantee and
Collateral Agreement to be executed and delivered by the Borrower and each
Subsidiary Guarantor, substantially in the form of Exhibit A.

            "Guarantee Obligation":  as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) to induce the creation of
which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary
obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (1) for the purchase or payment of
any such primary obligation or (2) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless the owner of
any such primary obligation against loss in respect thereof; provided,
however, that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be
deemed to be the lower of (a) an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such
Guarantee Obligation, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or
determinable, in which case the amount of such Guarantee Obligation shall be
such guaranteeing person's maximum reasonably anticipated liability in
respect thereof as determined by the Borrower in good faith.

            "Hedge Agreements":  any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions;
provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers,
employees or consultants of the Borrower or the Subsidiaries shall be a Hedge
Agreement.

            "Indebtedness":  of any Person at any date, without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person for the deferred purchase price of property or services (other
than current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all Capital Lease


                                       14
<PAGE>

Obligations of such Person, (f) all obligations of such Person, contingent or
otherwise, as an account party or applicant under or in respect of
acceptances, letters of credit, surety bonds or similar arrangements, (g) the
liquidation value of all mandatorily redeemable preferred Capital Stock of
such Person, (h) all Guarantee Obligations of such Person in respect of
obligations of the kind referred to in clauses (a) through (g) above and
(i) all obligations of the kind referred to in clauses (a) through (h) above
secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any Lien on Property (including
accounts and contract rights) owned by such Person, whether or not such
Person has assumed or become liable for the payment of such obligation.  The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness expressly provide that such Person is not liable
therefor.

            "Indemnified Liabilities":  as defined in Section 11.5.

            "Indemnitee":  as defined in Section 11.5.

            "Ineligible Assignee":  any Person that is (a) to the extent
required under applicable Gaming Laws, a Person who is not registered or
licensed with, approved, qualified or found suitable by, or has been
disapproved, denied a license, qualification or approval or found unsuitable
(whichever may be required under applicable Gaming Laws) or (b) a competitor
of the Borrower or an affiliate or related entity of any such competitor.

            "Insolvency":  with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

            "Insolvent":  pertaining to a condition of Insolvency.

            "Intellectual Property":  the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, technology, know-how and processes, and all rights to sue
at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.

            "Interest Payment Date":  (a) as to any Base Rate Loan (other
than a Swingline Loan), the last day of each March, June, September and
December to occur while such Loan is outstanding and the final maturity date
of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of
three months or less, the last day of such Interest Period, (c) as to any
Eurocurrency Loan having an Interest Period longer than three months, each
day that is three months, or a whole multiple thereof, after the first day of
such Interest Period and the last day of such Interest Period, (d) as to any
Loan (other than any Dollar Revolving Loan that is a Base Rate Loan and is
prepaid prior to the end of the Revolving Commitment Period), the date of any
repayment or prepayment made in respect thereof and (e) as to any Swingline
Loan, the day that such Loan is required to be repaid.


                                       15
<PAGE>

            "Interest Period":  as to any Eurocurrency Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may
be, with respect to such Eurocurrency Loan and ending one, two, three or six
months thereafter, or, if available from all participating Lenders, nine or
12 months thereafter, as selected by the Borrower in its notice of borrowing
or notice of conversion, as the case may be, given with respect thereto; and
(b) thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Eurocurrency Loan and ending one, two,
three or six months thereafter, or, if available from all participating
Lenders, nine or 12 months thereafter, as selected by the Borrower by
irrevocable notice to the Administrative Agent not later than 11:00 A.M., New
York City time, three Business Days prior to the last day of the then current
Interest Period with respect thereto; provided that all of the foregoing
provisions relating to Interest Periods are subject to the following:

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

         (ii)  the Borrower may not select an Interest Period under a particular
      Facility that would extend beyond the Revolving Termination Date (in the
      case of a Revolving Facility) or beyond the date final payment is due on
      the Tranche B Term Loans, as the case may be; and

        (iii)  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 a calendar month.

            "Investments":  as defined in Section 8.8.

            "Issuing Lender":  JPMorgan Chase Bank, N.A., in its capacity as
issuer of Letters of Credit hereunder, The Bank of New York, in its capacity
as issuer of the Existing Letters of Credit and other Letters of Credit, and
their respective successors or any other Revolving Lender under the relevant
Revolving Facility from time to time designated by the Borrower as an Issuing
Lender under such Revolving Facility with the consent of such Revolving
Lender and the Administrative Agent.  An Issuing Lender may, in its
discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Lender, in which case the term "Issuing Lender"
shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.

            "Judgment Currency":  as defined in Section 11.19(b).

            "L/C Commitment":  $200,000,000.

            "L/C Disbursement":  the amount of a drawing under a Letter of
Credit that has not then been reimbursed pursuant to Section 3.11.

                                       16

<PAGE>


            "L/C Fee Payment Date":  the last day of each March, June,
September and December and the last day of the Revolving Commitment Period.

            "L/C Obligations":  Dollar L/C Obligations and Multicurrency L/C
Obligations.

            "L/C Participants":  with respect to any Letter of Credit issued
under a Revolving Facility or L/C Disbursement thereunder, the collective
reference to all the Revolving Lenders under such Revolving Facility other
than the Issuing Lender that issued such Letter of Credit.

            "Lead Arrangers":  J.P. Morgan Securities Inc. and Bear, Stearns
& Co. Inc., in their capacities as joint lead arrangers and joint bookrunners
for each Facility.

            "Lender Affiliate":  (a) any Affiliate of any Lender, (b) any
Person that is administered or managed by any Lender and that is engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and
(c) with respect to any Lender which is a fund that invests in commercial
loans and similar extensions of credit, any other fund that invests in
commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such
Lender or investment advisor.

            "Lenders":  the Persons listed on Schedule 2.1 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption; provided that, unless the context
otherwise requires, each reference herein to the Lenders shall be deemed to
include any Swingline Lender, Issuing Lender or Conduit Lender.

            "Letter of Credit":  a Dollar Letter of Credit or a Multicurrency
Letter of Credit.

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

            "Loan":  any loan made by any Lender pursuant to this Agreement.

            "Loan Documents":  this Agreement, the Security Documents and the
Notes.

            "Loan Parties":  each Group Member that is a party to a Loan
Document.

            "Majority Facility Lenders":  with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the
Tranche B Term Loans or the Total Revolving Extensions of Credit, as the case
may be, outstanding under such Facility (or, in the case of a Revolving
Facility, prior to any termination of the Revolving Commitments thereunder,
the holders of more than 50% of the Total Revolving Commitments thereunder).


                                       17
<PAGE>

            "Material Adverse Effect":  a material adverse effect on (a) the
business, assets, property, condition (financial or otherwise), results of
operations or prospects of the Borrower and its Subsidiaries, taken as a
whole or (b) the validity or enforceability of this Agreement or any of the
other Loan Documents or the rights or remedies of the Agents or the Lenders
hereunder or thereunder.

            "Material Contract":  each contract of the Group Members
described on Schedule 5.23.

            "Material Indebtedness":  Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedge
Agreements, of the Borrower or any Subsidiary in an aggregate principal
amount exceeding $5,000,000.  For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of the Borrower or
any Subsidiary in respect of any Hedge Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Hedge Agreement
were terminated at such time.

            "Materials of Environmental Concern":  any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products, asbestos
or asbestos-containing material, polychlorinated biphenyls, urea-formaldehyde
insulation, any hazardous or toxic substances, materials or wastes, defined
as such or regulated pursuant to any applicable Environmental Laws, and any
other substances that could reasonably be expected to result in liability
under any applicable Environmental Laws.

            "Maximum Rate":  as defined in Section 11.20.

            "Mortgaged Properties":  the real properties listed on
Schedule 1.1(a), as to which the Administrative Agent for the benefit of the
Lenders shall be granted a Lien pursuant to the Mortgages.

            "Mortgages":  each of the mortgages and deeds of trust, as
applicable, made by any Loan Party in favor of, or for the benefit of, the
Administrative Agent for the benefit of the Lenders, substantially in the
form of Exhibit D (with such changes thereto as shall be advisable under the
law of the jurisdiction in which such mortgage or deed of trust is to be
recorded).

            "Multicurrency L/C Obligations":  at any time, an amount equal to
the sum of (a) the aggregate then undrawn and unexpired amount of the then
outstanding Multicurrency Letters of Credit (including the Dollar Equivalent
of Multicurrency Letters of Credit issued in Foreign Currencies) and (b) the
aggregate amount of drawings under Multicurrency Letters of Credit (including
the Dollar Equivalent of Multicurrency Letters of Credit issued in Foreign
Currencies to the extent such amounts have not been converted to Dollars in
accordance with the terms hereof) that have not then been reimbursed pursuant
to Section 3.11.

            "Multicurrency Letters of Credit":  as defined in Section 3.7(a).

            "Multicurrency Revolving Commitment":  as to any Multicurrency
Revolving Lender, the obligation of such Lender, if any, to make
Multicurrency Revolving Loans and


                                       18
<PAGE>

participate in Multicurrency Letters of Credit in an aggregate principal and/or
face amount (based on Dollar Equivalents, in the case of amounts denominated in
Foreign Currencies) not to exceed the amount set forth under the heading
"Multicurrency Revolving Commitment" with respect to such Lender on Schedule 2.1
or in the Assignment and Assumption pursuant to which such Lender became a party
to this Agreement, as the same may be changed from time to time pursuant to the
terms hereof. The original aggregate amount of the Multicurrency Revolving
Commitments is $50,000,000.

            "Multicurrency Revolving Extensions of Credit":  as to any
Multicurrency Revolving Lender at any time, an amount equal to the sum of
(a) the aggregate principal amount of all Multicurrency Revolving Loans
denominated in Dollars held by such Lender then outstanding, (b) such
Lender's Multicurrency Revolving Percentage of the Multicurrency L/C
Obligations then outstanding and (c) such Lender's Multicurrency Revolving
Percentage of the Dollar Equivalent of the aggregate principal amount of
Multicurrency Revolving Loans denominated in Foreign Currencies then
outstanding.

            "Multicurrency Revolving Facility":  the credit facility
represented by the Multicurrency Revolving Commitments and the Multicurrency
Revolving Extensions of Credit.

            "Multicurrency Revolving Lender":  each Lender that has a
Multicurrency Revolving Commitment or any Multicurrency Revolving Extensions
of Credit.

            "Multicurrency Revolving Loans":  as defined in Section 3.1(a).

            "Multicurrency Revolving Percentage":  as to any Multicurrency
Revolving Lender at any time, the percentage which such Lender's
Multicurrency Revolving Commitment then constitutes of the Total
Multicurrency Revolving Commitments (or, at any time after the Multicurrency
Revolving Commitments shall have expired or terminated, the percentage which
the aggregate principal amount of such Lender's Multicurrency Revolving
Extensions of Credit then outstanding constitutes of the Total Multicurrency
Revolving Extensions of Credit then outstanding of all Multicurrency
Revolving Lenders).

            "Multiemployer Plan":  a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

            "Net Cash Proceeds":  (a) in connection with any Asset Sale or
any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment
of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or by the Disposition of any non-cash consideration
received in connection therewith or otherwise, but only as and when received)
of such Asset Sale or Recovery Event, net of attorneys' fees, accountants'
fees, investment banking fees, brokers' fees, amounts required to be applied
to the repayment of Indebtedness secured by a Lien expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery
Event (other than any Lien pursuant to a Security Document) and other
customary fees and expenses actually incurred in connection therewith and net
of taxes paid or reasonably estimated to be payable as a result thereof
(after taking into account any available tax credits or


                                       19
<PAGE>

deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash
proceeds received from such issuance or incurrence, net of attorneys' fees,
investment banking fees, accountants' fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith.

            "New Co-Operative Services Contract":  any new contract relating
to the establishment and operation of a co-operative service instant ticket
lottery with a customer for whom neither the Borrower nor any of its
Subsidiaries operated a co-operative service instant ticket lottery on or
prior to the date such contract is entered into or any new contract relating
to a co-operative service instant ticket lottery with an existing customer of
the Borrower or any of its Subsidiaries that was entered into in accordance
with normal jurisdictional laws regarding "request for proposal" procedures,
provided that such contract shall cease to be a New Co-Operative Services
Contract on the date on which the Borrower or such Subsidiary commences
"commercial operations" under such contract.

            "New On-Line Contract":  any new contract relating to the
establishment and operation of an on-line lottery system with a customer for
whom neither the Borrower nor any of its Subsidiaries operated an on-line
lottery system on or prior to the date such contract is entered into or any
new contract relating to an on-line lottery system with an existing customer
of the Borrower or any of its Subsidiaries that was entered into in
accordance with normal jurisdictional laws regarding "request for proposal"
procedures; provided that, such contract shall cease to be a New On-Line
Contract on the date on which the Borrower or such Subsidiary commences
"commercial operations" under such contract.

            "New Pari-Mutuel Contract":  a new contract relating to the
establishment and operation of a pari-mutuel wagering system at a horse
track, dog track or off-track betting facility where neither the Borrower nor
any of its Subsidiaries previously operated a pari-mutuel wagering system,
provided that such contract shall cease to be a New Pari-Mutuel Contract on
the date on which the Borrower or such Subsidiary commences "commercial
operations" under such contract.

            "Non-Excluded Taxes":  as defined in Section 4.10(a).

            "Non-Guarantor Subsidiary":  any Subsidiary that is not a
Subsidiary Guarantor.

            "Non-U.S. Lender":  as defined in Section 4.10(d).

            "Notes":  the collective reference to any promissory note
evidencing Loans.

            "Obligations":  the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and
Reimbursement Obligations and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the
Loans and all other obligations and liabilities of the Borrower to any Agent
or to any Lender (or, in the case of Specified Hedge Agreements, any


                                       20
<PAGE>

affiliate of any Lender or any counterparty to a Specified Hedge Agreement
set forth on Schedule 1.1(b)), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, this Agreement, any
other Loan Document, the Letters of Credit, any Specified Hedge Agreement or
any other document made, delivered or given in connection herewith or
therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges
and disbursements of counsel to any Agent or to any Lender that are required
to be paid by the Borrower pursuant to this Agreement) or otherwise; provided
that (i) obligations of the Borrower or any Subsidiary under any Specified
Hedge Agreement shall be secured and guaranteed pursuant to the Security
Documents only to the extent that, and for so long as, the other Obligations
are so secured and guaranteed and (ii) any release of Collateral or
Subsidiary Guarantors effected in the manner permitted by this Agreement
shall not require the consent of holders of obligations under Specified Hedge
Agreements.

            "Other Taxes":  any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or
any other Loan Document.

            "Participant":  as defined in Section 11.6(c).

            "PBGC":  the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

            "Perfection Certificate":  as defined in the Guarantee and
Collateral Agreement.

            "Permitted Acquisition":  as to any Person, (a) the acquisition
by such Person of the Capital Stock of another Person which is primarily
engaged in the same or related line of business of the Borrower and its
Subsidiaries (or any other Person that is engaged in a business that is a
reasonable extension of the business of the Borrower and its Subsidiaries and
that utilizes the same or similar technology as that used by the Borrower and
its Subsidiaries immediately prior to such acquisition) so long as following
such acquisition such other Person becomes a Subsidiary of such Person or
(b) the acquisition by such Person of all or substantially all of the assets
of another Person or all or substantially all of the assets constituting a
division or business unit of another Person.

            "Permitted Expenditure Amount":  at any date, the amount equal to
(a) the sum of (i) (A) 50% of the amount of Consolidated Net Income for each
quarterly period ended after the Effective Date for which financial
statements have been delivered pursuant to Section 7.1 to the extent the
Consolidated Net Income for such period is positive less (B) 100% of the
amount of Consolidated Net Income for each quarterly period ended after the
Effective Date for which financial statements have been delivered pursuant to
Section 7.1 to the extent the Consolidated Net Income for such period is
negative (in no event shall the amount in this clause (i) be less than zero);
(ii) (A) 100% of the Net Cash Proceeds received by the Borrower from the sale
of Capital Stock of the Borrower (other than to a Group Member) during the
period beginning on the Effective Date and ending on such date less (B) any
amounts required to be applied to prepay


                                       21
<PAGE>

the Loans pursuant to Section 4.2(a); and (iii) $5,000,000, minus (b) the
aggregate amount of Expenditure Use Amounts as of such date.

            "Person":  an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of
whatever nature.

            "Plan":  at a particular time, any employee benefit plan that is
covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

            "Pricing Grid":  the pricing grid attached to this Agreement as
Annex A.

            "Projections":  as defined in Section 7.2(c).

            "Property":  any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.

            "Recovery Event":  any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating
to any asset of any Group Member.

            "Reference Lender":  JPMorgan Chase Bank, N.A.

            "Refunded Swingline Loans":  as defined in Section 3.4.

            "Refunding Date":  as defined in Section 3.4.

            "Register":  as defined in Section 11.6.

            "Regulation U":  Regulation U of the Board as in effect from time
to time.

            "Reimbursement Obligation":  the obligation of the Borrower to
reimburse each Issuing Lender pursuant to Section 3.11 for amounts drawn
under Letters of Credit issued by such Issuing Lender.

            "Reinvestment Deferred Amount":  with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by any Group Member in
connection therewith that are not applied to prepay the Tranche B Term Loans
pursuant to Section 4.2(c) as a result of the delivery of a Reinvestment
Notice.

            "Reinvestment Event":  any Asset Sale or Recovery Event in
respect of which the Borrower has delivered a Reinvestment Notice.


                                       22
<PAGE>

            "Reinvestment Notice":  a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that the Borrower (directly or indirectly through a
Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of an Asset Sale or Recovery Event to make a Permitted
Acquisition or to acquire or repair fixed or capital assets or develop
software useful in its business, provided that the cost of any such software
development is capitalized on the Borrower's balance sheet in accordance with
GAAP.

            "Reinvestment Prepayment Amount":  with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less
any amount expended prior to the relevant Reinvestment Prepayment Date to
make a Permitted Acquisition or to acquire or repair fixed or capital assets
or develop software useful in its business, provided that the cost of any
such software development is capitalized on the Borrower's balance sheet in
accordance with GAAP.

            "Reinvestment Prepayment Date":  with respect to any Reinvestment
Event, the earlier of (a) the date occurring twelve months after such
Reinvestment Event and (b) the date on which the Borrower shall have
determined not to, or shall have otherwise ceased to, acquire or repair fixed
or capital assets or develop software useful in its business or make a
Permitted Acquisition with all or any portion of the relevant Reinvestment
Deferred Amount.

            "Related Parties":  with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees,
agents, and advisors and trustees of such Person and such Person's Affiliates.

            "Reorganization":  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.

            "Reportable Event":  any of the events set forth in
Section 4043(c) of ERISA, other than those events as to which the 30 day
notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34
or .35 of PBGC Reg. ss. 4043.

            "Required Lenders":  at any time, the holders of more than 50% of
the sum of (a) the aggregate unpaid principal amount of the Tranche B Term
Loans then outstanding and (b) the Total Revolving Commitments then in effect
(and, if the Revolving Commitments under a Revolving Facility have been
terminated, the Total Revolving Extensions of Credit under such Revolving
Facility then outstanding).

            "Requirement of Law":  as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

            "Reset Date":  as defined in Section 4.16(a).

                                       23
<PAGE>

            "Responsible Officer":  the chief executive officer, president,
general counsel, chief financial officer or the treasurer of the Borrower,
but in any event, with respect to financial matters, the chief financial
officer or the treasurer of the Borrower.

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

            "Revolving Commitment":  a Dollar Revolving Commitment or a
Multicurrency Revolving Commitment.

            "Revolving Commitment Period":  the period from and including the
Effective Date to the Revolving Termination Date.

            "Revolving Extensions of Credit":  Dollar Revolving Extensions of
Credit or Multicurrency Revolving Extensions of Credit (or both), as
applicable.

            "Revolving Facility":  the Dollar Revolving Facility or the
Multicurrency Revolving Facility.

            "Revolving Lender":  a Dollar Revolving Lender or a Multicurrency
Revolving Lender.

            "Revolving Loan":  a Dollar Revolving Loan or a Multicurrency
Revolving Loan.

            "Revolving Percentage":  a Dollar Revolving Percentage or a
Multicurrency Revolving Percentage, as applicable.

            "Revolving Termination Date":  December 23, 2009.

            "SEC":  the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

            "Secured Surety Bond:" as defined in Section 8.3(q).

            "Security Documents":  the collective reference to the Guarantee
and Collateral Agreement, the Mortgages and all other security documents
hereafter delivered to the Administrative Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

            "Senior Subordinated Notes":  the unsecured Senior Subordinated
Notes due 2012 of the Borrower to be issued on or about the Effective Date in
an aggregate principal amount of $200,000,000.


                                       24
<PAGE>

            "Senior Subordinated Securities":  (a) the Existing Subordinated
Notes, (b) the Senior Subordinated Notes and (c) the Convertible Senior
Subordinated Debentures.

            "Senior Subordinated Securities Indentures":  the indentures
entered into by the Borrower and certain of its Subsidiaries in connection
with the issuance of the Senior Subordinated Securities, together with all
instruments and other agreements entered into by the Borrower or such
Subsidiaries in connection therewith.

            "Single Employer Plan":  any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.

            "Solvent":  when used with respect to any Person, means that, as
of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of such date, exceed the amount
of all "liabilities of such Person, contingent or otherwise", as of such
date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors,
(b) the present fair saleable value of the assets of such Person will, as of
such date, be greater than the amount that will be required to pay the
liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably
small amount of capital with which to conduct its business, and (d) such
Person will be able to pay its debts as they mature.  For purposes of this
definition, (i) "debt" means liability on a "claim", and (ii) "claim" means
any (x) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a
right to payment, whether or not such right to an equitable remedy is reduced
to judgment, fixed, contingent, matured or unmatured, disputed, undisputed,
secured or unsecured.

            "Specified Change of Control":  a "Change of Control" (or any
other defined term having a similar purpose) as defined in any of the Senior
Subordinated Securities Indentures.

            "Specified Hedge Agreement":  any Hedge Agreement (a) entered
into by (i) the Borrower or any of its Subsidiaries and (ii) any Person that
was a Lender or any affiliate thereof at the time such Hedge Agreement was
entered into, as counterparty and (b) that has been designated by such Person
or affiliate, as the case may be, and the Borrower, by notice to the
Administrative Agent, as a Specified Hedge Agreement, and any other Hedge
Agreements listed on Schedule 1.1(b) without giving effect to any extension
of the termination or maturity date thereof.  The designation of any Hedge
Agreement as a Specified Hedge Agreement shall not create in favor of the
Agent, such Person or affiliate thereof that is a party thereto any rights in
connection with the management or release of any Collateral or of the
obligations of any Subsidiary Guarantor under the Guarantee and Collateral
Agreement.

            "Subject Properties":  as defined in Section 5.17(a).

            "Subsidiary":  as to any Person, (a) a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary

                                       25
<PAGE>

voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person and (b) any other Person the accounts of which are required to be
consolidated with those of such Person in such Person's consolidated financial
statements in accordance with GAAP if prepared at the date of determination.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a direct or indirect Subsidiary
or Subsidiaries of the Borrower.

            "Subsidiary Guarantor":  a Subsidiary that (i) is a Domestic
Subsidiary that is a Wholly Owned Subsidiary, (ii) provides a guarantee of
any Indebtedness of the Borrower (other than the Loans) or any other
Subsidiary Guarantor that is a Domestic Subsidiary if the aggregate principal
amount of all such Indebtedness of the Borrower and such Subsidiary
Guarantors guaranteed by such Subsidiary exceeds $5,000,000, or (iii) becomes
a party to the Loan Documents pursuant to Section 7.9(c).

            "Swingline Commitment":  the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 3.3 in an aggregate principal
amount at any one time outstanding not to exceed $20,000,000.

            "Swingline Lender":  JPMorgan Chase Bank, N.A., in its capacity
as the lender of Swingline Loans.

            "Swingline Loans":  as defined in Section 3.3.

            "Swingline Participation Amount":  as defined in Section 3.4.

            "Syndication Agent":  Bear Stearns Corporate Lending Inc., in its
capacity as syndication agent for each Facility.

            "Tender Offer":  the offer to repurchase and related consent
solicitation in respect of the Existing Subordinated Notes pursuant to the
terms of the Offer to Purchase and Solicitation of Consents dated
November 24, 2004.

            "Term Loan Maturity Date":  December 23, 2009.

            "Title Policy":  with respect to each Mortgaged Property, a
mortgagee's title insurance policy (or policies) or marked up unconditional
binder for such insurance.

            "Total Dollar Revolving Commitments":  at any time, the aggregate
amount of the Dollar Revolving Commitments of all the Dollar Revolving
Lenders.

            "Total Dollar Revolving Extensions of Credit":  at any time, the
aggregate amount of the Dollar Revolving Extensions of Credit of the Dollar
Revolving Lenders outstanding at such time.

                                       26
<PAGE>

            "Total Multicurrency Revolving Commitments":  at any time, the
aggregate amount of the Multicurrency Revolving Commitments of all the
Multicurrency Revolving Lenders.

            "Total Multicurrency Revolving Extensions of Credit":  at any
time, the aggregate amount of the Multicurrency Revolving Extensions of
Credit of the Multicurrency Revolving Lenders outstanding at such time.

            "Total Revolving Commitments":  the Total Dollar Revolving
Commitments or Total Multicurrency Revolving Commitments (or both), as the
context requires.

            "Total Revolving Extensions of Credit":  at any time, the Total
Dollar Revolving Extensions of Credit or the Total Multicurrency Revolving
Extensions of Credit (or both), as the context requires.

            "Tranche B Term Commitment":  as to any Lender, the obligation of
such Lender, if any, to make a Tranche B Term Loan to the Borrower hereunder
in a principal amount not to exceed the amount set forth under the heading
"Tranche B Term Commitment" with respect to such Lender on Schedule 2.1.  The
original aggregate amount of the Tranche B Term Commitments is $100,000,000.

            "Tranche B Term Lender":  each Lender that has a Tranche B Term
Commitment or that holds a Tranche B Term Loan.

            "Tranche B Term Loan":  as defined in Section 2.1.

            "Tranche B Term Percentage":  as to any Tranche B Term Lender at
any time, the percentage which such Lender's Tranche B Term Commitment then
constitutes of the aggregate Tranche B Term Commitments (or, at any time
after the Effective Date, the percentage which the aggregate principal amount
of such Lender's Tranche B Term Loans then outstanding constitutes of the
aggregate principal amount of the Tranche B Term Loans then outstanding).

            "Transactions":  collectively, (a) the issuance of the Senior
Subordinated Notes, (b) the issuance of the Convertible Senior Subordinated
Debentures, (c) the execution, delivery and performance by each Loan Party of
the Loan Documents to which it is or is to be a party, (d) the borrowing of
Loans and the use of the proceeds thereof, including the repayment in full of
all obligations under and termination of the Existing Credit Agreement on the
Effective Date, (e) the consummation of the Tender Offer, (f) the issuance of
Letters of Credit, (g) the consummation of the Convertible Debentures Options
Transactions, (h) the consummation of the transactions contemplated by any of
the foregoing and (i) the payment of fees and expenses in connection with the
foregoing.

            "Transfer Transactions":  collectively, (a) the transfer by
Scientific Games Online Entertainment Systems, Inc., a Delaware corporation
and a Subsidiary Guarantor ("OES"), to Scientific Games Holdings Limited, a
company limited by shares registered in Ireland and a Non-Guarantor
Subsidiary ("SGHL"), of 100% of its ownership in the foreign contracts and
intellectual property described on Schedule 1.1(c) in exchange for a
promissory note issued by

                                       27
<PAGE>

SGHL (the "Initial Note"); (b) after the completion of the transaction described
in clause (a) of this definition, the transfer by SGHL to Scientific Games
Worldwide Limited, a company limited by shares registered in Ireland and a
Non-Guarantor Subsidiary ("SGWL"), of the foreign contracts described on
Schedule 1.1(c) as a result of which the Initial Note will be cancelled and
exchanged for promissory notes issued by SGHL and SGWL in favor of OES in an
aggregate principal amount of $1,500,000; (c) the transfer by the Borrower to
SGHL of 100% of the issued and outstanding Capital Stock of Scientific Games
Chile Limitada, a Chilean limited company and a Non-Guarantor Subsidiary ("SG
Chile"); and (d) the distribution by Scientific Games Finance Corporation, a
Delaware corporation and Subsidiary Guarantor ("SGFC"), to the Borrower of the
promissory notes issued by SG Chile described on Schedule 1.1(c), which
promissory notes the Borrower will subsequently transfer to SGHL.

            "Transferee": any Assignee or Participant.

            "Type":  as to any Loan, its nature as a Base Rate Loan or a
Eurocurrency Loan.

            "United States":  the United States of America.

            "Wholly Owned Subsidiary":  as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

            1.2. Other Definitional Provisions.(a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

            (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
all terms of an accounting or financial nature, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, (v) the word "will" shall be construed to have
the same meaning and effect as the word "shall" and (vi) references to
agreements or other Contractual Obligations shall, unless otherwise specified,
be deemed to refer to such agreements or Contractual Obligations as amended,
supplemented, restated or otherwise modified from time to time (subject to any
applicable restrictions hereunder).

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.


                                       28
<PAGE>

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neutral forms.

            (e) Any reference to any Person shall be construed to include such
Person's successors and assigns.

            1.3. Currency Conversion. (a) If more than one currency or currency
unit are at the same time recognized by the central bank of any country as the
lawful currency of that country, then (i) any reference in the Loan Documents
to, and any obligations arising under the Loan Documents in, the currency of
that country shall be translated into or paid in the currency or currency unit
of that country designated by the Administrative Agent and (ii) any translation
from one currency or currency unit to another shall be at the official rate of
exchange recognized by the central bank for conversion of that currency or
currency unit into the other, rounded up or down by the Administrative Agent as
it deems appropriate.

            (b) If a change in any currency of a country occurs, this Agreement
shall be amended (and each party hereto agrees to enter into any supplemental
agreement necessary to effect any such amendment) to the extent that the
Administrative Agent determines such amendment to be necessary to reflect the
change in currency and to put the Lenders in the same position, so far as
possible, that they would have been in if no change in currency had occurred.

            Section 2. AMOUNT AND TERMS OF TRANCHE B TERM COMMITMENTS

            2.1. Tranche B Term Commitments. (a) Subject to the terms and
conditions hereof, each Tranche B Term Lender severally agrees to make a term
loan denominated in Dollars (a "Tranche B Term Loan") to the Borrower on the
Effective Date in an amount not to exceed the amount of the Tranche B Term
Commitment of such Lender. The Tranche B Term Loans may from time to time be
Eurocurrency Loans or Base Rate Loans, as determined by the Borrower and
notified to the Administrative Agent in accordance with Sections 2.2 and 4.3.

            (b) In connection with the making of the Tranche B Term Loans
pursuant to Section 2.1(a), by delivering written notice (a "Conversion Notice")
to the Administrative Agent at least one Business Day prior to the Effective
Date, any Tranche D Term Lender (as defined in the Existing Credit Agreement)
holding Tranche D Term Loans (as defined in the Existing Credit Agreement)
outstanding under the Existing Credit Agreement (the "Existing Term Loans") may
elect to make all or any portion of such Lender's Tranche B Term Loans requested
by the Borrower to be made on the Effective Date by converting all or a portion
of the outstanding principal amount of the Existing Term Loans held by such
Tranche D Term Lender into Tranche B Term Loans in a principal amount equal to
the amount of Existing Term Loans so converted (each such Existing Term Loan to
the extent it is to be converted, a "Converted Term Loan"). On the Effective
Date, the Converted Term Loans shall be converted for all purposes of this
Agreement into Tranche B Term Loans, and the Administrative Agent shall record
in the Register the aggregate amounts of Converted Term Loans converted into
Tranche B Term Loans. Any Conversion Notice to the Administrative Agent
delivered by an applicable Lender pursuant to this Section shall specify the
amount of such Lender's Tranche B Term Loan Commitment

                                       29
<PAGE>

and the principal amount of Existing Term Loans held by such Lender that are to
be converted into Tranche B Term Loans.

            2.2. Procedure for Tranche B Term Loan Borrowing.The Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 10:00 A.M., New York City time, one
Business Day prior to the anticipated Effective Date) requesting that the
Tranche B Term Lenders make the Tranche B Term Loans on the Effective Date and
specifying the amount to be borrowed. Upon receipt of such notice the
Administrative Agent shall promptly notify each Tranche B Term Lender thereof.
Not later than 12:00 Noon, New York City time, on the Effective Date each
Tranche B Term Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the Tranche B
Term Loan or Tranche B Term Loans to be made by such Lender, except to the
extent such Lender elects to convert Existing Term Loans into Tranche B Term
Loans pursuant to Section 2.1(b). The Administrative Agent shall credit the
account of the Borrower on the books of such office of the Administrative Agent
with the aggregate of the amounts made available to the Administrative Agent by
the Tranche B Term Lenders in immediately available funds.

            2.3. Repayment of Tranche B Term Loans.The Tranche B Term Loan of
each Lender shall be repaid by the Borrower in 20 consecutive quarterly
installments, commencing on March 31, 2005, each of which shall be in an amount
equal to the product of (i) such Lender's Tranche B Term Percentage multiplied
by (ii) an amount equal to the aggregate amount of Tranche B Term Loans
outstanding on the Effective Date multiplied by (iii) the percentage set forth
below opposite such installment:

                                            Percentage of
            Installment                    Principal Amount
            -----------                    ----------------
            March 31, 2005                      0.25%
            June 30, 2005                       0.25%
            September 30, 2005                  0.25%
            December 31, 2005                   0.25%
            March 31, 2006                      0.25%
            June 30, 2006                       0.25%
            September 30, 2006                  0.25%
            December 31, 2006                   0.25%
            March 31, 2007                      0.25%
            June 30, 2007                       0.25%
            September 30, 2007                  0.25%
            December 31, 2007                   0.25%
            March 31, 2008                      0.25%
            June 30, 2008                       0.25%
            September 30, 2008                  0.25%
            December 31, 2008                   0.25%
            March 31, 2009                      0.25%
            June 30, 2009                       0.25%
            September 30, 2009                  0.25%
            Term Loan Maturity Date             95.25%


                                       30
<PAGE>

            2.4. Incremental Term Loans.The Borrower may at any time or from
time to time, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly deliver a copy to each of the Lenders),
request one or more additional tranches of term loans (the "Incremental Term
Loans"); provided that (i) both at the time of any such request and upon the
effectiveness of any Incremental Term Loan Amendment referred to below, no
Default or Event of Default shall exist and, at the time that any such
Incremental Term Loan is made (and after giving effect thereto), no Default or
Event of Default shall exist and (ii) the Borrower shall be in compliance with
Section 8.1 and the Consolidated Senior Debt Ratio and the Consolidated Leverage
Ratio shall be at least 0.25 below the then current level required by Section
8.1, determined on a pro forma basis as if such Incremental Term Loans had been
outstanding on the last day of the most recent fiscal quarter for testing
compliance therewith (and, as applicable, as if such Incremental Term Loans had
been outstanding during the period of four consecutive fiscal quarters then
ended). Each tranche of Incremental Term Loans shall be in an aggregate
principal amount that is not less than $25,000,000 (or, if less, the remaining
unused amount of the total Incremental Term Loans permitted hereby). The
Incremental Term Loans (a) shall be in an aggregate principal amount not
exceeding $100,000,000, (b) shall rank pari passu in right of payment and of
security with the Revolving Loans and the Tranche B Term Loans, (c) shall not
mature earlier than the Term Loan Maturity Date (but may, subject to clause (d)
below, have amortization prior to such date), (d) shall not have a weighted
average life that is shorter than the remaining weighted average life of the
Tranche B Term Loans, and (e) except as set forth above, shall be treated
substantially the same as (and in any event no more favorably than) the Tranche
B Term Loans (in each case, including with respect to mandatory and voluntary
prepayments); provided that (i) the terms and conditions applicable to
Incremental Term Loans maturing after the Term Loan Maturity Date may provide
for material additional or different financial or other covenants or prepayment
requirements applicable only during periods after the Term Loan Maturity Date
and (ii) the Incremental Term Loans may be priced differently than the Tranche B
Term Loans. Each notice shall set forth the requested amount and proposed terms
of the relevant Incremental Term Loans. Each existing Lender shall be afforded
the opportunity, but shall not be required, to provide a ratable share
(including a share of any Incremental Term Loans not subscribed to by other
existing Lenders) of any Incremental Term Loans. In the event that existing
Lenders provide commitments in an aggregate amount less than the total amount of
the Incremental Term Loans requested by the Borrower, the Borrower may arrange
for one or more banks or other financial institutions (any such bank or other
financial institution being called an "Additional Lender") to extend commitments
to provide Incremental Term Loans in an aggregate amount equal to the
unsubscribed amount. Commitments in respect of Incremental Term Loans shall
become Commitments under this Agreement pursuant to an amendment (an
"Incremental Term Loan Amendment") to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrower, each Lender agreeing to provide
such Commitment, if any, each Additional Lender, if any, and the Administrative
Agent. The Incremental Term Loan Amendment may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable

                                       31
<PAGE>

opinion of the Administrative Agent, to effect the provisions of this Section.
The effectiveness of any Incremental Term Loan Amendment shall be subject to the
satisfaction on the date thereof of each of the conditions set forth in Section
6.2 (it being understood that all references to the date of "any extension of
credit" in such Section 6.2 shall be deemed to refer to the effective date of
such Incremental Term Loan Amendment) and such other conditions as the parties
thereto shall agree. No Lender shall be obligated to provide any Incremental
Term Loans, unless it so agrees.

            Section 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

            3.1. Revolving Commitments. (a) Subject to the terms and conditions
hereof, each Dollar Revolving Lender severally agrees to make revolving credit
loans denominated in Dollars ("Dollar Revolving Loans") to the Borrower from
time to time during the Revolving Commitment Period in an aggregate principal
amount at any one time outstanding which, when added to such Lender's Dollar
Revolving Percentage of the sum of (i) the Dollar L/C Obligations then
outstanding and (ii) the aggregate principal amount of the Swingline Loans then
outstanding, does not exceed the amount of such Lender's Dollar Revolving
Commitment. Subject to the terms and conditions hereof, each Multicurrency
Revolving Lender severally agrees to make revolving credit loans denominated in
Dollars or a Foreign Currency ("Multicurrency Revolving Loans") to the Borrower
from time to time during the Revolving Commitment Period in an aggregate
principal amount at any one time outstanding which, when added to such Lender's
Multicurrency Revolving Percentage of the Multicurrency L/C Obligations then
outstanding, does not exceed the amount of such Lender's Multicurrency Revolving
Commitment. Notwithstanding anything to the contrary contained in this
Agreement, in no event may Revolving Loans be borrowed under a Revolving
Facility if, after giving effect thereto (and to any concurrent repayment or
prepayment of Revolving Loans), the Total Revolving Extensions of Credit under
such Revolving Facility would exceed the Total Revolving Commitments at such
time under such Revolving Facility. During the Revolving Commitment Period, the
Borrower may use the Revolving Commitments by borrowing, prepaying and
reborrowing the Revolving Loans under the relevant Revolving Facility, in whole
or in part, all in accordance with the terms and conditions hereof. The
Revolving Loans may from time to time be Eurocurrency Loans or Base Rate Loans,
as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 3.2 and 4.3; provided that Multicurrency Revolving
Loans denominated in a Foreign Currency may only be Eurocurrency Loans.

            (b) The Borrower shall repay all outstanding Revolving Loans on the
Revolving Termination Date.

            3.2. Procedure for Revolving Loan Borrowing.(a) The Borrower may
borrow under Section 3.1 during the Revolving Commitment Period on any Business
Day, provided that the Borrower shall give the Administrative Agent irrevocable
notice (a "Borrowing Request") by telephone (which notice must be received by
the Administrative Agent prior to 12:00 Noon, New York City time (or, in the
case of a Multicurrency Revolving Loan denominated in a Foreign Currency, 12:00
Noon, London time), (a) three Business Days prior to the requested Borrowing
Date, in the case of Eurocurrency Loans, or (b) one Business Day prior to the
requested Borrowing Date, in the case of Base Rate Loans), specifying (i)
whether the requested

                                       32
<PAGE>

borrowing is a borrowing under the Dollar Revolving Facility or the
Multicurrency Revolving Facility, provided that Revolving Loans denominated in a
Foreign Currency may only be borrowed under the Multicurrency Revolving
Facility, (ii) the amount and Type of Revolving Loans to be borrowed, (iii) the
requested Borrowing Date, (iv) in the case of Eurocurrency Loans, the respective
amounts of each such Type of Revolving Loan, the respective currency therefor
and the respective lengths of the initial Interest Period therefor, and (v) the
location and number of the Borrower's account to which funds are to be
distributed. Such telephonic request shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Borrower.

            (b) Each borrowing under a Revolving Facility shall be in an amount
equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple of
$100,000 in excess thereof (or, if the then aggregate Available Revolving
Commitments under the relevant Revolving Facility are less than $100,000, such
lesser amount), (y) in the case of Eurocurrency Loans denominated in Dollars,
$3,000,000 or a whole multiple of $500,000 in excess thereof or (z) in the case
of Multicurrency Revolving Loans denominated in a Foreign Currency, the Foreign
Currency Equivalent of $3,000,000 or a whole multiple of $1,000,000 in excess
thereof; provided that the Swingline Lender may request, on behalf of the
Borrower, borrowings under the Dollar Revolving Commitments that are Base Rate
Loans in other amounts pursuant to Section 3.4.

            (c) Upon receipt of any such Borrowing Request from the Borrower,
the Administrative Agent shall promptly notify each applicable Revolving Lender
of the requested currency and aggregate amount (in both the requested currency
and Dollars) of such borrowing. Each Revolving Lender will make the amount of
its pro rata share of each such borrowing, which shall be based on its Revolving
Percentage under the relevant Revolving Facility, as applicable, available to
the Administrative Agent for the account of the Borrower (i) in the case of
Dollars, at the Funding Office prior to 12:00 Noon, New York City time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent or (ii) in the case of a Foreign Currency, by wire transfer
prior to 11:00 A.M., London time, on the Borrowing Date requested by the
Borrower to the account of the Administrative Agent most recently designated by
it for such purposes by notice to the Multicurrency Revolving Lenders in
immediately available funds. Such borrowing will then be made available to the
Borrower by the Administrative Agent crediting the account of the Borrower, (i)
in the case of Dollars, on the books of such Funding Office, or (ii) in the case
of a Foreign Currency, in accordance with instructions provided by the Borrower,
in each case with the aggregate of the amounts made available to the
Administrative Agent by the Revolving Lenders and in like funds as received by
the Administrative Agent.

            3.3. Swingline Commitment.(a) Subject to the terms and conditions
hereof, the Swingline Lender agrees to make a portion of the credit otherwise
available to the Borrower under the Dollar Revolving Commitments from time to
time during the Revolving Commitment Period by making swing line loans
denominated in Dollars ("Swingline Loans") to the Borrower; provided that (i)
the aggregate principal amount of Swingline Loans

                                       33
<PAGE>

outstanding at any time shall not exceed the Swingline Commitment then in effect
(notwithstanding that the Swingline Loans outstanding at any time, when
aggregated with the Swingline Lender's other outstanding Dollar Revolving
Extensions of Credit hereunder, may exceed the Swingline Commitment then in
effect), (ii) the Borrower shall not request, and the Swingline Lender shall not
make, any Swingline Loan if, after giving effect to the making of such Swingline
Loan, the aggregate amount of the Available Revolving Commitments under the
Dollar Revolving Facility would be less than zero and (iii) the Swingline Lender
shall not be required to make a Swingline Loan to refinance an existing
Swingline Loan. During the Revolving Commitment Period, the Borrower may use the
Swingline Commitment by borrowing, repaying and reborrowing, all in accordance
with the terms and conditions hereof. Swingline Loans shall be Base Rate Loans
only.

            (b) The Borrower shall repay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving
Termination Date and the 30th day after such Swingline Loan is made; provided
that, during each calendar month, there shall be at least two consecutive
Business Days during which the outstanding balance of the Swingline Loans shall
be zero.

            3.4. Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a) Whenever the Borrower desires that the Swingline Lender make
Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice
confirmed promptly in writing (which telephonic notice must be received by the
Swingline Lender not later than 1:00 P.M., New York City time, on the proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Commitment
Period). Each borrowing under the Swingline Commitment shall be in an amount
equal to $250,000 or a whole multiple of $100,000 in excess thereof. Not later
than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice
in respect of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swingline Loan to be made by the Swingline
Lender. The Administrative Agent shall make the proceeds of such Swingline Loan
available to the Borrower on such Borrowing Date by depositing such proceeds in
the account of the Borrower with the Administrative Agent on such Borrowing Date
in immediately available funds.

            (b) The Swingline Lender, at any time and from time to time in its
sole and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on one Business
Day's notice given by the Swingline Lender no later than 12:00 Noon, New York
City time, request each Dollar Revolving Lender to make, and each Dollar
Revolving Lender hereby agrees to make, a Dollar Revolving Loan, in an amount
equal to such Lender's Dollar Revolving Percentage of the aggregate amount of
the Swingline Loans (the "Refunded Swingline Loans") outstanding on the date of
such notice, to repay the Swingline Lender. Each Dollar Revolving Lender shall
make the amount of such Dollar Revolving Loan available to the Administrative
Agent at the Funding Office in immediately available funds, not later than 10:00
A.M., New York City time, one Business Day after the date of such notice. The
proceeds of such Dollar Revolving Loans shall be immediately made available by
the Administrative Agent to the Swingline Lender for application by the
Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrower
irrevocably authorizes the Swingline Lender to charge the Borrower's accounts
with the Administrative

                                       34
<PAGE>

Agent (up to the amount available in each such account) in order to immediately
pay the amount of such Refunded Swingline Loans to the extent amounts received
from the Dollar Revolving Lenders are not sufficient to repay in full such
Refunded Swingline Loans.

            (c) If prior to the time a Dollar Revolving Loan would have
otherwise been made pursuant to Section 3.4(b), one of the events described in
Section 9(f) shall have occurred and be continuing with respect to the Borrower
or if for any other reason, as determined by the Swingline Lender in its sole
discretion, Dollar Revolving Loans may not be made as contemplated by Section
3.4(b), each Dollar Revolving Lender shall, on the date such Dollar Revolving
Loan was to have been made pursuant to the notice referred to in Section 3.4(b)
(the "Refunding Date"), purchase for cash an undivided participating interest in
the then outstanding Swingline Loans by paying to the Swingline Lender an amount
(the "Swingline Participation Amount") equal to (i) such Lender's Dollar
Revolving Percentage times (ii) the sum of the aggregate principal amount of
Swingline Loans then outstanding that were to have been repaid with such Dollar
Revolving Loans.

            (d) Whenever, at any time after the Swingline Lender has received
from any Dollar Revolving Lender such Lender's Swingline Participation Amount,
the Swingline Lender receives any payment on account of the Swingline Loans, the
Swingline Lender will distribute to such Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Lender is
required to be returned, such Dollar Revolving Lender will return to the
Swingline Lender any portion thereof previously distributed to it by the
Swingline Lender.

            (e) Each Dollar Revolving Lender's obligation to make the Loans
referred to in Section 3.4(b) and to purchase participating interests pursuant
to Section 3.4(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any setoff, counterclaim, recoupment, defense
or other right that such Dollar Revolving Lender or the Borrower may have
against the Swingline Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in
Section 6; (iii) any adverse change in the condition (financial or otherwise) of
the Borrower; (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any other Loan Party or any other Revolving Lender; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.

            3.5. Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee
for the period from and including the Effective Date to the last day of the
Revolving Commitment Period, computed at the Commitment Fee Rate on the average
daily amount of the Available Revolving Commitment of such Lender under each
Revolving Facility during the period for which payment

                                       35
<PAGE>

is made, payable quarterly in arrears on each Fee Payment Date, commencing on
the first of such dates to occur after the date hereof.

            (b) The Borrower agrees to pay to the Administrative Agent the fees
in the amounts and on the dates previously agreed to in writing by the Borrower
and the Administrative Agent.

            3.6. Termination or Reduction of Revolving Commitments.The Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the Revolving Commitments under either
Revolving Facility or, from time to time, to reduce the amount of the Revolving
Commitments under either Revolving Facility; provided that no such termination
or reduction of Revolving Commitments under either Revolving Facility shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Loans or Swingline Loans made on the effective date thereof, the Total
Revolving Extensions of Credit under such Revolving Facility would exceed the
Total Revolving Commitments under such Revolving Facility. Any such reduction
shall be in an amount equal to $1,000,000, or a whole multiple thereof, and
shall reduce permanently the Revolving Commitments under the relevant Revolving
Facility then in effect.

            3.7. L/C Commitment. (a) Subject to the terms and conditions hereof,
each Issuing Lender (in reliance on the agreements set forth in Section 3.10(a)
of the Revolving Lenders under the relevant Revolving Facility), agrees to issue
letters of credit under the Dollar Revolving Facility ("Dollar Letters of
Credit") and letters of credit under the Multicurrency Revolving Facility
("Multicurrency Letters of Credit"), in each case for the account of the
Borrower on any Business Day during the Revolving Commitment Period in such form
as may be approved from time to time by such Issuing Lender; provided that no
Issuing Lender shall have any obligation to issue any Letter of Credit under a
Revolving Facility if, after giving effect to such issuance, (i) the total L/C
Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the
Available Revolving Commitments under such Revolving Facility would be less than
zero. Each Dollar Letter of Credit shall be denominated in Dollars and each
Multicurrency Letter of Credit shall be denominated in Dollars or a Foreign
Currency. Each Letter of Credit shall expire no later than the earlier of (x)
the first anniversary of its date of issuance and (y) the date that is five
Business Days prior to the Revolving Termination Date (the "Required Expiry
Date"); provided that any Letter of Credit with a one-year term may provide for
the renewal thereof for additional one-year periods (which shall in no event
extend beyond the Required Expiry Date). An Issuing Lender may, in its sole
discretion, extend a Letter of Credit beyond the Required Expiry Date, provided
that (i) each L/C Participant's interest in the Issuing Lender's obligations and
rights under and in respect of such Letter of Credit shall terminate at the
close of business on the Required Expiry Date (except with respect to demands
for drawings thereunder submitted prior to that time) and (ii) such Issuing
Lender may, as condition to extending such Letter of Credit, require additional
fees or collateral.

            (b) No Issuing Lender shall at any time be obligated to issue any
Letter of Credit hereunder if such issuance would conflict with, or cause such
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.


                                       36
<PAGE>

            (c) The Existing Letters of Credit outstanding on the Effective Date
shall constitute Letters of Credit hereunder.

            3.8. Procedure for Issuance of Letters of Credit.The Borrower may
from time to time request that an Issuing Lender issue a Dollar Letter of Credit
or a Multicurrency Letter of Credit by delivering to such Issuing Lender at its
address for notices specified herein an Application therefor, completed to the
satisfaction of such Issuing Lender, and such other certificates, documents and
other papers and information as such Issuing Lender may request. Upon receipt of
any Application, an Issuing Lender will notify the Administrative Agent of (i)
whether the Application is with respect to a Dollar Letter of Credit or
Multicurrency Letter of Credit and (ii) the amount, currency, requested
expiration and beneficiary of the requested Letter of Credit. Upon receipt of
confirmation from the Administrative Agent that after giving effect to the
requested issuance, the Available Revolving Commitments under the relevant
Revolving Facility would not be less than zero, such Issuing Lender will process
such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall such Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by such
Issuing Lender and the Borrower. Each Issuing Lender shall furnish a copy of
such Letter of Credit to the Borrower (with a copy to the Administrative Agent)
promptly following the issuance thereof. Each Issuing Lender shall promptly
furnish to the Administrative Agent, which shall in turn promptly furnish to the
Lenders, notice of the issuance of each Letter of Credit issued by such Issuing
Lender (including the amount and currency thereof).

            3.9. Fees and Other Charges. The Borrower will pay a fee on all
outstanding Letters of Credit under each Revolving Facility (determined based
upon Dollar Equivalents in the case of Multicurrency Letters of Credit issued in
Foreign Currencies) at a per annum rate equal to the Applicable Margin then in
effect with respect to Eurocurrency Loans under such Revolving Facility, shared
ratably among the Revolving Lenders under such Revolving Facility. Such fees
shall be payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date. In addition, the Borrower shall pay to the relevant Issuing
Lender for its own account a fronting fee on the undrawn and unexpired amount of
each Letter of Credit as agreed by the Borrower and the Issuing Lender, payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date.

            (b) In addition to the foregoing fees, the Borrower shall pay or
reimburse each Issuing Lender for such normal and customary costs and expenses
as are incurred or charged by such Issuing Lender in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of
Credit to the extent that the fees and expenses associated with the issuance of
such Letter of Credit exceed the fronting fee therefor as specified in Section
3.9(a).

            3.10. L/C Participations.(a) Each Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce such Issuing
Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby

                                       37
<PAGE>

accepts and purchases from such Issuing Lender, on the terms and conditions set
forth below, for such L/C Participant's own account and risk an undivided
interest equal to (i) such L/C Participant's Dollar Revolving Percentage in each
Issuing Lender's obligations and rights under and in respect of each Dollar
Letter of Credit issued by such Issuing Lender hereunder and the amount of each
draft paid by such Issuing Lender thereunder and (ii) such L/C Participant's
Multicurrency Revolving Percentage in each Issuing Lender's obligations and
rights under and in respect of each Multicurrency Letter of Credit issued by
such Issuing Lender hereunder and the amount of each draft paid by such Issuing
Lender thereunder. Each L/C Participant in respect of a Letter of Credit
unconditionally and irrevocably agrees with the Issuing Lender in respect of
such Letter of Credit that, if a draft is paid under such Letter of Credit for
which such Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, such L/C Participant shall pay to
the Administrative Agent upon demand of such Issuing Lender an amount equal to
such L/C Participant's Revolving Percentage under the relevant Revolving
Facility of the amount of such draft, or any part thereof, that is not so
reimbursed; provided that the related Reimbursement Obligation with respect to a
Multicurrency Letter of Credit denominated in a Foreign Currency may be
converted to Dollars pursuant to Section 3.11. The Administrative Agent shall
promptly forward such amounts to the relevant Issuing Lender.

            (b) If any amount required to be paid by any L/C Participant to the
Administrative Agent for the account of an Issuing Lender pursuant to Section
3.10(a) in respect of any unreimbursed portion of any payment made by such
Issuing Lender under any Letter of Credit is paid to the Administrative Agent
for the account of such Issuing Lender within three Business Days after the date
such payment is due, such L/C Participant shall pay to the Administrative Agent
for the account of such Issuing Lender on demand an amount equal to the product
of (i) such amount times (ii) the daily average Federal Funds Effective Rate
during the period from and including the date such payment is required to the
date on which such payment is immediately available to such Issuing Lender times
(iii) a fraction the numerator of which is the number of days that elapse during
such period and the denominator of which is 360. If any such amount required to
be paid by any L/C Participant pursuant to Section 3.10(a) is not made available
to the Administrative Agent for the account of the relevant Issuing Lender by
such L/C Participant within three Business Days after the date such payment is
due, such Issuing Lender shall be entitled to recover from such L/C Participant,
on demand, such amount with interest thereon calculated from such due date at
the rate per annum applicable to Base Rate Loans under the relevant Revolving
Facility. A certificate of such Issuing Lender submitted to any L/C Participant
with respect to any amounts owing under this Section shall be conclusive in the
absence of manifest error.

            (c) Whenever, at any time after an Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.10(a), the
Administrative Agent or such Issuing Lender receives any payment related to such
Letter of Credit (whether directly from the Borrower or otherwise, including
proceeds of Collateral applied thereto by such Issuing Lender), or any payment
of interest on account thereof, the Administrative Agent or such Issuing Lender,
as the case may be, will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
Administrative Agent or such Issuing Lender, as the case may be, shall be
required to be returned by the Administrative Agent or such Issuing

                                       38
<PAGE>

Lender, such L/C Participant shall return to the Administrative Agent for the
account of such Issuing Lender the portion thereof previously distributed by the
Administrative Agent or such Issuing Lender, as the case may be, to it.

            (d) Each L/C Participant's obligation to purchase participating
interests pursuant to Section 3.10(b) shall be absolute and unconditional and
shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such L/C Participant or
the Borrower may have against any Issuing Lender, the Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 6; (iii) any adverse change in the condition
(financial or otherwise) of the Borrower; (iv) any breach of this Agreement or
any other Loan Document by the Borrower, any other Loan Party or any other L/C
Participant; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

            3.11. Reimbursement Obligation of the Borrower.The Borrower agrees
to reimburse each Issuing Lender on the Business Day next succeeding the
Business Day on which such Issuing Lender notifies the Borrower of the date and
amount of a draft presented under any Letter of Credit and paid by such Issuing
Lender for the amount of such draft so paid and any taxes, fees, charges or
other reasonable costs or expenses incurred by such Issuing Lender in connection
with such payment. Each such payment shall be made to the relevant Issuing
Lender in Dollars and in immediately available funds, provided that (a) the
Borrower may, at its option, elect by notice to such Issuing Lender immediately
following receipt of notice of such draft, to reimburse a draft paid in a
Foreign Currency in the same Foreign Currency and (b) if the Borrower does not
make such election, or if (notwithstanding such election) the Borrower does not
in fact reimburse any such draft made in a Foreign Currency on or prior to the
date required pursuant to the first sentence of this Section 3.11, then such
Issuing Lender shall convert such Reimbursement Obligation into Dollars at the
rate of exchange then available to such Issuing Lender in the interbank market
where its foreign currency exchange operations in respect of such Foreign
Currency are then being conducted and the Borrower shall thereafter be required
to reimburse such Issuing Lender in Dollars for such Reimbursement Obligation
(in the amount so converted). Interest shall be payable on any such amounts
denominated in Dollars from the date on which the relevant draft is paid until
the relevant Issuing Lender receives payment in full at the rate set forth in
(i) until the Business Day next succeeding the date of the relevant notice,
Section 4.5(b) with respect to Base Rate Loans under the relevant Revolving
Facility and (ii) thereafter, Section 4.5(c). Interest shall be payable on any
such amounts denominated in a Foreign Currency from the date on which the
relevant draft is paid until the relevant Issuing Lender receives payment in
full or conversion to Dollars as provided herein (i) until the Business Day next
succeeding the date of the relevant notice, at the rate determined by the
relevant Issuing Lender as its cost of funding such payment plus the Applicable
Margin with respect to Eurocurrency Loans under the relevant Revolving Facility
and (ii) thereafter, the rate set forth in Section 4.5(c). Each drawing under
any Dollar Letter of Credit shall (unless an event of the type described in
clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with
respect to the Borrower, in which case the procedures specified in Section 3.10
for funding by L/C Participants shall apply) constitute a request by the
Borrower to the Administrative Agent for a borrowing pursuant to Section 3.2 of
Base Rate Loans under the Dollar Revolving Facility (or, at

                                       39
<PAGE>

the option of the Administrative Agent and the Swingline Lender in their sole
discretion, a borrowing pursuant to Section 3.4 of Swingline Loans) in the
amount of such drawing except that, in such event, Borrower is not deemed to
have given any representations and warranties pursuant to Section 6.2. Except in
the case of a drawing denominated in a Foreign Currency that the Borrower elects
to reimburse, and in fact reimburses, in such Foreign Currency as provided
above, each drawing under any Multicurrency Letter of Credit shall (unless an
event of the type described in clause (i) or (ii) of Section 9(f) shall have
occurred and be continuing with respect to the Borrower, in which case the
procedures specified in Section 3.10 for funding by L/C Participants shall
apply), constitute a request by the Borrower to the Administrative Agent for a
borrowing pursuant to Section 3.2 of Base Rate Loans under the Multicurrency
Revolving Facility denominated in Dollars in the amount of such drawing (or, in
the case of a drawing denominated in a Foreign Currency, the amount in Dollars
into which the Reimbursement Obligation was converted) except that, in either
such event, the Borrower is not deemed to have given any representations and
warranties pursuant to Section 6.2. The Borrowing Date with respect to such
borrowing shall be the first date on which a borrowing of Revolving Loans (or,
if applicable, Swingline Loans) could be made pursuant to Section 3.2 (or, if
applicable, Section 3.4), if the Administrative Agent had received a notice of
such borrowing at the time the Administrative Agent receives notice from such
Issuing Lender of such drawing under such Letter of Credit.

            3.12. Obligations Absolute.The Borrower's obligations under Section
3.11 shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Borrower
may have or have had against any Issuing Lender, any beneficiary of a Letter of
Credit or any other Person. The Borrower also agrees with each Issuing Lender
that such Issuing Lender not shall be responsible for, and the Borrower's
Reimbursement Obligations under Section 3.11 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. No Issuing Lender
shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit, except for errors or omissions found by a
final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Issuing Lender.
The Borrower agrees that any action taken or omitted by an Issuing Lender under
or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct and in
accordance with the standards of care specified in the Uniform Commercial Code
of the State of New York and UCP 500, shall be binding on the Borrower and shall
not result in any liability of such Issuing Lender to the Borrower.

            3.13. Letter of Credit Payments.If any draft shall be presented for
payment under any Letter of Credit, the relevant Issuing Lender shall promptly
notify the Borrower of the date and amount thereof. The responsibility of the
relevant Issuing Lender to the Borrower in connection with any draft presented
for payment under any Letter of Credit issued by such Issuing Lender shall, in
addition to any payment obligation expressly provided for in such Letter of
Credit, be limited to determining in compliance with UCP 500 that the documents
(including each draft) delivered under such Letter

                                       40
<PAGE>

of Credit in connection with such presentment are substantially in conformity
with the requirements of such Letter of Credit.

            3.14. Applications.To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                    Section 4. GENERAL PROVISIONS APPLICABLE
                         TO LOANS AND LETTERS OF CREDIT

            4.1. Optional Prepayments.(a) The Borrower may at any time and from
time to time prepay the Loans (other than Multicurrency Revolving Loans
denominated in a Foreign Currency) under the relevant Facility, in whole or in
part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior thereto in the case of
Eurocurrency Loans denominated in Dollars and at least one Business Day prior
thereto in the case of Base Rate Loans, which notice shall specify the date and
amount of prepayment and whether the prepayment is of Eurocurrency Loans
denominated in Dollars or Base Rate Loans; provided that if a Eurocurrency Loan
denominated in Dollars is prepaid on any day other than the last day of the
Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 4.11. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of
Dollar Revolving Loans that are Base Rate Loans and are prepaid prior to the end
of the Revolving Commitment Period) accrued interest to such date on the amount
prepaid. Partial prepayments of Tranche B Term Loans and Revolving Loans
denominated in Dollars shall be in an aggregate principal amount of $1,000,000
or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in
an aggregate principal amount of $100,000 or a whole multiple thereof.

            (b) The Borrower may at any time and from time to time prepay
Multicurrency Revolving Loans denominated in a Foreign Currency, in whole or in
part, without premium or penalty except as specified in Section 4.11, upon
irrevocable notice (which notice must be received by the Administrative Agent
prior to 11:00 A.M., New York City time, three Business Days before the date of
prepayment) specifying the date and amount of prepayment. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to Section 4.11
and accrued interest to such date on the amount prepaid. Partial prepayments of
Multicurrency Revolving Loans denominated in a Foreign Currency shall be in a
minimum principal amount equal to the Foreign Currency Equivalent of $1,000,000
in the relevant Foreign Currency or a multiple of the Foreign Currency
Equivalent of $100,000 in the relevant Foreign Currency in excess thereof.

            4.2. Mandatory Prepayments. If any Capital Stock shall be issued by
any Group Member (other than to any other Group Member) at a time when the
Consolidated Leverage Ratio exceeds 3.00 to 1.00, an amount equal to 50% of the
Net Cash Proceeds thereof (or such lesser amount if, after giving effect to a
prepayment in such lesser amount, the

                                       41
<PAGE>

Consolidated Leverage Ratio is equal to or less than 3.00 to 1.00) shall be
applied no later than one Business Day following the date of such issuance
toward the prepayment of the Tranche B Term Loans as set forth in Section
4.2(d).

            (b) If any Indebtedness shall be incurred by any Group Member (other
than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds
thereof shall be applied no later than one Business Day following the date of
such incurrence toward the prepayment of the Tranche B Term Loans as set forth
in Section 4.2(d).

            (c) If on any date any Group Member shall receive Net Cash Proceeds
from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall
be delivered in respect thereof, such Net Cash Proceeds shall be applied no
later than one Business Day following such date toward the prepayment of the
Tranche B Term Loans as set forth in Section 4.2(d); provided, that,
notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset
Sales and Recovery Events that may be excluded from the foregoing requirement
pursuant to a Reinvestment Notice shall not exceed $80,000,000 in any fiscal
year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount
equal to the Reinvestment Prepayment Amount with respect to the relevant
Reinvestment Event shall be applied toward the prepayment of the Tranche B Term
Loans as set forth in Section 4.2(d).

            (d) Amounts to be applied in connection with prepayments made
pursuant to Section 4.2 shall be applied to the prepayment of the Tranche B Term
Loans in accordance with Section 4.8(b). The application of any prepayment
pursuant to Section 4.2 shall be made, first, to Base Rate Loans under the
relevant Facility and, second, to Eurocurrency Loans under such Facility. Each
prepayment of the Loans under Section 4.2 shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

            (e) If, on any Calculation Date, the Total Multicurrency Revolving
Extensions of Credit exceed an amount equal to 105% of the Total Multicurrency
Revolving Commitments on such date, the Borrower shall, without notice or
demand, immediately repay such of the outstanding Multicurrency Revolving Loans
in an aggregate principal amount such that, after giving effect thereto, the
Total Multicurrency Revolving Extensions of Credit do not exceed the Total
Multicurrency Revolving Commitments, together with interest accrued to the date
of such payment or prepayment on the principal so prepaid if required hereby and
any amounts payable under Section 4.11 in connection therewith. After prepaying
any Multicurrency Revolving Loans denominated in Dollars, the Borrower may in
lieu of prepaying Multicurrency Revolving Loans denominated in a Foreign
Currency in order to comply with this paragraph deposit amounts in the relevant
Foreign Currency or Foreign Currencies in a Cash Collateral Account in
accordance with the next succeeding sentence equal to the aggregate principal
amount of Multicurrency Revolving Loans denominated in a Foreign Currency
required to be prepaid. To the extent that after giving effect to any prepayment
of Multicurrency Revolving Loans required by this paragraph, the Total
Multicurrency Revolving Extensions of Credit at such time exceed the Total
Multicurrency Revolving Commitments at such time, the Borrower shall, without
notice or demand, immediately deposit in a Cash Collateral Account upon terms
reasonably satisfactory to the Administrative Agent an amount equal to the
amount by which Total Multicurrency Revolving Extensions of Credit exceed the
Total Multicurrency Revolving

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<PAGE>

Commitments. The Administrative Agent shall apply any cash deposited in the Cash
Collateral Account (to the extent thereof) to pay any Reimbursement Obligations
which are or become due thereafter and/or to repay Multicurrency Revolving Loans
denominated in a Foreign Currency at the end of the Interest Periods therefor;
provided that (x) the Administrative Agent shall release to the Borrower from
time to time such portion of the amount on deposit in the Cash Collateral
Account to the extent such amount is not required to be so deposited in order
for the Borrower to be in compliance with this paragraph and (y) the
Administrative Agent may so apply such cash at any time after the occurrence and
during the continuation of an Event of Default. "Cash Collateral Account" means
an account specifically established by the Borrower with the Administrative
Agent for purposes of this Section 4.2 and hereby pledged to the Administrative
Agent and over which the Administrative Agent shall have exclusive dominion and
control, including the right of withdrawal for application in accordance with
this Section 4.2.

            4.3. Conversion and Continuation Options.(a) The Borrower may elect
from time to time to convert Eurocurrency Loans denominated in Dollars to Base
Rate Loans by giving the Administrative Agent at least two Business Days' prior
irrevocable notice of such election, provided that any such conversion of
Eurocurrency Loans denominated in Dollars may only be made on the last day of an
Interest Period with respect thereto. The Borrower may elect from time to time
to convert Base Rate Loans to Eurocurrency Loans denominated in Dollars by
giving the Administrative Agent at least three Business Days' prior irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefor), provided that no Base Rate Loan under a particular
Facility may be converted into a Eurocurrency Loan denominated in Dollars when
any Event of Default has occurred and is continuing and the Administrative Agent
or the Majority Facility Lenders in respect of such Facility have determined in
its or their sole discretion not to permit such conversions. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof. Notwithstanding the foregoing, the Borrower may not elect to convert
the currency in which any Loan is denominated.

            (b) Any Eurocurrency Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving irrevocable notice to the Administrative Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
Section 1.1, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurocurrency Loan denominated in Dollars under a
particular Facility may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Facility Lenders in respect of such Facility have determined in its or their
sole discretion not to permit such continuations, and provided, further, that if
the Borrower shall fail to give any required notice as described above in this
paragraph or if such continuation is not permitted pursuant to the preceding
proviso such Eurocurrency Loans denominated in Dollars shall be automatically
converted to Base Rate Loans on the last day of such then expiring Interest
Period and, if the Borrower shall fail to give such notice of continuation of a
Multicurrency Revolving Loan denominated in a Foreign Currency, such
Multicurrency Revolving Loan denominated in a Foreign Currency shall be
automatically continued for an Interest Period of one month. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.


                                       43
<PAGE>

            4.4. Limitations on Eurocurrency Tranches.Notwithstanding anything
to the contrary in this Agreement, all borrowings, conversions and continuations
of Eurocurrency Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, (a)
after giving effect thereto, the aggregate principal amount of the Eurocurrency
Loans comprising each Eurocurrency Tranche shall be equal to $3,000,000 or a
whole multiple of $1,000,000 in excess thereof and (b) no more than ten
Eurocurrency Tranches shall be outstanding at any one time.

            4.5. Interest Rates and Payment Dates. Each Eurocurrency Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurocurrency Rate determined for such day plus the
Applicable Margin.

            (b) Each Base Rate Loan shall bear interest at a rate per annum
equal to the Base Rate plus the Applicable Margin.

            (c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to (x) in the case of the Loans, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
Section plus 2% or (y) in the case of Reimbursement Obligations, the rate
applicable to Base Rate Loans under the relevant Revolving Facility plus 2%, and
(ii) if all or a portion of any interest payable on any Loan or Reimbursement
Obligation or any fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to (A) the rate then
applicable to Base Rate Loans under the relevant Facility plus 2% (or, in the
case of any such other amounts that do not relate to a particular Facility, the
rate then applicable to Base Rate Loans under the relevant Revolving Facility
plus 2%), in the case of amounts that are owing in Dollars, or (B)(I) the
Eurocurrency Rate in respect of the relevant Foreign Currency plus (II) 2%, in
the case of amounts owing that are denominated in Foreign Currencies, in each
case, with respect to clauses (i) and (ii) above, from the date of such
non-payment until such amount is paid in full (after as well as before
judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

            4.6. Computation of Interest and Fees.(a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to Base Rate Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from
a change in the Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as

                                       44
<PAGE>

soon as practicable notify the Borrower and the relevant Lenders of the
effective date and the amount of each such change in interest rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 4.5(a).

            4.7. Inability to Determine Interest Rate.If prior to the first day
of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
           determination shall be conclusive and binding upon the Borrower
           absent manifest error) that, by reason of circumstances affecting the
           relevant market, adequate and reasonable means do not exist for
           ascertaining the Eurocurrency Rate for such Interest Period in
           respect of Loans denominated in Dollars, or

                  (b) the Administrative Agent shall have received notice from
           the Majority Facility Lenders in respect of the relevant Facility
           that the Eurocurrency Rate determined or to be determined for such
           Interest Period will not adequately and fairly reflect the cost to
           such Lenders (as conclusively certified by such Lenders) of making or
           maintaining their affected Loans during such Interest Period, or

                  (c) the Administrative Agent shall have determined (which
           determination shall be conclusive and binding upon the Borrower,
           absent manifest error) that, by reason of circumstances affecting the
           relevant market, adequate and reasonable means do not exist for
           ascertaining the Eurocurrency Rate for such Interest Period in
           respect of any Foreign Currency (any such Foreign Currency is
           referred to as an "Affected Foreign Currency"),

the Administrative Agent shall give telecopy or telephonic notice thereof to
the Borrower and the relevant Lenders as soon as practicable thereafter.  If
such notice is given (x) pursuant to clause (a) or (b) of this Section 4.7 in
respect of Eurocurrency Loans denominated in Dollars, then (i) any
Eurocurrency Loans denominated in Dollars under the relevant Facility
requested to be made on the first day of such Interest Period shall be made
as Base Rate Loans, (ii) any Loans under the relevant Facility that were to
have been converted on the first day of such Interest Period to Eurocurrency
Loans denominated in Dollars shall be continued as Base Rate Loans and
(iii) any outstanding Eurocurrency Loans denominated in Dollars under the
relevant Facility shall be converted, on the last day of the then-current
Interest Period, to Base Rate Loans and (y) in respect of any Multicurrency
Revolving Loans denominated in a Foreign Currency, then (i) any Multicurrency
Revolving Loans in an Affected Foreign Currency requested to be made on the
first day of such Interest Period shall not be made and (ii) any outstanding
Multicurrency Revolving Loans denominated in an Affected Foreign Currency
shall be due and payable on the first day of such Interest Period.  Until
such notice has been withdrawn by the Administrative Agent, no further
Eurocurrency Loans denominated in Dollars under the relevant Facility or
Multicurrency Revolving Loans denominated in a Foreign Currency in an
Affected Foreign

                                       45
<PAGE>

Currency shall be made or continued as such, nor shall the Borrower have the
right to convert Loans under the relevant Facility to Eurocurrency Loans.

            4.8. Pro Rata Treatment and Payments.(a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee and any reduction of the Commitments of the Lenders shall be
made pro rata according to the respective Term Percentages, Dollar Revolving
Percentages or Multicurrency Revolving Percentages, as the case may be, of the
relevant Lenders.

            (b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Tranche B Term Loans shall be made
pro rata according to the respective outstanding principal amounts of the
Tranche B Term Loans then held by the Tranche B Lenders. The amount of each
principal prepayment of the Tranche B Term Loans shall be applied to reduce the
then remaining installments of the Tranche B Term Loans pro rata based upon the
then remaining principal amount thereof. Amounts repaid or prepaid on account of
the Tranche B Term Loans may not be reborrowed.

            (c) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Loans under a Revolving
Facility shall be made pro rata according to the respective outstanding
principal amounts of the Revolving Loans under such Revolving Facility then held
by the Revolving Lenders under such Revolving Facility. Each payment in respect
of Reimbursement Obligations in respect of any Letter of Credit shall be made to
the Issuing Lender that issued such Letter of Credit.

            (d) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds, except payments to be made directly to an Issuing Lender or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 4.9, 4.10, 4.11 and 11.5 shall be made directly to the Persons
entitled thereto; provided that payments made in a Foreign Currency shall be
made prior to 12:00 Noon, local time in the place of payment, on the due date
thereof to the Administrative Agent at the office of the Administrative Agent
designated by the Administrative Agent from time to time for payments made in
such Foreign Currency. All payments to be made by the Borrower hereunder shall
be made in Dollars; provided that (i) payments in respect of the principal of or
interest on any Multicurrency Revolving Loan denominated in a Foreign Currency
shall be made in such Foreign Currency, (ii) any amounts payable under Section
4.9 or 4.11 in respect of any Multicurrency Revolving Loan or Multicurrency
Letter of Credit denominated in a Foreign Currency shall be payable in such
Foreign Currency if the certificate submitted by the applicable Lender or
Issuing Lender in respect of such amount specifies such amount in such Foreign
Currency and (iii) payments in respect of Multicurrency Letters of Credit and
Multicurrency L/C Obligations denominated in a Foreign Currency may be made in
such Foreign Currency to the extent permitted by, and shall be made to the
extent required by, the applicable provisions of this Agreement. The
Administrative Agent shall distribute such payments received by it for the
account of any other Person to the appropriate recipient promptly upon receipt
in like funds as

                                       46
<PAGE>

received. If any payment hereunder (other than payments on the Eurocurrency
Loans) becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day. If any payment on a
Eurocurrency Loan becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day
unless the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately
preceding Business Day. In the case of any extension of any payment of principal
pursuant to the preceding two sentences, interest thereon shall be payable at
the then applicable rate during such extension.

            (e) The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required. Unless the
Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its
share of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount available
to the Administrative Agent, and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. If such
amount is not made available to the Administrative Agent by the required time on
the Borrowing Date therefor, such Lender shall pay to the Administrative Agent,
on demand, such amount with interest thereon (i) in the case of Loans
denominated in Dollars, at the greater of (A) a rate equal to the daily average
Federal Funds Effective Rate and (B) a rate determined by the Administrative
Agent in accordance with banking industry rates on interbank compensation for
the period until such Lender makes such amount immediately available to the
Administrative Agent and (ii) in the case of Multicurrency Revolving Loans
denominated in a Foreign Currency, at a rate per annum reasonably determined by
the Administrative Agent to be the cost to it of funding such amount for the
period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to Base Rate Loans under the relevant Facility (or with
respect to Multicurrency Revolving Loans denominated in a Foreign Currency, at a
rate per annum reasonably determined by the Administrative Agent to be the cost
to it of funding such amount), on demand, from the Borrower.

            (f) Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment due to be made by the
Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders under the
relevant Facility or the Issuing Lender their respective pro rata shares of a
corresponding amount. If such payment is not made to the Administrative Agent by
the Borrower within three Business Days after such due date, the Administrative
Agent shall be entitled to recover, on demand, from each Lender to which any
amount which was made available pursuant to the

                                       47
<PAGE>

preceding sentence, such amount with interest thereon (i) in the case of Loans
denominated in Dollars, at the greater of (A) the rate per annum equal to the
daily average Federal Funds Effective Rate and (B) a rate determined by the
Administrative Agent in accordance with banking industry rates on interbank
compensation and (ii) in the case of Multicurrency Revolving Loans denominated
in a Foreign Currency, at a rate per annum reasonably determined by the
Administrative Agent to be the cost to it of funding such amount. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any Lender
against the Borrower.

            4.9. Requirements of Law.(a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender or any Issuing Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:

                (i) shall impose, modify or hold applicable any reserve, special
           deposit, compulsory loan or similar requirement against assets held
           by, deposits or other liabilities in or for the account of, advances,
           loans or other extensions of credit by, or any other acquisition of
           funds by, any office of such Lender or Issuing Lender that is not
           otherwise included in the determination of the Eurocurrency Rate
           hereunder; or

                (ii) shall impose on such Lender or Issuing Lender any other
           condition;

and the result of any of the foregoing is to increase the cost to such Lender
or Issuing Lender, by an amount that such Lender or Issuing Lender deems to
be material, of making, converting into, continuing or maintaining
Eurocurrency Loans or issuing, maintaining or participating in Letters of
Credit, or to reduce any amount receivable hereunder in respect thereof,
then, in any such case, the Borrower shall promptly pay such Lender or
Issuing Lender, upon its demand, any additional amounts necessary to
compensate such Lender or Issuing Lender for such increased cost or reduced
amount received or receivable.  If any Lender or Issuing Lender becomes
entitled to claim any additional amounts pursuant to this paragraph, it shall
promptly notify the Borrower (with a copy to the Administrative Agent) of the
event by reason of which it has become so entitled.

            (b) If any Lender or Issuing Lender shall have determined that the
adoption of or any change in any Requirement of Law regarding capital adequacy
or in the interpretation or application thereof or compliance by such Lender or
Issuing Lender or any corporation controlling such Lender or Issuing Lender with
any request or directive regarding capital adequacy (whether or not having the
force of law) from any Governmental Authority made subsequent to the date hereof
shall have the effect of reducing the rate of return on such Lender's or Issuing
Lender's or such corporation's capital as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that
which such Lender or Issuing Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or Issuing Lender's or such corporation's policies with respect to capital
adequacy) by an amount deemed by such Lender or Issuing Lender to be material,
then from time to time, after submission by such Lender or Issuing Lender to the
Borrower (with a copy to the Administrative Agent) of a written request
therefor, the Borrower shall pay to such Lender or Issuing Lender such
additional amount or amounts as will

                                       48
<PAGE>

compensate such Lender or Issuing Lender or such corporation for such reduction.
Failure or delay on the part of any Lender or Issuing Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's or Issuing Lender's right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender or Issuing Lender
pursuant to this paragraph for any amounts incurred more than six months prior
to the date that such Lender or Issuing Lender notifies the Borrower of such
Lender's or Issuing Lender's intention to claim compensation therefor; and
provided, further, that, if the circumstances giving rise to such claim have a
retroactive effect, then such six-month period shall be extended to include the
period of such retroactive effect.

            (c) If any Governmental Authority of the jurisdiction of any Foreign
Currency (or any other jurisdiction in which the funding operations of any
Multicurrency Revolving Lender shall be conducted with respect to such Foreign
Currency) shall have in effect any reserve, liquid asset or similar requirement
with respect to any category of deposits or liabilities customarily used to fund
loans in such Foreign Currency, or by reference to which interest rates
applicable to loans in such Foreign Currency are determined, and the result of
such requirement shall be to increase the cost to any Multicurrency Revolving
Lender of making or maintaining any Multicurrency Revolving Loan in such Foreign
Currency, and such Multicurrency Revolving Lender shall deliver to the Borrower
a notice requesting compensation under this paragraph, then the Borrower will
pay to such Multicurrency Revolving Lender on each Interest Payment Date with
respect to each Multicurrency Revolving Loan in such affected Foreign Currency
an amount that will compensate such Multicurrency Revolving Lender for such
additional cost.

            (d) A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender or Issuing Lender to the Borrower (with a
copy to the Administrative Agent) setting forth the basis of calculation of such
additional amounts shall be conclusive in the absence of manifest error. The
obligations of the Borrower pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

            (e) Notwithstanding any other provision of this Agreement, if,
(i)(A) the adoption of any law, rule or regulation after the date of this
Agreement, (B) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (C) compliance by any Multicurrency Revolving Lender
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement, shall make it unlawful for any such Multicurrency Revolving Lender to
make or maintain any Multicurrency Revolving Loan denominated in a Foreign
Currency or to give effect to its obligations as contemplated hereby with
respect to any Multicurrency Revolving Loan denominated in a Foreign Currency,
or (ii) there shall have occurred any change in national or international
financial, political or economic conditions (including the imposition of or any
change in exchange controls, but excluding conditions otherwise covered by this
Section 4.9) which would make it impracticable for any Multicurrency Revolving
Lenders to make or maintain Multicurrency Revolving Loans denominated in the
relevant Foreign Currency after the date hereof to, or for the account of, the
Borrower, then:


                                       49
<PAGE>

                (i) by written notice to the Borrower and to the Administrative
           Agent, such Multicurrency Revolving Lender or Multicurrency Revolving
           Lenders may declare that Multicurrency Revolving Loans denominated in
           the affected Foreign Currency will not thereafter (for the duration
           of such unlawfulness) be made by such Multicurrency Revolving Lender
           or Multicurrency Revolving Lenders hereunder (or be continued for
           additional Interest Periods), whereupon any request for a
           Multicurrency Revolving Loan denominated in such Foreign Currency or
           to continue a Multicurrency Revolving Loan denominated in such
           Foreign Currency, as the case may be, for an additional Interest
           Period shall, as to such Multicurrency Revolving Lender or
           Multicurrency Revolving Lenders only, be of no force and effect,
           unless such declaration shall be subsequently withdrawn; and

                (ii) all outstanding Multicurrency Revolving Loans denominated
           in the affected Foreign Currency made by such Multicurrency Revolving
           Lender or Multicurrency Revolving Lenders shall be repaid on the last
           day of the then current Interest Period with respect thereto or, if
           earlier, the date on which the applicable notice becomes effective.

            (f) For purposes of Section 4.9(e), a notice to the Borrower by any
Multicurrency Revolving Lender shall be effective as to each Multicurrency
Revolving Loan denominated in the affected Foreign Currency made by such
Multicurrency Revolving Lender, if lawful, on the last day of the Interest
Period currently applicable to such Multicurrency Revolving Loan denominated in
a Foreign Currency; in all other cases such notice shall be effective on the
date of receipt thereof by the Borrower.

            4.10. Taxes. Any and all payments made by or on behalf of the
Borrower under this Agreement shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding net income taxes and franchise taxes
(imposed in lieu of net income taxes) imposed on any Agent or any Lender as a
result of a present or former connection between such Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from such Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any other Loan Document). If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") or Other Taxes are required to be withheld from any
amounts payable to any Agent or any Lender hereunder, the amounts so payable to
such Agent or such Lender shall be increased to the extent necessary to yield to
such Agent or such Lender (after payment of all Non-Excluded Taxes and Other
Taxes) interest or any such other amounts payable hereunder at the rates or in
the amounts specified in this Agreement, provided, however, that the Borrower
shall not be required to increase any such amounts payable to any Lender with
respect to any Non-Excluded Taxes (i) that are attributable to such Lender's
failure to comply with the requirements of paragraph (d) or (e) of this Section
or (ii) that are United States withholding taxes imposed on amounts payable to
such Lender at the time such Lender becomes a party to this Agreement or
designates a new lending office, except to the extent that such Lender's
assignor (if any) was entitled, at the time

                                       50
<PAGE>

of assignment, to receive additional amounts from the Borrower with respect to
such Non-Excluded Taxes pursuant to this paragraph.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by
the Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Agent or Lender, as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof. If the Borrower fails
to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the Agents and
the Lenders for any incremental taxes, interest or penalties that may become
payable by any Agent or any Lender as a result of any such failure.

            (d) Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

            (e) Each Lender (or Transferee) that is entitled to an exemption
from or reduction of non-U.S. withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate,
provided that such Lender is legally entitled to complete, execute and deliver
such documentation and in such Lender's

                                       51
<PAGE>

judgment such completion, execution or submission would not materially prejudice
the legal position of such Lender.

            (f) The agreements in this Section 4.10 shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

            (g) If any Lender or the Administrative Agent determines, in its
sole discretion, that it has received a refund attributable to any Non-Excluded
Taxes or Other Taxes paid by the Borrower or for which the Lender or the
Administrative Agent has received payment from the Borrower hereunder, such
Lender or the Administrative Agent, within 30 days of such receipt, shall
deliver to the Borrower the amount of such refund without interest (other than
any interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the Borrower agrees to repay the amount paid
over to the Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to such Lender or the Administrative Agent
in the event that such Lender or the Administrative Agent is required to repay
such refund to such Governmental Authority. In addition, upon a written request
by the Borrower, any Lender and the Administrative Agent shall timely execute
and deliver to the Borrower such certificates, forms or other documents which
can be reasonably furnished consistent with the facts to assist the Borrower in
applying for refunds of Non-Excluded Taxes or Other Taxes remitted hereunder,
unless to do so will unduly prejudice or cause undue hardship to such Lender or
the Administrative Agent (as determined in the sole discretion of such Lender or
the Administrative Agent). This paragraph shall not be construed to require any
Lender or the Administrative Agent to make available its tax returns (or any
other information relating to its Taxes that it deems confidential) to the
Borrower or any other Person.

            4.11. Indemnity.The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense that such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurocurrency Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment of or conversion
from Eurocurrency Loans after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement or (c) the making of a
prepayment of Eurocurrency Loans or the conversion of Eurocurrency Loans, in
each case, on a day that is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest that would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank Eurocurrency
market. A certificate as to any amounts payable pursuant to this Section
submitted to the Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.


                                       52
<PAGE>

            4.12. Change of Lending Office.Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 4.9, 4.10(a) or
4.10(b) with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 4.9, 4.10(a) or 4.10(b).

            4.13. Replacement of Lenders.The Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 4.9, 4.10(a) or 4.10(b) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 4.12 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 4.9, 4.10(a) or 4.10(b), (iv) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (v) the Borrower
shall be liable to such replaced Lender under Section 4.11 if any Eurocurrency
Loan owing to such replaced Lender shall be purchased other than on the last day
of the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent and (if the replaced Lender was a Revolving Lender) each
Issuing Lender and (if the replaced Lender was a Dollar Revolving Lender) the
Swingline Lender, (vii) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 11.6, (viii) until such
time as such replacement shall be consummated, the Borrower shall pay all
additional amounts (if any) required pursuant to Section 4.9, 4.10(a) or
4.10(b), as the case may be, and (ix) any such replacement shall not be deemed
to be a waiver of any rights that the Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender.

            4.14. Evidence of Debt. Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing indebtedness of the
Borrower to such Lender resulting from each Loan of such Lender from time to
time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.

            (b) The Administrative Agent, on behalf of the Borrower, shall
maintain the Register pursuant to Section 11.6, and a subaccount therein for
each Lender, in which shall be recorded (i) the amount of each Loan made
hereunder and any Note evidencing such Loan, the Type of such Loan and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) both the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

            (c) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 4.14(a) shall, to the extent permitted by
applicable law, be prima facie

                                       53
<PAGE>

evidence of the existence and amounts of the obligations of the Borrower therein
recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain the Register or any such account, or any error
therein, shall not in any manner affect the obligation of the Borrower to repay
(with applicable interest) the Loans made to the Borrower by such Lender in
accordance with the terms of this Agreement.

            (d) The Borrower agrees that, upon the request by any Lender
(through the Administrative Agent), the Borrower will prepare, execute and
deliver to such Lender a promissory note of the Borrower payable to the order of
such Lender (or if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent, evidencing Loans
made by such Lender.

            4.15. Illegality.Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such
and convert Base Rate Loans to Eurocurrency Loans shall forthwith be canceled
and (b) such Lender's Loans then outstanding as Eurocurrency Loans, if any,
shall be converted automatically to Base Rate Loans (or, in the case of
Multicurrency Revolving Loans denominated in a Foreign Currency, be repaid) on
the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
conversion of a Eurocurrency Loan occurs on a day which is not the last day of
the then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 4.11.

            4.16. Foreign Currency Exchange Rate. (a) No later than 1:00 P.M.,
London time, on each Calculation Date with respect to a Foreign Currency, the
Administrative Agent shall determine the Exchange Rate as of such Calculation
Date with respect to such Foreign Currency, provided that, upon receipt of a
Borrowing Request pursuant to Section 3.2 for a borrowing of a Multicurrency
Revolving Loan denominated in a Foreign Currency or a request for a Letter of
Credit denominated in a Foreign Currency pursuant to Section 3.8, the
Administrative Agent shall determine the Exchange Rate with respect to the
relevant Foreign Currency in accordance with the foregoing (it being
acknowledged and agreed that the Administrative Agent shall use such Exchange
Rate for the purposes of determining compliance with Section 3.1(a) or 3.7(a),
as applicable, with respect to such Borrowing Request or Application). The
Exchange Rates so determined shall become effective on the first Business Day
immediately following the relevant Calculation Date (a "Reset Date"), shall
remain effective until the next succeeding Reset Date and shall for all purposes
of this Agreement (other than Section 4.7, 11.19 or any other provision
expressly requiring the use of a current Exchange Rate) be the Exchange Rates
employed in converting any amounts between Dollars and Foreign Currencies.

            (b) No later than 5:00 P.M., London time, on each Reset Date and
each Borrowing Date with respect to Multicurrency Revolving Loans denominated in
a Foreign Currency, the Administrative Agent shall determine the aggregate
amount of the Dollar Equivalents of the principal amounts of the Multicurrency
Revolving Loans denominated in a

                                       54
<PAGE>

Foreign Currency then outstanding (after giving effect to any Multicurrency
Revolving Loans denominated in a Foreign Currency to be made or repaid on such
date and the aggregate amount of the L/C Obligations then outstanding).

            (c) The Administrative Agent shall promptly notify the Borrower of
each determination of an Exchange Rate hereunder.

                   Section 5. REPRESENTATIONS AND WARRANTIES

            To induce the Agents and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit, the
Borrower hereby represents and warrants to each Agent and each Lender that:

            5.1. Financial Condition.The audited consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at December 31, 2003, and the
related consolidated statements of income and of cash flows for the fiscal year
ended on such date, reported on by and accompanied by an unqualified report from
Deloitte & Touche LLP, present fairly the consolidated financial condition of
the Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
fiscal year then ended. The unaudited consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at September 30, 2004, and the related
unaudited consolidated statements of income and cash flows for the nine-month
period ended on such date, present fairly the consolidated financial condition
of the Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
nine-month period then ended (subject to normal year-end audit adjustments). All
such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein). No Group Member has any material Guarantee Obligations,
contingent liabilities and liabilities for taxes, or any long-term leases or
unusual forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph or disclosed in this Section 5.

            5.2. No Change.Since December 31, 2003, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

            5.3. Corporate Existence; Compliance with Law.Each Group Member (a)
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, except to the extent that the
failure to so qualify could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


                                       55
<PAGE>

            5.4. Power; Authorization; Enforceable Obligations.Each Loan Party
has the power and authority, and the legal right, to make, deliver and perform
the Loan Documents to which it is a party and, in the case of the Borrower, to
obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the extensions of credit hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of
the other Loan Documents, except (i) consents, authorizations, filings and
notices described in Schedule 5.4, which consents, authorizations, filings and
notices have been obtained or made and are in full force and effect and (ii) the
filings referred to in Section 5.19. Each Loan Document has been duly executed
and delivered on behalf of each Loan Party party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

            5.5. No Legal Bar.The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of any Group Member and will
not result in, or require, the creation or imposition of any Lien on any of
their respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation (other than the Liens created by the Security
Documents). No Requirement of Law or Contractual Obligation applicable to the
Borrower or any of its Subsidiaries could reasonably be expected to have a
Material Adverse Effect.

            5.6. Litigation.Except as described on Schedule 5.6, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Borrower, threatened by or
against any Group Member or against any of their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) that could reasonably be
expected to have a Material Adverse Effect.

            5.7. No Default.No Group Member is in default under or with respect
to any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

            5.8. Ownership of Property; Liens.Each Group Member has title in fee
simple to, or a valid leasehold interest in, all its real property material to
its business, and, to its knowledge, good title to, or a valid leasehold
interest in, all its other property, and none of such property is subject to any
Lien except as permitted by Section 8.3, and as set forth on Schedule B to each
Title Policy.


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<PAGE>

            5.9. Intellectual Property.Each Group Member owns, or is licensed to
use, all material Intellectual Property necessary for the conduct of its
business as currently conducted. No claim has been asserted and is pending by
any Person challenging or questioning the use of any Intellectual Property or
the validity or effectiveness of any Intellectual Property, nor does the
Borrower know of any valid basis for any such claim, except such claims that,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. To the knowledge of the Borrower, the use of
Intellectual Property by each Group Member does not infringe on the rights of
any Person in any material respect.

            5.10. Taxes.Each Group Member has filed or caused to be filed all
Federal, state and other material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
which have become due and payable (other than any taxes the amount or validity
of which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided on
the books of the relevant Group Member); no tax Lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any such
tax, fee or other charge.

            5.11. Federal Regulations.No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board. If
requested by any Lender or the Administrative Agent, the Borrower will furnish
to the Administrative Agent and each Lender a statement to the foregoing effect
in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

            5.12. Labor Matters.Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against any Group Member pending or, to the
knowledge of the Borrower, threatened; (b) hours worked by and payment made to
employees each Group Member have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such
matters; and (c) all payments due from any Group Member on account of employee
health and welfare insurance have been paid or accrued as a liability on the
books of the relevant Group Member.

            5.13. ERISA.Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (a) neither a Reportable Event nor
an "accumulated funding deficiency" (within the meaning of Section 412 of the
Code or Section 302 of ERISA) has occurred during the five-year period prior to
the date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code; (b) no termination of a Single Employer Plan
has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period that would result in a material liability; (c) the present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of

                                       57
<PAGE>

the last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount in relation to the business of the
Borrower; (d) neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan that has resulted or
could reasonably be expected to result in a material liability under ERISA; and
(e) no such Multiemployer Plan is in Reorganization or Insolvent.

            5.14. Investment Company Act; Public Utility Holding Company Act;
Other Regulations.No Loan Party is (a) an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935. No
Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

            5.15. Subsidiaries.Except as disclosed to the Administrative Agent
by the Borrower in writing from time to time after the Effective Date, (a)
Schedule 5.15(a) sets forth the name and jurisdiction of incorporation of each
Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Loan Party and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options or other equity granted to employees,
directors or other persons and directors' qualifying shares) of any nature
relating to any Capital Stock of the Borrower or any Subsidiary, except as
created by the Loan Documents or, as of the Effective Date, except as disclosed
on Schedule 5.15(b).

            5.16. [Reserved]

            5.17. Environmental Matters.Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

            (a) the facilities and properties currently owned, leased or
      operated by any Group Member (the "Subject Properties") and, to the
      knowledge of the Borrower, the facilities and properties formerly owned,
      leased or operated by any Group Member do not contain, and have not
      previously contained, any Materials of Environmental Concern in amounts or
      concentrations or under circumstances that constitute or constituted a
      violation of, or could reasonably be expected to give rise to liability
      under, any applicable Environmental Law;

            (b) no Group Member has received any written notice of, or is aware
      of, any violation, alleged violation or non-compliance, request for
      information, claim or demand liability or potential liability arising
      under or relating to any Environmental Laws involving any Group Member
      (the "Business"), nor does the Borrower have knowledge or reason to
      believe that any such notice will be received or is being threatened;

            (c) Materials of Environmental Concern have not been transported or
      disposed of from the Subject Properties in violation of, or in a manner or
      to a location that could

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<PAGE>

      reasonably be expected to give rise to liability under, any applicable
      Environmental Law, nor have any Materials of Environmental Concern been
      generated, treated, stored or disposed of at, on or under any of the
      Subject Properties in violation of, or in a manner that could reasonably
      be expected to give rise to liability under, any applicable Environmental
      Law;

            (d) no judicial proceeding or governmental or administrative action
      is pending or, to the knowledge of the Borrower, threatened, under any
      Environmental Law nor are there any consent decrees or other decrees,
      consent orders, administrative orders or other orders, or other
      administrative or judicial requirements outstanding under any
      Environmental Law in either case, as to which any Group Member is or, to
      the knowledge of the Borrower, will be named as a party;

            (e) there has been no release or threat of release of Materials of
      Environmental Concern at or from the Subject Properties, or arising from
      or related to the operations of any Group Member in connection with the
      Subject Properties or otherwise in connection with the Business, in
      violation of or in amounts or in a manner that could reasonably be
      expected to give rise to liability under any applicable Environmental
      Laws;

            (f) the Subject Properties and all operations at the Subject
      Properties are in compliance, and have in the last five years been in
      compliance, with all applicable Environmental Laws, and there is no
      violation of any applicable Environmental Law with respect to the Subject
      Properties or the Business; and

            (g) no Group Member has assumed or retained any liability of any
      other Person under Environmental Laws.

            5.18. Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or statement furnished
by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or
any of them, for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of the
Confidential Information Memorandum, as of the date of this Agreement), any
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained herein or therein not misleading. The
projections contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact
and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount. There is no fact known to any Loan Party that could reasonably
be expected to have a Material Adverse Effect that has not been expressly
disclosed herein, in the other Loan Documents, in the Confidential Information
Memorandum or in any other documents, certificates and statements furnished to
the Administrative Agent and the Lenders for use in connection with the
transactions contemplated hereby and by the other Loan Documents.


                                       59
<PAGE>

            5.19. Security Documents. (a) The Guarantee and Collateral Agreement
is effective to create in favor of the Administrative Agent, for the benefit of
the Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of the Pledged Stock
described in the Guarantee and Collateral Agreement, when stock certificates
representing such Pledged Stock have been delivered to the Administrative Agent,
together with proper endorsements executed in blank and such other action has
been taken with respect to Pledged Stock of Foreign Subsidiaries as specified in
the Guarantee and Collateral Agreement, and in the case of the other Collateral
described in the Guarantee and Collateral Agreement, when financing statements
specified on Schedule 5.19(a) have been filed in the offices specified on
Schedule 5.19(a), the Guarantee and Collateral Agreement constitutes a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person (except, in the case of
Collateral other than Pledged Stock, Liens permitted by Section 8.3).

            (b) Each Mortgage is effective to create in favor of the
Administrative Agent, for the benefit of the Lenders (as defined in the
Guarantee and Collateral Agreement), a legal, valid and enforceable Lien on the
Mortgaged Properties described therein and proceeds thereof, and when the
Mortgages are filed in the offices specified on Schedule 5.19(b), such Mortgages
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Mortgaged Properties and the
proceeds thereof, as security for the Obligations (as defined in the relevant
Mortgage), in each case prior and superior in right to any other Person, subject
to the exceptions set forth on Schedule B to the applicable Title Policy and the
Liens permitted under Section 8.3. Schedule 1.1(a) lists each parcel of real
property in the United States owned in fee simple by the Borrower or any of its
Subsidiaries as of the Effective Date.

            5.20. Solvency.Each Loan Party is, and after giving effect to the
Transactions and the incurrence of all Indebtedness and obligations being
incurred in connection herewith and therewith will be and will continue to be,
Solvent.

            5.21. Senior Indebtedness.The Obligations (x) constitute "Senior
Debt" and "Designated Senior Debt" of the Borrower under and as defined in each
Senior Subordinated Securities Indenture and (y) are the only existing
"Designated Senior Debt" under each Senior Subordinated Securities Indenture.
The obligations of each Subsidiary Guarantor under the Guarantee and Collateral
Agreement constitute "Guarantor Senior Debt" of such Subsidiary Guarantor under
and as defined in each Senior Subordinated Securities Indenture.

            5.22. Regulation H.As of the Effective Date, except as specified on
Schedule 5.22, no Mortgage encumbers improved real property that is located in
an area that has been identified by the Secretary of Housing and Urban
Development as an area having special flood hazards and in which flood insurance
has been made available under the National Flood Insurance Act of 1968.

            5.23. Material Contracts.(a) As of the Effective Date, (i) each
Material Contract is in full force and effect and is a legal, valid and binding
obligation of each party thereto

                                       60
<PAGE>

enforceable in accordance with its terms and (ii) no Group Member is in default
of any material provision of any Material Contract.

            (b) To the best knowledge of the Borrower, (i) there has been no
default, breach or other violation of any Material Contract and (ii) no
Governmental Authority has any basis for terminating any Material Contract other
than customary termination provisions relating to convenience and other similar
provisions, except, in each case, as could not reasonably be expected to have a
Material Adverse Effect.

            (c) To the best knowledge of the Borrower, no Governmental Authority
has delivered notice of or otherwise demonstrated its intention to exercise its
option to terminate a Material Contract on the basis of clause (b)(ii) above
between itself and any of the Group Members, except for any such terminations
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

            (d) Schedule 5.23 sets forth each material contract between any
Group Member and any Governmental Authority in effect on the Effective Date.

            5.24. Insurance.Schedule 5.24 sets forth a description of all
material insurance maintained by or on behalf of the Borrower and the Subsidiary
Guarantors as of the Effective Date. As of the Effective Date, all premiums due
and payable in respect of such insurance have been paid. The Borrower reasonably
believes that the insurance maintained by or on behalf of the Borrower and its
Subsidiaries is adequate.

                        Section 6. CONDITIONS PRECEDENT

            6.1. Conditions to Initial Extension of Credit.The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Effective Date (but in any event no later than
December 23, 2004), of the following conditions precedent:

            (a) Credit Agreement; Guarantee and Collateral Agreement. The
      Administrative Agent shall have received (i) this Agreement executed and
      delivered by each Agent, each Lender and the Borrower and (ii) the
      Guarantee and Collateral Agreement, executed and delivered by the Borrower
      and each Subsidiary Guarantor.

            (b) Financial Statements. (i) The Lenders shall have received (x)
      audited consolidated financial statements of the Borrower and its
      consolidated Subsidiaries for the fiscal year ended December 31, 2003, (y)
      unaudited interim consolidated financial statements of the Borrower and
      its consolidated Subsidiaries for each quarterly period ended subsequent
      to the date of the latest applicable financial statements delivered
      pursuant to clause (x) of this paragraph as to which such financial
      statements are available and (z) a pro forma consolidated balance sheet of
      the Borrower as of the last day of the fiscal quarter most recently ended
      prior to the Effective Date, giving effect to the Transactions, and such
      financial statements shall not (A) in the case of clauses (x) and (y), in
      the reasonable judgment of the Lenders, reflect any material adverse
      change in the

                                       61
<PAGE>

      consolidated financial condition of the Borrower and its consolidated
      Subsidiaries, as reflected in the financial statements contained in the
      Confidential Information Memorandum (such receipt and judgment to be
      evidenced by such Lender's execution of this Agreement) or (B) in the case
      of clause (z), such pro forma balance sheet shall be reasonably consistent
      with the forecasts and other financial information provided to the
      Administrative Agent and the Lead Arrangers prior to the date hereof.

            (c) Organization, Existence, Good Standing, Authority, etc. The
      Administrative Agent shall have received such documents and certificates
      as the Administrative Agent or its counsel may reasonably request relating
      to the organization, existence and good standing of each Loan Party, the
      authorization of the Transactions and any other legal matters relating to
      the Loan Parties, the Loan Documents or the Transactions, all in form and
      substance reasonably satisfactory to the Administrative Agent and its
      counsel.

            (d) Approvals. All governmental and third-party approvals (including
      landlords' and other consents) necessary or advisable in connection with
      the transactions contemplated hereby shall have been obtained and be in
      full force and effect, and all applicable waiting periods shall have
      expired without any action being taken or threatened by any competent
      authority that would restrain, prevent or otherwise impose material
      adverse conditions on the financing contemplated hereby.

            (e) Fees. The Lenders and the Agents shall have received all fees
      required to be paid in respect of this Agreement, and all expenses for
      which invoices have been presented (including the reasonable fees and
      expenses of legal counsel) in respect of this Agreement, on or before the
      Effective Date. All such amounts will be paid with proceeds of Loans made
      on the Effective Date and will be reflected in the funding instructions
      given by the Borrower to the Administrative Agent on or before the
      Effective Date.

            (f) Closing Certificates. The Administrative Agent shall have
      received (i) a certificate of each Loan Party, dated the Effective Date,
      substantially in the form of Exhibit C, with appropriate insertions and
      attachments and (ii) a certificate of the Borrower, dated the Effective
      Date, certifying that the representations set forth in Section 5.23 are
      true and correct on and as of the Effective Date without giving effect to
      the Material Adverse Effect qualifications set forth therein.

            (g) Legal Opinions. The Administrative Agent shall have received the
      following executed legal opinions:

                   (i) the legal opinion of Kramer Levin Naftalis & Frankel LLP,
            counsel to the Borrower and its Subsidiaries, substantially in the
            form of Exhibit F-1;

                   (ii) the legal opinion of Martin E. Schloss, general counsel
            of the Borrower and its Subsidiaries, substantially in the form of
            Exhibit F-2; and

                   (iii) the legal opinion of local counsel in each of
            Connecticut and Georgia and of such other special and local counsel
            as may be required by the


                                       62
<PAGE>

            Administrative Agent, in each case in form and substance reasonably
            satisfactory to the Administrative Agent.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

            (h) Perfection Certificate. The Administrative Agent shall have
received a completed Perfection Certificate dated the Effective Date and signed
by an executive officer or Financial Officer of the Borrower, together with all
attachments contemplated thereby, including the results of a search of the
Uniform Commercial Code (or equivalent) filings made with respect to the Loan
Parties in the jurisdictions contemplated by the Perfection Certificate and
copies of the financing statements (or similar documents) disclosed by such
search and evidence reasonably satisfactory to the Administrative Agent that the
Liens indicated by such financing statements (or similar documents) are
permitted by Section 8.3 or have been released.

            (i) Pledged Stock; Stock Powers; Pledged Notes. The Administrative
Agent shall have received (i) the certificates representing the shares of
Capital Stock pledged pursuant to the Guarantee and Collateral Agreement,
together with an undated stock power for each such certificate executed in blank
by a duly authorized officer of the pledgor thereof and (ii) each promissory
note (if any) pledged to the Administrative Agent pursuant to the Guarantee and
Collateral Agreement endorsed (without recourse) in blank (or accompanied by an
executed transfer form in blank) by the pledgor thereof or such other action is
taken with respect to Pledged Stock of Foreign Subsidiaries as specified in the
Guarantee and Collateral Agreement.

            (j) Filings, Registrations and Recordings. The Administrative Agent
shall have received each document (including any Uniform Commercial Code
financing statement) required by the Security Documents or under law or
reasonably requested by the Administrative Agent to be filed, registered or
recorded in order to create in favor of the Administrative Agent, for the
benefit of the Lenders, a perfected Lien on the Collateral described therein,
prior and superior in right to any other Person (other than with respect to
Liens expressly permitted by Section 8.3), and each such document shall be in
proper form for filing, registration or recordation.

            (k) Mortgages, etc. (i) The Administrative Agent shall have received
a Mortgage with respect to each Mortgaged Property, executed and delivered by a
duly authorized officer of each party thereto.

            (ii) The Administrative Agent shall have received a Title Policy
with respect to each Mortgaged Property and the Mortgage with respect thereto.
Each such Title Policy shall (A) insure that the Mortgage insured thereby is a
valid first Lien on the relevant Mortgaged Property encumbered thereby free and
clear of all defects and encumbrances, except those permitted by Section 8.3 and
as disclosed therein; (B) name the Administrative Agent for the benefit of the
Lenders (as defined in the Guarantee and Collateral Agreement) as the insured
thereunder; and (C) be in form and substance

                                       63
<PAGE>

reasonably satisfactory to the Administrative Agent. The Administrative Agent
shall have received evidence reasonably satisfactory to it that all premiums in
respect of each such Title Policy, and all charges for mortgage recording tax
and all related expenses, if any, have been paid. The Administrative Agent shall
have also received a copy of all recorded documents referred to, or listed as
exceptions to title in, each Title Policy referred to in this subsection and a
copy of all other documents affecting each Mortgaged Property encumbered by a
Mortgage as shall have been reasonably requested by the Administrative Agent.

            (l) Insurance. The Administrative Agent shall have received
insurance certificates satisfying the requirements of Section 5.3(b) of the
Guarantee and Collateral Agreement.

            (m) PATRIOT Act. Each Lender shall have received all documentation
and other information required by bank regulatory authorities under applicable
"know-your-customer" and anti-money laundering rules and regulations, including,
without limitation, the United States PATRIOT Act, to the extent reasonably
requested through the Administrative Agent within a reasonable period of time
prior to the Effective Date.

            (n) Repayment of Loans under Existing Credit Agreement. Concurrently
with the initial funding of the Loans on the Effective Date, (i) the Borrower
shall terminate the Existing Credit Agreement and repay all loans and other
amounts accrued or owing thereunder and (ii) all security interests and other
Liens securing obligations thereunder (and any other obligations secured
thereby) shall be terminated and released, except that security interests and
other Liens in jurisdictions outside of the United States may be terminated and
released of record at a later date, but no later than sixty (60) days after the
Effective Date.

            (o) Senior Subordinated Securities. The Senior Subordinated Notes
and the Convertible Senior Subordinated Debentures shall have been issued for
gross cash proceeds of not less than $450,000,000 and shall have terms and
conditions reasonably satisfactory to the Administrative Agent and the Lead
Arrangers.

            (p) Tender Offer. The Tender Offer shall have been consummated and
shall have resulted in the repurchase of at least 51% in aggregate principal
amount of the Existing Subordinated Notes, on terms and conditions reasonably
satisfactory to the Administrative Agent and the Lead Arrangers. All Existing
Subordinated Notes repurchased pursuant to the Tender Offer shall have been
cancelled. If any Existing Subordinated Notes remain outstanding, the terms
thereof shall have been amended in a manner reasonably satisfactory to the
Administrative Agent and the Lead Arrangers.

            (q) Remaining Indebtedness. After giving effect to the Transactions
and the other transactions contemplated hereby, the Borrower and its
Subsidiaries shall have outstanding no Indebtedness or preferred Capital Stock
other than (i) the Loans, (ii) the Senior Subordinated Securities, and (iii) the
Indebtedness referred to in Section 8.2(d).


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            6.2. Conditions to Each Extension of Credit.The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

            (a) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct on and as of such date as if made on and as of such date.

            (b) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit for the account of the
Borrower hereunder shall constitute a representation and warranty by the
Borrower as of the date of such extension of credit that the conditions
contained in this Section 6.2 have been satisfied.

                        Section 7. AFFIRMATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount
is owing to any Lender or Agent hereunder, the Borrower shall and shall cause
each of its Subsidiaries to:

            7.1. Financial Statements.Furnish to the Administrative Agent for
distribution to each Lender:

            (a) as soon as available, but in any event within 90 days after the
      end of each fiscal year of the Borrower, a copy of the audited
      consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries as at the end of such year and the related audited
      consolidated statements of income and of cash flows for such year, setting
      forth in each case in comparative form the figures for the previous year,
      reported on without a "going concern" or like qualification or exception,
      or qualification arising out of the scope of the audit, by Deloitte &
      Touche LLP or other independent certified public accountants of nationally
      recognized standing; and

            (b) as soon as available, but in any event not later than 45 days
      after the end of each of the first three quarterly periods of each fiscal
      year of the Borrower, the unaudited consolidated balance sheet of the
      Borrower and its consolidated Subsidiaries as at the end of such quarter
      and the related unaudited consolidated statements of income and of cash
      flows for such quarter and the portion of the fiscal year through the end
      of such quarter, setting forth in each case in comparative form the
      figures for the previous year, certified by a Responsible Officer as being
      fairly stated in all material respects (subject to normal year-end audit
      adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with
GAAP.


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<PAGE>

            7.2. Certificates; Other Information.Furnish to the Administrative
      Agent for distribution to each Lender (or, in the case of clause (h), to
      the relevant Lender):

            (a) concurrently with the delivery of the financial statements
      referred to in Section 7.1(a), a certificate of the independent certified
      public accountants reporting on such financial statements stating that in
      making the examination necessary therefor no knowledge was obtained of any
      Default or Event of Default, except as specified in such certificate;

            (b) concurrently with the delivery of any financial statements
      pursuant to Section 7.1, (i) a certificate of a Responsible Officer
      stating that, to the best of each such Responsible Officer's knowledge,
      each Loan Party during such period has observed or performed all of its
      covenants and other agreements, and satisfied every condition, contained
      in this Agreement and the other Loan Documents to which it is a party to
      be observed, performed or satisfied by it, and that such Responsible
      Officer has obtained no knowledge of any Default or Event of Default
      except as specified in such certificate and (ii) a Compliance Certificate
      containing all information and calculations necessary for determining, on
      a consolidated basis, compliance by all Group Members with the provisions
      of this Agreement referred to therein as of the last day of the fiscal
      quarter or fiscal year of the Borrower, as the case may be, and, if
      applicable, for determining the Applicable Margins;

            (c) as soon as available, and in any event no later than 45 days
      after the end of each fiscal year of the Borrower, a detailed consolidated
      budget for the following fiscal year (including a projected consolidated
      balance sheet of the Borrower and its Subsidiaries as of the end of the
      following fiscal year, the related consolidated statements of projected
      cash flow, projected changes in financial position and projected income
      and a description of the underlying assumptions applicable thereto)
      (collectively, the "Projections"), which Projections shall in each case be
      accompanied by a certificate of a Responsible Officer stating that such
      Projections are based on reasonable estimates, information and assumptions
      and that such Responsible Officer has no reason to believe that such
      Projections are incorrect in any material respect in light of the
      circumstances under which such estimates and assumptions were made;

            (d) if at any time the Borrower is not required to file periodic
      reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act,
      within 90 days after the end of each fiscal year of the Borrower and
      within 45 days after the end of each other fiscal quarter of the Borrower,
      a narrative discussion and analysis of the financial condition and results
      of operations of the Borrower and its Subsidiaries for such fiscal quarter
      and for the period from the beginning of the then current fiscal year to
      the end of such fiscal quarter, as compared to the comparable periods of
      the previous year;

            (e) no later than ten Business Days prior to the effectiveness
      thereof, copies of substantially final drafts of any proposed amendment,
      supplement, waiver or other modification with respect to any Senior
      Subordinated Securities Indenture;


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<PAGE>

            (f) within five days after the same are sent, copies of all
      financial statements and reports that the Borrower sends to the holders of
      any class of its debt securities or public equity securities and, within
      five days after the same are filed, copies of all financial statements and
      reports the Borrower may make to, or file with, the SEC;

            (g) if any Subsidiary organized under the laws of any jurisdiction
      within the United States becomes directly owned by a Foreign Subsidiary,
      prompt notice thereof, including whether such Subsidiary is to be treated
      as a Foreign Subsidiary in accordance with the proviso to the definition
      of the term "Domestic Subsidiary"; and

            (h) promptly, such additional financial and other information as any
      Lender through the Administrative Agent may from time to time reasonably
      request.

            7.3. Payment of Obligations.Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature (including, for the avoidance of doubt,
any tax obligations), except where the amount or validity thereof is currently
being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with respect thereto have been provided on the books of the
relevant Group Member.

            7.4. Maintenance of Existence; Compliance.(a) (i) Preserve, renew
and keep in full force and effect its corporate existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 8.4 and except, in the case of clause (ii) above,
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

            7.5. Maintenance of Property; Insurance.(a) Keep all Property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted and (b) maintain with financially sound and
reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business.

            7.6. Inspection of Property; Books and Records; Discussions.(a) Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all material Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time during regular business hours upon reasonable notice and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Group Members with
responsible officers of the Group Members and with their independent certified
public accountants; provided that, so long as no Default or Event of Default has
occurred and is continuing, such visits, inspections and examinations by any
such

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<PAGE>

Lender shall be coordinated through the Administrative Agent and shall not
exceed two visits each year.

            7.7. Notices.Promptly give notice to the Administrative Agent and
each Lender of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
      Obligation of any Group Member of which any Group Member has knowledge or
      notice or (ii) litigation, request for information, investigation or
      proceeding that may exist at any time between any Group Member and any
      Governmental Authority of which any Group Member has knowledge or notice,
      which in either case, if not cured or if adversely determined, as the case
      may be, could reasonably be expected to have a Material Adverse Effect;

            (c) any litigation or proceeding affecting any Group Member of which
      any Group Member has knowledge or notice (i) in which the amount involved
      is $2,000,000 or more and not covered by insurance, (ii) in which
      injunctive or similar relief is sought, which, if adversely determined,
      could reasonably be expected to have a Material Adverse Effect or (iii)
      which relates to any Loan Document;

            (d) the following events, as soon as possible and in any event
      within 30 days after the Borrower knows thereof: (i) the occurrence of any
      Reportable Event with respect to any Single Employer Plan or a
      Multiemployer Plan, a failure to make any required contribution to a Plan,
      the creation of any Lien in favor of the PBGC or a Plan or any withdrawal
      from, or the termination, Reorganization or Insolvency of, any
      Multiemployer Plan, in each case, if the Borrower would reasonably be
      expected to incur any material liabilities as a result of such event or
      (ii) the institution of proceedings or the taking of any other action by
      the PBGC or the Borrower or any Commonly Controlled Entity or any
      Multiemployer Plan with respect to the withdrawal from, or the
      termination, Reorganization or Insolvency of, any Plan if the Borrower
      could reasonably be expected to incur any material liabilities as a result
      of any such event; and

            (e) any development or event that has had or could reasonably be
      expected to have a Material Adverse Effect.

Each notice pursuant to this Section 7.7 shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower or the relevant Subsidiary
proposes to take with respect thereto.

            7.8. Environmental Laws.(a) Comply in all material respects with,
and use reasonable efforts to ensure compliance in all material respects by all
tenants and subtenants, if any, with, all applicable Environmental Laws, and to
obtain and comply in all material respects with and maintain, and use reasonable
efforts to ensure that all tenants and subtenants obtain and comply in all
material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws.


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<PAGE>

            (b) Conduct and complete all investigations, studies, sampling and
testing, and all response, monitoring, remedial, removal and other actions
required under applicable Environmental Laws and promptly comply in all respects
with all orders and directives of all Governmental Authorities regarding
Environmental Laws; provided, however, that the Borrower shall not be deemed in
violation of this clause (b) if it promptly challenges any such order or
directive of any Governmental Authorities in a manner consistent with
Environmental Laws and pursues such challenge or challenges diligently and the
pendency of such challenges, in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.

            (c) Generate, use, treat, store, release, dispose of, and otherwise
manage Materials of Environmental Concern in a manner that would not reasonably
be expected to result in a material liability to, or to materially affect any
real property owned, leased or operated by, any Group Member; and take
reasonable efforts to prevent any other person from generating, using, treating,
storing, releasing, disposing of, or otherwise managing Hazardous Materials in a
manner that could reasonably be expected to result in a material liability to,
or materially affect any real property owned or operated by, any Group Member or
any offsite location to which any Group Member sent Materials of Environmental
Concern for disposal or treatment.

            7.9. Additional Collateral, etc. (a) With respect to any property
acquired after the Effective Date by the Borrower or any Subsidiary Guarantor
(other than (x) any property described in paragraph (b), (c), (d), or (e) below,
and (y) any property subject to a Lien expressly permitted by Section 8.3(m) or
8.3(p) as to which the Administrative Agent, for the benefit of the Lenders,
does not have a perfected Lien, promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
or such other documents as the Administrative Agent reasonably deems necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a security interest in such property and (ii) take all actions
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a perfected first priority security interest in such property,
including the filing of Uniform Commercial Code financing statements in such
jurisdictions reasonably as may be required by the Guarantee and Collateral
Agreement or by law or as may be requested by the Administrative Agent.

            (b) With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $500,000 acquired after
the Effective Date by the Borrower or any Subsidiary Guarantor (other than any
such real property subject to a Lien expressly permitted by Section 8.3(m)),
including any such real property owned by a new Subsidiary at the time it
becomes subject to the requirements of Section 7.9(c) below, promptly (i)
execute and deliver a first priority Mortgage, in favor of the Administrative
Agent, for the benefit of the Lenders, covering such real property, (ii) if
requested by the Administrative Agent, provide the Lenders with (x) title
insurance covering such real property in an amount at least equal to the
purchase price of such real property (or such other amount as shall be
reasonably specified by the Administrative Agent) as well as a current ALTA
survey thereof, together with a surveyor's certificate and (y) any consents or
estoppels reasonably deemed necessary or advisable by the Administrative Agent
in connection with such Mortgage, each of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent and (iii) if requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the

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<PAGE>

matters described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.

            (c) With respect to any new Subsidiary (other than a Foreign
Subsidiary or a non-Wholly Owned Subsidiary) created or acquired after the
Effective Date (which, for the purposes of this paragraph (c), shall include (A)
any existing Subsidiary that ceases to be a Foreign Subsidiary, (B) any
non-Wholly Owned Subsidiary that becomes a Wholly Owned Subsidiary and (C) any
Foreign Subsidiary or non-Wholly Owned Subsidiary that provides a guarantee of
any Indebtedness (other than the Loans) of the Borrower or any Subsidiary
Guarantor that is a Domestic Subsidiary if the aggregate principal amount of all
such Indebtedness of the Borrower and such Subsidiary Guarantors guaranteed by
such Subsidiary exceeds $5,000,000), promptly (i) execute and deliver to the
Administrative Agent such amendments or supplements to the Guarantee and
Collateral Agreement as the Administrative Agent deems necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest in the Capital Stock of such new Subsidiary
that is owned by the Borrower or any Subsidiary Guarantor, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member or take such other action with respect to
Pledged Stock of Foreign Subsidiaries necessary to perfect the first priority
security interest of the Administrative Agent in such Pledged Stock, (iii) cause
such new Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement, (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Lenders a perfected first priority
security interest in the Collateral described in the Guarantee and Collateral
Agreement owned by such new Subsidiary, including the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement or by law or as may be requested by the
Administrative Agent and (C) to deliver to the Administrative Agent a
certificate of such Subsidiary, substantially in the form of Exhibit C, with
appropriate insertions and attachments, and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

            (d) With respect to any Domestic Subsidiary that does not become a
Subsidiary Guarantor pursuant to Section 7.9(c), promptly (i) execute and
deliver to the Administrative Agent such amendments or supplements to the
Guarantee and Collateral Agreement as the Administrative Agent deems necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a perfected first priority security interest in the Capital Stock of
such Subsidiary that is owned by the Borrower or any Subsidiary Guarantor, (ii)
deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by a
duly authorized officer of the relevant Group Member, as the case may be, and
take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Administrative Agent's security
interest therein, and (iii) if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.


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<PAGE>

            (e) With respect to any Foreign Subsidiary, promptly (i) execute and
deliver to the Administrative Agent such amendments or supplements to the
Guarantee and Collateral Agreement as the Administrative Agent deems necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a perfected first priority security interest in the Capital Stock of
such Subsidiary that is directly owned by the Borrower or any Subsidiary
Guarantor (provided that in no event shall more than 65% of the total
outstanding voting Capital Stock of any such Subsidiary be required to be so
pledged), (ii) deliver to the Administrative Agent the certificates representing
such Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the Borrower or relevant Subsidiary
Guarantor, or take such other action with respect to Pledged Stock of Foreign
Subsidiaries necessary to perfect the first priority security interest of the
Administrative Agent in such Pledged Stock, as the case may be, and take such
other action as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to perfect the Administrative Agent's security
interest therein, and (iii) if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

            (f) With respect to any Intellectual Property, acquired by the
Borrower or any Subsidiary Guarantor that is not identified on the Perfection
Certificate delivered on the Effective Date, promptly (i) notify the
Administrative Agent of such Intellectual Property, (ii) execute and deliver to
the Administrative Agent such amendments or supplements to the Guarantee and
Collateral Agreement or such other documents as shall be necessary or as the
Administrative Agent reasonably requests to grant to the Administrative Agent,
for the benefit of the Lenders, a security interest in such Intellectual
Property and (iii) take all actions necessary or reasonably requested by the
Administrative Agent to perfect a first priority security interest in such
Intellectual Property.

            7.10. Further Assurances.From time to time execute and deliver, or
cause to be executed and delivered, such additional instruments, certificates or
documents, and take all such actions, as the Administrative Agent may reasonably
request for the purposes of implementing or effectuating the provisions of this
Agreement and the other Loan Documents, or of more fully perfecting or renewing
the rights of the Administrative Agent and the Lenders with respect to the
Collateral (or with respect to any additions thereto or replacements or proceeds
thereof or with respect to any other property or assets hereafter acquired by
the Borrower or any Subsidiary which may be deemed to be part of the Collateral)
pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any
Lender of any power, right, privilege or remedy pursuant to this Agreement or
the other Loan Documents which requires any consent, approval, recording
qualification or authorization of any Governmental Authority, the Borrower will
execute and deliver, or will cause the execution and delivery of, all
applications, certifications, instruments and other documents and papers that
the Administrative Agent or such Lenders may be required to obtain from the
Borrower or any of its Subsidiaries for such governmental consent, approval,
recording, qualification or authorization.

            7.11. Use of Proceeds.Use the proceeds of the Loans, together with
the proceeds of the issuance of the Senior Subordinated

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<PAGE>

Notes and the Convertible Senior Subordinated Debentures, to finance the Tender
Offer and the payments to be made in respect of the Convertible Debentures
Options Transactions, to repay amounts owing under the Existing Credit
Agreement, to pay fees and expenses related to the Transactions and for general
corporate purposes of the Borrower and its Subsidiaries; provided that no more
than $50,000,000 of the proceeds of the Revolving Loans shall be used to finance
the Tender Offer and the payments to be made in respect of the Convertible
Debentures Options Transactions, to repay amounts owing under the Existing
Credit Agreement and to pay fees and expenses related to the Transactions. Use
the Letters of Credit to support obligations incurred by the Borrower and its
Subsidiaries for general corporate purposes.

            7.12. Hedging Arrangements.As promptly as practicable, and in any
event within 90 days after the Effective Date, the Borrower will enter into, and
thereafter maintain in effect for the periods specified below, one or more
interest rate protection agreements on such terms and with such parties as shall
be reasonably satisfactory to the Administrative Agent, the effect of which
shall be that for a period of at least two years after the Effective Date, at
least 40% of the Consolidated Total Indebtedness of the Borrower will be
Indebtedness that either bears interest at a fixed rate or the interest cost of
which is hedged pursuant to such interest rate protection agreements.

            7.13. Acknowledgement and Consent.The Borrower will use best efforts
to cause each Issuer (as defined in the Collateral and Guarantee Agreement), if
any, that is not a Loan Party to execute and deliver to the Administrative
Agent, within 30 days after the Effective Date, an Acknowledgment and Consent in
the form attached to the Guarantee and Collateral Agreement.

            7.14. Lease Amendment.The Borrower will use commercially reasonable
efforts to deliver to the Administrative Agent, within 90 days after the
Effective Date, an amendment to the Lease Agreement dated as of August 1, 2004
by and between the Development Authority of Forsyth County and Scientific Games
International, Inc., providing the Administrative Agent with the lender
protections set forth in Section 10.3 of such Lease Agreement.

                         Section 8. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount
is owing to any Lender or Agent hereunder, the Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly:

            8.1. Financial Condition Covenants.

            (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any fiscal quarter of the Borrower to exceed (a)
3.75 to 1.00, in the case of any fiscal quarter ending on or prior to June 30,
2006, or (b) 3.50 to 1.00, in the case of any fiscal quarter thereafter.


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<PAGE>

            (b) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower to be less than 1.00 to 1.00.

            (c) Consolidated Senior Debt Ratio. Permit the Consolidated Senior
Debt Ratio as at the last day of any fiscal quarter of the Borrower to exceed
(a) 2.00 to 1.00, in the case of any fiscal quarter ending on or prior to June
30, 2006, or (b) 1.75 to 1.00, in the case of any fiscal quarter thereafter.

            8.2. Indebtedness.Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

            (a) Indebtedness of any Loan Party pursuant to any Loan Document;

            (b) Indebtedness (i) of the Borrower to any Subsidiary, (ii) of any
      Subsidiary Guarantor to the Borrower or any other Subsidiary, (iii) of any
      Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iv)
      subject to Section 8.8(j), of any Non-Guarantor Subsidiary to the Borrower
      or any Subsidiary Guarantor;

            (c) Guarantee Obligations incurred in the ordinary course of
      business by the Borrower or any of its Subsidiaries of obligations of the
      Borrower, any Subsidiary Guarantor and, subject to Section 8.8(j), of any
      Non-Guarantor Subsidiary;

            (d) Indebtedness outstanding on the date hereof and listed on
      Schedule 8.2(d) and any refinancings, refundings, renewals or extensions
      thereof (without increasing the principal amount thereof, shortening the
      maturity thereof or decreasing the weighted average life thereof);

            (e) Indebtedness of the Borrower or any Subsidiary incurred to
      finance the acquisition, construction or improvement by it of any fixed or
      capital assets in the ordinary course of business, including Capital Lease
      Obligations and any Indebtedness assumed in connection with the
      acquisition of any such assets or secured by a Lien on any such assets
      prior to the acquisition thereof, and extensions, renewals and
      replacements of any such Indebtedness that do not increase the outstanding
      principal amount thereof or result in an earlier maturity date or
      decreased weighted average life thereof; provided that (A) such
      Indebtedness is incurred prior to or within 90 days after such acquisition
      or the completion of such construction or improvement and (B) the
      aggregate principal amount of Indebtedness permitted by this clause 8.2(e)
      shall not exceed $50,000,000 at any time outstanding;

            (f) (i) Indebtedness of the Borrower in respect of (x) the Senior
      Subordinated Notes in an aggregate principal amount not to exceed the
      principal amount thereof initially issued less the principal amount
      thereof repurchased or redeemed in accordance with this Agreement, (y) the
      Convertible Senior Subordinated Debentures in an aggregate principal
      amount not to exceed the principal amount thereof initially issued
      (including pursuant to any exercise of the "green shoe" option granted to
      the underwriters thereof in

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<PAGE>

      connection with such initial issuance) less the principal amount thereof
      repurchased or redeemed in accordance with this Agreement and (z) the
      Existing Subordinated Notes in an aggregate principal amount not to exceed
      the aggregate principal amount outstanding after giving effect to the
      repurchase pursuant to the Tender Offer on the Effective Date less the
      principal amount thereof subsequently repurchased or redeemed in
      accordance with this Agreement and (ii) Guarantee Obligations of any
      Subsidiary Guarantor in respect of such Indebtedness, provided that such
      Guarantee Obligations are subordinated to the same extent as the
      obligations of the Borrower in respect of the related Senior Subordinated
      Securities;

            (g) additional Indebtedness of the Borrower or any of the Subsidiary
      Guarantors in an aggregate principal amount (for the Borrower and all
      Subsidiary Guarantors) not to exceed $50,000,000 at any one time
      outstanding;

            (h) additional Indebtedness of Non-Guarantor Subsidiaries in an
      aggregate principal amount (for all such Subsidiaries) not to exceed
      $25,000,000 at any one time outstanding, provided that, any such
      Indebtedness is non-recourse to the Borrower and the Subsidiary
      Guarantors; and

            (i) Indebtedness consisting of indemnities relating to surety bonds
issued in the ordinary course of business.

            8.3. Liens.Create, incur, assume or suffer to exist any Lien upon
any of its property, whether now owned or hereafter acquired, except for:

            (a) Liens for taxes, assessments, governmental charges or claims not
yet due or that are being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are maintained on the books
of the Borrower or its Subsidiaries, as the case may be, in conformity with
GAAP;

            (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, statutory bank liens, rights of set-off or other like Liens arising
in the ordinary course of business that are not overdue for a period of more
than 30 days or that are being contested in good faith by appropriate
proceedings;

            (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and letters of
credit issued in lieu of such deposits in the ordinary course of business;

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

            (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business that, in the aggregate,
are not substantial in amount and that do not in any case materially detract
from the value of the property


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subject thereto or materially interfere with the ordinary conduct of the
business of the Borrower or any of its Subsidiaries;

            (f) attachment or judgment Liens not constituting an Event of
Default under Section 9; provided that such Lien is released within 60 days
after the entry thereof;

            (g) Liens in favor of customs and revenue authorities to secure
payment of customs duties in connection with the importation of goods that are
not overdue for a period of more than 30 days or that are being contested in
good faith by appropriate proceedings; provided that, such Liens do not encumber
any property other than the goods subject to such customs duties;

            (h) zoning or similar laws or rights reserved to or vested in any
Governmental Authority to control or regulate the use of any real property;

            (i) Liens securing obligations (other than obligations representing
Indebtedness for borrowed money) under operating, reciprocal easement or similar
agreements entered into in the ordinary course of business of the Borrower and
its Subsidiaries;

            (j) licenses of Intellectual Property granted by the Borrower or any
of its Subsidiaries which do not interfere in any material respect with the
ordinary conduct of the business of the Borrower or such Subsidiary;

            (k) Liens securing Indebtedness of any Non-Guarantor Subsidiary
permitted by Section 8.2(b)(iii) and Section 8.2(h), to the extent such Lien
does not at any time encumber any property other than the property of such
Non-Guarantor Subsidiary;

            (l) Liens in existence on the date hereof listed on Schedule 8.3(l),
securing Indebtedness permitted by Section 8.2(d), provided that no such Lien is
spread to cover any additional property after the Effective Date and that the
amount of Indebtedness secured thereby is not increased;

            (m) Liens on fixed or capital assets acquired, constructed or
improved by the Borrower or any Subsidiary in the ordinary course of business;
provided that (i) such security interests secure Indebtedness permitted by
Section 8.2(e), (ii) such security interests and the Indebtedness secured
thereby are incurred prior to or within 90 days after such acquisition or the
completion of such construction or improvement, and (iii) such security
interests shall not apply to any other property or assets of the Borrower or any
Subsidiary;

            (n) Liens created pursuant to the Security Documents;

            (o) any interest or title of a lessor under any lease entered into
by the Borrower or any other Subsidiary in the ordinary course of its business
and covering only the assets so leased;


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<PAGE>

            (p) Liens securing Indebtedness of the Borrower or any Subsidiary
Guarantors incurred pursuant to Section 8.2(g) so long as neither (i) the
aggregate outstanding principal amount of the obligations secured thereby nor
(ii) the aggregate fair market value (determined as of the date such Lien is
incurred) of the assets subject thereto exceeds (as to the Borrower and all
Subsidiaries) $35,000,000 at any one time; and

            (q) Liens in favor of surety bond providers securing performance and
indemnity obligations of the Group Members to such providers in connection with
surety bonds issued in the ordinary course of business to support performance
obligations (not including Indebtedness) of such Group Members under contracts
entered into in the ordinary course of business (any such surety bond, a
"Secured Surety Bond"), provided that, (i) to the extent that any such Lien
becomes secured and perfected on a first priority basis, the Borrower or any of
its Subsidiaries shall cause, within 75 days after the date that is the earlier
of (A) the date that the Borrower or any of its Subsidiaries becomes aware of a
default under a contract in respect of which a Secured Surety Bond has been
issued or (B) the date that the Borrower or any of its Subsidiaries becomes
aware that such Lien has become so perfected, either (x) such Lien to be
released or terminated or (y) such Lien to be junior to the Liens created
pursuant to the Security Documents on terms and conditions reasonably
satisfactory to the Administrative Agent and (ii) the terms of any such Lien
shall provide, at the time provision is made for the granting of such Lien, that
such Lien shall only become effective upon the occurrence of a default in
respect of the related contract for which a Secured Surety Bond has been issued
or a bankruptcy or similar event with respect to the relevant Group Members.

            8.4. Fundamental Changes.Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

            (a) any Subsidiary of the Borrower may be merged or consolidated
      with or into the Borrower (provided that the Borrower shall be the
      continuing or surviving Person) or with or into any Subsidiary Guarantor
      (provided that the Subsidiary Guarantor shall be the continuing or
      surviving corporation) or, subject to Section 8.8(j), with or into any
      Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the
      foregoing, any Non-Guarantor Subsidiary may be merged or consolidated with
      another Non-Guarantor Subsidiary without limitation;

            (b) the Borrower or any Subsidiary of the Borrower may Dispose of
      any or all of its assets (upon voluntary liquidation or otherwise) to the
      Borrower or any Subsidiary Guarantor or, subject to Section 8.8(j), any
      Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor
      Subsidiary may Dispose of any or all of its assets (upon voluntary
      liquidation or otherwise) to another Non-Guarantor Subsidiary without
      limitation; and

            (c) any Subsidiary may liquidate, wind up or dissolve after the
      Disposition of all of its assets as set forth in Section 8.4(b).


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<PAGE>

            8.5. Disposition of Property.Dispose of any of its Property, whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person, except:

            (a) Dispositions of obsolete or worn out Property in the ordinary
      course of business;

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

            (c) Dispositions permitted by Section 8.4(b);

            (d) the sale or issuance of any Subsidiary's Capital Stock to the
      Borrower or any Subsidiary Guarantor; and

            (e) (i) Dispositions of other Property (other than any sale of less
      than all of the Capital Stock of any Subsidiary then owned by the Group
      Members) or (ii) Dispositions of minority interests in joint ventures or
      any Non-Guarantor Subsidiary, having a fair market value not to exceed
      $20,000,000 in the aggregate for any fiscal year of the Borrower, provided
      that (A) the aggregate amount of all such Dispositions shall not exceed
      $100,000,000 during the term of this Agreement, (B) the consideration
      received in any such Disposition shall be in an amount at least equal to
      the fair market value of such Property, (C) at least 75% of the
      consideration received in any such Disposition shall be in cash, provided
      that the amount of such consideration required to be paid in cash may be
      reduced to 50% so long as the remaining portion of such consideration is
      comprised of debt or equity securities of the acquiring Person; and
      provided, further, that Dispositions of other Property for an amount of up
      to $2,000,000 in any fiscal year shall not be subject to this clause (C),
      and (D) the Net Cash Proceeds of any such Dispositions shall be applied to
      prepay Tranche B Term Loans to the extent required pursuant to Section
      4.2(c);

            (f) the sale or issuance of any Non-Guarantor Subsidiary's Capital
      Stock to any other Non-Guarantor Subsidiary in compliance with any other
      applicable requirements of this Agreement (including, to the extent
      applicable, Sections 8.8 and 8.10); and

            (g) Dispositions pursuant to the Transfer Transactions.

            8.6. Restricted Payments.Declare or make any Restricted Payment,
except that:

            (a) any Subsidiary may make Restricted Payments to the Borrower or
      any Subsidiary Guarantor;

            (b) the Borrower may repurchase (x) shares of its Capital Stock to
      the extent that such repurchase is deemed to occur upon the exercise of
      stock options to acquire the Borrower's common stock or similar
      arrangements to acquire common stock; provided that such repurchased
      Capital Stock represent a portion of the exercise price thereof and
      provided, further, that no cash is expended (or obligation to expend cash,
      other than with respect to related withholding taxes, is incurred) by the
      Borrower or any of its

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<PAGE>

      Subsidiaries pursuant to this clause (x), (y) shares of the Borrower's
      Capital Stock held by directors, executive officers, members of management
      or employees of the Borrower or any of its Subsidiaries upon the death,
      disability, retirement or termination of employment of such directors,
      executive officers, members of management or employees, so long as (1)
      immediately prior to and after giving effect to such repurchase, no
      Default or Event of Default shall have occurred or is continuing and (2)
      the aggregate amount of cash expended by the Borrower pursuant to this
      clause (y) does not exceed $5,000,000 in any fiscal year of the Borrower
      and (z) shares of the Borrower's or any of its Subsidiary's Capital Stock,
      so long as (1) immediately prior to, and after giving effect to such
      repurchase, no Default or Event of Default shall have occurred or is
      continuing, (2) after giving effect to such repurchase (and any other such
      repurchases since the last day of the most recently ended fiscal quarter)
      and any Indebtedness incurred in connection therewith, the Borrower is in
      compliance with Section 8.1 (determined on a pro forma basis as if such
      repurchases had occurred, and any such Indebtedness had been incurred, on
      the last day of the most recent fiscal quarter or, for purposes of Section
      8.1(b), on the first day of the most recently ended period of four
      consecutive fiscal quarters), (3) at the time of the repurchase (and after
      giving effect thereto), there shall be remaining at least $15,000,000 of
      Available Revolving Commitments and (4) the aggregate amount expended for
      repurchases pursuant to this clause (z) shall not exceed $50,000,000
      (plus, if the Consolidated Leverage Ratio as of the end of the most
      recently ended fiscal quarter of the Borrower, determined on a pro forma
      basis as if all such repurchases since such date and any related
      incurrences of Indebtedness had occurred at the end of such quarter, shall
      be less than 1.75 to 1.00, the Permitted Expenditure Amount) in the
      aggregate;

            (c) the Borrower may make Restricted Payments pursuant to and in
      accordance with the Convertible Debentures Options Transactions;

            (d) any Subsidiary may make Restricted Payments ratably with respect
      to its Capital Stock; and

            (e) the Borrower may make dividend payments payable solely in its
      Capital Stock.

            8.7. Payment Blockage Notice.Give any notice to block or prohibit
payments in respect of any Senior Subordinated Securities pursuant to the
subordination provisions thereof, except with the prior written consent of the
Required Lenders.

            8.8. Investments.Make any advance, loan, extension of credit (by way
of guaranty or otherwise) or capital contribution to, or purchase any Capital
Stock, bonds, notes, debentures or other debt securities of, or any assets
constituting a business unit of, or make any other investment in, any Person
(all of the foregoing, "Investments"), except:

            (a) extensions of trade credit in the ordinary course of business;

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<PAGE>

            (b) (i) Investments in Cash Equivalents and (ii) other Investments
      in Foreign Currencies held in the ordinary course of business in the
      aggregate amount not to exceed the Dollar Equivalent of $1,000,000 at any
      time, which Investments would otherwise constitute Cash Equivalents but
      for the sovereign debt rating of the country issuing such Foreign
      Currency;

            (c) Guarantee Obligations permitted by Section 8.2;

            (d) loans and advances to employees of any Group Member of the
      Borrower in the ordinary course of business (including for travel,
      entertainment and relocation expenses) in an aggregate amount for all
      Group Members not to exceed $2,000,000 at any one time outstanding;

            (e) Investments consisting of Capital Expenditures otherwise
      permitted by this Agreement;

            (f) Investments outstanding on the date hereof and listed on
      Schedule 8.8(f);

            (g) Investments consisting of non-cash consideration received by the
      Borrower and its Subsidiaries in connection with any Disposition of assets
      permitted under Section 8.5(e) in an aggregate amount not to exceed
      $25,000,000 at any one time outstanding (determined without regard to any
      write-downs or write-offs thereof);

            (h) Investments in assets useful in the business of the Borrower and
      its Subsidiaries (of the type described in the definition of the term
      Reinvestment Notice) made by the Borrower or any of its Subsidiaries with
      the proceeds of any Reinvestment Deferred Amount, subject to the
      limitations in clauses (j) and (k) in the case of any such Investment in
      or by a Non-Guarantor Subsidiary with any such proceeds received by the
      Borrower or a Subsidiary Guarantor;

            (i) intercompany Investments by any Group Member in the Borrower or
      any Person that, prior to such Investment, is a Subsidiary Guarantor;
      provided that such Investments shall be subordinated to the Obligations in
      a manner reasonably satisfactory to the Administrative Agent;

            (j) intercompany Investments by the Borrower or any of its
      Subsidiaries in any Person, that, prior to such Investment, is a
      Non-Guarantor Subsidiary (including, without limitation, Guarantee
      Obligations with respect to obligations of any such Non-Guarantor
      Subsidiary, loans made to any such Non-Guarantor Subsidiary and
      Investments resulting from mergers with or sales of assets to any such
      Non-Guarantor Subsidiary); provided that the aggregate amount of all such
      Investments (including, without limitation, all such Guarantee
      Obligations) made by the Borrower and the Subsidiary Guarantors (excluding
      those permitted by clause (k) below), valued at cost without giving effect
      to any write-down or write-off of any such Investments, shall not exceed
      $50,000,000 at any time outstanding during the term of this Agreement;

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<PAGE>

            (k) Investments consisting of acquisitions of Capital Stock or
      assets pursuant to a Permitted Acquisition; provided that (i) the
      aggregate amount of all such Investments in Non-Guarantor Subsidiaries
      shall not exceed $200,000,000 during the term of this Agreement, and (ii)
      (A) immediately prior to and after giving effect to any such Investment,
      no Default or Event of Default shall have occurred or is continuing, (B)
      after giving effect (determined on a pro forma basis as if such Investment
      had occurred on the last day of the most recent fiscal quarter or, for
      purposes of Section 8.1(b), on the first day of the most recently ended
      period of four consecutive fiscal quarters) to such Investment, and all
      other such Investments made since the end of the most recently ended
      fiscal quarter, and any Indebtedness incurred in connection therewith, the
      Borrower is in compliance with Section 8.1 and (C) at the time of such
      Investment (and after giving effect thereto), there shall be remaining at
      least $15,000,000 of Available Revolving Commitments;

            (l) Investments in joint ventures (other than pursuant to Section
      8.8(j)) in an aggregate amount not to exceed $10,000,000 in any fiscal
      year of the Borrower; provided that (i) 50% of any amount not so expended
      in the fiscal year for which it is permitted, may be carried over for use
      in the next succeeding fiscal year and (ii) Investments made pursuant to
      this clause (l) during any fiscal year shall be deemed made, first, in
      respect of amounts permitted for such fiscal year as provided above and,
      second, in respect of amounts carried over from the prior fiscal year
      pursuant to subclause (i) above;

            (m) minority Investments in the securities of any trade creditor,
      wholesaler, supplier or customer received pursuant to any plan of
      reorganization or similar arrangement of such trade creditor, wholesaler,
      supplier or customer, as applicable;

            (n) in addition to Investments otherwise expressly permitted by this
      Section, Investments by the Borrower or any of its Subsidiaries in an
      aggregate amount (valued at cost, without giving effect to any write-down
      or write-off of any such Investments) not to exceed $15,000,000 during the
      term of this Agreement;

            (o) Investments that will fund Supplemental Executive Retirement
      Plan liabilities as approved by the board of directors of the Borrower;
      and

            (p) intercompany Investments pursuant to the Transfer Transactions.

            8.9. Payments and Modifications of Certain Debt Instruments.(a) (i)
Make or offer to make any optional or voluntary payment, prepayment, repurchase
or redemption of or otherwise optionally or voluntarily defease or segregate
funds with respect to the Senior Subordinated Securities, except Existing
Subordinated Notes (either pursuant to the Tender Offer or after the
consummation of the Tender Offer); provided that the Borrower may make or offer
to make a payment, prepayment, repurchase or redemption of or otherwise
optionally or voluntarily defease or segregate funds with respect to the Senior
Subordinated Securities in an aggregate principal amount not to exceed an amount
equal to the then unused Permitted Expenditure Amount at such time (after giving
effect to any concurrent uses thereof) so long as (x) no Default or Event of
Default shall have occurred and be continuing or would result therefrom, (y)
after

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<PAGE>

giving effect to such payment, prepayment, repurchase or redemption or such
optional or voluntary defeasance or segregation of funds, as applicable, and any
related incurrence of Indebtedness, the Consolidated Senior Debt Ratio on a pro
forma basis would be at least 0.50 below the then current level required by
Section 8.1(c) as of the end of the most recently ended fiscal quarter of the
Borrower (determined as if all such payments, prepayments, repurchases or
redemptions or such optional or voluntary defeasance or segregation of funds and
related incurrences of Indebtedness since the last day of such most recently
ended fiscal quarter had occurred on the last day of such most recently ended
fiscal quarter) and (z) at the time of such payment, prepayment, repurchase or
redemption or such optional or voluntary defeasance or segregation of funds (and
after giving effect thereto), as applicable, there shall be remaining at least
$15,000,000 of Available Revolving Commitments, (ii) amend, modify, waive or
otherwise change, or consent or agree to any amendment, modification, waiver or
other change to, any of the terms of the Senior Subordinated Securities (other
than any such amendment, modification, waiver or other change that (A) would
extend the maturity or reduce the amount of any payment of principal thereof or
reduce the rate or extend any date for payment of interest thereon or would
eliminate any covenant or make any covenant less restrictive and (B) does not
involve the payment of a consent fee) or (iii) designate any Indebtedness (other
than obligations of the Loan Parties pursuant to the Loan Documents) as
"Designated Senior Debt" (or any other defined term having a similar purpose)
for the purposes of any Senior Subordinated Securities Indenture.

            (b) Make any cash payment in respect of the principal amount of any
Convertible Senior Subordinated Debentures that are converted, unless (i)
immediately prior to and after giving effect to any such cash payment, no
Default or Event of Default shall have occurred or is continuing, (ii) after
giving effect (determined on a pro forma basis as if such payment had occurred
on the last day of the most recent fiscal quarter or, for purposes of Section
8.1(b), on the first day of the most recently ended period of four consecutive
fiscal quarters) to such cash payment, the Borrower is in compliance with
Section 8.1 and (iii) at the time of such cash payment (and after giving effect
thereto), there shall be remaining at least $15,000,000 of Available Revolving
Commitments.

            8.10. Transactions with Affiliates.Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than the Borrower or any Subsidiary Guarantor) unless such
transaction is (a) otherwise not prohibited by this Agreement, (b) in the
ordinary course of business of the relevant Group Member, and (c) upon fair and
reasonable terms no less favorable to the relevant Group Member, than it would
obtain in a comparable arm's length transaction with a Person that is not an
Affiliate; provided, however, that the provisions of clauses (b) and (c) of this
Section 8.10 shall not apply to any transaction (i) between a Non-Guarantor
Subsidiary and any other Non-Guarantor Subsidiary and (ii) between a Subsidiary
Guarantor and any Non-Guarantor Subsidiary to the extent such transaction is no
less favorable to such Subsidiary Guarantor than it would obtain in a comparable
arm's length transaction with a Person that is not an Affiliate.

            8.11. Sales and Leasebacks.Enter into any arrangement with any
Person providing for the leasing by any Group Member of real or personal
property that has been or is to be sold or transferred by such Group Member to
such Person or to any other Person to whom

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funds have been or are to be advanced by such Person on the security of such
property or rental obligations of such Group Member, other than any such
arrangement that (i) if such arrangement is a Capital Lease Obligation, is
permitted pursuant to Section 8.2(e), (ii) the consideration received from such
arrangement is (A) solely cash consideration to the extent of the fair market
value of any Collateral so sold or transferred, as determined in good faith by
the Borrower's board of directors and (B) at least 75% in cash consideration to
the extent of the fair market value of the property (other than Collateral) so
sold or transferred, as determined in good faith by the Borrower's board of
directors, provided that prior consent of the board of directors shall be
obtained if such fair market value was determined to be in excess of $1,000,000
and (iii) the Net Cash Proceeds derived from such arrangement shall be applied
toward the prepayment of the Tranche B Term Loans as set forth in Section
4.2(c), without giving any Reinvestment Notice.

            8.12. Changes in Fiscal Periods.Permit the fiscal year of the
Borrower to end on a day other than December 31 or change the Borrower's method
of determining fiscal quarters.

            8.13. Negative Pledge Clauses.Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of any Group
Member to create, incur, assume or suffer to exist any Lien upon any of its
property or revenues, whether now owned or hereafter acquired, to secure its
obligations under the Loan Documents to which it is a party other than (a) this
Agreement and the other Loan Documents, (b) any agreements governing any Liens
or Capital Lease Obligations otherwise permitted under Sections 8.3(l), (m) and
(o), provided that, in each case, any prohibition or limitation shall only be
effective against the assets financed thereby, (c) to the extent existing on the
Effective Date, contracts with customers prohibiting Liens on any equipment used
in the performance of any such contracts set forth on Schedule 8.13(c), (d) to
the extent existing on the Effective Date, contracts with customers prohibiting
the assignment of such contracts or proceeds owing thereunder set forth on
Schedule 8.13(d) and (e) to the extent contracts of the type described in clause
(c) or (d) hereof are entered into after the Effective Date, any such contracts
(and any renewals thereof) so long as the aggregate value of the assets subject
to such prohibitions, in each case as set forth on the most recent consolidated
balance sheet of the Borrower and its consolidated Subsidiaries in accordance
with GAAP, shall not exceed 5% of the aggregate value of all assets set forth on
the most recent consolidated balance sheet of the Borrower and its consolidated
Subsidiaries in accordance with GAAP.

            8.14. Clauses Restricting Subsidiary Distributions.Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or
advances to, or other Investments in, the Borrower or any other Subsidiary of
the Borrower or (c) transfer any of its assets to the Borrower or any other
Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the Loan
Documents and (ii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the
Disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary.


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<PAGE>

            8.15. Lines of Business.Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonably related thereto and business utilizing the same or similar
technology.

            8.16. Hedge Agreements. Enter into any Hedge Agreement, except (a)
Hedge Agreements entered into by the Borrower to hedge or mitigate risks to
which the Borrower or any Subsidiary has actual exposure (other than those in
respect of Capital Stock or the Senior Subordinated Securities), (b) Hedge
Agreements entered into in order to effectively cap, collar or exchange interest
or currency rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Borrower or any Subsidiary (including any Senior
Subordinated Securities); provided that, at the time of and after giving effect
to any such Hedge Agreement, at least 40% of Consolidated Total Debt will be
comprised of Indebtedness effectively bearing interest at a fixed rate (taking
into account the effect of all Hedge Agreements, whether fixed to floating or
floating to fixed), (c) the Convertible Debentures Options Transactions and (d)
other Hedge Agreements entered into to hedge or mitigate risks to which the
Borrower or any Subsidiary has exposure that do not involve any risk of payment
required to be made by the Borrower or any Subsidiary (other than any up-front
payment made at the time such Hedge Agreement is entered into).

                          Section 9. EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Loan or
      Reimbursement Obligation when due in accordance with the terms hereof; or
      the Borrower shall fail to pay any interest on any Loan or Reimbursement
      Obligation, or any other amount payable hereunder or under any other Loan
      Document, within five days after any such interest or other amount becomes
      due in accordance with the terms hereof; or

            (b) any representation or warranty made or deemed made by any Loan
      Party herein or in any other Loan Document or that is contained in any
      certificate, document or financial or other statement furnished by it at
      any time under or in connection with this Agreement or any such other Loan
      Document shall prove to have been inaccurate in any material respect on or
      as of the date made or deemed made; or

            (c) (i) any Loan Party shall default in the observance or
      performance of any agreement contained in clause (i) or (ii) of Section
      7.4(a) (with respect to the Borrower only), Section 7.7(a), Section 7.11
      or Section 8 of this Agreement or Sections 5.5 or 5.7(b) of the Guarantee
      and Collateral Agreement or (ii) an "Event of Default" under and as
      defined in any Mortgage shall have occurred and be continuing; or

            (d) any Loan Party shall default in the observance or performance of
      any other agreement contained in this Agreement or any other Loan Document
      (other than as provided in paragraphs (a) through (c) of this Section),
      and such default shall continue

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<PAGE>

      unremedied for a period of 30 days after notice to the Borrower from the
      Administrative Agent or the Required Lenders; or

            (e) any Group Member (i) defaults in making any payment of any
      principal of any Material Indebtedness (including any Guarantee
      Obligation, but excluding the Loans) on the scheduled or original due date
      with respect thereto; or (ii) defaults in making any payment of any
      interest on any Material Indebtedness beyond the period of grace, if any,
      provided in the instrument or agreement under which such Material
      Indebtedness was created; or (iii) defaults in the observance or
      performance of any other agreement or condition relating to any Material
      Indebtedness or contained in any instrument or agreement evidencing,
      securing or relating thereto, or any other event shall occur or condition
      exist, the effect of which default or other event or condition is to
      cause, or to permit the holder or beneficiary of Material Indebtedness (or
      a trustee or agent on behalf of such holder or beneficiary) to cause, with
      the giving of notice if required, Material Indebtedness to become due
      prior to its stated maturity or to become subject to a mandatory offer to
      purchase by the obligor thereunder or (in the case of any Material
      Indebtedness constituting a Guarantee Obligation) to become payable; or

            (f) (i) any Group Member shall commence any case, proceeding or
      other action (A) under any existing or future law of any jurisdiction,
      domestic or foreign, relating to bankruptcy, insolvency, reorganization or
      relief of debtors, seeking to have an order for relief entered with
      respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
      seeking reorganization, arrangement, adjustment, winding-up, liquidation,
      dissolution, composition or other relief with respect to it or its debts,
      or (B) seeking appointment of a receiver, trustee, custodian, conservator
      or other similar official for it or for all or any substantial part of its
      assets, or any Group Member shall make a general assignment for the
      benefit of its creditors; or (ii) there shall be commenced against any
      Group Member any case, proceeding or other action of a nature referred to
      in clause (i) above that (A) results in the entry of an order for relief
      or any such adjudication or appointment or (B) remains undismissed,
      undischarged or unbonded for a period of 60 days; or (iii) there shall be
      commenced against any Group Member any case, proceeding or other action
      seeking issuance of a warrant of attachment, execution, distraint or
      similar process against all or any substantial part of its assets that
      results in the entry of an order for any such relief that shall not have
      been vacated, discharged, or stayed or bonded pending appeal within 60
      days from the entry thereof; or (iv) any Group Member shall take any
      action in furtherance of, or indicating its consent to, approval of, or
      acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
      above; or (v) any Group Member shall generally not, or shall be unable to,
      or shall admit in writing its inability to, pay its debts as they become
      due; or

            (g) (i) any Person shall engage in any "prohibited transaction" (as
      defined in Section 406 of ERISA or Section 4975 of the Code) involving any
      Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
      of ERISA), whether or not waived, shall exist with respect to any Plan or
      any Lien in favor of the PBGC or a Plan shall arise on the assets of the
      Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
      occur with respect to, or proceedings shall commence to have a

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      trustee appointed, or a trustee shall be appointed, to administer or to
      terminate, any Single Employer Plan, which Reportable Event or
      commencement of proceedings or appointment of a trustee is, in the
      reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA, (iv) any
      Single Employer Plan shall terminate for purposes of Title IV of ERISA, or
      (v) the Borrower or any Commonly Controlled Entity shall, or in the
      reasonable opinion of the Required Lenders is likely to, incur any
      liability in connection with a withdrawal from, or the Insolvency or
      Reorganization of, a Multiemployer Plan; and in each case in clauses (i)
      through (v) above, such event or condition, together with all other such
      events or conditions, if any, would, in the reasonable judgment of the
      Required Lenders, reasonably be expected to have a Material Adverse
      Effect; or

            (h) one or more judgments or decrees shall be entered against any
      Group Member involving in the aggregate a liability (not paid or fully
      covered by insurance as to which the relevant insurance company has
      acknowledged coverage) of $2,000,000 or more, and all such judgments or
      decrees shall not have been vacated, discharged, stayed or bonded pending
      appeal within 30 days from the entry thereof; or

            (i) any of the Security Documents shall cease, for any reason, to be
      in full force and effect, or any Loan Party or any Affiliate of any Loan
      Party shall so assert, or any Lien created by any of the Security
      Documents shall cease to be enforceable and of the same effect and
      priority purported to be created thereby; or

            (j) the guarantee contained in Section 2 of the Guarantee and
      Collateral Agreement shall cease, for any reason, to be in full force and
      effect or any Loan Party or any Affiliate of any Loan Party shall so
      assert; or

            (k) (i) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")) shall become, or obtain rights (whether by means or
      warrants, options or otherwise) to become, the "beneficial owner" (as
      defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
      indirectly, of more than 35% of the outstanding common stock of the
      Borrower; (ii) the board of directors of the Borrower shall cease to
      consist of a majority of Continuing Directors; or (iii) a Specified Change
      of Control shall occur; or

            (l) any Senior Subordinated Securities or the guarantees thereof
      shall cease, for any reason, to be validly subordinated to the
      Obligations, as provided in any Senior Subordinated Securities Indenture,
      or any Loan Party, any Affiliate of any Loan Party, the trustee in respect
      of such Senior Subordinated Securities or the holders of at least 25% in
      aggregate principal amount of such Senior Subordinated Securities shall so
      assert in writing; or

            (m) any Group Member defaults in the observation or performance of
      any agreement or condition contained in one or more contracts with respect
      to which Secured Surety Bonds have been issued resulting in a notice or
      notices of claims submitted under the Secured Surety Bonds and the
      aggregate amount of such claims exceed $20,000,000

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      at any time outstanding and such defaults shall either (x) be continuing
      for a period of 60 days or more or (y) have resulted in the provider of
      the relevant Secured Surety Bonds taking any enforcement action in respect
      of the Lien securing such Secured Surety Bond;

then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of
L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder)
shall immediately become due and payable, and (B) if such event is any other
Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall,
by notice to the Borrower declare the Revolving Commitments to be terminated
forthwith, whereupon the Revolving Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower, declare the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the
other Loan Documents (including all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable.  With respect to
all Letters of Credit with respect to which presentment for honor shall not
have occurred at the time of an acceleration pursuant to this paragraph, the
Borrower shall at such time deposit in a cash collateral account opened by
the Administrative Agent an amount equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit.  Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully
drawn upon, if any, shall be applied to repay other obligations of the
Borrower hereunder and under the other Loan Documents.  After all such
Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations
of the Borrower hereunder and under the other Loan Documents shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to the Borrower (or such other Person as may be lawfully entitled
thereto).  Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived
by the Borrower.

                             Section 10. THE AGENTS

            10.1. Appointment.(a) Each Lender and Issuing Lender hereby
irrevocably designates and appoints each Agent as the agent of such Lender under
this Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes such Agent, in such capacity, to take such action on its behalf under
the provisions of this Agreement and the other Loan Documents and to exercise
such powers and perform such duties as are delegated to such Agent by the terms
of this Agreement and the other Loan Documents, together with such actions and
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those

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expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent.

            (b) The Issuing Lender shall act on behalf of the Revolving Lenders
with respect to Letters of Credit issued or made under this Agreement and the
documents associated therewith. It is understood and agreed that the Issuing
Lender (i) shall have all of the benefits and immunities (x) provided to the
Agents in this Section 10 with respect to acts taken or omissions suffered by
the Issuing Lender in connection with Letters of Credit issued or made under
this Agreement and the documents associated therewith as fully as if the term
"Agents", as used in this Section 10, included the Issuing Lender with respect
to such acts or omissions and (y) as additionally provided in this Agreement and
(ii) shall have all of the benefits of the provisions of Section 10.7 as fully
as if the term "Agents", as used in Section 10.7, included the Issuing Lender.

            10.2. Delegation of Duties.Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Each Agent and any such agent or
attorney-in-fact may perform any and all of its duties and exercise its rights
and powers through their respective Related Parties. No Agent shall be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

            10.3. Exculpatory Provisions.Neither any Agent nor any of their
respective Related Parties shall be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to
perform its obligations hereunder or thereunder. The Agents shall not be under
any obligation to any Lender 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.

            10.4. Reliance by Agents.Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order 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
the Borrower), independent accountants and other experts selected by such Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all

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purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Administrative Agent. Each Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. The Agents shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or, if so specified by this Agreement, all Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.

            10.5. Notice of Default.No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

            10.6. Non-Reliance on Agents and Other Lenders.Each Lender expressly
acknowledges that neither the Agents nor any of their respective Related Parties
have made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its Related Parties.

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            10.7. Indemnification.The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence, bad
faith or willful misconduct. The agreements in this Section shall survive the
payment of the Loans and all other amounts payable hereunder.

            10.8. Agent in Its Individual Capacity.Each Agent and its affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent were not an Agent. With
respect to its Loans made or renewed by it and with respect to any Letter of
Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

            10.9. Successor Administrative Agent.The Administrative Agent may
resign as Administrative Agent at any time upon notice to the Lenders, the
Issuing Lenders and the Borrower and may be removed at any time by the Required
Lenders. Upon the resignation or removal of the Administrative Agent under this
Agreement and the other Loan Documents, the Required Lenders shall appoint a
successor agent for the Lenders, which successor agent shall (unless an Event of
Default under Section 9(a) or Section 9(f) with respect to the Borrower shall
have occurred and be continuing) be subject to approval by the Borrower (which
approval shall not be unreasonably withheld or delayed), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Lenders, appoint a successor
agent, which agent shall be a bank organized and doing business under the laws
of the United States or any state thereof, subject to supervision or examination
by any federal or state authority and having a total shareholder equity


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aggregating at least $1,000,000,000 or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After any retiring Administrative
Agent's resignation or removal as Administrative Agent, the provisions of this
Section 10 and Section 11.5 shall inure to its benefit and the benefit of its
agents and their respective Related Parties as to any actions taken or omitted
to be taken by any of them while it was acting under this Agreement and the
other Loan Documents.

            10.10. Agents Generally.Except as expressly set forth herein, no
Agent shall have any duties or responsibilities hereunder in its capacity as
such.

            10.11. Lead Arrangers and Syndication Agent.Each of the Lead
Arrangers and the Syndication Agent, in its capacity as such, shall have no
duties or responsibilities, and shall incur no liability, under this Agreement
and other Loan Documents.

                           Section 11. MISCELLANEOUS

            11.1. Amendments and Waivers.Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of Section 2.4 or this Section
11.1; provided that Incremental Term Loan Amendments pursuant to and in
compliance with Section 2.4 shall not be subject to this Section 11.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, consents, supplements or modifications hereto
and to the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount of any Loan or
L/C Disbursement or extend the final scheduled date of maturity of any Loan,
extend the scheduled date of any amortization payment in respect of any Tranche
B Term Loan, extend the required date of reimbursement of any L/C Disbursement,
reduce the stated rate of any interest or fee payable hereunder (except (x) in
connection with the waiver of applicability of any post-default increase in
interest rates, which waiver shall be effective with the consent of the Majority
Facility Lenders of each adversely affected Facility and (y) that any amendment
or modification of defined terms used in the financial covenants in this
Agreement shall not constitute a reduction in the rate of interest or fees for
purposes of this clause (i)) or extend the scheduled date of any payment
thereof, or increase the amount or extend the expiration date of any Lender's
Revolving Commitment under either Revolving Facility, in each case without the
written consent of each Lender directly affected thereby; (ii) eliminate or
reduce the voting rights of any Lender under this Section 11.1 without the
written consent of such Lender; (iii) reduce any percentage specified in the
definition of Required Lenders or any other provision of any Loan Document
specifying the number or percentage of Lenders required to waive, modify or
amend any rights thereunder or make any determination or grant any consent
thereunder, consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents,
release all or substantially all of the Collateral or release any material
guarantee under the Guarantee and Collateral Agreement or limit the applicable
Loan Party's liability in respect of such guarantee, in each case without the


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written consent of all Lenders; (iv) amend, modify or waive any condition
precedent to any extension of credit under a Revolving Facility set forth in
Section 6.2 (including in connection with any waiver of an existing Default or
Event of Default) without the written consent of the Majority Facility Lenders
with respect to such Revolving Facility; (v) amend, modify or waive any
provision of Section 4.8 without the written consent of the Majority Facility
Lenders in respect of each Facility adversely affected thereby; (vi) reduce the
amount of Net Cash Proceeds required to be applied to prepay Tranche B Term
Loans under this Agreement without the written consent of the Majority Facility
Lenders with respect to the Tranche B Term Loan Facility; (vii) reduce the
percentage specified in the definition of Majority Facility Lenders with respect
to any Facility without the written consent of all Lenders under such Facility;
(viii) amend, modify or waive any provision of Section 10 without the written
consent of each Agent adversely affected thereby; (ix) amend, modify or waive
any provision of Section 3.3 or 3.4 without the written consent of the Swingline
Lender; (x) change any provisions of any Loan Document in a manner that by its
terms adversely affects the rights in respect of payments due to Lenders holding
Loans of any Class differently than those holding Loans of any other Class,
without the written consent of Lenders holding a majority in interest of the
outstanding Loans and unused Commitments of each affected Class; provided,
further, that any waiver, amendment or modification of this Agreement that by
its terms affects the rights or duties under this Agreement of one Class of
Lenders (but not other Classes) may be effected by an agreement or agreements in
writing entered into by the Borrower and requisite percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this
Section if such Class of Lenders were the only Class of Lenders hereunder at the
time; or (xi) amend, modify or waive any provision of Sections 3.7 to 3.14
without the written consent of each Issuing Lender. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Loan Parties, the Lenders, the Agents and all
future holders of the Loans; provided that no such agreement shall amend, modify
or otherwise affect the rights or duties of the Administrative Agent, the
Issuing Lender or the Swingline Lender without the prior written consent of the
Administrative Agent, the Issuing Lender or the Swingline Lender, as the case
may be. In the case of any waiver, the Loan Parties, the Lenders and the Agents
shall be restored to their former positions and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon. Notwithstanding the foregoing, any provision of this Agreement may be
amended by an agreement in writing entered into by the Borrower, the Required
Lenders and the Administrative Agent (and, if their rights or obligations are
affected thereby, each Issuing Lender and the Swingline Lender) if (i) by the
terms of such

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agreement the Commitment of each Lender not consenting to the amendment provided
for therein shall terminate upon the effectiveness of such amendment and (ii) at
the time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of and interest accrued on each Loan
made by it and all other amounts owing to it or accrued for its account under
this Agreement.

            Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents
with the Tranche B Term Loans and Revolving Extensions of Credit and the accrued
interest and fees in respect thereof and (b) to include appropriately the
Lenders holding such credit facilities in any determination of the Required
Lenders and Majority Facility Lenders.

            In addition, notwithstanding the foregoing, this Agreement may be
amended with the written consent of the Administrative Agent, the Borrower and
the Lenders providing the relevant Replacement Term Loans (as defined below) to
permit the refinancing of all outstanding Tranche B Term Loans ("Refinanced Term
Loans") with a replacement term loan tranche hereunder ("Replacement Term
Loans"), provided that (a) the aggregate principal amount of such Replacement
Term Loans shall not exceed the aggregate principal amount of such Refinanced
Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not
be higher than the Applicable Margin for such Refinanced Term Loans, (c) the
weighted average life to maturity of such Replacement Term Loans shall not be
shorter than the weighted average life to maturity of such Refinanced Term Loans
at the time of such refinancing and (d) all other terms applicable to such
Replacement Term Loans shall be substantially identical to, or less favorable to
the Lenders providing such Replacement Term Loans than, those applicable to such
Refinanced Term Loans, except to the extent necessary to provide for covenants
and other terms applicable to any period after the latest final maturity of the
Tranche B Term Loans in effect immediately prior to such refinancing.

            11.2. Notices.(a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the Agents, and
as set forth in an Administrative Questionnaire delivered to the Administrative
Agent in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto:

            (i) to the Borrower at 750 Lexington Avenue, New York, NY 10022,
      Attention of Robert C. Becker (Telecopy No. (212) 754-2372);

            (ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A.,
      1111 Fannin, 10th Floor, Houston, TX 77002, Attention of Loan and Agency
      Services Group

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      (Telecopy No. (713) 750-2892), with a copy to JPMorgan Chase Bank, N.A.,
      277 Park Avenue, 3rd Floor, New York, NY 10172, Attention of Donald
      Shokrian (Telecopy No. (646) 534-0574);

            (iii) if to JPMorgan Chase Bank, N.A., as Issuing Lender, to 270
      Park Avenue, 15th Floor, New York, NY 10017, Attention of David Gugliotta
      (Telecopy No. (212) 270-3513), with a copy to JPMorgan Chase Bank, N.A.,
      277 Park Avenue, 3rd Floor, New York, New York 10172, Attention of Donald
      Shokrian (Telecopy No. (646) 534-0574);

            (iv) if to the Swingline Lender, to JPMorgan Chase Bank, N.A., 1111
      Fannin, 10th Floor, Houston, TX 77002, Attention of Loan and Agency
      Services Group (Telecopy No. (713) 750-2892), with a copy to JPMorgan
      Chase Bank, N.A., 277 Park Avenue, 3rd Floor, New York, NY 10172,
      Attention of Donald Shokrian (Telecopy No. (646) 534-0574); and; and

            (v) if to any other Lender or Issuing Lender, to it at its address
      (or telecopy number) set forth in its Administrative Questionnaire;

provided that any notice, request or demand to or upon any Agent, the Issuing
Lender or the Lenders shall not be effective until received.

            (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Sections 2, 3 and 4 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in their discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            11.3. No Waiver; Cumulative Remedies.No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents 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 that would otherwise be provided
by law. No waiver of any provision of any Loan Document or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the
same shall be permitted by Section 11.1, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or any
Issuing Lender may have had notice or knowledge of such Default at the time.

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            11.4. Survival.All representations and warranties made by the Loan
Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan
Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and
the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, any Issuing Lender or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 4.9, 4.10, 4.11 and 11.5 and
11.13(e) and Section 10 shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit
and the Commitments or the termination of this Agreement or any provision
hereof.

            11.5. Payment of Expenses and Taxes.The Borrower agrees (a) to pay
or reimburse the Syndication Agent, the Administrative Agent and the Lead
Arrangers for all their respective reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to such
Agent and filing and recording fees and expenses, with statements with respect
to the foregoing to be submitted to the Borrower prior to the Effective Date (in
the case of amounts to be paid on the Effective Date) and from time to time
thereafter (not less frequently than quarterly, if accrued and unbilled fees
exceed $15,000) as such Agent shall deem appropriate, (b) to pay or reimburse
each Lender, Issuing Lender and Agent for all its costs and reasonable expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents, including
the fees and disbursements of counsel (including the allocated fees and expenses
of in-house counsel) to each Lender and Issuing Lender and of counsel to such
Agent, provided that, the fees and disbursements of counsel to any such Lender
shall only be paid or reimbursed to the extent incurred in connection with a
Default or an Event of Default, (c) to pay, indemnify, and hold each Lender,
Issuing Lender and Agent harmless from, any and all recording and filing fees
and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, that may be payable or determined
to be payable in connection with the execution and delivery of, or consummation
or administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, (d) to
pay or reimburse each Issuing Lender for all its reasonable out-of-pocket costs
and expenses incurred in connection with the conversion of any Multicurrency
Letter of Credit denominated in a Foreign Currency pursuant to the terms of this
Agreement, and (e) to pay, indemnify, and hold each Lender, Issuing Lender and
Agent and their respective officers,

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directors, employees, affiliates, agents, trustees, advisors and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations or current or former properties of any Group Member or any of the
Properties and the reasonable fees and expenses of legal counsel in connection
with claims, actions or proceedings by any Indemnitee against any Loan Party
under any Loan Document (all the foregoing in this clause (e), collectively, the
"Indemnified Liabilities"), provided that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence, bad faith or willful misconduct of such Indemnitee. Without limiting
the foregoing, and to the extent permitted by applicable law, the Borrower
agrees not to assert and to cause its Subsidiaries not to assert, and hereby
waives and agrees to cause its Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, arising under or related to Environmental Laws, that
any of them may have by statute or otherwise against any Indemnitee, except to
the extent resulting from the gross negligence, bad faith or willful misconduct
of such Indemnitee. All amounts due under this Section 11.5 shall be payable not
later than ten days after written demand therefor. Statements payable by the
Borrower pursuant to this Section 11.5 shall be submitted to Robert C. Becker
(Telephone No.: (212) 754-2233 and Telecopy No: (212) 754-2372), at the address
of the Borrower set forth in Section 11.2, or to such other Person or address as
may be hereafter designated by the Borrower in a written notice to the
Administrative Agent. The agreements in this Section 11.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

            11.6. 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 (including any Affiliate of
any Issuing Lender that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. 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 (including any Affiliate of any Issuing Lender that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Lenders and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this

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Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:

            (A) the Borrower; provided that no consent of the Borrower shall be
      required for an assignment to a Lender, an Affiliate of a Lender, an
      Approved Fund or, if an Event of Default has occurred and is continuing,
      any other assignee;

            (B) the Administrative Agent; provided that no consent of the
      Administrative Agent shall be required for an assignment of all or any
      portion of a Tranche B Term Loan to a Lender, an Affiliate of a Lender or
      an Approved Fund; and

            (C) each Issuing Lender and Swingline Lender; provided that no
      consent of any Issuing Lender or Swingline Lender shall be required for an
      assignment of all or any portion of a Tranche B Term Loan.

            (ii) Assignments shall be subject to the following additional
conditions:

            (A) no assignment may be made to an Ineligible Assignee;

            (B) except in the case of an assignment to a Lender or an Affiliate
      of a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitment or Loans of any Class, the
      amount of the Commitment or Loans of the assigning Lender 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)
      shall not be less than $5,000,000 or, in the case of Tranche B Term Loans,
      $1,000,000, unless the Borrower and the Administrative Agent otherwise
      consent; provided that no such consent of the Borrower shall be required
      if an Event of Default has occurred and is continuing;

            (C) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, except that this clause (C) shall not be construed
      to prohibit the assignment of a proportionate part of all the assigning
      Lender's rights and obligations in respect of one Facility;

            (D) 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 to be paid by the assignor or
      assignee; provided that only one such fee shall be payable in connection
      with simultaneous assignments to or by two or more related Approved Funds;
      and

            (E) the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire.

            (F) in the case of an assignment by a Lender to a CLO (as defined
      below) managed or administered by such Lender or an Affiliate of such
      Lender, the assigning Lender shall retain the sole right to approve any
      amendment, modification or waiver of any provision of this Agreement and
      the other Loan Documents, provided that the

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      Assignment and Assumption between such Lender and such CLO may provide
      that such Lender will not, without the consent of such CLO, agree to any
      amendment, modification or waiver that (1) requires the consent of each
      Lender directly affected thereby pursuant to the proviso to the second
      sentence of Section 11.1 and (2) directly affects such CLO.

            For purposes of this Section 11.6, the terms "Approved Fund" and
"CLO" have the following meanings:

            "Approved Fund" means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course and that is administered or managed
by, or has as its principal investment advisor, a Lender, an Affiliate of a
Lender or an entity or an Affiliate of an entity that administers or manages a
Lender or is the principal investment advisor of a Lender.

            "CLO" means any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an affiliate of such
Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto 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 4.9, 4.10, 4.11, 11.5 and 11.13(e)). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 11.6 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 paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices in The City of New York 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 the Commitment of,
and principal amount of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and each of the Borrower, the Administrative
Agent, the Issuing Lender 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, any Issuing Lender
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

            (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire

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(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

            (c) (i) Any Lender may, without the consent of the Borrower, the
Administrative Agent, the Issuing Lenders or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Lenders 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 the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver (1) that requires the consent of each Lender directly
affected thereby pursuant to the proviso to the second sentence of Section 11.1
and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 4.9, 4.10 and 4.11 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (c)(ii)
of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.7 as though it were a Lender, provided
such Participant agrees to be subject to Section 11.7(a) as though it were a
Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 4.9 or 4.11 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
applicable Borrower's prior written consent. A Participant that would be a
Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of
Section 4.11 unless the applicable Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of such
Borrower, to comply with Section 4.10(a) as though it were a Lender.

            (d) Any Lender may, without the consent of the Borrower or the
Administrative Agent, at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.


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            (e) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or the Administrative Agent and without
regard to the limitations set forth in Section 11.6(b). The Borrower, each
Lender and each Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.

            11.7. Adjustments; Set-off. Except to the extent that this Agreement
expressly provides for payments to be allocated to a particular Lender or to the
Lenders under a particular Facility, if any Lender (a "Benefitted Lender")
shall, at any time after the Loans and other amounts payable hereunder shall
immediately become due and payable pursuant to Section 9, receive any payment of
all or part of the Obligations owing to it, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 9(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of the Obligations owing to such other Lender, such
Benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of the Obligations owing to each such other Lender, or
shall provide such other Lenders with the benefits of any such collateral, as
shall be necessary to cause such Benefitted Lender to share the excess payment
or benefits of such collateral ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application made
by such Lender, provided that the failure to give such notice shall not affect
the validity of such setoff and application.

            11.8. Counterparts.This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as

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delivery of a manually executed counterpart hereof. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

            11.9. Severability.Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            11.10. Integration.This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Agents and the Lenders with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by any Agent or any Lender relative
to subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.

            11.11. GOVERNING LAW.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            11.12. Submission To Jurisdiction; Waivers

            The Borrower hereby irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the courts
      of the State of New York, the courts of the United States for the Southern
      District of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to the
      Borrower at its address set forth in Section 11.2 or at such other address
      of which the Administrative Agent shall have been notified pursuant
      thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and


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            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this Section any special, exemplary, punitive or consequential
      damages.

            11.13. Acknowledgments.The Borrower hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Loan Documents;

            (b) no Agent, Issuing Lender or Lender has any fiduciary
      relationship with or duty to the Borrower arising out of or in connection
      with this Agreement or any of the other Loan Documents, and the
      relationship between the Agents, the Issuing Lender and Lenders, on one
      hand, and the Borrower, on the other hand, in connection herewith or
      therewith is solely that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Lenders or among the Borrower and the Lenders.

            11.14. Releases of Guarantees and Liens.(a) Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 11.1) to take any action requested by the Borrower having the effect
of releasing any Collateral or guarantee obligations (i) to the extent necessary
to permit consummation of any transaction not prohibited by any Loan Document or
that has been consented to in accordance with Section 11.1 or (ii) under the
circumstances described in paragraph (b) below.

            (b) At such time as the Loans, the Reimbursement Obligations and the
other obligations under the Loan Documents (other than obligations under or in
respect of Hedge Agreements) shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding, the Collateral
shall be released from the Liens created by the Security Documents, and the
Security Documents and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Loan Party under
the Security Documents shall terminate, all without delivery of any instrument
or performance of any act by any Person.

            11.15. Confidentiality.Each Agent, Issuing Lender and Lender agrees
to keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as
confidential; provided that nothing herein shall prevent any Agent, Issuing
Lender or any Lender from disclosing any such information (a) to any Agent, any
other Lender or any Lender Affiliate, (b) subject to an agreement to comply with
the provisions of this Section, to any actual or prospective Transferee or any
direct or indirect counterparty to any Hedge Agreement (or any professional
advisor to such counterparty), (c) to its employees, directors, agents,
attorneys, accountants and other professional advisors or those of any of its
affiliates, (d) upon the request or demand of any

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Governmental Authority, (e) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed, (h) to
the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender, or (i) in connection with the exercise of any remedy
hereunder or under any other Loan Document. 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.

            11.16. WAIVERS OF JURY TRIAL.THE BORROWER, THE AGENTS AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

            11.17. [Reserved]

            11.18. Conversion of Currencies.(a) If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum owing hereunder in one
currency into another currency, each party hereto agrees, to the fullest extent
that it may effectively do so, that the rate of exchange used shall be that at
which, in accordance with normal banking procedures in the relevant
jurisdiction, the first currency could be purchased with such other currency on
the Business Day immediately preceding the day on which final judgment is given.

            (b) The obligations of the Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrower contained
in this Section 11.19 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

            11.19. Interest Rate Limitation.Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the "Charges"), shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in



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accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.





                                      103
<PAGE>

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


                                    SCIENTIFIC GAMES CORPORATION


                                    By:________________________________
                                       Name:
                                       Title:


                                    JPMORGAN CHASE BANK, N.A., as
                                    Administrative Agent


                                    By:________________________________
                                       Name:
                                       Title:


                                    BEAR STEARNS CORPORATE LENDING INC.


                                    By:________________________________
                                       Name:
                                       Title:


<PAGE>


                                    SIGNATURE PAGE TO SCIENTIFIC GAMES
                                    CORPORATION CREDIT AGREEMENT, DATED
                                    AS OF THE DATE FIRST WRITTEN ABOVe



                                    LENDER:_______________________________


                                        by

                                          ________________________________
                                          Name:
                                          Title:

<PAGE>


                                    SIGNATURE PAGE TO sCIENTIFIC GAMES
                                    CORPORATION CREDIT AGREEMENT, DATED
                                    AS OF THE DATE FIRST WRITTEN ABOVe



                                    LENDER:_______________________________


                                        by

                                          ________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                         Annex A


                               PRICING GRID FOR LOANS
             ===========================================================
                                  Applicable Margin
                                  for Eurocurrency   Applicable Margin
               Pricing Level           Loans        for Base Rate Loans
             ------------------- ------------------ -------------------

                     I                 2.00%              1.00%
             ------------------- ------------------ -------------------

                     II                1.75%              0.75%
             ------------------- ------------------ -------------------

                    III                1.50%              0.50%
             ------------------- ------------------ -------------------

                     IV                1.25%              0.25%
             ===========================================================

The Applicable Margin shall be adjusted, on and after the first Adjustment Date
(as defined below) occurring after the date which is six months after the
Effective Date, based on changes in the Consolidated Leverage Ratio, with such
adjustments to become effective on the date (the "Adjustment Date") that is
three Business Days after the date on which the relevant financial statements
are delivered to the Lenders pursuant to Section 7.1 and to remain in effect
until the next adjustment to be effected pursuant to this paragraph. If any
financial statements referred to above are not delivered within the time periods
specified in Section 7.1, then, until the date that is three Business Days after
the date on which such financial statements are delivered, the highest rate set
forth in each column of the Pricing Grid shall apply. On each Adjustment Date,
the Applicable Margin shall be adjusted to be equal to the Applicable Margins
opposite the Pricing Level determined to exist on such Adjustment Date from the
financial statements relating to such Adjustment Date. Prior to the date on
which the financial statements specified in Section 7.1 for the fiscal quarter
ended June 30, 2005 are required to be delivered, the Applicable Margin shall be
determined by reference to Pricing Level II.

            As used herein, the following rules shall govern the determination
of Pricing Levels on each Adjustment Date:

            "Pricing Level I"  shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is greater than or equal
to 3.25 to 1.00.

            "Pricing Level II"  shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 3.25 to 1.00
but greater than or equal to 2.50 to 1.00.

            "Pricing Level III"  shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 2.50 to 1.00
but greater than or equal to 2.00 to 1.00.

            "Pricing Level IV"  shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 2.00 to 1.00.


<PAGE>

                                   Commitments
                                   -----------


                    Tranche B Term Loan   Dollar Revolving     Multicurrency
Lender                   Commitment         Commitment      Revolving Commitment
------              -------------------   ----------------  --------------------










Total                  $100,000,000         $200,000,000        $50,000,000




</TEXT>
</DOCUMENT>
