ANGELICA CORP /NEW/
LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10p1.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.1
                                                                   ------------

                               LOAN AGREEMENT

                                    AMONG

                      LASALLE BANK NATIONAL ASSOCIATION

                           AS ADMINISTRATIVE AGENT

                                     AND

                      LASALLE BANK NATIONAL ASSOCIATION

                                     AND

                    THE OTHER LENDERS LISTED ON EXHIBIT 3

                                 AS LENDERS

                                     AND

                            ANGELICA CORPORATION

                                 AS BORROWER


                                 MAY 30, 2002



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


1.    Effective Date..........................................................1
2.    Definitions and Rules of Construction...................................1
   2.1.    Listed Definitions.................................................1
   2.2.    Other Definitions..................................................1
   2.3.    References to Covered Person.......................................1
   2.4.    References to Required Lenders.....................................1
   2.5.    Accounting Terms...................................................1
   2.6.    Meaning of Satisfactory............................................1
   2.7.    Computation of Time Periods........................................1
   2.8.    General............................................................2
   2.9.    Initial Advance Date...............................................2
3.    Lenders' Commitments....................................................2
   3.1.    Revolving Loan Commitments.........................................2
      3.1.1.     Aggregate Amount; Reductions.................................2
      3.1.2.     Limitation on Revolving Loan Advances........................3
      3.1.3.     Revolving Notes..............................................3
   3.2.    Swingline Commitment...............................................3
      3.2.1.     Swingline Advances...........................................3
      3.2.2.     Limitations on Swingline Advances............................3
      3.2.3.     Swingline Note...............................................4
   3.3.    Letter of Credit Commitment........................................4
   3.4.    UMB Letters of Credit..............................................4
4.    Interest................................................................5
   4.1.    Interest on Draws on Letters of Credit.............................5
   4.2.    Interest on the Swingline Loan.....................................5
   4.3.    Interest on Aggregate Loans........................................5
   4.4.    Adjusted Base Rate.................................................5
   4.5.    Adjusted Eurodollar Rate...........................................5
   4.6.    Base Rate Revolving Margins and Eurodollar Revolving Margins.......6
   4.7.    Interest Periods for Eurodollar Loans..............................6
   4.8.    Time of Accrual....................................................7
   4.9.    Computation........................................................7
   4.10.   Rate After Maturity................................................7
5.    Fees....................................................................7
   5.1.    Upfront Fee........................................................7
   5.2.    Revolving Loan Unused Fee..........................................7
   5.3.    Letter of Credit Fee...............................................8
   5.4.    Letter of Credit Fronting Fee......................................8
   5.5.    Other Letter of Credit Fees........................................8
   5.6.    Calculation of Fees................................................8
6.    Payments................................................................8
   6.1.    Scheduled Payments on Aggregate Revolving Loan and Swingline Loan..8
      6.1.1.     Interest.....................................................8
      6.1.2.     Principal....................................................8
      6.1.3.     Extension of Revolving Loan Maturity Date....................9
   6.2.    Application........................................................9
   6.3.    Prepayments........................................................9

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      6.3.1.     Voluntary Prepayment.........................................9
      6.3.2.     Mandatory Prepayments When Over-Advances Exist...............9
      6.3.3.     Other Mandatory Prepayments.................................10
   6.4.    Reimbursement Obligations of Borrower.............................10
   6.5.    Manner of Payments and Timing of Application of Payments..........11
      6.5.1.     Payment Requirement.........................................11
      6.5.2.     Application of Payments and Proceeds........................11
      6.5.3.     Interest Calculation........................................11
   6.6.    Returned Instruments..............................................11
   6.7.    Compelled Return of Payments or Proceeds..........................11
   6.8.    Due Dates Not on Business Days....................................12
7.    Procedure for Obtaining Advances and Letters of Credit.................12
   7.1.    Initial Advances..................................................12
   7.2.    Subsequent Revolving Loan Advances................................12
      7.2.1.     Borrower Requests...........................................12
      7.2.2.     Revolving Loan Advances to Repay the Swingline Loan.........12
      7.2.3.     Administrative Agent's Right to Make Other Revolving Loan
                   Advances..................................................13
   7.3.    Letters of Credit.................................................13
   7.4.    Fundings..........................................................13
      7.4.1.     Revolving Advances..........................................13
      7.4.2.     Draws on Letters of Credit..................................14
      7.4.3.     All Fundings Ratable........................................14
   7.5.    Administrative Agent's Availability Assumption....................15
      7.5.1..................................................................15
   7.6.    Disbursement......................................................16
   7.7.    Restrictions on Advances..........................................16
   7.8.    Restriction on Number of Eurodollar Loans.........................16
   7.9.    Each Advance Request and Letter of Credit Request a Certification.16
   7.10.   Requirements for Every Advance Request............................16
   7.11.   Requirements for Every Letter of Credit Request...................16
   7.12.   Exoneration of Administrative Agent and Lenders...................17
8.    Conditions of Lending..................................................17
   8.1.    Conditions to Initial Advance.....................................17
      8.1.1.     Listed Documents and Other Items............................17
      8.1.2.     Financial Condition; Projections............................17
      8.1.3.     No Default..................................................18
      8.1.4.     Representations and Warranties..............................18
      8.1.5.     No Material Adverse Change..................................18
      8.1.6.     Pending Material Proceedings................................18
      8.1.7.     Payment of Fees and Expenses................................18
      8.1.8.     Insurance...................................................18
      8.1.9.     Existing Indebtedness.......................................18
      8.1.10.    Non-Healthcare Divestiture and Healthcare Divestiture.......18
      8.1.11.    Closing Certificate.........................................18
      8.1.12.    Other Items.................................................18
   8.2.    Conditions to Subsequent Advances.................................18
      8.2.1.     General Conditions..........................................18
      8.2.2.     Representations and Warranties..............................19
      8.2.3.     No Prohibitions.............................................19
      8.2.4.     No Default..................................................19
9.    Conditions to Issuance of Letters of Credit............................19

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   9.1.       Letter of Credit Application/Reimbursement Agreement...........19
   9.2.       No Prohibitions................................................19
   9.3.       Representations and Warranties.................................19
   9.4.       No Default.....................................................20
   9.5.       Other Conditions...............................................20
10.      Representations and Warranties......................................20
   10.1.      Organization and Existence.....................................20
   10.2.      Authorization..................................................20
   10.3.      Due Execution..................................................20
   10.4.      Enforceability of Obligations..................................20
   10.5.      Burdensome Obligations.........................................20
   10.6.      Legal Restraints...............................................20
   10.7.      Labor Contracts and Disputes...................................21
   10.8.      No Material Proceedings........................................21
   10.9.      Material Licenses..............................................21
   10.10.     Compliance with Material Laws..................................21
   10.11.     Prior Transactions.............................................21
   10.12.     Solvency.......................................................21
   10.13.     Projections; Pro Forma Balance Sheet...........................21
   10.14.     Financial Statements...........................................21
   10.15.     No Change in Condition.........................................22
   10.16.     No Defaults....................................................22
   10.17.     Investments....................................................22
   10.18.     Indebtedness...................................................22
   10.19.     Indirect Obligations...........................................22
   10.20.     Tax Liabilities; Governmental Charges..........................22
   10.21.     Pension Benefit Plans..........................................22
      10.21.1.     Prohibited Transactions...................................22
      10.21.2.     Claims....................................................22
      10.21.3.     Reporting and Disclosure Requirements.....................23
      10.21.4.     Accumulated Funding Deficiency............................23
      10.21.5.     Multi-employer Plan.......................................23
   10.22.     Welfare Benefit Plans..........................................23
   10.23.     Retiree Benefits...............................................23
   10.24.     State of Property..............................................23
   10.25.     Negative Pledges...............................................23
   10.26.     Affiliates; Subsidiaries.......................................23
   10.27.     Margin Stock...................................................24
   10.28.     Securities Matters.............................................24
   10.29.     Investment Company Act, Etc....................................24
   10.30.     No Material Misstatements or Omissions.........................24
   10.31.     Filings........................................................24
11.      Modification and Survival of Representations........................24
12.      Affirmative Covenants...............................................25
   12.1.      Use of Proceeds................................................25
   12.2.      Corporate Existence............................................25
   12.3.      Maintenance of Property and Leases.............................25
   12.4.      Insurance......................................................25
   12.5.      Payment of Taxes and Other Obligations.........................26
   12.6.      Compliance With Laws...........................................26
   12.7.      Termination of Pension Benefit Plan............................26

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   12.8.      Notice to Administrative Agent of Material Events..............26
   12.9.      Borrowing Officer..............................................27
   12.10.     Accounting System; Tracing of Proceeds.........................27
   12.11.     Financial Statements...........................................27
      12.11.1.     Annual Financial Statements...............................27
      12.11.2.     Quarterly Financial Statements............................28
      12.11.3.     Statement of Existing Reimbursement Obligations...........28
   12.12.     Other Financial Information....................................28
      12.12.1.     Stockholder Reports.......................................28
      12.12.2.     Pension Benefit Plan Reports..............................28
      12.12.3.     Tax Returns...............................................28
   12.13.     Annual Projections.............................................28
   12.14.     Other Information..............................................29
   12.15.     Access to Officers and Auditors................................29
   12.16.     Acquisition Documents..........................................29
   12.17.     Further Assurances.............................................29
   12.18.     Covered Persons................................................29
   12.19.     Guarantees.....................................................29
13.      Negative Covenants..................................................29
   13.1.      Investments....................................................29
   13.2.      Indebtedness...................................................30
   13.3.      Indirect Obligations...........................................31
   13.4.      Security Interests.............................................31
   13.5.      Acquisitions...................................................31
   13.6.      Disposal of Property...........................................32
   13.7.      Stock Dividends; Distributions/Redemptions.....................33
   13.8.      Change of Control..............................................33
   13.9.      Amendment to Charter Documents.................................33
   13.10.     Capital Structure; Equity Securities...........................33
   13.11.     Change of Business.............................................34
   13.12.     Conflicting Agreements.........................................34
   13.13.     Sale and Leaseback Transactions................................34
   13.14.     Fiscal Year....................................................34
   13.15.     Transactions Having a Material Adverse Effect on Covered
                Person.......................................................34
   13.16.     Transactions with Affiliates...................................34
14.      Financial Covenants.................................................34
   14.1.      Special Definitions............................................34
   14.2.      Minimum Fixed Charge Coverage..................................35
   14.3.      Maximum Ratio of Funded Indebtedness to EBITDA.................35
   14.4.      Minimum Net Worth..............................................36
15.      Default.............................................................36
   15.1.      Events of Default..............................................36
      15.1.1.    Failure to Pay Principal or Interest........................36
      15.1.2.    Failure to Pay Amounts Owed to Other Persons................36
      15.1.3.    Representations or Warranties...............................36
      15.1.4.    Certain Covenants...........................................36
      15.1.5.    Other Covenants.............................................36
      15.1.6.    Acceleration of Other Indebtedness..........................37
      15.1.7.    Default Under Other Agreements..............................37
      15.1.8.    Bankruptcy; Insolvency; Etc.................................37
      15.1.9.    Judgments; Attachment; Settlement; Etc......................37

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      15.1.10.     Pension Benefit Plan Termination, Etc.....................37
      15.1.11.     Liquidation or Dissolution................................38
      15.1.12.     Seizure of Assets.........................................38
      15.1.13.     Racketeering Proceeding...................................38
      15.1.14.     Loss to Assets............................................38
      15.1.15.     Guaranty; Guarantor.......................................38
   15.2.      Cross Default..................................................38
   15.3.      Rights and Remedies............................................38
      15.3.1.    Termination of Commitments..................................38
      15.3.2.    Acceleration................................................38
      15.3.3.    Right of Setoff.............................................39
      15.3.4.    Rights Generally............................................39
      15.3.5.    Joint and Several...........................................39
   15.4.      Application of Funds...........................................39
16.      Administrative Agent and Lenders....................................40
   16.1.      Appointment, Powers, and Immunities............................40
   16.2.      Reliance by Administrative Agent...............................40
   16.3.      Employment of Agents and Counsel...............................40
   16.4.      Defaults.......................................................41
   16.5.      Rights as Lender...............................................41
   16.6.      Indemnification................................................41
   16.7.      Notification of Lenders........................................42
   16.8.      Non-Reliance on Agent and Other Lenders........................42
   16.9.      Resignation....................................................42
   16.10.     Collections and Distributions to Lenders by Administrative
                Agent........................................................43
17.      Change in Circumstances.............................................43
   17.1.      Compensation for Increased Costs and Reduced Returns...........43
      17.1.1.    Law Changes or Tax Impositions..............................43
      17.1.2.    Capital Adequacy............................................44
      17.1.3.    Notice to Borrower..........................................44
   17.2.      Market Failure.................................................44
   17.3.      Illegality.....................................................45
   17.4.      Compensation...................................................45
   17.5.      Treatment of Affected Loans....................................45
   17.6.      Taxes..........................................................46
      17.6.1.    Gross-Up....................................................46
      17.6.2.    Lenders' Undertakings.......................................47
      17.6.3.    Survival of Borrower's Obligations..........................47
   17.7.      Usury..........................................................48
18.      General.............................................................48
   18.1.      Lenders' Right to Cure.........................................48
   18.2.      Rights Not Exclusive...........................................48
   18.3.      Survival of Agreements.........................................48
   18.4.      Assignments....................................................48
      18.4.1.    Permitted Assignments.......................................48
      18.4.2.    Consequences and Effect of Assignments......................49
      18.4.3.    Agreements Upon Assignment..................................49
      18.4.4.    Register....................................................50
      18.4.5.    Notice to Borrower of Assignment............................50
      18.4.6.    Assignment to Federal Reserve Bank..........................50
   18.5.      Sale of Participations.........................................51

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   18.6.      Information; Confidentiality...................................51
   18.7.      Payment of Expenses............................................51
   18.8.      General Indemnity..............................................52
   18.9.      Letters of Credit..............................................53
   18.10.     Changes in Accounting Principles...............................53
   18.11.     Loan Records...................................................53
   18.12.     Other Security and Guaranties..................................54
   18.13.     Loan Obligations Payable in Dollars............................54
19.      Miscellaneous.......................................................54
   19.1.      Notices........................................................54
   19.2.      Amendments and Modifications; Waivers and Consents.............55
   19.3.      Rights Cumulative..............................................55
   19.4.      Successors and Assigns.........................................55
   19.5.      Severability...................................................55
   19.6.      Counterparts...................................................55
   19.7.      Governing Law; No Third Party Rights...........................56
   19.8.      Counterpart Facsimile Execution................................56
   19.9.      Effect of Merger of Bank.......................................56
   19.10.     Negotiated Transaction.........................................56
   19.11.     CHOICE OF FORUM................................................56
   19.12.     SERVICE OF PROCESS.............................................57
   19.13.     WAIVER OF JURY TRIAL...........................................57
   19.14.     Incorporation By Reference.....................................57
   19.15.     Statutory Notice - Insurance...................................57
   19.16.     Statutory Notice - Oral Commitments............................58


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                               LOAN AGREEMENT

         In consideration of the mutual agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged,
Angelica Corporation, a Missouri corporation (Borrower) and LaSalle Bank
National Association (LaSalle), as Administrative Agent, and LaSalle and the
other lenders listed on Exhibit 3 to this Agreement, as Lenders, agree as
follows:

1.   EFFECTIVE DATE. This Agreement is effective May 30, 2002.

2.   DEFINITIONS AND RULES OF CONSTRUCTION.

         2.1. LISTED DEFINITIONS. Capitalized words defined in the Glossary
         attached hereto as Exhibit 2.1 shall have such defined meanings
         wherever used in this Agreement and the other Loan Documents. The
         inclusion of a defined term in the Glossary that is not used elsewhere
         in this Agreement or in the other Loan Documents shall not affect the
         interpretation or construction of this Agreement or the other Loan
         Documents.

         2.2. OTHER DEFINITIONS. If a capitalized word in this Agreement
         is not defined in the Glossary, it shall have such meaning as defined
         elsewhere herein, or if not defined elsewhere herein, the meaning
         defined in the UCC. Terms are italicized in this Agreement where they
         are defined.

         2.3. REFERENCES TO COVERED PERSON. The words Covered Person, a
         Covered Person, any Covered Person, each Covered Person and every
         Covered Person refer to Borrower and each of its now existing or later
         acquired, created or organized Subsidiaries (including, without
         limitation, all direct and indirect Subsidiaries of Borrower and all
         Guarantors) separately. The words Covered Persons refers to Borrower
         and its now existing or later acquired, created or organized
         Subsidiaries collectively.

         2.4. REFERENCES TO REQUIRED LENDERS. The words Required Lenders
         means any one or more Lenders whose shares of Lenders' Exposure at the
         relevant time aggregate at least 66.666666667%.

         2.5. ACCOUNTING TERMS. Unless the context otherwise requires,
         accounting terms herein that are not defined herein shall be determined
         under GAAP. All financial measurements contemplated hereunder
         respecting Borrower shall be made and calculated for Borrower and all
         of its now existing or later acquired, created or organized
         Subsidiaries, if any, on a consolidated and consolidating basis in
         accordance with GAAP unless expressly provided otherwise herein.

         2.6. MEANING OF SATISFACTORY. Whenever herein a document or matter
         is required to be satisfactory to Administrative Agent or satisfactory
         to Lenders or satisfactory to Required Lenders, unless expressly stated
         otherwise such document must be satisfactory to Administrative Agent,
         Lenders or Required Lenders (as applicable) in both form and substance,
         and unless expressly stated otherwise Administrative Agent, Lenders or
         Required Lenders (as applicable) shall have the commercially reasonable
         discretion to determine whether the document or matter is satisfactory.

         2.7. COMPUTATION OF TIME PERIODS. In computing or defining periods
         of time from a specified date to a later specified date, and in
         computing the accrual of interest or fees, the word from shall mean
         from and including and the words to and until shall each mean to but
         excluding. Periods of days referred to in this Agreement shall be
         counted in calendar days unless Business Days are


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         expressly prescribed, and references in this Agreement to months and
         years are to calendar months and calendar years unless otherwise
         specified.

         2.8. GENERAL. Unless the context of this Agreement clearly requires
         otherwise: (i) references to the plural include the singular and vice
         versa; (ii) references to any Person include such Person's successors
         and assigns but, if applicable, only if such successors and assigns
         are permitted by this Agreement; (iii) references to one gender include
         all genders; (iv) including is not limiting; (v) or has the inclusive
         meaning represented by the phrase and/or; (vi) the words hereof,
         herein, hereby, hereunder and similar terms in this Agreement refer to
         this Agreement as a whole, including its Exhibits, and not to any
         particular provision of this Agreement; (vii) the word Section or
         section and Page or page refer to a section or page, respectively, of,
         and the word Exhibit refers to an Exhibit to, this Agreement unless it
         expressly refers to something else; (viii) reference to any agreement,
         document, or instrument (including this Agreement and any other Loan
         Document or other agreement, document or instrument defined herein),
         means such agreement, document, or instrument as amended, modified,
         restated or replaced and in effect from time to time in accordance with
         the terms thereof and, if applicable, the terms hereof, and includes
         all attachments thereto and documents incorporated therein, if any; and
         (ix) general and specific references to any Law means such Law as
         amended, modified, codified or reenacted, in whole or in part, and in
         effect from time to time. Section captions and the Table of Contents
         are for convenience only and shall not affect the interpretation or
         construction of this Agreement or the other Loan Documents.

         2.9. INITIAL ADVANCE DATE. The Borrower, Lenders, and Administrative
         Agent each agree that if the conditions to the initial Revolving Loan
         Advance are not met as required by this Agreement and initial Revolving
         Loan Advance hereunder is not funded on or before June 15, 2002, then,
         unless each of the parties hereto otherwise agrees in writing in its
         sole discretion, this Agreement and the Commitments hereunder shall
         terminate on such date.

3.   LENDERS' COMMITMENTS. Subject to the terms and conditions hereof, and
in reliance upon the Representations and Warranties, Lenders make the following
commitments to Borrower:

         3.1. REVOLVING LOAN COMMITMENTS.

                  3.1.1. AGGREGATE AMOUNT; REDUCTIONS. Subject to the
                  limitations in Section 3.1.2 and elsewhere herein, each
                  Lender commits to make available to Borrower, from the
                  Effective Date to the Revolving Loan Maturity Date, such
                  Lender's pro-rata share (as listed on Exhibit 3 hereto)
                  of an Aggregate Revolving Loan Commitment of $70,000,000,
                  by funding such Lender's pro-rata share of Revolving Loan
                  Advances made from time to time by Administrative Agent as
                  provided herein. Subject to the limitations in Section
                  3.1.2 and elsewhere herein, payments and prepayments that
                  are applied to reduce the Aggregate Revolving Loan may be
                  re-borrowed through Revolving Loan Advances. Borrower
                  may reduce the amount of the Aggregate Revolving Loan
                  Commitment in whole multiples of $1,000,000 at any time
                  and from time to time, but only if (i) Borrower gives
                  Administrative Agent written notice of Borrower's intention
                  to make such reduction at least three (3) Business Days
                  prior to the effective date of the reduction, and (ii)
                  Borrower makes on the effective date of the reduction any
                  payment on the Aggregate Revolving Loan required
                  hereunder as a consequence of the reduction, including,
                  principal, interest and Eurodollar breakage fees (if any).
                  Any such reduction of the amount of the Aggregate Revolving
                  Loan Commitment, whether scheduled or voluntary, shall be
                  permanent. Each Lender's initial Revolving Loan Commitment
                  is its pro-rata share of the Aggregate Revolving Loan
                  Commitment. Upon any reduction of the

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                  Aggregate Revolving Loan Commitment, each Lender's Revolving
                  Loan Commitment will automatically reduce by such Lender's
                  pro-rata share of the reduction of the Aggregate Revolving
                  Loan Commitment.

                  3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES. No Revolving
                  Loan Advance will be made which would result in the Aggregate
                  Revolving Loan exceeding the Maximum Available Amount and no
                  Revolving Loan Advance will be made on or after the Revolving
                  Loan Maturity Date. Lenders may, however, in their absolute
                  discretion make such Revolving Loan Advances, but shall not
                  be deemed by doing so to have increased the Maximum Available
                  Amount and shall not be obligated to make any such Revolving
                  Loan Advances thereafter. At any time that there is an
                  Existing Default, the Aggregate Revolving Loan Commitment may
                  be canceled as provided in Section 15.3. The Maximum
                  Available Amount on any date shall be a Dollar amount equal
                  to (i) the Aggregate Revolving Loan Commitment, minus (ii)
                  the sum of (a) the Letter of Credit Exposure on such date
                  (except to the extent that a Revolving Loan Advance will be
                  used immediately to reimburse Letter of Credit Issuer (or UMB
                  with respect to the UMB LCs) for unreimbursed draws on a
                  Letter of Credit), (b) the Swingline Loan, and (c) the
                  Existing Reimbursement Obligations owing to Commerce Bank,
                  N.A. as set forth on Exhibit 12.11.3 attached hereto as such
                  Exhibit is revised from time to time as required herein.

                  3.1.3. REVOLVING NOTES. The obligation of Borrower to repay
                  each Lender's Revolving Loan shall be evidenced by a
                  promissory note payable to the order of such Lender in a
                  maximum principal amount equal to the amount of its Revolving
                  Loan Commitment and otherwise in form and substance
                  satisfactory to Lenders.

         3.2. SWINGLINE COMMITMENT.

                  3.2.1. SWINGLINE ADVANCES. In order to reduce the frequency
                  of fundings of Revolving Loan Advances by Lenders, but
                  subject to the limitations in Section 3.2.2 and elsewhere
                  herein, Administrative Agent may in its absolute discretion
                  make Swingline Advances to Borrower from time to time from
                  the Effective Date to the Revolving Loan Maturity Date.
                  Subject to the limitations in Section 3.2.2 and elsewhere
                  herein, payments and prepayments that are applied to reduce
                  the Swingline Loan may be re-borrowed through Swingline
                  Advances. Administrative Agent may terminate the foregoing
                  Swingline Commitment at any time in its absolute discretion.

                  3.2.2. LIMITATIONS ON SWINGLINE ADVANCES. Administrative
                  Agent shall not be obligated to make any particular Swingline
                  Advance, the making of any particular Swingline Advance at
                  any particular time being absolutely discretionary. At
                  anytime Administrative Agent may choose to suspend Swingline
                  Advances and treat all subsequent requests for an Advance as
                  Revolving Loan Advances. In any event, no Swingline Advance
                  will be made on or after the Revolving Loan Maturity Date,
                  and no Swingline Advance will be made which would result in
                  the Swingline Loan exceeding the Maximum Swingline Amount. No
                  Swingline Advance will be made which would result in the
                  Swingline Loan plus the Lender acting as Administrative
                  Agent's Revolving Loans and such Lender's pro-rata share of
                  the Letter of Credit Exposure to exceed such Lender's
                  Revolving Loan Commitment. Administrative Agent may, however,
                  in its absolute discretion make such Swingline Advances, but
                  shall not be deemed by doing so to have increased the Maximum
                  Swingline Amount and shall not be obligated to make any such
                  Swingline Advance thereafter. The Maximum Swingline Amount on
                  any date

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                  shall be a Dollar amount equal to the lesser of (i)
                  $5,000,000 or (ii) an amount equal to (a) the Aggregate
                  Revolving Loan Commitment, minus (b) the sum of (i) the
                  Letter of Credit Exposure and (ii) the Aggregate Revolving
                  Loan immediately prior to the making of such Swingline
                  Advance.

                  3.2.3. SWINGLINE NOTE. The obligation of Borrower to repay
                  the Swingline Loan shall be evidenced by a promissory note
                  payable to the order of Administrative Agent in a maximum
                  principal amount of $5,000,000 and otherwise in form and
                  substance satisfactory to Administrative Agent.

         3.3. LETTER OF CREDIT COMMITMENT.

                  3.3.1. Letter of Credit Issuer commits to issue standby
                  letters of credit and commercial (documentary) letters of
                  credit for the account of Borrower from time to time from the
                  Effective Date to the Revolving Loan Maturity Date, but only
                  if the Letter of Credit Exposure will not as a result of such
                  issuance exceed the lesser of (i) $15,000,000 and (ii) an
                  amount equal to the difference between (a) the Aggregate
                  Revolving Loan Commitment, and (b) the Aggregate Revolving
                  Loan plus the Swingline Loan. The expiration date of any
                  Letter of Credit will be a Business Day that will be no more
                  than one (1) year from the date of issuance but in no event
                  shall such date be later than the date which is twenty-five
                  days prior to the Revolving Loan Maturity Date; provided,
                  however, that the expiration date for a Letter of Credit may
                  be later than the date that is twenty-five (25) days prior to
                  the Revolving Loan Maturity Date if Letter of Credit Issuer
                  consents to such issuance and Borrower provides to Letter of
                  Credit Issuer cash collateral satisfactory to Letter of
                  Credit Issuer as security for Borrower's obligation to
                  reimburse Letter of Credit Issuer for all draws thereunder.

                  3.3.2. Immediately upon the issuance by Letter of Credit
                  Issuer of a Letter of Credit in accordance with the terms and
                  conditions of this Agreement, Letter of Credit Issuer shall
                  be deemed to have sold and transferred to each other Lender,
                  and such other Lender shall be deemed to have purchased and
                  received from Letter of Credit Issuer, a pro-rata undivided
                  interest and participation in such Letter of Credit, the
                  reimbursement obligation of Borrower with respect thereto,
                  and any guaranty thereof or collateral therefor. Such other
                  Lender's pro-rata undivided interest shall be the same as its
                  pro-rata share of the Aggregate Revolving Loan Commitment.

         3.4. UMB LETTERS OF CREDIT. Borrower, Lenders and Administrative
         Agent acknowledge that UMB has issued certain letters of credit
         which are outstanding as of the Effective Date as set forth on Exhibit
         12.11.3 (collectively, the "UMB LCs"). UMB shall not issue any renewals
         or extensions of the UMB LCs and the face amount of the UMB LCs shall
         at no time exceed $8,966,609.42. While UMB is a Lender hereunder, (i)
         with respect to the UMB LCs, UMB shall be entitled to all of the
         benefits and rights that the Letter of Credit Issuer is entitled to
         hereunder, and (ii) the UMB LCs shall be deemed to be "Letters of
         Credit" hereunder and subject to all of the terms hereunder, including,
         without limitation, interest on drawings and all fees owing or payable
         in connection therewith as set forth in this Agreement (including,
         without limitation, the Letter of Credit Fee). UMB shall on the date of
         the initial Revolving Loan Advance distribute, without setoff, to each
         other Lender its pro-rata share of the Letter of Credit Fee (based on
         the Eurodollar Revolving Margin in effect on the Effective Date) for
         each UMB LC for the remainder of the current calendar quarter and
         thereafter quarterly in advance in accordance with this Agreement. On
         the date of the initial Revolving Loan Advance, UMB shall be deemed to
         have sold and transferred to each other Lender, and each such other
         Lender shall be deemed to have purchased and received from UMB, a
         pro-rata undivided interest and participation in each UMB LC, the
         reimbursement obligation of Borrower with respect thereto, and any
         guaranty thereof or collateral therefor. Such other Lender's pro-rata
         undivided interest shall be the same as

                                     4


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<PAGE>

         its pro-rata share of the Aggregate Revolving Loan Commitment. UMB
         represents and warrants to each Lender that it has obtained an
         executed, enforceable unconditional reimbursement agreement from the
         Borrower for each UMB LC. UMB shall provide by email and facsimile to
         Administrative Agent (to such Persons at Administrative Agent as
         directed by Administrative Agent from time to time) each Business Day
         on or before 12:00 p.m. (St. Louis time) a summary of the outstanding
         face amount of each UMB LC and the amount of any outstanding drawings
         thereunder. Borrower agrees to pay to UMB the Letter of Credit Fee and
         other fees applicable to Letters of Credit on each UMB LC in the
         amounts set forth in this Agreement, provided, however, in no event
         shall a Fronting Fee be payable by Borrower with respect to the UMB
         LCs.

4.   INTEREST.

         4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT. The unreimbursed
         amount of each draw on a Letter of Credit shall bear interest at a rate
         per annum equal to the Adjusted Base Rate applicable to Revolving
         Loans.

         4.2. INTEREST ON THE SWINGLINE LOAN. The entire Swingline Loan
         shall be a Base Rate Loan and shall bear interest at the Adjusted Base
         Rate.

         4.3. INTEREST ON AGGREGATE LOANS. Borrower may, as provided in
         Section 7, designate the whole of an Advance or any part of an Advance
         (other than, in either case, a Swingline Advance) to be either a Base
         Rate Advance or a Eurodollar Advance; provided, however, during the
         existence of an Existing Default, Borrower may not designate an Advance
         or part of an Advance as a Eurodollar Advance. Each Base Rate Advance
         when made will become a Base Rate Loan, which shall bear interest at
         the Adjusted Base Rate. Each Eurodollar Advance when made will become a
         Eurodollar Loan, which shall bear interest at the Adjusted Eurodollar
         Rate. Borrower may also, as provided herein, convert some or all of a
         Base Rate Loan into a Eurodollar Loan and some or all of a Eurodollar
         Loan into a Base Rate Loan. For each Eurodollar Loan, Borrower shall
         select an Interest Period as provided in Section 4.7. A Eurodollar Loan
         shall bear interest at the Adjusted Eurodollar Rate throughout the
         applicable Interest Period designated by Borrower.

         4.4. ADJUSTED BASE RATE. The Adjusted Base Rate for any Base Rate
         Loan which is a Revolving Loan or a Swingline Loan shall be the Base
         Rate plus the applicable Base Rate Revolving Margin determined from the
         table in Section 4.6.

         4.5. ADJUSTED EURODOLLAR RATE. The Adjusted Eurodollar Rate for
         any Eurodollar Loan which is a Revolving Loan shall be the Eurodollar
         Rate plus the applicable Eurodollar Revolving Margin determined from
         the table in Section 4.6.



                          {continued on next page}

                                     5


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<PAGE>



         4.6. BASE RATE REVOLVING MARGINS AND EURODOLLAR REVOLVING MARGINS.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
IF THE RATIO OF BORROWER      EURODOLLAR           BASE RATE           UNUSED FEE RATE       REFERENCE LEVEL
 FUNDED INDEBTEDNESS TO    REVOLVING MARGIN    REVOLVING MARGIN
  EBITDA (FOR THE FOUR
FISCAL QUARTER PERIOD OF
 BORROWER MOST RECENTLY
        ENDED) IS
-------------------------------------------------------------------------------------------------------------

<S>                              <C>                 <C>                    <C>                    <C>
greater than or equal to         1.75%               0.00%                  0.35%                   IV
      1.75 to 1.00
-------------------------------------------------------------------------------------------------------------
greater than or equal to         1.50%               0.00%                  0.30%                   III
  1.25 to 1.00 but less
    than 1.75 to 1.00
-------------------------------------------------------------------------------------------------------------
greater than or equal to         1.25%               0.00%                  0.25%                   II
  0.75 to 1.00 but less
    than 1.25 to 1.00
-------------------------------------------------------------------------------------------------------------
 less than 0.75 to 1.00          1.00%               0.00%                  0.20%                   I
-------------------------------------------------------------------------------------------------------------
</TABLE>

         The Increments applicable on the Effective Date shall be those of
         Level II. Thereafter, the applicable Increments shall be re-determined
         by Administrative Agent based on the ratio of Borrower's Funded
         Indebtedness to EBITDA for the four fiscal quarter period of Borrower
         most recently ended, promptly after each delivery by Borrower to
         Administrative Agent of Borrower's Financial Statements (and
         accompanying Compliance Certificate) as required in Section 12.11 and
         will become applicable on the third Business Day following the day when
         Borrower delivers such Financial Statements (and accompanying
         Compliance Certificate) to Administrative Agent.

         4.7. INTEREST PERIODS FOR EURODOLLAR LOANS. For each Eurodollar
         Loan Borrower shall select an Interest Period that is either 30, 60,
         90, or 180 days; provided that:

                  (i) every such Interest Period for a Eurodollar Advance shall
                  commence on the date of the Advance or on the date of the
                  conversion or continuation of any Loan as a Eurodollar Loan;

                  (ii) if any Interest Period would otherwise expire on a day
                  of a calendar month which is not a Business Day, then such
                  Interest Period shall expire on the next succeeding Business
                  Day in that calendar month; provided, however, that if the
                  next succeeding Business Day would be in the following
                  calendar month, it shall expire on the first preceding
                  Business Day;

                  (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 the calendar month at the end of such Interest Period;
                  and

                                     6


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<PAGE>

                  (iv) no Interest Period for a Eurodollar Loan that is part of
                  the Aggregate Revolving Loan shall extend beyond the
                  Revolving Loan Maturity Date.

         4.8. TIME OF ACCRUAL. Interest shall accrue on all principal
         amounts outstanding from the date when first outstanding to the date
         when no longer outstanding. Amounts shall be deemed outstanding until
         payments are applied thereto as provided herein.

         4.9. COMPUTATION. Interest shall be computed for the actual days
         elapsed over a year deemed to consist of 360 days. Interest rates that
         are based on the Base Rate shall change simultaneously with any change
         in the Base Rate and shall be effective for the entire day on which
         such change becomes effective. The Base Rate will be determined by
         Administrative Agent before the initial Advances on the Effective Date
         and on each Business Day thereafter when the Base Rate changes.

         4.10. RATE AFTER MATURITY. Borrower shall pay interest on the
         Aggregate Loans, the Swingline Loan and any Obligations with respect
         to Letters of Credit after their Maturity, and, at the option of
         Administrative Agent or at the direction of the Required Lenders, on
         the Aggregate Loans, the Swingline Loan and on the other Loan
         Obligations after the occurrence of an Event of Default, at a rate per
         annum of two percent (2%) plus the then-applicable rates. Past due fees
         and other amounts past due and owing hereunder shall bear interest at
         two percent (2%) above the then-current Adjusted Base Rate.

5.   FEES.

         5.1. UPFRONT FEE. The Borrower agrees to pay to the Administrative
         Agent for the account of each Lender on the Effective Date a
         non-refundable, one-time upfront fee (the "Upfront Fee") in the amount
         previously agreed to between the Borrower and the Administrative Agent
         pursuant to a separate fee letter (and the Administrative Agent agrees
         to promptly forward to each Lender a portion of such Upfront Fee in the
         amount previously agreed to between Administrative Agent and each
         Lender).

         5.2. REVOLVING LOAN UNUSED FEE. Borrower shall pay to Administrative
         Agent for the account of Lenders a non-refundable, recurring Revolving
         Loan Unused Fee calculated by applying the daily equivalent of an
         annual Unused Fee Rate determined pursuant to the table set forth in
         Section 4.6 to the Unused Revolving Loan Commitment on each day during
         the period from the Effective Date to the Revolving Loan Maturity Date.
         The Unused Revolving Loan Commitment on any day shall be the difference
         between (i) the amount of the Aggregate Revolving Loan Commitment and
         (ii) the sum of (a) the Aggregate Revolving Loan, and (b) the face
         amount of all outstanding Letters of Credit and (c) without duplication
         of clause (b), the total of all amounts drawn on the outstanding
         Letters of Credit but not reimbursed to the Letter of Credit Issuer by
         Borrower as of the close of business on such day. The Revolving Loan
         Unused Fee shall be payable quarterly in arrears commencing on the last
         day of the first calendar quarter ending after the Effective Date and
         continuing on the last day of each calendar quarter thereafter and on
         the Revolving Loan Maturity Date. The Unused Fee Rate shall be
         determined from the chart in Section 4.6 of this Agreement under the
         heading "Unused Fee Rate." The Unused Fee Rate applicable on the
         Effective Date shall be Level II. Thereafter, the Borrower's ratio of
         Funded Indebtedness to EBITDA for the four fiscal quarter period of
         Borrower most recently ended will be calculated and applied to
         determine the applicable Unused Fee Rate in the same manner used for
         determination of the applicable Base Rate Revolving Margin, and
         Eurodollar Revolving Margin as described in Section 4.6.

                                     7


<PAGE>
<PAGE>

         5.3. LETTER OF CREDIT FEE. Borrower shall pay to Administrative Agent
         (or UMB in the case of the UMB LCs) for the account of Letter of Credit
         Issuer (or UMB in the case of the UMB LCs) and each other Lender with a
         Revolving Loan Commitment, a non-refundable recurring Letter of Credit
         Fee for each Letter of Credit issued by Letter of Credit Issuer (or UMB
         in the case of the UMB LCs). All Letter of Credit Fees are to be paid
         to the Lenders pro-rata in accordance with their respective pro-rata
         shares as set forth on Exhibit 3. The Letter of Credit Fee for any
         Letter of Credit shall be an amount equal to the aggregate undrawn
         amount of such Letter of Credit multiplied by the Eurodollar Revolving
         Margin in effect on the date such Letter of Credit is issued and any
         annual renewal date of each such Letter of Credit. The Letter of Credit
         Fee for each Letter of Credit shall be payable in advance for the
         remaining portion of the quarter when issued and quarterly thereafter
         on the last day of each full calendar quarter thereafter (or portion
         thereof for the last calendar quarter) while such Letter of Credit is
         outstanding.

         5.4. LETTER OF CREDIT FRONTING FEE. Borrower shall pay to Letter of
         Credit Issuer (for its own account) a non-refundable, one-time Fronting
         Fee equal to .125% of the face amount of each Letter of Credit issued
         by Letter of Credit Issuer. The Fronting Fee due for any Letter of
         Credit shall be payable in advance on the issuance date of such Letter
         of Credit.

         5.5. OTHER LETTER OF CREDIT FEES. Borrower shall pay to Letter of
         Credit Issuer (or UMB in the case of the UMB LCs) for its own account
         such Letter of Credit Issuer's other customary fees for issuance,
         amendment, or renewal of a Letter of Credit and, as Letter of Credit
         Issuer and Borrower may agree with respect to each Letter of Credit,
         and for each negotiation of a draft drawn under such Letter of Credit.

         5.6. CALCULATION OF FEES. All of the foregoing fees and all other fees
         payable to Administrative Agent or any Lender that are based on an
         annual percentage shall be calculated on the basis of a year deemed to
         consist of 360 days and for the actual number of days elapsed.

6.   PAYMENTS.

         6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN AND SWINGLINE LOAN.

                  6.1.1. INTEREST. Borrower shall pay interest accrued on
                  each Base Rate Loan included in the Aggregate Revolving Loan
                  and on the Swingline Loan quarterly in arrears beginning on
                  the last day of the first calendar quarter ending after the
                  Effective Date and continuing on the last day of each
                  calendar quarter thereafter, and on the Revolving Loan
                  Maturity Date. Borrower shall pay interest accrued on each
                  Eurodollar Loan included in the Aggregate Revolving Loan at
                  the end of its Interest Period and, in addition, for each
                  such Eurodollar Loan with an Interest Period longer than 90
                  days, Borrower shall pay interest accrued thereon quarterly
                  on the same date of each quarter as the date such Eurodollar
                  Loan was made. Borrower shall pay interest accrued thereon on
                  each day that would have been the end of an Interest Period
                  with respect to such Eurodollar Loan had successive Interest
                  Periods of 90 days' duration been applicable to such
                  Eurodollar Loan. Borrower shall pay interest accrued on each
                  Revolving Loan and the Swingline Loan after the Revolving
                  Loan Maturity Date on demand.

                  6.1.2. PRINCIPAL. Subject to Section 6.1.3, Borrower shall
                  repay the entire amount of the Aggregate Revolving Loan as
                  then outstanding on May 30, 2005 (the Revolving Loan Maturity
                  Date), and Borrower shall repay the entire amount of the
                  Swingline Loan on demand, or if no demand is made, on the
                  Revolving Loan Maturity Date.

                                     8


<PAGE>
<PAGE>

                  6.1.3. EXTENSION OF REVOLVING LOAN MATURITY DATE. If Borrower
                  provides written notice to the Administrative Agent and each
                  Lender no less then ninety (90) days and no more than one
                  hundred and fifty days (150) prior to the first annual
                  anniversary (the "First Extension Right") of the Effective
                  Date, and again, prior to the second annual anniversary (the
                  "Second Extension Right") of the Effective Date (an
                  "Extension Request") that it wishes to extend the Revolving
                  Loan Maturity Date, in each case by one year, then, if, and
                  only if, each of the Lenders affirmatively agree, in each
                  case, in writing to an extension in each of their respective
                  sole discretion by executing an extension agreement
                  containing such terms and conditions as required by the
                  Lenders (signed by Administrative Agent, each Lender and
                  Borrower), the Revolving Loan Maturity Date shall be so
                  extended by one year. Whether or not Borrower exercises the
                  First Extension Right, Borrower may exercise the Second
                  Extension Right. The Administrative Agent shall notify the
                  Borrower in writing within 30 days of the Lenders' receipt of
                  an Extension Request, whether or not the Lenders agree to an
                  extension of the Revolving Loan Maturity Date and, if so,
                  under what terms and conditions. If a Lender fails to advise
                  the Administrative Agent of its decision with respect to an
                  Extension Request within such 30 day period referred to in
                  the preceding sentence, such Lender shall be deemed to have
                  denied such request.

         6.2. APPLICATION. Payments shall be paid or applied by the
         Administrative Agent (in each case up to the outstanding principal
         amount of the applicable Loan) (i) first, to reduce the Swingline
         Loan to zero, and then (ii) second, as set forth in Section 16.10.

         6.3. PREPAYMENTS.

                  6.3.1. VOLUNTARY PREPAYMENT. Subject to the limitations in
                  the following sentences, Borrower may wholly prepay any Base
                  Rate Loan, or Eurodollar Loan that is included in the
                  Aggregate Revolving Loan at any time and may make a partial
                  prepayment thereon from time to time, without penalty or
                  premium, but only if (i) Borrower gives Administrative Agent
                  written notice (which may be mailed, personally delivered or
                  telecopied as provided in Section 19.1) or telephonic notice
                  (promptly confirmed in writing in the manner provided in
                  Section 19.1) of Borrower's intention to make such prepayment
                  at least one Business Day prior to tendering such prepayment,
                  (ii) the total amount of such prepayment is a whole multiple
                  of $500,000, and (iii) Borrower pays any amount that is due
                  under Section 17.4 as a consequence of the prepayment. Unless
                  there is an Existing Default, all payments on the Revolving
                  Loan shall be made first to the outstanding balance of the
                  Swingline Loan, if any, and then to the remaining amount of
                  the Aggregate Revolving Loan.

                  6.3.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST. If at
                  any time the Aggregate Revolving Loan exceeds the Maximum
                  Available Amount, whether as a result of optional Revolving
                  Loan Advances by Lenders as contemplated by Section 3.1.2 or
                  otherwise, Borrower shall on demand make a payment in the
                  amount of the excess to Administrative Agent for the account
                  of Administrative Agent on the Swingline Loan and Lenders on
                  the Aggregate Revolving Loan. Each such prepayment will be
                  applied by Administrative Agent and Lenders first to reduce
                  the Swingline Loan (and consequently each Lenders' risk
                  participation in such Swingline Loan) until it is reduced to
                  zero, then to reduce the Base Rate Loans that are included in
                  the Aggregate Revolving Loan (and consequently a ratable
                  portion of each Lender's Revolving Loan) until they are
                  reduced to zero and then to reduce the Eurodollar Loans that
                  are included in the Aggregate

                                        9


<PAGE>

                  Revolving Loan (and consequently a ratable portion of each
                  Lender's Revolving Loan). In the case of such a prepayment,
                  Borrower will pay any accrued interest on the amount prepaid
                  at the time of such prepayment, and Borrower pays any amount
                  that is due under Section 17.4 as a consequence of the
                  prepayment.

                  6.3.3. OTHER MANDATORY PREPAYMENTS.

                           6.3.3.1. PROCEEDS FROM SALES OF ASSETS NOT IN
                           ORDINARY COURSE. If Borrower or any Covered Person
                           sells any of its assets in a single transaction or
                           related series of transactions that are not in the
                           ordinary course of business, Borrower shall make a
                           payment to Administrative Agent for the ratable
                           benefit of the Lenders, to be applied to reduce
                           the Loan Obligations, in the aggregate amount of
                           the gross proceeds therefrom less reasonable selling
                           expenses and the increment in federal, state and
                           local income taxes, if any, payable as a consequence
                           of any taxable gain from such sale. Borrower need
                           not make such prepayment, however, (i) unless the
                           net proceeds from such sale or sales exceed
                           $2,000,000 in any one fiscal year, or (ii) from
                           the net proceeds of any such sale of a capital
                           asset to the extent such net proceeds are expended
                           or committed in writing to be expended by Borrower
                           within 180 days of completion of the sale for
                           replacement of such asset by another asset of
                           comparable type and utility. Borrower and Lenders
                           agree that it is Borrower's normal practice
                           to sell from time to time certain of its textile
                           service plants, and such sales are deemed to be in
                           the ordinary course of business; provided, however,
                           that any such sale in excess of an aggregate of five
                           over the term of this Agreement shall not be deemed
                           to be in the ordinary course of business.
                           Transactions permitted by Section 13.13 are not
                           subject to this Section.

                           6.3.3.2. PROCEEDS FROM SALE OF SECURITIES OR
                           ISSUANCE OF INDEBTEDNESS. If after the Execution
                           Date Borrower or any Covered Person issues any debt,
                           equity (except equity issued in connection with a
                           Permitted Acquisition) or debt securities, or
                           warrants or options therefor (other than the
                           exercise of warrants or options issued to
                           management of Borrower pursuant to a management
                           incentive stock option program (the Approved
                           Options)), Borrower shall promptly after such sale
                           make a payment to Administrative Agent for the
                           ratable benefit of the Lenders, to be applied to
                           reduce the Loan Obligations, in an aggregate amount
                           equal to the gross proceeds therefrom less
                           reasonable brokers' and underwriters' fees and
                           commissions and other reasonable issuing expenses.

         6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER. Borrower hereby
         unconditionally agrees to immediately pay to Letter of Credit Issuer
         on demand at the Letter of Credit Issuer's Applicable Lending Office
         all amounts required to pay all drafts drawn under Letters of Credit
         issued for the account of such Borrower, all fees associated with the
         Letters of Credit, and all reasonable expenses incurred by Letter of
         Credit Issuer in connection with such Letters of Credit and in any
         event and without demand to remit to Letter of Credit Issuer (which may
         be through obtaining Advances if permitted under Section 3.1.2)
         sufficient funds to pay all debts and liabilities arising under any
         Letter of Credit issued for the account of such Borrower. Borrower
         hereby unconditionally agrees to immediately pay to UMB on demand at
         UMB's Applicable Lending Office all amounts required to pay all drafts
         drawn under UMB LCs, all fees associated with the UMB LCs, and all
         reasonable expenses incurred by UMB in connection with such UMB LCs and
         in any event and without demand to remit to UMB (which may be through
         obtaining Advances) sufficient funds to pay all debts and liabilities
         arising under any UMB LC.

                                     10


<PAGE>
<PAGE>

         6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

                  6.5.1. PAYMENT REQUIREMENT. Unless expressly provided to
                  the contrary elsewhere herein, Borrower shall make each
                  payment on the Loan Obligations to Administrative Agent for
                  the account of Lenders as required under the Loan Documents
                  at the Applicable Lending Office of the Administrative Agent
                  on the date when due, without deduction, setoff or
                  counterclaim. All such payments will be distributed by
                  Administrative Agent to Lenders as provided in Section 16.10
                  for application to the Loan Obligations as provided herein.

                  6.5.2. APPLICATION OF PAYMENTS AND PROCEEDS. All payments
                  received by Administrative Agent in immediately available
                  funds at or before 12:00 noon (Local Time) on a Business Day
                  will be distributed by Administrative Agent to Lenders as
                  provided in Section 16.10 on the same Business Day. Such
                  payments received on a day that is not a Business Day or
                  after 12:00 noon (Local Time) on a Business Day will be
                  distributed by Administrative Agent to Lenders as provided in
                  Section 16.10 on the next Business Day. The amount so
                  distributed to a Lender will be applied by such Lender to the
                  relevant Loan Obligation on the Business Day when received.

                  6.5.3. INTEREST CALCULATION. Section 6.5.2 notwithstanding,
                  for purposes of interest calculation only, (i) a payment in
                  cash or by wire transfer or direct debit to an account of
                  Borrower received at or before 12:00 noon (Local Time) on a
                  Business Day shall be deemed to have been applied to the
                  relevant Loan Obligation on the Business Day when it is
                  received, and (ii) a payment in cash or by wire transfer or
                  direct debit to an account of Borrower received on a day that
                  is not a Business Day or after 12:00 noon (Local Time) on a
                  Business Day shall be deemed to have been applied to the
                  relevant Loan Obligation on the next Business Day. A payment
                  made by check, draft or other instrument will be applied for
                  interest purposes in Administrative Agent's commercially
                  reasonable discretion in a manner consistent with its
                  customary collection policies.

         6.6. RETURNED INSTRUMENTS. If a payment is made by check, draft or
         other instrument and the check, draft or other instrument is returned
         unpaid, any application of the payment to the Loan Obligations will
         be reversed and will be treated as never having been made.

         6.7. COMPELLED RETURN OF PAYMENTS OR PROCEEDS. If Administrative Agent
         or any Lender is for any reason compelled to surrender any payment
         because such payment is for any reason invalidated, declared
         fraudulent, set aside, or determined to be void or voidable as a
         preference, an impermissible setoff, or a diversion of trust funds,
         then this Agreement and the Loan Obligations to which such payment or
         proceeds was applied or intended to be applied shall be revived as if
         such application was never made; and Borrower shall be liable to pay to
         Administrative Agent or such Lender, and shall indemnify Administrative
         Agent or such Lender for and hold Administrative Agent or such Lender
         harmless from any loss with respect to, the amount of such payment or
         proceeds surrendered. This Section shall be effective notwithstanding
         any contrary action that Administrative Agent or such Lender may take
         in reliance upon its receipt of any such payment or proceeds. Any such
         contrary action so taken by Administrative Agent or such Lender shall
         be without prejudice to Administrative Agent's or such Lender's rights
         under this Agreement and shall be deemed to have been conditioned upon
         the application of such payment or proceeds having become final and
         indefeasible. The provisions of this Section shall survive termination
         of the Commitments, the expiration of the Letters of Credit and the
         indefeasible full payment and satisfaction of all of the Loan
         Obligations.

                                     11


<PAGE>
<PAGE>

         6.8. DUE DATES NOT ON BUSINESS DAYS. Subject to Section 4.7(ii), if
         any payment required hereunder becomes due on a date that is not a
         Business Day, then such due date shall be deemed automatically
         extended to the next Business Day (including any interest accruing
         during any such extension period).

7.   PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT.

         7.1. INITIAL ADVANCES. Provided that all conditions thereto hereunder
         are satisfied and subject to the limitations contained herein,
         Lenders will fund and Administrative Agent will make the initial
         Revolving Loan Advance on the Effective Date as directed by
         Borrower in a written direction delivered to Administrative Agent.
         The manner of disbursement shall be subject to Administrative
         Agent's approval.

         7.2. SUBSEQUENT REVOLVING LOAN ADVANCES.

                  7.2.1. BORROWER REQUESTS. Borrower may request subsequent
                  Revolving Loan Advances at any time, but not more often than
                  once each Business Day, by submitting a request therefor to
                  Administrative Agent as provided in Section 7.10.
                  Administrative Agent may treat every request for a Revolving
                  Loan Advance that is a Base Rate Advance as a request for a
                  Swingline Advance to the extent the requested amount does not
                  exceed the Maximum Swingline Amount and as a request for a
                  Revolving Loan Advance in the amount of the excess.
                  Administrative Agent may treat every request for an Advance
                  as a request for a Base Rate Advance if Borrower does not
                  specify that such Advance is to be a Eurodollar Advance in
                  Borrower's request for an Advance. Every request for a
                  Revolving Loan Advance shall be irrevocable. A request for a
                  Revolving Loan Advance received by Administrative Agent on a
                  day that is not a Business Day or that is received by
                  Administrative Agent after 12:00 noon (Local Time) (or 2:00
                  p.m. (Local Time) in the case of a request for a Revolving
                  Loan Advance which will, subject to the terms of this
                  Agreement, be treated by Administrative Agent as a request
                  for a Swingline Advance) on a Business Day shall be treated
                  as having been received by Administrative Agent prior to
                  12:00 noon (Local Time) (or 2:00 p.m. (Local Time) in the
                  case of a request for a Revolving Loan Advance which will,
                  subject to the terms of this Agreement, be treated by
                  Administrative Agent as a request for a Swingline Advance) on
                  the next Business Day.

                  7.2.2. REVOLVING LOAN ADVANCES TO REPAY THE SWINGLINE LOAN.

                           7.2.2.1. Administrative Agent may in its sole and
                           absolute discretion on any Business Day give notice
                           to Lenders of the amount of the Swingline Loan after
                           application of all payments to be applied thereto
                           as provided elsewhere herein. Such notice shall be
                           given no later than 1:00 p.m. (Local Time) and may
                           include a demand that the Swingline Loan be
                           fully paid. If Administrative Agent demands that the
                           Swingline Loan be fully paid, then prior to 3:00
                           p.m. (Local Time) on such date, Lenders shall remit
                           funds to Administrative Agent sufficient to reduce
                           the Swingline Loan to zero. The aggregate of such
                           remittances shall be treated as a Revolving Loan
                           Advance and the Aggregate Revolving Loan
                           increased accordingly. Each such remittance by
                           a Lender shall be made in accordance with its
                           pro-rata share of the Aggregate Revolving Loan
                           Commitment and shall be made notwithstanding that
                           (i) the amount of the aggregate of such remittances
                           by Lenders may not be in the minimum amount for
                           Revolving Loan

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                           Advances otherwise required hereunder, (ii) any
                           conditions to Advances in Section 8 may not be then
                           satisfied, (iii) there is an Existing Default,
                           (iv) the aggregate amount of such remittances by
                           Lenders would result in the Aggregate Revolving
                           Loan exceeding the Maximum Available Amount, or
                           (v) such remittances by Lenders may be made after
                           the Revolving Loan Maturity Date; provided,
                           however, that in no event shall any Lender be
                           required to make any such remittance that would
                           result in the sum of (a) the Revolving Loan of
                           such Lender, plus (b) such Lender's pro-rata share
                           of the Letter of Credit Exposure exceeding
                           such Lender's Revolving Loan Commitment.

                           7.2.2.2. If for any reason, including the
                           commencement of a proceeding in bankruptcy with
                           respect to Borrower, remittances by Lenders as
                           provided above cannot be made on the date otherwise
                           required above, then each Lender shall be deemed
                           automatically to have purchased from Administrative
                           Agent as of such date a pro-rata undivided interest
                           and participation in the Swingline Loan so as to
                           cause such Lender to share in the Swingline Loan
                           in accordance with its pro-rata share of the
                           Aggregate Revolving Loan Commitment. Each Lender
                           shall remit its pro-rata share of the Swingline
                           Loan to Administrative Agent promptly on demand.
                           All interest payable with respect to such Lender's
                           pro-rata share of the Swingline Loan shall be for
                           the account of Administrative Agent to the date
                           such remittance is made, and shall be for the
                           account of and remitted by Administrative Agent to
                           such Lender as a participant from such date.
                           Further, until such remittance is made, such Lender
                           shall pay to Administrative Agent, on demand,
                           interest on such Lender's pro-rata share of the
                           Swingline Loan at the Federal Funds Rate.

                  7.2.3. ADMINISTRATIVE AGENT'S RIGHT TO MAKE OTHER REVOLVING
                  LOAN ADVANCES.

                           7.2.3.1. PAYMENT OF LOAN OBLIGATIONS. At any time if
                           there is an Existing Default, or if there is no
                           Existing Default if agreed to by Borrower and
                           Administrative Agent, Administrative Agent shall
                           have the right to make Revolving Loan Advances at
                           any time and from time to time to cause timely
                           payment of any of the Loan Obligations, and
                           Administrative Agent shall have the right to make
                           withdrawals from or debits against any accounts
                           of any Covered Person at Administrative Agent at
                           any time and from time to time to cause timely
                           payment of any of the Loan Obligations.
                           Administrative Agent may select the Advance Date
                           for any such Revolving Loan Advance, but such
                           Advance Date may only be a Business Day.
                           Administrative Agent will give notice to Borrower
                           after any such Revolving Loan Advance is made.
                           Any such Revolving Loan Advance will be a Base
                           Rate Advance.

         7.3. LETTERS OF CREDIT. Borrower may request the issuance of a Letter
         of Credit by submitting an issuance request to Letter of Credit Issuer
         and executing the reimbursement agreement required under Section
         9.1 no less than five (5) Business Days prior to the requested
         issue date for such Letter of Credit, although Letter of Credit
         Issuer agrees to use its commercially reasonable efforts to issue a
         requested Letter of Credit within three (3) Business Days of a
         request from Borrower.

         7.4. FUNDINGS.

                  7.4.1. REVOLVING ADVANCES. Not later than 1:00 p.m. (Local
                  Time) on each Advance Date for an Advance other than a
                  Swingline Advance, Administrative Agent shall

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                  promptly notify each Lender of the amount of the Advance
                  to be made on that Advance Date. Each Lender shall make
                  immediately available to Administrative Agent by 3:00
                  p.m. (Local Time) on the Advance Date funds consisting
                  solely of Dollars in the amount of its pro-rata share of
                  such Advance, rounded to the nearest penny, in
                  accordance with such remittance instructions as may be
                  given by Administrative Agent to Lenders from time to
                  time.

                  7.4.2. DRAWS ON LETTERS OF CREDIT. In the event that a
                  draw is made on a Letter of Credit and Borrower does not
                  reimburse the amount of such draw in full to Letter of
                  Credit Issuer immediately on demand, Letter of Credit
                  Issuer shall promptly notify Administrative Agent of
                  such failure. Upon Administrative Agent's receipt of
                  such notice from Letter of Credit Issuer, Administrative
                  Agent may notify each Lender thereof and shall have the
                  right to cause a Revolving Loan Advance to be made,
                  regardless whether such Revolving Loan Advance would
                  result in the Aggregate Revolving Loan exceeding the
                  Maximum Available Amount, by notifying each Lender of
                  the draw, the amount of the Revolving Loan Advance
                  required to fund reimbursement of such draw, and the
                  amount of such Lender's ratable share of such Revolving
                  Loan Advance. The Advance Date and time for such
                  Revolving Loan Advance shall not be later than 3:00 p.m.
                  (Local Time) on the first Business Day following
                  Administrative Agent's delivery of such notice to
                  Lenders. By no later than such Advance Date and time,
                  each Lender shall make immediately available to
                  Administrative Agent funds consisting solely of Dollars
                  in the amount of its pro-rata share of such Revolving
                  Loan Advance, rounded to the nearest penny, in
                  accordance with such remittance instructions as may be
                  given by Administrative Agent to each Lender from time
                  to time. Each Revolving Loan Advance made by
                  Administrative Agent pursuant to this Section 7.4.2
                  shall be deemed to be a Base Rate Advance.

                  In the event that a draw is made on a UMB LC and Borrower
                  does not reimburse the amount of such draw in full to UMB
                  immediately on demand, UMB shall promptly notify each
                  other Lender and Administrative Agent of such failure.
                  Upon each other Lender's and Administrative Agent's
                  receipt of such notice from UMB, Administrative Agent
                  shall have the right to cause a Revolving Loan Advance to
                  be made, regardless whether such Revolving Loan Advance
                  would result in the Aggregate Revolving Loan exceeding the
                  Maximum Available Amount, by notifying each Lender of the
                  amount of the Revolving Loan Advance required to fund
                  reimbursement of such draw, and the amount of such
                  Lender's ratable share of such Revolving Loan Advance. The
                  Advance Date and time for such Revolving Loan Advance
                  shall not be later than 3:00 p.m. (Local Time) on the
                  first Business Day following Administrative Agent's
                  delivery of such notice to Lenders. By no later than such
                  Advance Date and time, each Lender (including UMB) shall
                  make immediately available to Administrative Agent funds
                  consisting solely of Dollars in the amount of its pro-rata
                  share of such Revolving Loan Advance, rounded to the
                  nearest penny, in accordance with such remittance
                  instructions as may be given by Administrative Agent to
                  each Lender from time to time. Each Revolving Loan Advance
                  made by Administrative Agent pursuant to this Section 7.4.2
                  shall be deemed to be a Base Rate Advance.

                  7.4.3. ALL FUNDINGS RATABLE. All fundings of Advances (other
                  than Swingline Advances) shall be made by Lenders as provided
                  herein in accordance with their pro-rata shares of the
                  respective Aggregate Commitments, as applicable. Except as
                  otherwise expressly provided herein, a Lender shall not be
                  obligated to fund Revolving Loan Advances that would
                  result in the sum of (a) such Lender's Revolving Loan,
                  plus (b)

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                  such Lender's pro-rata share of the Letter of Credit
                  Exposure exceeding its Revolving Loan Commitment, or
                  make available any more than its pro-rata share of any
                  Advance.

         7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION.

                  7.5.1. Unless Administrative Agent has been given written
                  notice by a Lender prior to an Advance Date that such Lender
                  does not intend to make immediately available to
                  Administrative Agent such Lender's pro-rata share of the
                  Advance which Administrative Agent will be obligated to
                  make on the Advance Date, Administrative Agent may
                  assume that such Lender has made the required amount
                  available to Administrative Agent on the Advance Date
                  and Administrative Agent may, in reliance upon such
                  assumption, make available to Borrower a corresponding
                  amount. If such corresponding amount is not in fact made
                  immediately available to Administrative Agent by such
                  Lender on the Advance Date, Administrative Agent shall
                  be entitled to recover such corresponding amount on
                  demand from such Lender. If such Lender does not pay
                  such corresponding amount (or an amount demanded by
                  Administrative Agent pursuant to Section 7.2.2.1)
                  immediately upon Administrative Agent's demand therefor,
                  then Administrative Agent shall promptly notify Borrower
                  and the other Lenders and Borrower shall immediately pay
                  such corresponding amount to Administrative Agent.
                  Administrative Agent shall also be entitled to recover,
                  either from such defaulting Lender (a Defaulting Lender)
                  or Borrower, interest on such corresponding amount for
                  each day from the date such corresponding amount was
                  made available by Administrative Agent to Borrower to
                  the date such corresponding amount is recovered by
                  Administrative Agent, at a rate per annum equal to (i)
                  if paid by such Lender, the cost to Administrative Agent
                  of funding such amount at the Federal Funds Rate, or
                  (ii) if paid by Borrower, the applicable rate for the
                  Advance in question determined from the request
                  therefor. Each Lender shall be obligated only to fund
                  its pro-rata share of an Advance subject to the terms
                  and conditions hereof, regardless of the failure of
                  another Lender to fund its pro-rata share thereof. In
                  addition, the failure of any Lender to pay its pro-rata
                  share of any such Advance shall cause such Lender to be
                  a Defaulting Lender and such Defaulting Lender shall,
                  until such amount is paid to Administrative Agent (with
                  interest at the Federal Funds Rate), (a) permit
                  Administrative Agent the unconditional and irrevocable
                  right of setoff against any amounts (including, without
                  limitation, payments of principal, interest, and fees,
                  as well as indemnity payments) received by
                  Administrative Agent hereunder for the benefit of any
                  such Defaulting Lender, and (b) if such failure to pay
                  shall continue for a period of two Business Days, result
                  in any such Defaulting Lender forfeiting any right to
                  vote on any matter that the Required Lenders or all
                  Lenders are permitted to vote for hereunder (and the
                  calculation of Required Lenders shall exclude such
                  Defaulting Lender's interest in the Lenders' Exposure);
                  provided, however, once such a failure is cured, then
                  such Lender shall, subsequent thereto, have all rights
                  hereunder; provided, further, however, if any Lender
                  shall fail to make such a payment within the two
                  Business Day period specified in clause (b) above (other
                  than by reason of events beyond the reasonable control
                  of such Lender) four (4) or more times during the term
                  hereof, such Lender shall permanently forfeit its right
                  to vote hereunder (and the calculation of Required
                  Lenders shall exclude such Defaulting Lender's interest
                  in the Lenders' Exposure). If there is a Defaulting
                  Lender, the Administrative Agent shall with reasonable
                  promptness request that the other Lenders fund such
                  Defaulting Lender's portion of the requested Advances,
                  although the other Lenders shall have no obligation to
                  do so and may refuse to do so in their sole discretion.

                  7.5.2. Unless Administrative Agent has been given
                  written notice by Borrower prior to the date any payment
                  to be made by it is due, that it does not intend to
                  remit such

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                  payment, Administrative Agent may assume that the
                  Borrower has timely remitted such payment and
                  Administrative Agent may, in reliance upon such
                  assumption, make available a corresponding amount or
                  pro-rata portion thereof to the Persons entitled
                  thereto. If such payment was not in fact remitted to the
                  Administrative Agent in immediately available funds,
                  then, each Lender shall immediately on demand repay to
                  Administrative Agent the corresponding amount or
                  pro-rata portion thereof made available to such Lender,
                  together with interest thereon in respect of each day
                  from the date such amount was made available by
                  Administrative Agent to such Lender to the date such
                  amount is repaid to Administrative Agent, at the Federal
                  Funds Rate.

         7.6. DISBURSEMENT. Provided that all conditions precedent herein to a
         requested Advance or, if applicable, a Swingline Advance, have been
         satisfied, Administrative Agent will make the amount of such
         requested Advance available to Borrower on the applicable Advance
         Date in immediately available funds in Dollars at Administrative
         Agent's Applicable Lending Office.

         7.7. RESTRICTIONS ON ADVANCES. No Advance will be made unless it is a
         whole multiple of $500,000 and not less than $1,000,000, in the
         case of a Eurodollar Advance, or a whole multiple of $100,000 and
         not less than $500,000, in the case of a Base Rate Advance. No more
         than one Revolving Loan Advance and no more than one Swingline
         Advance will be made on any one day pursuant to a request for a
         Revolving Loan Advance. Advances will only be made for the purposes
         permitted in Section 12.1. No Eurodollar Advance will be made so
         long as there is any Existing Default.

         7.8. RESTRICTION ON NUMBER OF EURODOLLAR LOANS. No more than five (5)
         Eurodollar Loans with different Interest Periods may be outstanding
         at any one time.

         7.9. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A CERTIFICATION.
         Each submittal of a request for an Advance and each submittal of a
         request for the issuance of a Letter of Credit by a Borrowing Officer
         shall constitute a certification by Borrower that (i) there is no
         Existing Default, (ii) all conditions precedent hereunder to the making
         of the requested Advance or issuance of the requested Letter of Credit
         have been satisfied, and (iii) the Representations and Warranties are
         then true, with such exceptions as have been disclosed to Lenders in
         writing by Borrower or a Guarantor from time to time and are
         satisfactory to Lenders, and will be true on the Advance Date or
         issuance date, as applicable, as if then made with such exceptions.

         7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST. Only a request (which
         shall be in writing, or oral and confirmed in writing within one
         Business Day, in the form attached hereto as Exhibit 7.10 and mailed,
         personally delivered or telecopied as provided in Section 19.1) from a
         Borrowing Officer to Administrative Agent that specifies the amount of
         the Advance to be made, the Advance Date for the requested Advance, the
         portion of the Advance which is requested to be a Eurodollar Advance
         and the portion of the Advance which is requested to be a Base Rate
         Advance, and the Interest Period to be applicable to the Eurodollar
         Loan that will result from a requested Eurodollar Advance, shall be
         treated as a request for an Advance. No Advance Date for any requested
         Advance may be other than a Business Day. A request for a Eurodollar
         Advance must be given prior to 12:00 noon, Local Time, at least three
         (3) Business Days prior to the Advance Date for such Eurodollar
         Advance. A request for a Base Rate Advance must be given prior to 12:00
         noon, Local Time, on the Advance Date for such Base Rate Advance.

         7.11. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST. Only a written
         request (which may be mailed, personally delivered or telecopied as
         provided in Section 19.1) from a Borrowing Officer to
         Administrative Agent or an electronic initiation over an online
         service provided by

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         Letter of Credit Issuer that specifies the amount, requested expiry
         date (which shall be a Business Day and in no event later than
         twenty-five (25) days before the Revolving Loan Maturity Date) and
         beneficiary of the requested Letter of Credit and other information
         necessary for its issuance shall be treated as a request for issuance
         of a Letter of Credit.

         7.12. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS. Neither
         Administrative Agent nor any Lender shall incur any liability to
         Borrower for treating a request that meets the express requirements of
         Section 7.10 or Section 7.11 as a request for an Advance or issuance of
         a Letter of Credit, as applicable, if Administrative Agent believes in
         good faith that the Person making the request is a Borrowing Officer or
         if, in the case of a request for a Letter of Credit, it is
         electronically initiated. Neither Administrative Agent nor any Lender
         shall incur any liability to Borrower for failing to treat any such
         request as a request for an Advance or issuance of a Letter of Credit,
         as applicable, if Administrative Agent believes in good faith that the
         Person making the request is not a Borrowing Officer.

8.   CONDITIONS OF LENDING.

         8.1. CONDITIONS TO INITIAL ADVANCE. Lenders will have no obligation to
         fund the initial Revolving Loan Advance or any subsequent Revolving
         Loan Advance unless:

                  8.1.1. LISTED DOCUMENTS AND OTHER ITEMS. Administrative Agent
                  shall have received on or before the Effective Date all of
                  the documents and other items listed or described in
                  Exhibit 8.1.1 hereto as being conditions to the initial
                  Revolving Loan Advances as being delivered or executed on
                  or before the Execution Date, with each being satisfactory
                  to Lenders and (as applicable) duly executed and (also as
                  applicable) sealed, attested, acknowledged, certified, or
                  authenticated.

                  8.1.2. FINANCIAL CONDITION; PROJECTIONS. Lenders shall (A)
                  have received (i) audited consolidated financial statements
                  for the Borrower for the fiscal years ended in 2000, 2001 and
                  2002, and (ii) unaudited interim consolidated financial
                  statements for the Borrower for each quarterly period ended
                  after the latest fiscal year referred to in clause (i) above,
                  and such financial statements shall not, in the judgment of
                  the Lenders, disclose any material adverse change in the
                  consolidated financial position of the Borrower from what was
                  reflected in the financial statements previously furnished to
                  the Lenders, and (B) have determined to their satisfaction
                  that the proforma balance sheet previously provided to
                  Administrative Agent (which such balance sheet is proforma
                  after giving effect to the Healthcare Divestiture and the
                  Non-Healthcare Divestiture, the repayment of the Existing
                  Indebtedness (including any applicable prepayment penalties)
                  and the funding of the initial Revolving Loan Advances, and
                  the payment of all fees and expenses hereunder), and proforma
                  financial statements (which such proforma financial
                  statements are after giving effect to the Healthcare
                  Divestiture and the Non-Healthcare Divestiture, the repayment
                  of the Existing Indebtedness (including any applicable
                  prepayment penalties) and the funding of the initial
                  Revolving Loan Advances, and the payment of all fees and
                  expenses hereunder) for the remainder of fiscal year 2003 and
                  each of fiscal years 2004 and 2005, as furnished to
                  Administrative Agent and Lenders, and other information
                  furnished to Administrative Agent and Lenders by Borrower (i)
                  for the periods ended on or before the Effective Date, fairly
                  and accurately reflect the business and financial condition
                  of Borrower, its cash flows and the results of its operations
                  for such periods, and (ii) for the periods that will end
                  after the Effective Date, fairly and accurately forecast the
                  business and financial condition of Borrower, its cash flows,
                  and the results of its operations for such periods.

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                  8.1.3. NO DEFAULT. There shall be no Existing Default and no
                  Default or Event of Default will occur as a result of such
                  Advance being requested or made or the application of the
                  proceeds thereof.

                  8.1.4. REPRESENTATIONS AND WARRANTIES. The Representations
                  and Warranties shall be true and correct.

                  8.1.5. NO MATERIAL ADVERSE CHANGE. Since the date of the
                  Initial Financial Statements delivered to Administrative
                  Agent, there shall not have been any change which has or is
                  reasonably likely to have a Material Adverse Effect on any
                  Covered Person.

                  8.1.6. PENDING MATERIAL PROCEEDINGS. There shall be no
                  pending Material Proceedings.

                  8.1.7. PAYMENT OF FEES AND EXPENSES. Borrower shall have paid
                  and reimbursed to Lenders all fees, costs and expenses that
                  are payable or reimbursable to Lenders hereunder on or
                  before the Effective Date.

                  8.1.8. INSURANCE. Administrative Agent shall be satisfied
                  with the insurance maintained by Borrower (including the
                  insurance carrier, the types of insurance maintained, and
                  the levels of insurance maintained).

                  8.1.9. EXISTING INDEBTEDNESS. Administrative Agent shall have
                  received satisfactory evidence that either prior to the
                  Effective Date or simultaneously with the funding of the
                  initial Revolving Loan Advance, that, except for the
                  Existing Reimbursement Obligations, all of the Existing
                  Indebtedness shall be fully repaid and all commitments of
                  the lenders thereunder and obligations of Borrower and
                  each Covered Person thereunder shall be terminated.

                  8.1.10. NON-HEALTHCARE DIVESTITURE AND HEALTHCARE DIVESTITURE.
                  The Non-Healthcare Divestiture and the Healthcare Divestiture
                  shall have each closed and the Borrower shall have
                  received no less than $35,000,000 in cash in net sale
                  proceeds in the aggregate from both such closings.

                  8.1.11. CLOSING CERTIFICATE. A closing certificate (on the
                  Effective Date and on the date of the initial Revolving
                  Advance) certifying as to the completion of the conditions
                  to closing, including without limitation, the matters in
                  Sections 8.1.3 and 8.1.4.

                  8.1.12. OTHER ITEMS. Administrative Agent shall have received
                  such other consents, approvals, opinions, certificates,
                  documents or information as it reasonably deems necessary.
                  The Lenders shall be satisfied with the capitalization and
                  corporate structure of Borrower and its Subsidiaries.

         8.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lenders will have no
         obligation to fund any Advance after the initial Revolving Loan
         Advance unless:

                  8.2.1. GENERAL CONDITIONS. All of the conditions to the
                  initial Advances in Section 8.1 (except the condition in
                  Section 8.1.4 and Section 8.1.8) shall have been and shall
                  remain satisfied.

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                  8.2.2. REPRESENTATIONS AND WARRANTIES. The Representations
                  and Warranties are then true, with such exceptions as have
                  been disclosed to Lenders in writing by Borrower or any
                  Guarantor from time to time and are satisfactory to
                  Lenders, and will be true as of the time of such Advance,
                  as if then made with such exceptions.

                  8.2.3. NO PROHIBITIONS. No order, judgment or decree of any
                  Governmental Authority shall exist which purports by its
                  terms to enjoin or restrain Administrative Agent or any
                  Lender from making the requested Advance, and no Law or
                  request or directive (whether or not having the force of law)
                  from any Governmental Authority with jurisdiction over
                  Administrative Agent or any Lender shall exist which
                  prohibits, or requests that Administrative Agent or any
                  Lender refrain from, the making of loans generally or
                  Administrative Agent or any Lender in particular, or imposes
                  upon Administrative Agent or any Lender with respect to such
                  Advance any restriction or reserve or capital requirement
                  (for which Administrative Agent or any Lender is not
                  otherwise compensable by Borrower hereunder).

                  8.2.4. NO DEFAULT. There shall be no Existing Default and no
                  Default or Event of Default will occur as a result of such
                  Advance being requested or made or the application of the
                  proceeds thereof.

9.   CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. As conditions precedent to
the issuance of any Letter of Credit:

         9.1. LETTER OF CREDIT APPLICATION/REIMBURSEMENT AGREEMENT. Borrower
         shall have executed and delivered to Letter of Credit Issuer a letter
         of credit application(s) and reimbursement agreement(s) each in form
         and substance satisfactory to Letter of Credit Issuer under which
         Borrower further evidences its obligation to reimburse to Letter of
         Credit Issuer on demand the amount of each draw on such Letter of
         Credit as provided in Section 6.4, together with interest from the date
         of the draw at the rate provided in Section 4.1 and (without
         duplication) all reasonable expenses incurred by Letter of Credit
         Issuer in connection with such Letter of Credit. In the event of a
         direct and irreconcilable conflict between the terms of this Agreement
         and the terms of the documents executed by Borrower in connection with
         the issuance of any Letter of Credit (including any UMB LC) including,
         without limitation, any letter of credit application, master letter of
         credit agreement or reimbursement agreement, the terms of this
         Agreement will control.

         9.2. NO PROHIBITIONS. No order, judgment or decree of any Governmental
         Authority shall exist which purports by its terms to enjoin or restrain
         Letter of Credit Issuer or any other Lender from issuing such Letter of
         Credit, and no Law or request or directive (whether or not having the
         force of law) from any Governmental Authority with jurisdiction over
         Letter of Credit Issuer or any other Lender shall exist which
         prohibits, or requests that Letter of Credit Issuer or any other Lender
         refrain from, the issuance of letters of credit generally or such
         Letter of Credit in particular, or imposes upon Letter of Credit Issuer
         or any other Lender with respect to such Letter of Credit any
         restriction or reserve or capital requirement (for which Letter of
         Credit Issuer or any other Lender is not otherwise compensable by
         Borrower hereunder).

         9.3. REPRESENTATIONS AND WARRANTIES. The Representations and Warranties
         are then true, with such exceptions as have been disclosed to
         Lenders in writing by Borrower or such Guarantor from time to time
         and are satisfactory to Lenders, and will be true as of the time of
         the issuance of such Letter of Credit, as if then made with no
         exceptions.

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         9.4. NO DEFAULT. There shall be no Existing Default and no Default or
         Event of Default is reasonably likely to occur as a result of such
         Letter of Credit being issued or a draw thereon being made or paid.

         9.5. OTHER CONDITIONS. All of the conditions to the initial Advances
         in Section 8.1 (except the condition in Section 8.1.4 and Section
         8.1.8) shall have been and shall remain satisfied.

10.   REPRESENTATIONS AND WARRANTIES. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 10, Borrower represents and
warrants to Administrative Agent, Lenders, and Letter of Credit Issuer, on
its behalf and on behalf of each Covered Person, as follows:

         10.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly organized
         and existing in good standing under the Laws of the state of its
         organization, is duly qualified to do business and is in good standing
         in every state where the nature or extent of its business or properties
         require it to be qualified to do business, except where the failure to
         so qualify could not reasonably be expected to have a Material Adverse
         Effect on any Covered Person. Each Covered Person has the power and
         authority to own its properties and carry on its business as now being
         conducted. With respect to each Covered Person, the following
         information is fully, accurately and completely set forth on section
         10.1 of the Disclosure Schedule: (i) the full and exact legal name of
         each Covered Person, (ii) state of organization/formation of such
         Covered Person, (iii) the tax identification number (FEIN or social
         security number, as appropriate) of each Covered Person, and (iv) the
         charter number (if available) of each Covered Person.

         10.2. AUTHORIZATION. Each Covered Person is duly authorized to execute
         and perform every Loan Document to which such Covered Person is a
         party, and Borrower is duly authorized to borrow hereunder, and
         this Agreement and the other Loan Documents have been duly
         authorized by all requisite corporate or membership action (in the
         case of limited liability companies) of each Covered Person. No
         consent, approval or authorization of, or declaration or filing
         with, any Governmental Authority, and no consent of any other
         Person, is required in connection with Borrower's execution,
         delivery or performance of this Agreement and the other Loan
         Documents, except for those already duly obtained.

         10.3. DUE EXECUTION. Every Loan Document to which a Covered Person is
         a party has been executed on behalf of such Covered Person by a
         Person duly authorized to do so.

         10.4. ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to
         which a Covered Person is a party constitutes the legal, valid and
         binding obligation of such Covered Person, enforceable against such
         Covered Person in accordance with its terms, except to the extent
         that the enforceability thereof against such Covered Person may be
         limited by bankruptcy, insolvency, reorganization, moratorium or
         similar Laws affecting creditors' rights generally or by equitable
         principles of general application.

         10.5. BURDENSOME OBLIGATIONS. No Covered Person is a party to or bound
         by any Contract, including, without limitation, any Contract that
         would prohibit the granting of a Security Interest on its assets or
         require that if a Security Interest is granted that it be pari
         passu with any other Person's Security Interest in such assets, or
         is subject to any provision in the Charter Documents of such
         Covered Person which would, if performed by such Covered Person,
         result in a Default or Event of Default either immediately or upon
         the elapsing of time.

         10.6. LEGAL RESTRAINTS. The execution and performance of any Loan
         Document by a Covered Person will not violate or constitute a
         default under the Charter Documents of such Covered

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         Person, any Material Agreement of such Covered Person, or any
         Material Law, and will not, except as expressly contemplated or
         permitted in this Agreement, result in any Security Interest being
         imposed on any of such Covered Person's property.

         10.7. LABOR CONTRACTS AND DISPUTES. There is no pending or, to
         Borrower's knowledge, threatened, strike, work stoppage, unfair labor
         practice claim or other labor dispute against or affecting any Covered
         Person or its employees which has or is reasonably likely to have a
         Material Adverse Effect on any Covered Person.

         10.8. NO MATERIAL PROCEEDINGS. There are no Material Proceedings
         pending or, to the best knowledge of Borrower, threatened, against any
         Covered Person.

         10.9. MATERIAL LICENSES. All Material Licenses have been obtained or
         exist for each Covered Person.

         10.10. COMPLIANCE WITH MATERIAL LAWS. The operations and employee
         compensation practices of every Covered Person comply in all
         material respects with, and are not subject to any judicial or
         administrative complaint, investigation, order or proceeding
         alleging the violation of, any and all applicable Environmental
         Laws which are Material Laws and Employment Laws which are Material
         Laws.

         10.11. PRIOR TRANSACTIONS. From and after the Effective Date, except
         for Permitted Acquisitions, no Covered Person has been a party to any
         merger or consolidation, or acquired all or substantially all of
         the assets of any Person, or acquired any of its property outside
         of the ordinary course of business.

         10.12. SOLVENCY. Borrower is Solvent prior to and after giving effect
         to, the transactions contemplated by the initial Revolving Loan
         Advance on the Effective Date. Borrower is Solvent at the time of each
         request for an Advance and immediately after the funding of each such
         Advance.

         10.13. PROJECTIONS; PRO FORMA BALANCE SHEET. The projections of
         Borrower's year end financial condition, results of operations, and
         cash flow for the periods through the end of the 2005 fiscal year, a
         copy of which have been delivered to Administrative Agent and each
         Lender, represent Borrower's good faith best estimate of Borrower's
         future financial performance for the periods set forth therein (after
         giving effect to the Non-Healthcare Divestiture, the Healthcare
         Divestiture, the repayment of the Existing Indebtedness (including
         prepayment penalties) and the funding of the initial Advance
         hereunder). Such projections have been prepared consistent with GAAP
         on the basis of the assumptions set forth therein, which Borrower
         believes are fair and reasonable in light of current and reasonably
         foreseeable business conditions. The pro forma balance sheet of
         Borrower as of the Effective Date, a copy of which has been provided by
         Borrower to Administrative Agent and each Lender, has been prepared
         consistent with GAAP (except the non year-end Financial Statements do
         not contain footnotes and remain subject to normal year-end
         adjustments) and presents fairly and accurately Borrower's financial
         condition as of the Effective Date as if the transactions contemplated
         by the initial advance had occurred on the Effective Date.

         10.14. FINANCIAL STATEMENTS. The Financial Statements are complete and
         correct in all material respects, have been prepared in accordance
         with GAAP (except the non year-end Financial Statements do not
         contain footnotes and remain subject to normal year end
         adjustments), and fairly reflect the financial condition, results
         of operations and cash flows of the Persons covered

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         thereby as of the dates and for the periods stated therein, subject in
         the case of interim Financial Statements to normal year-end adjustments
         made in accordance with GAAP.

         10.15. NO CHANGE IN CONDITION. Since the date of the Financial
         Statements delivered to Administrative Agent and Lenders as required
         herein, there has been no change which has or is reasonably likely to
         have a Material Adverse Effect on any Covered Person.

         10.16. NO DEFAULTS. No Covered Person has breached or violated or has
         defaulted under any Material Agreement, or has defaulted with respect
         to any Material Obligation of such Covered Person. No Default has
         occurred which is continuing and no Event of Default has occurred.

         10.17. INVESTMENTS. No Covered Person has any Investments in other
         Persons except existing Permitted Investments.

         10.18. INDEBTEDNESS. No Covered Person has any Indebtedness except
         existing Permitted Indebtedness.

         10.19. INDIRECT OBLIGATIONS. No Covered Person has any Indirect
         Obligations except existing Permitted Indirect Obligations.

         10.20. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has
         filed or caused to be filed all tax reports and returns required to be
         filed by it with any Governmental Authority, except where extensions
         have been properly obtained. Each Covered Person has paid or made
         adequate provision for payment of all Taxes of such Covered Person,
         except Taxes which are being diligently contested in good faith by
         appropriate proceedings and as to which such Covered Person has
         established adequate reserves in conformity with GAAP. No Security
         Interest for any such Taxes has been filed and no claims are being
         asserted with respect to any such Taxes which, if adversely determined,
         has or is reasonably likely to have a Material Adverse Effect on such
         Covered Person. There are no material unresolved issues concerning any
         liability of a Covered Person for any Taxes which, if adversely
         determined, will have or is reasonably likely to have a Material
         Adverse Effect on such Covered Person.

         10.21. PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by
         each Covered Person or an ERISA Affiliate of such Covered Person
         qualify under Section 401 of the Code and are in compliance with the
         provisions of ERISA to the extent ERISA is applicable and all other
         Material Laws. Except with respect to events or occurrences which do
         not have and are not reasonably likely to have a Material Adverse
         Effect on any Covered Person, and to the extent ERISA is applicable to
         any such Pension Benefit Plans:

                  10.21.1. PROHIBITED TRANSACTIONS. None of such Pension Benefit
                  Plans has participated in, engaged in or been a party to
                  any non-exempt PROHIBITED TRANSACTION as defined in ERISA
                  or the Code, and no officer, director or employee of such
                  Covered Person or of an ERISA Affiliate of such Covered
                  Person has committed a breach of any of the
                  responsibilities or obligations imposed upon fiduciaries
                  by Title I of ERISA.

                  10.21.2. CLAIMS. There are no claims, pending or threatened,
                  involving any such Pension Benefit Plan by a current or
                  former employee (or beneficiary thereof) of such Covered
                  Person or ERISA Affiliate of such Covered Person, nor is
                  there any reasonable basis to anticipate any claims
                  involving any such Pension Benefit Plan which would likely
                  be successfully maintained against such Covered Person or
                  such ERISA Affiliate.

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                  10.21.3. REPORTING AND DISCLOSURE REQUIREMENTS. There are no
                  violations of any reporting or disclosure requirements
                  with respect to any such Pension Benefit Plan and none of
                  such Pension Benefit Plans has violated any applicable
                  Law, including ERISA and the Code.

                  10.21.4. ACCUMULATED FUNDING DEFICIENCY. No such Pension
                  Benefit Plan has (i) incurred an accumulated funding
                  deficiency (within the meaning of Section 412(a) of the
                  Code), whether or not waived; (ii) been a Pension Benefit
                  Plan with respect to which a Reportable Event (to the extent
                  that the reporting of such events to the PBGC within thirty
                  days of the occurrence has not been waived) has occurred
                  and is continuing; or (iii) been a Pension Benefit Plan with
                  respect to which there exist conditions or events which
                  have occurred that present a significant risk of termination
                  of such Pension Benefit Plan by the PBGC.

                  10.21.5. MULTI-EMPLOYER PLAN. No Covered Person or ERISA
                  Affiliate of such Covered Person has received notice that
                  any such Multi-employer Plan is in reorganization or has been
                  terminated within the meaning of Title IV of ERISA, and no
                  such Multi-employer Plan is reasonably expected to be in
                  reorganization or to be terminated within the meaning of
                  Title IV of ERISA.

         10.22. WELFARE BENEFIT PLANS. No Covered Person or ERISA Affiliate
         of any Covered Person maintains a Welfare Benefit Plan that has a
         liability which, if enforced or collected, has or is reasonably
         likely to have a Material Adverse Effect on any Covered Person.
         Each Covered Person and each ERISA Affiliate of any Covered Person
         has complied in all material respects with the applicable
         requirements of Section 4980B of the Code pertaining to
         continuation coverage as mandated by COBRA.

         10.23. RETIREE BENEFITS. No Covered Person or ERISA Affiliate of such
         Covered Person has an obligation to provide any Person with any
         medical, life insurance, or similar benefit following such Person's
         retirement or termination of employment (or to such Person's
         beneficiary subsequent to such Person's death) which has or is
         reasonably likely to have a Material Adverse Effect on any Covered
         Person.

         10.24. STATE OF PROPERTY. Each Covered Person has good and marketable
         or merchantable title to all real, personal property and intangible
         property purported to be owned by it or reflected in the Initial
         Financial Statements, except for personal property sold in the
         ordinary course of business after the date of the Initial Financial
         Statements, and all such real and personal property is in good
         working order and condition, except for normal wear and tear.
         Borrower owns all intellectual property (including, without
         limitation, patents, trademarks, and copyrights) reasonably
         necessary for the operation of its business.

         10.25. NEGATIVE PLEDGES. No Covered Person is a party to or bound by
         any Contract which prohibits the creation or existence of any Security
         Interest upon or assignment or conveyance of any of its assets.

         10.26. AFFILIATES; SUBSIDIARIES. Borrower has no Subsidiaries, except
         for those Subsidiaries listed in section 10.26 of the Disclosure
         Schedule, which may be updated by Borrower from time to time
         without the consent of Required Lenders so long as any such new
         Subsidiaries executes a joinder agreement to the Guaranty if
         required by the Administrative Agent in its reasonable discretion.

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         10.27. MARGIN STOCK. No Covered Person is engaged or will engage,
         principally or as one of its important activities, in the business
         of extending credit for the purpose of PURCHASING or CARRYING
         MARGIN STOCK (within the meaning of Regulation U), and no part of
         the proceeds of any Advance will be used to purchase or carry any
         such margin stock or to extend credit to others for the purpose of
         purchasing or carrying any such margin stock or for any purpose
         which violates, or which would be inconsistent with, the provisions
         of Regulation U. None of the transactions contemplated by this
         Agreement, any of the other Loan Documents, or any of the
         Acquisition Documents will violate Regulations T, U or X of the
         FRB.

         10.28. SECURITIES MATTERS. No proceeds of any Advance will be used to
         acquire any security in any transaction which is subject to
         Sections 13 and 14 of the Securities Exchange Act of 1934.

         10.29. INVESTMENT COMPANY ACT, ETC. No Covered Person is an INVESTMENT
         COMPANY registered or required to be registered under the
         Investment Company Act of 1940, or a company CONTROLLED (within the
         meaning of such Investment Company Act) by such an INVESTMENT
         COMPANY or an AFFILIATED PERSON of, or PROMOTER or PRINCIPAL
         UNDERWRITER for, an INVESTMENT COMPANY, as such terms are defined
         in the Investment Company Act of 1940. No Covered Person is subject
         to regulation under the Public Utility Holding Company Act of 1935,
         the Federal Power Act, the Interstate Commerce Act or any other Law
         limiting or regulating its ability to incur Indebtedness for money
         borrowed.

         10.30. NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan
         Documents, any of the Financial Statements nor any statement, list,
         certificate or other information furnished or to be furnished by
         Borrower or any other Covered Person to Administrative Agent or Lenders
         in connection with the Loan Documents or any of the transactions
         contemplated thereby contains any untrue statement of a material fact,
         or omits to state a material fact necessary to make the statements
         therein not misleading. Borrower has disclosed to Administrative Agent
         and Lenders everything regarding the business, operations, property,
         financial condition, or business prospects or itself and every Covered
         Person that has or is reasonably likely to have a Material Adverse
         Effect on any Covered Person.

         10.31. FILINGS. All registration statements, reports, proxy statements
         and other documents, if any, required to be filed by any Covered Person
         with the Securities and Exchange Commission pursuant to the Securities
         Act of 1933, and the Securities Exchange Act of 1934, have been filed,
         and such filings are complete and accurate in all material respects and
         contain no untrue statements of material fact or omit to state any
         material facts required to be stated therein or necessary in order to
         make the statements therein not misleading.

11.   MODIFICATION AND SURVIVAL OF REPRESENTATIONS. Except as specifically
noted herein, Borrower may at any time after the initial Advances are made
propose to Lenders in writing to modify the representations and warranties
in Section 10, the representations and warranties in any other Loan Document
and any other representation or warranty made in any certificate, report,
opinion or other document delivered by Borrower pursuant to the Loan
Documents. If the proposed modifications are satisfactory to Required
Lenders as evidenced by their written assent thereto, then such
representations and warranties shall be deemed and treated as so modified,
but only as of the date of Borrower's written modification proposal. If such
proposed modifications are not satisfactory to Required Lenders, then such
proposed modifications shall not be deemed or treated as modifying such
representations and warranties. All such representations and warranties, as
made or deemed made as of a particular time, shall survive execution of each
of the Loan Documents and the making of every Advance, and may be relied
upon by Administrative Agent and Lenders as being true and correct as of
the date when made or deemed made

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until all of the Loan Obligations are fully and indefeasibly paid, no
Letters of Credit are outstanding and the Letter of Credit Exposure is
irreversibly zero.

12.   AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, while any of
the Commitments remains in effect and until all of the Loan Obligations are
fully and indefeasibly paid, no Letters of Credit are outstanding and the
Letter of Credit Exposure is irreversibly zero, Borrower shall do, or cause
to be done by each of the other Covered Persons, as applicable, the
following:

         12.1. USE OF PROCEEDS. The proceeds of Revolving Loan Advances and
         Swingline Advances shall be used solely to (i) to pay and retire
         the Existing Indebtedness, (ii) provide for the working capital
         requirements, payment of dividends permitted hereunder and general
         corporate purposes of the Company, and (iii) to finance Permitted
         Acquisitions.

         12.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its
         existence in good standing and shall maintain in good standing its
         right to transact business in those states in which it is now or
         hereafter doing business, except where the failure to so qualify
         will not have and will not be reasonably likely to have a Material
         Adverse Effect on any Covered Person. Each Covered Person shall
         obtain and maintain all Material Licenses for such Covered Person.

         12.3. MAINTENANCE OF PROPERTY AND LEASES. Each Covered Person shall
         maintain in good condition and working order, and repair and
         replace as required, all buildings, equipment, machinery, fixtures
         and other real and personal property owned or leased by it whose
         useful economic life has not elapsed and which is reasonably
         necessary for the ordinary conduct of the business of such Covered
         Person. All of each Covered Person's inventory shall be produced in
         accordance with the Federal Fair Labor Standards Act of 1938 and
         all rules, regulations, and orders thereunder.

         12.4. INSURANCE. Each Covered Person shall at all times keep insured
         or cause to be kept insured, in insurance companies having a rating of
         at least "A-" by Best's Rating Service, all property owned by it of a
         character usually insured by others carrying on businesses similar to
         that of such Covered Person in such manner and to such extent and
         covering such risks as such properties are usually insured subject to
         deductibles and self-insured retention levels consistent with past
         practices. Each Covered Person also shall carry business interruption
         insurance in such amounts, in such manner and to such extent and
         covering such risks as such businesses are usually insured subject to
         deductibles and self-insured retention levels consistent with past
         practices. Each Covered Person shall at all times carry insurance, in
         insurance companies having a rating of at least "A-" by Best's Rating
         Service, against liability on account of damage to persons or property
         (including product liability insurance and insurance required under all
         Laws pertaining to workers' compensation) and covering all other
         liabilities common to such Covered Person's business, in such manner
         and to such extent as such coverage is usually carried by others
         conducting businesses similar to that of such Covered Person subject to
         deductibles and self-insured retention levels consistent with past
         practices. All liability policies of liability insurance maintained
         hereunder shall name Administrative Agent as an additional insured for
         the benefit of Lenders, and such policies of insurance maintained
         hereunder shall contain a clause providing that such policies may not
         be canceled, without 30 days prior written notice to Administrative
         Agent. Borrower shall upon request of Administrative Agent at any time
         furnish to Administrative Agent updated evidence of insurance (in the
         form required as a condition to Administrative Agent's lending
         hereunder) for such insurance. Notwithstanding the foregoing, if the
         Best's Rating Service rating of any insurance carrier(s) of the
         Borrower or any other Covered Person falls below "A-," then such event
         shall not be an Event of Default if, within 270 days of

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         such downgrading, Borrower shall put in place insurance meeting the
         requirements of this Section with replacement insurance carrier(s) with
         a Best's Rating Service rating of at least "A-."

         12.5. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each Covered Person shall
         promptly pay and discharge or cause to be paid and discharged, as and
         when due, any and all income taxes, federal or otherwise, lawfully
         assessed and imposed upon it, and any and all lawful taxes, rates,
         levies, and assessments whatsoever upon its properties and every part
         thereof, or upon the income or profits therefrom and all claims of
         materialmen, mechanics, carriers, warehousemen, landlords and other
         like Persons for labor, materials, supplies, storage or other items or
         services which if unpaid might be or become a Security Interest or
         charge upon any of its property; provided, however, that a Covered
         Person may diligently contest in good faith by appropriate proceedings
         the validity of any such taxes, rates, levies, or assessments, provided
         such Covered Person has established adequate reserves therefor in
         conformity with GAAP on the books of such Covered Person, and no
         Security Interest, other than a Permitted Security Interest, results
         from such non-payment.

         12.6. COMPLIANCE WITH LAWS. Each Covered Person shall comply with all
         Material Laws.

         12.7. TERMINATION OF PENSION BENEFIT PLAN. No Covered Person or ERISA
         Affiliate of such Covered Person shall terminate or amend any
         Pension Benefit Plan maintained by such Covered Person or such
         ERISA Affiliate if such termination or amendment would result in
         any liability to such Covered Person or such ERISA Affiliate under
         ERISA or any increase in current liability for the plan year for
         which such Covered Person or such ERISA Affiliate is required to
         provide security to such Pension Benefit Plan under the Code, which
         such liability could reasonably be expected to have a Material
         Adverse Effect on such Covered Person.

         12.8. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS. Borrower
         shall, promptly upon any Responsible Officer of Borrower obtaining
         knowledge or notice thereof, give notice to Administrative Agent of (i)
         any breach of any of the covenants in Section 12, 13, or 14; (ii) any
         Default or Event of Default; (iii) the commencement of any Material
         Proceeding; and (iv) any loss of or damage to any assets of a Covered
         Person or the commencement of any proceeding for the condemnation or
         other taking of any of the assets of a Covered Person, if insurance
         and/or condemnation proceeds in excess of $1,000,000 are likely to be
         payable as a consequence of such loss, damage or proceeding, or if
         such loss, damage or proceeding has or is reasonably likely to have a
         Material Adverse Effect on such Covered Person. In addition,

                  12.8.1. Borrower shall furnish to Administrative Agent from
                  time to time all information which Administrative Agent
                  reasonably requests with respect to the status of any
                  Material Proceeding.

                  12.8.2. Borrower shall furnish to Administrative Agent from
                  time to time all information which Administrative Agent
                  requests with respect to any Pension Benefit Plan
                  established by a Covered Person or an ERISA Affiliate of
                  any Covered Person.

                  12.8.3. Borrower shall promptly deliver to Administrative
                  Agent notice of any default or event of default, or the
                  occurrence of any event which would with the passage of
                  time, giving of notice or otherwise, constitute a default
                  or event of default with respect to any of the Permitted
                  Indebtedness which is in an amount which exceeds $500,000.

                  12.8.4. Borrower shall promptly deliver notice to
                  Administrative Agent of the assertion by the holder of any
                  capital stock, membership interest, or any other equity
                  interest in a

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                  Covered Person or any Indebtedness of a Covered Person
                  in the outstanding principal amount in excess of $500,000
                  that a default exists with respect thereto or that
                  such Covered Person is not in compliance with the terms
                  thereof, or of the threat or commencement by such holder
                  of any enforcement action because of such asserted default
                  or noncompliance (including any general shareholder
                  suits).

                  12.8.5. Borrower shall, promptly after becoming aware thereof,
                  deliver notice to Administrative Agent of any pending or
                  threatened strike, work stoppage, unfair labor practice
                  claim or other labor dispute affecting a Covered Person
                  which has or is reasonably likely to have a Material
                  Adverse Effect on any Covered Person.

                  12.8.6. Borrower shall promptly deliver notice to
                  Administrative Agent of any change in the name, state of
                  organization, or form of organization of any Covered Person.

                  12.8.7. Borrower shall, promptly after becoming aware thereof,
                  deliver notice to Administrative Agent of any event that
                  has or is reasonably likely to have a Material Adverse
                  Effect on any Covered Person.

                  12.8.8. Borrower shall, promptly after becoming aware thereof,
                  deliver notice to Administrative Agent of an actual or
                  alleged violation of any Material Law applicable to a
                  Covered Person or the property of a Covered Person.

                  12.8.9. Borrower shall notify Administrative Agent promptly
                  in writing of any fact or condition of which Borrower is
                  aware which materially and adversely affects the value of
                  its assets taken as a whole.

         12.9. BORROWING OFFICER. Borrower shall keep on file with
         Administrative Agent at all times an appropriate instrument naming each
         Borrowing Officer.

         12.10. ACCOUNTING SYSTEM; TRACING OF PROCEEDS. Each Covered Person
         shall maintain a system of accounting established and administered in
         accordance with GAAP. Each Covered Person shall maintain detailed and
         accurate records of all transfers of any proceeds of the Loans from
         Borrower to such Covered Person. Borrower shall maintain detailed and
         accurate records of proceeds of the Loans and transfers of proceeds of
         the Loans (i) received by it from the Lenders, (ii) transferred from it
         to any other Covered Person, and (iii) received by it from another
         Covered Person. Borrower agrees that (a) the business operations of
         Borrower and each Covered Person are interrelated and complement one
         another, and such entities have a common business purpose and common
         management, and (b) the proceeds of Advances hereunder will benefit
         Borrower and each Covered Person, severally and jointly, regardless of
         which Borrower requests or receives part or all of any Advance.

         12.11. FINANCIAL STATEMENTS. Borrower shall deliver to Administrative
         Agent for each Lender:

                  12.11.1. ANNUAL FINANCIAL STATEMENTS. Within 95 days after
                  the close of each fiscal year of Borrower, year-end
                  consolidated financial statements of Borrower and its
                  Subsidiaries, containing a balance sheet, income
                  statement, statement of cash flows and an audit report
                  without qualification by an independent certified public
                  accounting firm selected by Borrower and satisfactory to
                  Administrative Agent, and accompanied by (i) a Compliance
                  Certificate of the Chief Financial Officer or Treasurer of
                  Borrower, (ii) the management letter and report on
                  internal controls delivered by such independent certified
                  public accounting firm in connection with their audit, if
                  any, and (iii) if requested by

                                     27


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                  Administrative Agent, any summary prepared by such independent
                  certified public accounting firm of the adjustments proposed
                  by the members of its audit team.

                  12.11.2. QUARTERLY FINANCIAL STATEMENTS. Within 50 days after
                  the end of each fiscal quarter, unaudited consolidated
                  financial statements of Borrower for each of the fiscal
                  quarters not covered by the latest year-end financial
                  statements, in each case containing a balance sheet,
                  income statement, and statement of cash flows; and in
                  connection with the delivery of such Financial Statements
                  at the end of each fiscal quarter, a Compliance
                  Certificate of the Chief Financial Officer or Treasurer of
                  Borrower.

                  Each Compliance Certificate shall be in the form of
                  Exhibit 12.11, shall contain detailed calculations of the
                  financial measurements referred to in Section 14 for the
                  relevant periods, and shall contain statements by the
                  signing officer to the effect that, except as explained in
                  reasonable detail in such Compliance Certificate, (i) the
                  attached Financial Statements are complete and correct in
                  all material respects (subject, in the case of Financial
                  Statements other than annual, to normal year-end audit
                  adjustments) and have been prepared in accordance with
                  GAAP applied consistently throughout the periods covered
                  thereby and with prior periods (except as disclosed
                  therein) (ii) all of the Representations and Warranties
                  are true and correct as of the date such certification is
                  given as if made on such date, and (iii) there is no
                  Existing Default. If any Compliance Certificate delivered
                  to Administrative Agent discloses that a representation or
                  warranty is not true and correct, or that there is an
                  Existing Default that has not been waived in writing by
                  Required Lenders, such Compliance Certificate shall state
                  what action Borrower has taken or proposes to take with
                  respect thereto.

                  12.11.3. STATEMENT OF EXISTING REIMBURSEMENT OBLIGATIONS.
                  Within 50 days after the end of each fiscal quarter, an
                  updated Exhibit 12.11.3 detailing the information required
                  thereon with respect to the Existing Reimbursement
                  Obligations.

         12.12. OTHER FINANCIAL INFORMATION. Borrower shall also deliver the
         following to Administrative Agent:

                  12.12.1. STOCKHOLDER REPORTS. Upon the reasonable request of
                  Administrative Agent, copies of any proxy statements,
                  financial statements and reports which Borrower makes
                  available to its stockholders, members or partners.

                  12.12.2. PENSION BENEFIT PLAN REPORTS. Promptly upon the
                  reasonable request of Administrative Agent at any time or
                  from time to time, a copy of each annual report or other
                  filing or notice filed with respect to each Pension Benefit
                  Plan of a Covered Person or an ERISA Affiliate of a Covered
                  Person.

                  12.12.3. TAX RETURNS. Promptly upon the reasonable request of
                  Administrative Agent at any time or from time to time, a
                  copy of each federal, state, or local tax return or report
                  filed by Borrower.

         12.13. ANNUAL PROJECTIONS. Within 60 days after the first day of each
         fiscal year of Borrower, projected balance sheets, statements of
         income and expense, and statements of cash flows for Borrower and
         every other Covered Person as of the end of and for each fiscal
         quarter of such fiscal year and on an annual basis for the next two
         succeeding fiscal years, in such detail as Administrative Agent may
         reasonably require.

                                     28


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<PAGE>

         12.14. OTHER INFORMATION. Promptly upon the reasonable request of
         Administrative Agent, Borrower shall promptly deliver to
         Administrative Agent such other information about the business,
         operations, revenues, financial condition, property, or business
         prospects of Borrower and every other Covered Person as
         Administrative Agent may, from time to time, reasonably request.

         12.15. ACCESS TO OFFICERS AND AUDITORS. Each Covered Person shall,
         within five Business Days of a request from a Lender or Administrative
         Agent, permit any Lender and Administrative Agent and each of their
         representatives and agents to discuss the business, operations,
         revenues, financial condition, property, or business prospects of such
         Covered Person with its officers, employees, accountants and
         independent auditors as often as Administrative Agent may request in
         its reasonable discretion, and such Covered Person shall direct such
         officers, employees, accountants and independent auditors to cooperate
         with Administrative Agent, Lenders, and their representatives and
         agents, and make full disclosure to Administrative Agent, Lenders, and
         their representatives and agents, of those matters that they may deem
         relevant to the continuing ability of Borrower timely to pay and
         perform the Loan Obligations.

         12.16. ACQUISITION DOCUMENTS. Borrower shall fully perform all of its
         material obligations under all Acquisition Documents, and shall
         enforce all of its rights and remedies thereunder as it deems
         appropriate in its reasonable business judgment; provided, however,
         that Borrower shall not take any action or fail to take any action
         which would result in a waiver or other loss of any material right
         or remedy of Borrower thereunder.

         12.17. FURTHER ASSURANCES. Borrower shall execute and deliver, or cause
         to be executed and delivered, to Administrative Agent such documents
         and agreements, and shall take or cause to be taken such actions, as
         Administrative Agent may from time to time reasonably request to carry
         out the terms and conditions of this Agreement and the other Loan
         Documents.

         12.18. COVERED PERSONS. Borrower shall cause each other Covered Person
         to comply with each of the terms and provisions of this Agreement and
         the other Loan Documents, and Borrower acknowledges and agrees that
         failure of Borrower or any Covered Persons to comply with the terms of
         this Agreement and the other Loan Documents, shall be a Default
         hereunder and thereunder.

         12.19. GUARANTEES. Upon the request of the Administrative Agent or the
         Required Lenders, Borrower shall cause any Subsidiaries of Borrower to
         execute a Guaranty of all of the Loan Obligations in form and substance
         reasonably satisfactory to Administrative Agent and to provide such
         authorizing resolutions, certificates of incumbency and other corporate
         documents as may be reasonably requested by Administrative Agent in
         connection therewith.

13.   NEGATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remain in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter
of Credit Exposure is zero, Borrower shall not, directly or indirectly, do
any of the following, or permit any Covered Person to do any of the
following:

         13.1. INVESTMENTS. Make any Investments in any other Person except the
         following:

                  13.1.1. Investments in (i) interest-bearing United States
                  government obligations; (ii) certificates of deposit issued
                  by any Lender; (iii) prime commercial paper rated A1 or
                  better by Standard and Poor's Corporation or Prime P1 or
                  better by Moody's Investor Service, Inc.; (iv) agreements
                  involving the sale to a Covered Person of United States

                                     29


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<PAGE>

                  government securities and their guarantied repurchase the
                  next Business Day by a commercial bank chartered under the
                  Laws of the United States or any state thereof which has
                  capital and surplus of not less than $500,000,000, or (v)
                  certificates of deposit issued by and time deposits which do
                  not extend more than 364 days or money market accounts, with
                  any commercial bank chartered under the Laws of the United
                  States or any state thereof which has capital and surplus of
                  not less than $500,000,000.

                  13.1.2. Accounts arising in the ordinary course of business
                  and payable in accordance with Borrower's customary trade
                  terms.

                  13.1.3. Any Investments that are Permitted Acquisitions.

                  13.1.4. Investments existing on the Execution Date and
                  disclosed in section 10.17 of the Disclosure Schedule.

                  13.1.5. Notes received by a Covered Person in settlement of
                  Indebtedness of other Persons to such Covered Person that was
                  incurred in the ordinary course of such Covered Person's
                  business.

                  13.1.6. Investments by any Covered Person in any other
                  Covered Person.

                  13.1.7. Loans to members of Borrower's management to finance
                  the exercise of Approved Options and the payment of income
                  taxes in connection therewith in a net aggregate cash amount
                  not exceeding $250,000.

         13.2. INDEBTEDNESS. Create, incur, assume, or allow to exist any
         Indebtedness of any kind or description, except the following:

                  13.2.1. Indebtedness to trade creditors incurred in the
                  ordinary course of business, to the extent that it is not
                  overdue past the original due date by more than 60 days
                  (unless such Indebtedness is being contested in good faith by
                  such Covered Person and adequate reserves under GAAP have
                  been made).

                  13.2.2. The Loan Obligations.

                  13.2.3. Indebtedness secured by Permitted Security Interests.

                  13.2.4. Indebtedness under Capital Leases up to $7,500,000 in
                  original capitalized cost outstanding at any time in the
                  aggregate.

                  13.2.5. Indebtedness up to $3,000,000 in the aggregate
                  outstanding at any time secured by Security Interests
                  permitted under Section 13.4.5.

                  13.2.6. The Existing Reimbursement Obligations but only until
                  the first annual anniversary of the Effective Date, if and
                  only if the amount of the Existing Reimbursement Obligations
                  does not increase and no new Existing Reimbursement
                  Obligations are created or incurred after the Effective Date.

                  13.2.7. Unsecured Indebtedness up to $3,000,000 in the
                  aggregate principal amount outstanding at any time.

                                     30


<PAGE>
<PAGE>

         13.3. INDIRECT OBLIGATIONS. Create, incur, assume or allow to exist
         any Indirect Obligations except Indirect Obligations existing on the
         Execution Date and disclosed on section 10.19 of the Disclosure
         Schedule and Indirect Obligations of a Covered Person with respect
         to the Permitted Indebtedness of any other Covered Person.

         13.4. SECURITY INTERESTS. Create, incur, assume or allow to exist any
         Security Interest upon all or any part of its property, real or
         personal, now owned or hereafter acquired, except the following:

                  13.4.1. Security Interests for taxes, assessments or
                  governmental charges not delinquent or being diligently
                  contested in good faith and by appropriate proceedings and
                  for which adequate book reserves in accordance with GAAP are
                  maintained.

                  13.4.2. Security Interests arising out of deposits in
                  connection with workers' compensation insurance, unemployment
                  insurance, old age pensions, or other social security or
                  retirement benefits legislation.

                  13.4.3. Deposits or pledges to secure bids, tenders,
                  contracts (other than contracts for the payment of money),
                  leases, statutory obligations, surety and appeal bonds, and
                  other obligations of like nature arising in the ordinary
                  course of business.

                  13.4.4. Security Interests imposed by any Law, such as
                  mechanics', workmen's, materialmen's, landlords', carriers',
                  or other like Security Interests arising in the ordinary
                  course of business which secure payment of obligations which
                  are not past due or which are being diligently contested in
                  good faith by appropriate proceedings and for which adequate
                  reserves in accordance with GAAP are maintained on Borrower's
                  books.

                  13.4.5. Purchase money Security Interests securing payment of
                  the purchase price of capital assets the amount of which
                  otherwise permitted under Section 13.2.5 acquired by Borrower
                  and Covered Persons after the Execution Date in an aggregate
                  principal amount outstanding at any one time that does not
                  exceed $3,000,000, which such Security Interests only secure
                  the assets purchased with the proceeds of such Indebtedness.

                  13.4.6. Security Interests on assets subject to capital
                  leases to the extent permitted by Section 13.2.4.

         At no time shall Borrower or any Covered Person allow to exist on
         or against its assets any financing statements, mortgages or
         similar documents, except as permitted in Section 13.4.5.

         13.5. ACQUISITIONS. Acquire stock, membership interests, or any
         other equity interest in a Person, or acquire all or substantially
         all of the assets of a Person (including without limitation assets
         comprising all or substantially all of an unincorporated business
         unit or division of any Person), except for Permitted
         Acquisitions. Permitted Acquisition means an acquisition of the
         stock, membership interests, or any other equity interest in a
         Person, or the acquisition of some or all or substantially all of
         the assets of a Person (including without limitation assets
         comprising all or substantially all of an unincorporated business
         unit or division of any Person), which satisfies each of the
         following conditions: (i) the Borrower or a Guarantor is the
         Acquiring Company (and if the Covered Person making the
         acquisition is not a party to the Guaranty, it will execute a
         joinder to the Guaranty or execute a new Guaranty, in each case in
         form and substance reasonably acceptable to Administrative Agent),
         (ii) the Borrower or a Guarantor is the Surviving Company, (iii)
         the Target Company is in a substantially similar line of business
         as Borrower or a Guarantor;

                                     31


<PAGE>
<PAGE>

         (iv) except for Permitted Acquisitions (including, without
         limitation, Small Permitted Acquisition) with an aggregate gross
         purchase price of less than $5,000,000 in each Loan Year (to which
         this clause (iv) shall not apply), Target Company has an EBITDA
         (provided, however, that with respect to the purchase of assets of
         less than an entire Target Company, EBITDA will be calculated on a
         proforma basis prepared in good faith based on reasonable
         assumptions) in excess of zero Dollars for the twelve month period
         ended on the last day of the calendar month most recently ended
         prior to the date such acquisition is consummated, (v) there is no
         Existing Default, no Default or Event of Default has occurred and
         is continuing, and no Default or Event of Default will occur or is
         reasonably likely to occur as a result of or due to such
         acquisition (vi) the Maximum Available Amount exceeds the
         Aggregate Revolving Loan by at least $10,000,000 after giving
         effect to such acquisition, (vii) the purchase price (including
         without limitation any deferred purchase price, seller notes,
         assumed Indebtedness, or similar items) together with all expenses
         incurred in connection with such acquisition does not exceed
         $25,000,000 in the aggregate for all Permitted Acquisitions
         (including, without limitation, acquisitions with negative EBITDA
         and Small Permitted Acquisitions) since the Effective Date, (viii)
         simultaneously with the closing of such acquisition, the Target
         Company or the Surviving Company, as the case may be, executes and
         delivers to Administrative Agent, if requested by the
         Administrative Agent, a joinder agreement satisfactory to
         Administrative Agent in which such Target Company or Surviving
         Company becomes a Guarantor under the Guaranty; (ix) prior to the
         closing of such acquisition, a Responsible Officer of Borrower
         delivers to Administrative Agent a certificate on behalf of
         Borrower certifying that such acquisition is a Permitted
         Acquisition; (x) such acquisition is friendly, rather than
         hostile, in nature; and (xi) except for any Permitted Acquisition
         with a gross purchase price of less than $2,000,000 including
         without limitation any deferred purchase price, seller notes,
         assumed Indebtedness, or similar items (a "Small Permitted
         Acquisition"), Borrower has, no less than 15 days prior to making
         such acquisition, prepared and furnished to Administrative Agent
         (and Administrative Agent shall use its reasonable efforts to
         promptly provide such information to each Lender) the proforma
         financial statements described below for the Target Company (if
         such acquisition is structured as a purchase of equity) or the
         Surviving Company (if such acquisition is structured as a purchase
         of assets or a merger), demonstrating to the satisfaction of
         Administrative Agent that the Target Company, all Surviving
         Companies, and Borrower, as the case may be, will be Solvent upon
         consummation of such acquisition and upon the passage of time
         thereafter, and that none of the covenants in Section 14 will be
         violated as a consequence of such acquisition or with the passage
         of time thereafter, and Borrower has also provided to
         Administrative Agent, no less than 15 days prior to making such
         acquisition, copies of the audited financial statements (if
         available, or unaudited financial statements if no audited
         financial statements exist) for the Target Company for the three
         fiscal years most recently ended (if available) and for each of
         the completed fiscal quarters in the then current fiscal year. The
         proforma financial statements referred to in clause (xi) shall
         contain consolidated balance sheets, income statements, statements
         of cash flows and such other reports and disclosures of Borrower
         as well as the Target Company (if such Permitted Acquisition is
         structured as a purchase of equity) or the Surviving Company (if
         such Permitted Acquisition is structured as a purchase of assets
         or a merger) and shall cover such forecast periods, as
         Administrative Agent may in its reasonable discretion require.
         Borrower shall provide written notice to Administrative Agent
         promptly after the closing of each Small Permitted Acquisition.

         13.6. DISPOSAL OF PROPERTY. Sell, transfer, exchange, lease, or
         otherwise dispose of any of its assets except (i) sales of
         inventory in the ordinary course of business, (ii) the sale or
         disposition of obsolete or unused assets, and (iii) sales or
         dispositions up to $2,000,000 in the aggregate during the term of
         this Agreement unless the net proceeds therefrom are applied as
         required by Section 6.3.3.1. Transactions permitted by Section
         13.13 are not subject to this Section.

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<PAGE>

         13.7. STOCK DIVIDENDS; DISTRIBUTIONS/REDEMPTIONS.

                  13.7.1. While there is an Existing Default or a Default or
                  Event of Default would reasonably be likely to result from the
                  making of a Stock Dividend, or while there is a reasonable
                  likelihood of a change in control of the Borrower which
                  would not be permitted by this Agreement, directly or
                  indirectly declare or make, or incur any liability to
                  make, any Stock Dividend to any Person, other than from
                  one Covered Person to another.

                  13.7.2. While there is an Existing Default or a Default or
                  Event of Default would reasonably be likely to result from
                  the making of a Redemption/Distribution, directly or
                  indirectly declare or make, or incur any liability to
                  make, any Redemption/Distribution; provided, however, any
                  such Redemption/Distribution may be consummated up to
                  $1,000,000 in the aggregate during the term of this
                  Agreement, if there is no Existing Default and no Default
                  or Event of Default would reasonably be likely to result
                  from the consummation of any such Redemption/Distribution.

                  13.7.3. For purposes of this Section, a Stock Dividend means
                  any cash dividend or payment to shareholders. For purposes
                  of this Section, a Redemption/Distribution means and
                  includes, with respect to a Covered Person, (i) any
                  acquisition or redemption of any outstanding stock,
                  membership interests or other equity interest, (ii) any
                  retirement or prepayment of debt securities before their
                  regularly scheduled maturity dates, and (iii) any loan or
                  advance to a shareholder or partner (other than loans made
                  to assist in the exercise of Approved Options).

         13.8. CHANGE OF CONTROL. (A) With respect to (i) Borrower, merge
         or consolidate with or into another Person, except in connection
         with a Permitted Acquisition, the Borrower may merge with a Target
         Company so long as it is the Surviving Company, and (ii) with
         respect to any other Covered Person (other than Borrower, which is
         addressed in clause (i)), merge or consolidate with or into
         another Person except another Covered Person, and except in
         connection with a Permitted Acquisition, a Covered Person (other
         than Borrower, which is addressed in clause (i)) may merge with a
         Target Company so long as it is the Surviving Company and either
         is or becomes a Guarantor; or (B) with respect to Borrower (i)
         permit any Person or Group to become the record or beneficial
         owner, directly or indirectly, on a fully diluted basis, of
         securities representing 25% or more of the voting power of
         Borrower's then outstanding securities having the power to vote or
         25% or more of Borrower's then outstanding capital stock, or to
         acquire the power to elect a majority of the Board of Directors of
         Borrower, or (ii) permit any Person or Group other than Borrower
         to own, directly or indirectly, any capital stock of Borrower's
         Subsidiaries (except, with regards to foreign Subsidiaries,
         director/officer qualifying shares).

         13.9. AMENDMENT TO CHARTER DOCUMENTS. Change its state of
         incorporation or formation or otherwise amend, modify, supplement,
         restate, replace, or change any of its Charter Documents, except
         to the extent such change could not reasonably be expected to
         adversely effect Administrative Agent or any Lender.

         13.10. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in the
         capital structure of any Covered Person which has or is reasonably
         likely to have a Material Adverse Effect on any Covered Person; or
         issue or create any stock, membership interest, or other equity
         interest (or class or series thereof, or non-equity interest that
         is convertible into stock, membership interests or other equity
         interest (or class or series thereof), in any Covered Person,
         except stock, membership interests, or other equity interests (or
         class or series thereof) that are subordinated in right of payment
         to all the Loan Obligations in a manner satisfactory to
         Administrative Agent.

                                     33


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<PAGE>

         13.11. CHANGE OF BUSINESS. Engage in any business other than
         substantially as conducted on the Effective Date.

         13.12. CONFLICTING AGREEMENTS. Enter into any agreement, that would,
         if fully complied with by it, result in a Default or Event of Default
         either immediately or upon the elapsing of time.

         13.13. SALE AND LEASEBACK TRANSACTIONS. Except for transactions up to
         $5,000,000 in the aggregate during the term hereof, enter into any
         agreement or arrangement with any Person providing for any Covered
         Person to lease or rent property that Borrower has or will sell or
         otherwise transfer to such Person.

         13.14. FISCAL YEAR. Change its fiscal year.

         13.15. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON.
         Enter into any transaction which has or is reasonably likely to
         have a Material Adverse Effect on any Covered Person; or enter into
         any transaction, or take or contemplate taking any other action, or
         omit or contemplate omitting to take any action, which any
         Responsible Officer knows, or reasonably should know is likely to
         cause a Default or Event of Default hereunder.

         13.16. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to
         any transaction or arrangement, including the purchase, sale or
         exchange of property of any kind or the rendering of any service,
         with any Affiliate (other than a Covered Person), or make any
         loans or advances to any Affiliate (other than to a Covered Person
         and otherwise permitted hereunder), except that each Covered
         Person may engage in the such transactions in the ordinary course
         of business and pursuant to the reasonable requirements of its
         business and on fair and reasonable terms substantially as
         favorable to it as those which it could obtain in a comparable
         arm's-length transaction with a non-Affiliate. No Covered Person
         may pay any management or other similar fees to any Affiliate that
         is not a Covered Person.

14.   FINANCIAL COVENANTS.

         14.1. SPECIAL DEFINITIONS. As used in this Section 14 and elsewhere
         herein, the following capitalized terms have the following
         meanings:

         EBITDA means, with respect to any fiscal period of Borrower, the
         consolidated Net Income of the Borrower and its Subsidiaries for
         such fiscal period, as determined in accordance with GAAP and
         reported on the Financial Statements for such period, plus
                                                               ----
         (i) without duplication, the sum of (A) Interest Expense in such
         period, (B) income tax expense accrued for in such period,
         (C) amortization of goodwill and other intangible assets and
         depreciation expense taken or accrued for in such period, (D) any
         extraordinary non-cash loss in such period whether incurred or
         accrued for, (E) any prepayment penalty with respect to the
         Existing Indebtedness, and (F) any losses from discontinued
         operations, minus (ii) the sum of, without duplication, (A) any
                     -----
         extraordinary income/gain in such period whether incurred or
         accrued for, and (B) any income from discontinued operations.

         EBITDAR means, with respect to any fiscal period of Borrower, the
         consolidated Net Income of the Borrower and its Subsidiaries for
         such fiscal period, as determined in accordance with GAAP and
         reported on the Financial Statements for such period, plus
                                                               ----
         (i) without duplication, the sum of (A) Interest Expense in such
         period, (B) income tax expense accrued for in such period,
         (C) amortization of goodwill and other intangible assets and
         depreciation expense taken or accrued

                                     34


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<PAGE>

         for in such period, without duplication, (D) any extraordinary
         non-cash loss in such period whether incurred or accrued for, (E)
         rental expense, (F) any prepayment penalty with respect to the
         Existing Indebtedness, and (G) any losses from discontinued
         operations, minus (ii) the sum of, without duplication, (A) any
                     -----
         extraordinary income/gain in such period whether incurred or
         accrued for, and (B) any income from discontinued operations.

         Fixed Charges means, for any period of calculation, the sum of (i)
         Interest Expense, (ii) the sum of all scheduled principal payments
         on long term Indebtedness of Borrower (including other
         interest-bearing Indebtedness), (iii) federal, state and local
         income taxes paid, (iv) Stock Dividends and Redemptions/Distributions
         paid or accrued for, without duplication, (v) rental expense, and
         (vi) $2,000,000 per fiscal quarter, which represents a pre-agreed
         to amount of maintenance capital expenditures.

         Interest Expense means for any period of calculation, all interest,
         whether paid in cash or accrued as a liability, but without
         duplication, on Indebtedness of Borrower during such period.

         Funded Indebtedness means the outstanding principal balance of the
         Loan Obligations, other Indebtedness for borrowed money, and the
         initial capitalized cost of assets subject to Capital Leases at the
         time of calculation.

         Upon completion of a Permitted Acquisition (except for Small
         Permitted Acquisitions), the Target shall be included in each of
         these covenants contained in this Section 14 on a pro-forma basis,
         including for periods prior to the completion of any such Permitted
         Acquisition.

         All other capitalized terms used in this Section 14 shall have
         their meanings and shall be determined under GAAP. All of the
         financial covenants contained in this Section 14 shall be
         calculated on a consolidated basis for the Borrower and all of its
         Subsidiaries.

         14.2. MINIMUM FIXED CHARGE COVERAGE. Borrower shall cause the ratio
         of EBITDAR for the most recently ended four fiscal quarters to Fixed
         Charges for the most recently ended four fiscal quarters, for the
         fiscal quarters ended on the dates specified below, calculated as
         of the last day of each such fiscal quarter, to not be less than
         the ratio specified for such period:

<TABLE>
<CAPTION>
         ==========================================================================================
         FOUR FISCAL QUARTER PERIOD ENDED ON OR
         MOST RECENTLY BEFORE THE FOLLOWING DATES:             MINIMUM FIXED CHARGE COVERAGE RATIO
         ------------------------------------------------------------------------------------------
<S>                                                            <C>
         October 31, 2002 and January 31, 2003                 1.15:1.00
         ------------------------------------------------------------------------------------------
         April 30, 2003, July 31, 2003, and each October 31,   1.20:1.00
         January 31, April 30 and July 31 thereafter
         ==========================================================================================
</TABLE>

         Notwithstanding the foregoing, for the fiscal quarter ended on or
         most recently before October 31, 2002, EBITDAR and Fixed Charges
         shall be calculated for only that fiscal quarter, and the next
         succeeding three fiscal quarters, shall be cumulative from the
         fiscal quarter ended on or most recently before October 31, 2002.
         Thereafter, the calculation required by this Section 14.2 shall be
         on a rolling four fiscal quarters basis.

         14.3. MAXIMUM RATIO OF FUNDED INDEBTEDNESS TO EBITDA. Borrower shall
         cause the ratio of Funded Indebtedness to EBITDA for the most
         recently ended four fiscal quarters, for the fiscal quarters ended
         on the dates specified below, calculated as of the last day of each
         such fiscal quarter, to not be greater than the ratio specified for
         such period:

                                     35


<PAGE>
<PAGE>

<TABLE>
<CAPTION>
         ==========================================================================================
         FOUR FISCAL QUARTER PERIOD ENDED ON OR               MAXIMUM RATIO OF FUNDED INDEBTEDNESS
         MOST RECENTLY BEFORE THE FOLLOWING DATES:            TO EBITDA
         ------------------------------------------------------------------------------------------
<S>                                                           <C>
         July 31, 2002, October 31, 2002, January 31, 2003,   2.25:1.00
         April 30, 2003, July 31, 2003, October 31, 2003,
         January 31, 2004, and April 30, 2004
         ------------------------------------------------------------------------------------------
         July 31, 2004, October 31, 2004, January 31, 2005,   2.00:1.00
         April 30, 2005, and the last day of each July,
         October, January and April thereafter
         ==========================================================================================
</TABLE>

         14.4. MINIMUM NET WORTH. For each completed fiscal quarter of Borrower
         beginning with the fiscal quarter ended on or most recently before
         July 31, 2002, Borrower's Net Worth as of the last day of each
         fiscal quarter shall not be less than (i) $112,600,000 plus (ii) an
         aggregate amount equal to 50% of quarterly Net Income, beginning
         with the fiscal quarter ended on or most recently before July 31,
         2002 (but only if a positive number, and with no reduction for
         losses).

15.   DEFAULT.

         15.1. EVENTS OF DEFAULT. Any one or more of the following shall
         constitute an event of default (an Event of Default) under this
         Agreement:

                  15.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST. Failure of
                  Borrower to pay any principal of the Loans or interest accrued
                  thereon when due, or failure of Borrower to pay any of the
                  other Loan Obligations on or within three (3) days of
                  becoming due.

                  15.1.2. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure
                  of any Covered Person (i) to make any payment due on
                  Indebtedness for borrowed money of such Covered Person
                  over $500,000 to Persons (other than Lenders under the
                  Loan Documents), or to make any payment due on any Capital
                  Lease where the original capitalized cost of the property
                  subject to any such Capital Lease was over $500,000, which
                  in either case continues unwaived beyond any applicable
                  grace period specified in the documents evidencing such
                  Indebtedness, or (ii) to pay any other Indebtedness (other
                  than Indebtedness described in clause (i)) over $500,000
                  in the aggregate if the holder of such Indebtedness
                  commences any legal action against such Covered Person;
                  provided, however, that the foregoing Events of Default
                  alone described in clauses (i) and (ii) shall not
                  constitute an Event of Default to the extent such
                  Indebtedness is being contested in good faith by such
                  Covered Person and such Covered Person makes adequate
                  reserves therefor under GAAP.

                  15.1.3. REPRESENTATIONS OR WARRANTIES. Any of the
                  Representations and Warranties is discovered to have been
                  false in any material respect when made.

                  15.1.4. CERTAIN COVENANTS. Failure of any Covered Person to
                  comply with the covenants in Sections 12.1, 12.4, 12.11,
                  12.15, 13, or 14.

                  15.1.5. OTHER COVENANTS. Failure of any Covered Person to
                  comply with of any of the terms or provisions of the Agreement
                  or any of the other Loan Documents applicable to it (other
                  than a failure which constitutes an immediate Event of
                  Default hereunder, or for

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                  which some other grace period is specified in any other
                  Section of this 15.1) which is not remedied or waived in
                  writing by Administrative Agent within 20 days after the
                  initial occurrence of such failure.

                  15.1.6. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation
                  (other than a Loan Obligation) of a Covered Person for the
                  repayment of $500,000 or more of borrowed money becomes or
                  is declared to be due and payable or required to be
                  prepaid (other than by an originally scheduled prepayment)
                  prior to the original maturity thereof.

                  15.1.7. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any
                  default or event of default under any agreement to which a
                  Covered Person is a party (other than the Loan Documents),
                  which default or event of default continues unwaived beyond
                  any applicable grace period provided therein and has or is
                  reasonably likely to have a Material Adverse Effect.

                  15.1.8. BANKRUPTCY; INSOLVENCY; ETC. A Covered Person (i)
                  fails to pay, or admits in writing its inability to pay,
                  its debts generally as they become due, or otherwise becomes
                  insolvent (however evidenced); (ii) makes an assignment
                  for the benefit of creditors; (iii) files a petition in
                  bankruptcy, is adjudicated insolvent or bankrupt,
                  petitions or applies to any tribunal for any receiver or
                  any trustee of such Covered Person or any substantial part
                  of its property; (iv) commences any proceeding relating to
                  such Covered Person under any reorganization, arrangement,
                  readjustment of debt, dissolution or liquidation Law of
                  any jurisdiction, whether now or hereafter in effect; (v)
                  has commenced against it any such proceeding which remains
                  undismissed for a period of 60 days, or by any act
                  indicates its consent to, approval of, or acquiescence in
                  any such proceeding or the appointment of any receiver of
                  or any trustee for it or of any substantial part of its
                  property, or allows any such receivership or trusteeship
                  to continue undischarged for a period of 60 days; or (vi)
                  takes any action to authorize any of the foregoing.

                  15.1.9. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC. Any one or
                  more judgments or orders is entered against a Covered Person
                  or any attachment or other levy is made against the property
                  of a Covered Person with respect to a claim or claims
                  involving in the aggregate liabilities (not paid or fully
                  covered by insurance, less the amount of reasonable
                  deductibles in effect on the Execution Date) in excess of
                  $500,000 and such judgment or order becomes final and
                  non-appealable or if timely appealed is not fully bonded
                  and collection thereof stayed pending the appeal.

                  15.1.10. PENSION BENEFIT PLAN TERMINATION, ETC. Any Pension
                  Benefit Plan termination by the PBGC or the appointment by
                  the appropriate United States District Court of a trustee to
                  administer any Pension Benefit Plan or to liquidate any
                  Pension Benefit Plan; or any event which constitutes
                  grounds either for the termination of any Pension Benefit
                  Plan by PBGC or for the appointment by the appropriate
                  United States District Court of a trustee to administer or
                  liquidate any Pension Benefit Plan shall have occurred and
                  be continuing for thirty (30) days after Borrower has
                  notice of any such event; or any voluntary termination of
                  any Pension Benefit Plan which is a DEFINED BENEFIT
                  PENSION PLAN as defined in Section 3(35) of ERISA while
                  such defined benefit pension plan has an ACCUMULATED
                  FUNDING DEFICIENCY, unless Administrative Agent has been
                  notified of such intent to voluntarily terminate such plan
                  and Required Lenders have given their consent and agreed
                  that such event shall not constitute a Default; or the
                  plan administrator of any Pension Benefit Plan applies
                  under Section 412(d) of the Code for a waiver of the
                  minimum funding standards of Section 412(1) of the Code
                  and Required

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<PAGE>

                  Lenders determine that the substantial business hardship
                  upon which the application for such waiver is based could
                  subject any Covered Person or ERISA Affiliate of any Covered
                  Person to a liability in excess of $500,000 which is not
                  reserved for in accordance with GAAP.

                  15.1.11. LIQUIDATION OR DISSOLUTION. A Covered Person files a
                  certificate of dissolution under applicable state Law or
                  is liquidated or dissolved or suspends or terminates the
                  operation of its business, or has commenced against it any
                  action or proceeding for its liquidation or dissolution or
                  the winding up of its business, or takes any corporate
                  action in furtherance thereof, except in connection with
                  the consolidation of such a Covered Person and its assets
                  with another Covered Person and its assets.

                  15.1.12. SEIZURE OF ASSETS. All or any material part
                  of the property of any Covered Person is nationalized,
                  expropriated, seized or otherwise appropriated, or custody
                  or control of such property or of any Covered Person shall
                  be assumed by any Governmental Authority or any court of
                  competent jurisdiction at the instance of any Governmental
                  Authority, unless the same is being contested in good
                  faith by proper proceedings diligently pursued and a stay
                  of enforcement is in effect.

                  15.1.13. RACKETEERING PROCEEDING. There is filed against any
                  Covered Person any civil or criminal action, suit or
                  proceeding under any federal or state racketeering statute
                  (including, without limitation, the Racketeer Influenced
                  and Corrupt Organization Act of 1970), which action, suit
                  or proceeding is not dismissed within 60 days and could
                  result in the confiscation or forfeiture of any material
                  portion of its assets.

                  15.1.14. LOSS TO ASSETS. Any loss, theft, damage or
                  destruction of any item or items of its assets occurs which
                  either (i) has or is reasonably likely to have a Material
                  Adverse Effect on any other Covered Person or (ii) materially
                  and adversely affects the operation of Borrower's business
                  and is not covered by insurance as required herein.

                  15.1.15. GUARANTY; GUARANTOR. Any Guaranty ceases to be in
                  full force and effect or any action is taken to discontinue
                  or assert the invalidity or unenforceability of any Guaranty
                  or any Guarantor fails to comply with any of the terms or
                  provisions of any Guaranty, or any representation or
                  warranty of any Guarantor therein is false, or any
                  Guarantor denies that it has any further liability under
                  any Guaranty or gives notice to Lender to such effect.

         15.2. CROSS DEFAULT. An Event of Default under this Agreement will
         automatically and immediately constitute a default under all other
         Loan Documents without regard to any requirement therein for the
         giving of notice or the passing of time.

         15.3. RIGHTS AND REMEDIES.

                  15.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default
                  described in Section 15.1.8, the Commitments shall be
                  deemed canceled. Upon any other Event of Default, and at
                  any time thereafter, Required Lenders may cancel the
                  Commitments. Such cancellation may be, in either case,
                  without presentment, demand or notice of any kind, which
                  Borrower expressly waives.

                  15.3.2. ACCELERATION. Upon an Event of Default described in
                  Section 15.1.8, all of the outstanding Loan Obligations
                  shall automatically become immediately due and payable.

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<PAGE>

                  Upon any other Event of Default, and at any time
                  thereafter, Required Lenders may declare all of the
                  outstanding Loan Obligations immediately due and payable.
                  Such acceleration may be, in either case, without
                  presentment, demand or notice of any kind, which Borrower
                  expressly waives.

                  15.3.3. RIGHT OF SETOFF. Upon the occurrence and during the
                  continuation of an Event of Default, each Lender is hereby
                  authorized, without notice to Borrower (any such notice
                  being expressly waived by Borrower), to the fullest extent
                  permitted by law, to set off and apply against the Loan
                  Obligations any and all deposits (general or special, time
                  or demand, provisional or final) at any time held, or any
                  other Indebtedness at any time owing by such Lender (or
                  its Affiliate) to or for the credit or the account of
                  Borrower, irrespective of whether or not such Lender shall
                  have made any demand under this Agreement or the Notes or
                  any Guaranty and although such Loan Obligations may be
                  unmatured. The rights of each Lender under this Section
                  are in addition to other rights and remedies (including,
                  without limitation, other rights of setoff) which such
                  Lender may otherwise have. All amounts received by each
                  Lender on account of the Loan Obligations pursuant to this
                  Section shall be paid over promptly to Administrative
                  Agent for distribution to Lenders as provided in this
                  Agreement and shall be applied as provided in this
                  Agreement.

                  15.3.4. RIGHTS GENERALLY. Upon the occurrence and during the
                  continuation of an Event of Default and acceleration of
                  the Loan Obligations as provided herein, and at any time
                  and from time to time thereafter, Administrative Agent and
                  Lenders may exercise any or all of its rights they may
                  have under the Loan Documents or otherwise available in
                  equity or under any other applicable Law.

                  15.3.5. JOINT AND SEVERAL. Each Obligation and liability to
                  the Letter of Credit Issuer, Administrative Agent and each
                  Lender of Borrower and Guarantors, including, without
                  limitation, the Loan Obligations, are the joint and
                  several obligations of Borrower and Guarantors, and
                  Administrative Agent may proceed directly against
                  Borrower, any Guarantor, all of the foregoing, or any one
                  of the foregoing or any combination of the foregoing,
                  without first proceeding against Borrower, or without
                  joining all Persons liable or potentially liable for any
                  portion of the Loan Obligations in one action.

         15.4. APPLICATION OF FUNDS. Any funds received by Lenders or
         Administrative Agent for the benefit of Lenders with respect to
         any Loan Obligation after its Maturity, shall be applied as
         follows: (i) first, to reimburse Lenders pro-rata for any amounts
         due to Lenders under Section 18.8; (ii) second, to reimburse to
         Administrative Agent all unreimbursed costs and expenses paid or
         incurred by Administrative Agent that are payable or reimbursable
         by Borrower hereunder; (iii) third, to reimburse to Lenders
         pro-rata all unreimbursed costs and expenses paid or incurred by
         Lenders (including costs and expenses incurred by Administrative
         Agent as a Lender that are not reimbursable as provided in the
         preceding clause) that are payable or reimbursable by Borrower
         hereunder; (iv) fourth, to the payment of accrued and unpaid fees
         due hereunder and all other amounts due hereunder (other than the
         Loans and interest accrued thereon); (v) fifth, to the payment of
         the Loans of each of the Lenders and interest accrued thereon
         (which payments shall be pro rata to each of the Lenders in
         accordance with the amount of the Loans outstanding) and to the
         payment (pari passu with the foregoing) of any Rate Hedging
         Obligations and cash collateral to the Letter of Credit Issuer as
         collateral for the Letter of Credit Exposure; and (vi) sixth, to
         the payment of the other Loan Obligations. Any remaining amounts
         shall be applied to payment of all the Obligations to
         Administrative Agent. Any further remaining amounts shall be paid
         to Borrower or such other Persons as shall be legally entitled
         thereto. Except as expressly provided

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<PAGE>

         otherwise herein, Lenders may apply and reverse and reapply,
         payments to the Loan Obligations in such order and manner as
         Lenders determine in their absolute discretion.

16.   ADMINISTRATIVE AGENT AND LENDERS.

         16.1. APPOINTMENT, POWERS, AND IMMUNITIES. LaSalle is hereby
         appointed Administrative Agent hereunder and under each of the
         other Loan Documents. Each Lender hereby irrevocably appoints and
         authorizes Administrative Agent to act as its agent under this
         Agreement and the other Loan Documents with such powers and
         discretion as are specifically delegated to Administrative Agent
         by the terms of this Agreement and the other Loan Documents,
         together with such other powers as are reasonably incidental
         thereto. Administrative Agent (which term as used in this sentence
         and in Section 16.5 and the first sentence of Section 16.6 hereof
         shall include its affiliates and its own and its affiliates'
         officers, directors, employees, and agents): (a) shall not have
         any duties or responsibilities except those expressly set forth in
         this Agreement and shall not be a trustee or fiduciary for any
         Lender; (b) shall not be responsible to the Lenders for any
         recital, statement, representation, or warranty (whether written
         or oral) made in or in connection with any Loan Document or any
         certificate or other document referred to or provided for in, or
         received by any of them under, any Loan Document, or for the
         value, validity, effectiveness, genuineness, enforceability, or
         sufficiency of any Loan Document, or any other document referred
         to or provided for therein or for any failure by any Covered
         Person or any other Person to perform any of its obligations
         thereunder or the validity; (c) shall not be responsible for or
         have any duty to ascertain, inquire into, or verify the
         performance or observance of any covenants or agreements by any
         Covered Person or the satisfaction of any condition or to inspect
         the property (including the books and records) of any Covered
         Person or any of its Subsidiaries or affiliates; (d) shall not be
         required to initiate or conduct any litigation or collection
         proceedings under any Loan Document; and (e) shall not be
         responsible for any action taken or omitted to be taken by it
         under or in connection with any Loan Document, except for its own
         gross negligence or willful misconduct. Administrative Agent may
         employ agents and attorneys-in-fact and shall not be responsible
         for the negligence or misconduct of any such agents or
         attorneys-in-fact selected by it with reasonable care.

         16.2. RELIANCE BY ADMINISTRATIVE AGENT. Administrative Agent shall
         be entitled to rely upon any certification, notice, instrument,
         writing, or other communication (including, without limitation,
         any thereof by telephone or telecopy) believed by it to be genuine
         and correct and to have been signed, sent or made by or on behalf
         of the proper Person or Persons, and upon advice and statements of
         legal counsel (including counsel for any Covered Person),
         independent accountants, and other experts selected by
         Administrative Agent. Administrative Agent may deem and treat the
         payee of any Note as the holder thereof for all purposes hereof
         unless and until Administrative Agent receives and accepts an
         Assignment and Acceptance executed in accordance with Section 18.4
         hereof. As to any matters not expressly provided for by this
         Agreement, Administrative Agent shall not be required to exercise
         any discretion or take any action, but shall be required to act or
         to refrain from acting (and shall be fully protected in so acting
         or refraining from acting) upon the instructions of the Required
         Lenders, and such instructions shall be binding on all of the
         Lenders; provided, however, that Administrative Agent shall not be
         required to take any action that exposes Administrative Agent to
         personal liability or that is contrary to any Loan Document or
         applicable law or unless it shall first be indemnified to its
         satisfaction by the Lenders against any and all liability and
         expense which may be incurred by it by reason of taking any such
         action.

         16.3. EMPLOYMENT OF AGENTS AND COUNSEL. Administrative Agent may
         execute any of its duties hereunder by or through employees,
         agents, and attorneys-in-fact and shall not be liable to

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<PAGE>

         any Lender, except with respect to money or securities received by it
         or such agents or attorneys-in-fact, for the default or misconduct
         of any such agents or attorneys-in-fact selected by it with
         reasonable care. Administrative Agent shall be entitled to advice
         of counsel concerning all matters pertaining to the agency hereby
         created and its duties hereunder and shall not be liable to any
         Lender for acting or failing to act based as advised by such
         counsel, except where doing so violates an express obligation of
         Administrative Agent under the Loan Documents.

         16.4. DEFAULTS. Administrative Agent shall not be deemed to have
         knowledge or notice of the occurrence of a Default or Event of
         Default unless Administrative Agent has received written notice
         from a Lender or the Borrower specifying such Default or Event of
         Default and stating that such notice is a Notice of Default. In
         the event that Administrative Agent receives such a notice of the
         occurrence of a Default or Event of Default, Administrative Agent
         shall give notice thereof to the Lenders. Administrative Agent
         shall (subject to Section 16.2 hereof) take such action with
         respect to such Default or Event of Default as shall reasonably be
         directed by the Required Lenders, provided that, unless and until
         Administrative Agent shall have received such directions,
         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
         interest of the Lenders.

         16.5. RIGHTS AS LENDER. With respect to its Commitment and the
         Loans made by it, LaSalle (and any successor acting as
         Administrative Agent) in its capacity as a Lender hereunder shall
         have the same rights and powers hereunder as any other Lender and
         may exercise the same as though it were not acting as
         Administrative Agent, and the term Lender or Lenders shall, unless
         the context otherwise indicates, include Administrative Agent in
         its individual capacity. LaSalle (and any successor acting as
         Administrative Agent) and its affiliates may (without having to
         account therefor to any Lender) accept deposits from, lend money
         to, make investments in, provide services to, and generally engage
         in any kind of lending, trust, or other business with any Covered
         Person or any of its Subsidiaries or Affiliates as if it were not
         acting as Administrative Agent, and LaSalle (and any successor
         acting as Administrative Agent) and its Affiliates may accept fees
         and other consideration from any Covered Person or any of its
         Subsidiaries or Affiliates for services in connection with this
         Agreement or otherwise without having to account for the same to
         Lenders. The Lenders acknowledge that, pursuant to such
         activities, Administrative Agent or its Affiliates may receive
         information regarding Borrower or its Affiliates (including
         information that may be subject to confidentiality obligations in
         favor of Borrower or such Affiliates) and acknowledge that
         Administrative Agent shall be under no obligation to provide such
         information to the Lenders.

         16.6. INDEMNIFICATION. Whether or not the transactions
         contemplated hereby are consummated, Lenders agree to reimburse
         and indemnify Administrative Agent upon demand (to the extent not
         reimbursed under Section 18.7, but without limiting the
         obligations of Borrower under Section 18.7) ratably in accordance
         with their respective Commitments, for any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments,
         suits, costs, expenses (including reasonable attorneys' fees), or
         disbursements of any kind and nature whatsoever that may be
         imposed on, incurred by or asserted against Administrative Agent
         (including by any Lender) in any way relating to or arising out of
         any Loan Document or the transactions contemplated thereby or any
         action taken or omitted by Administrative Agent under any Loan
         Document; provided that no Lender shall be liable for any of the
         foregoing to the extent they arise from the gross negligence or
         willful misconduct of the Person to be indemnified. Without
         limitation of the foregoing, each Lender agrees to reimburse
         Administrative Agent promptly upon demand for its ratable share of
         any costs or expenses payable by Borrower under Section 18.7, to
         the extent that Administrative Agent is not promptly reimbursed
         for such costs and expenses by

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         Borrower. The agreements contained in this Section shall survive
         payment in full of the Loans and all other amounts payable under
         this Agreement.

         16.7. NOTIFICATION OF LENDERS. Each Lender agrees to use its good
         faith efforts, upon becoming aware of anything which has or is
         reasonably likely to have a Material Adverse Effect on any Covered
         Person, to promptly notify Administrative Agent thereof.
         Administrative Agent shall promptly deliver to each Lender copies
         of every written notice, demand, report (including any financial
         report), or other writing which Administrative Agent gives to or
         receives from Borrower and which itself (a) constitutes, or which
         contains information about, something that has or is reasonably
         likely to have a Material Adverse Effect on any Covered Person, or
         (b) is otherwise delivered to Administrative Agent by Borrower
         pursuant to the Loan Documents and is deemed material information
         by Administrative Agent in its sole discretion. Administrative
         Agent and its directors, officers, agents, and employees shall
         have no liability to any Lender for failure to deliver any such
         item to such Lender unless the failure constitutes gross
         negligence or willful misconduct.

         16.8. NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender
         acknowledges that Administrative Agent has not made any
         representation or warranty to it, and that no act by the
         Administrative Agent hereafter taken, including any review of the
         affairs of Borrower and its Affiliates, shall be deemed to
         constitute any representation or warranty by Administrative Agent
         to any Lender. Each Lender agrees that it has, independently and
         without reliance on Administrative Agent or any other Lender, and
         based on such documents and information as it has deemed
         appropriate, made its own credit analysis of the Covered Persons
         and their Subsidiaries and decision to enter into this Agreement
         and that it will, independently and without reliance upon
         Administrative 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 analysis and decisions in taking or
         not taking action under the Loan Documents. Except for notices,
         reports, and other documents and information expressly required to
         be furnished to Lenders by Administrative Agent hereunder,
         Administrative Agent shall not have any duty or responsibility to
         provide any Lender with any credit or other information concerning
         the affairs, financial condition, or business of any Covered
         Person or any of its Subsidiaries or Affiliates that may come into
         the possession of Administrative Agent or any of its Affiliates.

         16.9. RESIGNATION. Administrative Agent may resign at any time by
         giving notice thereof to the Lenders and Borrower. Upon any such
         resignation, the Required Lenders shall have the right to appoint
         a successor Administrative Agent which appointment shall be
         subject to the consent (which consent will not be unreasonably
         withheld or delayed) of Borrower so long as there is no Existing
         Default. If no successor Administrative Agent shall have been so
         appointed by the Required Lenders and shall have accepted such
         appointment within thirty (30) days after the retiring
         Administrative Agent's giving of notice of resignation, then the
         retiring Administrative Agent may, on behalf of the Lenders,
         appoint a successor Administrative Agent which shall be a
         commercial bank organized under the laws of the United States of
         America having combined capital and surplus of at least
         $100,000,000. Upon the acceptance of any appointment as
         Administrative Agent hereunder by a successor, such successor
         shall thereupon succeed to and become vested with all the rights,
         powers, discretion, privileges, and duties of the retiring
         Administrative Agent, and the retiring Administrative Agent shall
         be discharged from its duties and obligations hereunder. If no
         successor has accepted appointment as Administrative Agent within
         thirty (30) days after the date on which Administrative Agent
         first attempts to appoint a successor Administrative Agent, the
         resigning Administrative Agent's resignation shall nevertheless
         thereupon become effective and the Lenders shall perform all of
         the duties of the Administrative Agent hereunder until such time,
         if any, as the Required Lenders appoint a

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         successor which accepts such appointment. After any retiring
         Administrative Agent's resignation hereunder as Administrative
         Agent, the provisions of this Section 16.9 shall continue in
         effect for its benefit in respect of any actions taken or omitted
         to be taken by it while it was acting as Administrative Agent.

         16.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE
         AGENT. Except as otherwise provided in this Agreement, all
         payments of interest, fees, principal and other amounts received
         by Administrative Agent for the account of Lenders shall be
         distributed by Administrative Agent to Lenders in accordance with
         their pro-rata shares of the outstanding Loan Obligations at the
         time of such distribution (or entirely to Administrative Agent in
         the case of payments of interest, fees or principal with respect
         to the Swingline Loan) on the same Business Day when received,
         unless received after 12:00 noon (Local Time) in which case they
         shall be so distributed by 12:00 noon (Local Time) on the next
         Business Day. All amounts received by any Lender on account of the
         Loan Obligations, including amounts received by way of setoff,
         shall be paid over promptly to Administrative Agent for
         distribution to Lenders as provided above in this Section. Such
         distributions shall be made according to instructions that each
         Lender may give to Administrative Agent from time to time. Unless
         there is an Existing Default (in which case the Lenders may apply
         payments as they determine in their discretion), payments received
         shall be applied (after application to the Swingline Loan to
         reduce it to zero), first to reduce any Base Rate Loans included
         in the Aggregate Revolving Loan owing to each Lender, and then to
         any Eurodollar Loans included in the Aggregate Revolving Loan
         owing to each Lender.

17.   CHANGE IN CIRCUMSTANCES.

         17.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS.

                  17.1.1. LAW CHANGES OR TAX IMPOSITIONS. If, after the
                  Effective Date, the adoption of any applicable Law or any
                  change in any applicable Law or any change in the
                  interpretation or administration thereof by any Governmental
                  Authority charged with the interpretation or administration
                  thereof, or compliance by any Lender (or its Applicable
                  Lending Office) with any request or directive (whether or not
                  having the force of law) of any such Governmental
                  Authority, central bank, or comparable agency:

                           (i) subjects such Lender (or its Applicable
                           Lending Office) to any Tax with respect to any
                           Eurodollar Loans or its obligation to make
                           Eurodollar Loans, or change the basis of taxation
                           of any amounts payable to such Lender (or its
                           Applicable Lending Office) under this Agreement
                           in respect of any Eurodollar Loans (other than
                           Taxes imposed on the overall net income of such
                           Lender by the jurisdiction in which such Lender
                           has its principal office or such Applicable
                           Lending Office);

                           (ii) imposes, modifies, or deems applicable any
                           reserve, special deposit, assessment or similar
                           requirement (other than the reserve requirement
                           utilized in the determination of the Eurodollar
                           Rate) relating to any extensions of credit or
                           other assets of, or any deposits with or other
                           liabilities or commitments of, such Lender (or
                           its Applicable Lending Office), including the
                           Commitment of such Lender hereunder; or

                           (iii) imposes on such Lender (or its Applicable
                           Lending Office) or on the United States market
                           for certificates of deposit or the London
                           Interbank market
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<PAGE>

                           any other condition affecting this Agreement, its
                           Commitments or its Note or any of such extensions
                           of credit or liabilities or commitments;

                  and the result of any of the foregoing is to increase the
                  cost to such Lender (or its Applicable Lending Office) of
                  making, converting into, continuing, or maintaining any
                  Loans or to reduce any sum received or receivable by such
                  Lender (or its Applicable Lending Office) under this
                  Agreement or any of its Notes with respect to any Loans,
                  then Borrower shall pay to such Lender on demand such
                  amount or amounts as will compensate such Lender for such
                  increased cost or reduction. If any Lender requests
                  compensation by Borrower under this Section 17.1.1,
                  Borrower may, by notice to such Lender (with a copy to
                  Administrative Agent), suspend the obligation of such
                  Lender to make or continue Loans of the type with respect
                  to which such compensation is requested, or to convert
                  Loans of any other type into Loans of such type, until the
                  event or condition giving rise to such request ceases to
                  be in effect (in which case the provisions of Section 17.5
                  shall be applicable); provided, however, that such
                  suspension shall not affect the right of such Lender to
                  receive the compensation so requested.

                  17.1.2. CAPITAL ADEQUACY. If, after the Effective Date, any
                  Lender shall have determined that the adoption of any
                  applicable Law regarding capital adequacy or any change
                  therein or in the interpretation or administration thereof by
                  any governmental authority, central bank, or comparable agency
                  charged with the interpretation or administration thereof,
                  or any request or directive regarding capital adequacy
                  (whether or not having the force of law) of any such
                  governmental authority, central bank, or comparable
                  agency, has or would have the effect of reducing the rate
                  of return on the capital of such Lender or any corporation
                  controlling such Lender as a consequence of such Lender's
                  obligations hereunder to a level below that which such
                  Lender or such corporation could have achieved but for
                  such adoption, change, request, or directive (taking into
                  consideration its policies with respect to capital
                  adequacy), then from time to time upon demand Borrower
                  shall pay to such Lender such additional amount or amounts
                  as will compensate such Lender for such reduction.

                  17.1.3. NOTICE TO BORROWER. Each Lender shall promptly notify
                  Borrower and Administrative Agent of any event of which it
                  has knowledge, occurring after the date hereof, which will
                  entitle such Lender to compensation pursuant to this
                  Section 17.1 and will designate a different Applicable
                  Lending Office if such designation will avoid the need
                  for, or reduce the amount of, such compensation and will
                  not, in the judgment of such Lender, be otherwise
                  disadvantageous to it. Any Lender claiming compensation
                  under this Section 17.1 shall furnish to Borrower and
                  Administrative Agent a statement setting forth the
                  additional amount or amounts to be paid to it hereunder
                  which shall be conclusive in the absence of manifest
                  error. In determining such amount, such Lender may use any
                  reasonable averaging and attribution methods.

         17.2. MARKET FAILURE. If on or prior to the first day of any
         Interest Period for any Eurodollar Loan:

                  (i) Administrative Agent determines (which determination
                  shall be conclusive) that by reason of circumstances
                  affecting the relevant market, adequate and reasonable
                  means do not exist for ascertaining the Eurodollar Rate
                  for such Interest Period; or

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                  (ii) the Required Lenders determine (which determination
                  shall be conclusive) and notify Administrative Agent that
                  the Eurodollar Rate will not adequately and fairly reflect
                  the cost to the Lenders of funding Eurodollar Loans for
                  such Interest Period;

         then Administrative Agent shall give Borrower prompt notice
         thereof, and so long as such condition remains in effect, the
         Lenders shall be under no obligation to make additional Eurodollar
         Loans, continue Eurodollar Loans, or to convert Eurodollar Loans
         and Borrower shall, on the last day(s) of the then current Interest
         Period(s) for the outstanding Eurodollar Loans either prepay such
         Loans or convert such Loans into Base Rate Loans in accordance with
         the terms of this Agreement.

         17.3. ILLEGALITY. Notwithstanding any other provision of this
         Agreement, in the event that it becomes unlawful for any Lender or
         its Applicable Lending Office to make, maintain, or fund Eurodollar
         Loans hereunder, then such Lender shall promptly notify Borrower
         thereof and such Lender's obligation to make, continue Eurodollar
         Loans or convert Base Rate Loans into Eurodollar Loans shall be
         suspended until such time as such Lender may again make, maintain,
         and fund Eurodollar Loans (in which case the provisions of Section
         17.5 shall be applicable).

         17.4. COMPENSATION. Upon the request of any Lender, Borrower shall
         pay to such Lender such amount or amounts as shall be sufficient (in
         the reasonable opinion of such Lender) to compensate it for any loss,
         cost, or expense (including loss of anticipated profits) incurred
         by it as a result of:

                  (i) any payment, prepayment, or conversion of a Eurodollar
                  Loan for any reason (including, without limitation, the
                  acceleration of the Loans pursuant to the terms hereof) on
                  a date other than the last day of the Interest Period for
                  such Eurodollar Loan; or

                  (ii) any failure by Borrower for any reason to borrow,
                  convert, continue, or prepay a Eurodollar Loan on the date
                  for such borrowing, conversion, continuation, or
                  prepayment specified in the relevant notice of borrowing,
                  prepayment, continuation, or conversion under this
                  Agreement.

         If a Lender claims compensation under this Section 17.4, such
         Lender shall furnish a certificate to Borrower that states the
         amount to be paid to it hereunder and includes a description of the
         method used by such Lender in calculating such amount. Borrower
         shall have the burden of proving that the amount of any such
         compensation calculated by a Lender is not correct. Any
         compensation payable by Borrower to a Lender under this Section
         17.4 shall be payable without regard to whether such Lender has
         funded its pro-rata share of any Eurodollar Advance or Eurodollar
         Loan through the purchase of deposits in an amount or of a maturity
         corresponding to the deposits used as a reference in determining
         the Eurodollar Rate.

         17.5. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender
         to make a Eurodollar Loans or to continue any Eurodollar Loans, or
         to convert any Base Rate Loan into a Eurodollar Loan shall be
         suspended pursuant to Section 17.1, 17.2, or 17.3 (such Loans
         being herein called Affected Loans), such Lender's Affected Loans
         shall be automatically and immediately converted into Base Rate
         Loans on the last day(s) of the then current Interest Period(s)
         for Affected Loans (or, in the case of a conversion required by
         Section 17.3, on such earlier date as such Lender may specify to
         Borrower with a copy to Administrative Agent) and, unless and
         until such Lender gives notice as provided below that the
         circumstances specified in Section 17.1, 17.2, or 17.3 that gave
         rise to such conversion no longer exist:

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                  (i) to the extent that such Lender's Affected Loans have
                  been so converted, all payments and prepayments of
                  principal that would otherwise be applied to such Lender's
                  Affected Loans shall continue to be made and applied as
                  provided for herein; and

                  (ii) all Loans that would otherwise be made or continued
                  by such Lender as Eurodollar Loans shall be made or
                  continued instead as Base Rate Loans, and all Loans of
                  such Lender that would otherwise be converted into
                  Eurodollar Loans shall be converted instead into (or shall
                  remain as) Base Rate Loans.

         If such Lender gives notice to Borrower (with a copy to
         Administrative Agent) that the circumstances specified in Section
         17.1, 17.2, or 17.3 hereof that gave rise to the conversion of such
         Lender's Affected Loans pursuant to this Section 17.5 no longer
         exist (which such Lender agrees to do promptly upon such
         circumstances ceasing to exist) at a time when Loans of the type of
         the Affected Loans made by other Lenders are outstanding, such
         Lender's Base Rate Loans shall be automatically converted, on the
         first day(s) of the next succeeding Interest Period(s) for such
         outstanding Loans of the type of the Affected Loans, to the extent
         necessary so that, after giving effect thereto, all Loans held by
         the Lenders holding Loans of the type of the Affected Loans and by
         such Lender are held pro rata (as to principal amounts, type of
         interest, and Interest Periods) in accordance with their respective
         Commitments.

         17.6. TAXES.

                  17.6.1. GROSS-UP. Any and all payments by Borrower to or
                  for the account of any Lender or the Administrative Agent
                  hereunder or under any other Loan Document shall be made
                  free and clear of and without deduction for any and all
                  Taxes, whether imposed now or in the future, excluding, in
                  the case of each Lender and the Administrative Agent,
                  Taxes imposed on its income, and franchise Taxes imposed
                  on it, by the jurisdiction under the Laws of which such
                  Lender (or its Applicable Lending Office) or the
                  Administrative Agent (as the case may be) is organized or
                  any political subdivision thereof. If Borrower is required
                  by Law to deduct any Taxes from or in respect of any sum
                  payable under this Agreement or any other Loan Document to
                  any Lender or the Administrative Agent, (i) the sum
                  payable will be increased as necessary so that after
                  making all required deductions (including deductions
                  applicable to additional sums payable under this Section
                  17.6) such Lender or the Administrative Agent receives an
                  amount equal to the sum it would have received had no such
                  deductions been made, (ii) Borrower shall make such
                  deductions, (iii) Borrower shall pay the full amount
                  deducted to the relevant taxation authority or other
                  authority in accordance with applicable Law, and (iv)
                  Borrower shall furnish to Administrative Agent, at its
                  address referred to herein, the original or a certified
                  copy of a receipt evidencing payment thereof (and
                  Administrative Agent shall use its reasonable efforts to
                  deliver promptly copy of such receipt to each Lender). In
                  addition, Borrower agrees to pay any and all present or
                  future stamp or documentary taxes and any other excise or
                  property taxes or charges or similar levies which arise
                  from any payment made under this Agreement or any other
                  Loan Document or from the execution or delivery of, or
                  otherwise with respect to, this Agreement or any other
                  Loan Document (hereinafter referred to as Impositions).
                  Borrower agrees to indemnify each Lender and the
                  Administrative Agent for the full amount of Taxes and
                  Impositions (including, without limitation, any Taxes or
                  Impositions imposed or asserted by any jurisdiction on
                  amounts payable under this Section 17.6) paid by such
                  Lender or the Administrative Agent (as the case may be)
                  and any liability (including penalties, interest and
                  expenses) arising therefrom or with respect thereto.
                  Within 30 days after the date of any payment of Taxes,
                  Borrower shall furnish to

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                  Administrative Agent the original or a certified copy of
                  the receipt evidencing such payment (and Administrative
                  Agent shall use its reasonable efforts to deliver promptly
                  copy of such receipt to each Lender).

                  17.6.2. LENDERS' UNDERTAKINGS.

                           (i) Each Lender organized under the Laws of a
                           jurisdiction outside the United States, on or
                           prior to the date of its execution and delivery
                           of this Agreement in the case of each Lender
                           listed on the signature pages hereof and on or
                           prior to the date on which it becomes a Lender in
                           the case of each other Lender, and from time to
                           time thereafter if requested in writing by
                           Borrower or Administrative Agent (but only so
                           long as such Lender remains lawfully able to do
                           so), shall provide Borrower and Administrative
                           Agent with (i) Internal Revenue Service Form 1001
                           or 4224, as appropriate, or any successor form
                           prescribed by the Internal Revenue Service,
                           certifying that such Lender is entitled to
                           benefits under an income tax treaty to which the
                           United States is a party which reduces the rate
                           of withholding Tax on payments of interest or
                           certifying that the income receivable pursuant to
                           this Agreement is effectively connected with the
                           conduct of a trade or business in the United
                           States, (ii) Internal Revenue Service Form W-8 or
                           W-9, as appropriate, or any successor form
                           prescribed by the Internal Revenue Service, and
                           (iii) any other form or certificate required by
                           any Governmental Authority (including any
                           certificate required by Sections 871(h) and
                           881(c) of the Internal Revenue Code), certifying
                           that such Lender is entitled to an exemption from
                           or a reduced rate of Tax on payments pursuant to
                           this Agreement or any of the other Loan
                           Documents. For any period with respect to which a
                           Lender has failed to provide Borrower and
                           Administrative Agent with the appropriate form
                           pursuant to this Section 17.6.2 (unless such
                           failure is due to a change in treaty or Law
                           occurring subsequent to the date on which a form
                           originally was required to be provided), such
                           Lender shall not be entitled to indemnification
                           under Section 17.6.1 with respect to Taxes
                           imposed by the United States; provided, however,
                           that should a Lender, which is otherwise exempt
                           from or subject to a reduced rate of withholding
                           tax, become subject to Taxes because of its
                           failure to deliver a form required hereunder,
                           Borrower shall take such steps as such Lender
                           shall reasonably request to assist such Lender to
                           recover such Taxes.

                           (ii) If Borrower is required to pay additional
                           amounts to or for the account of any Lender or
                           Administrative Agent pursuant to Section 17.1,
                           then such Lender or the Administrative Agent will
                           agree to use reasonable efforts to change the
                           jurisdiction of its Applicable Lending Office so
                           as to eliminate or reduce any such additional
                           payment which may thereafter accrue if such
                           change, in the judgment of such Lender or the
                           Administrative Agent, as the case may be, is not
                           otherwise disadvantageous to such Lender or the
                           Administrative Agent, as the case may be.

                  17.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS. Without prejudice
                  to the survival of any other agreement of Borrower hereunder,
                  the agreements and obligations of Borrower contained in
                  this Section 17.6 shall survive the termination of the
                  Commitments, the expiration of the Letters of Credit, the
                  indefeasible full payment and satisfaction of all of the
                  Loan Obligations.

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         17.7. USURY. Notwithstanding any provisions to the contrary in
         Section 4 or elsewhere in any of the Loan Documents, Borrower
         shall not be obligated to pay interest at a rate which exceeds the
         maximum rate permitted by Law. If, but for this Section 17.7,
         Borrower would be deemed obligated to pay interest at a rate which
         exceeds the maximum rate permitted by Law, or if any of the Loan
         Obligations is paid or becomes payable before its originally
         scheduled Maturity and as a result Borrower has paid or would be
         obligated to pay interest at such an excessive rate, then (i)
         Borrower shall not be obligated to pay interest to the extent it
         exceeds the interest that would be payable at the maximum rate
         permitted by Law; (ii) if the outstanding Loan Obligations have
         not been accelerated as provided in Section 15.3.2, any such
         excess interest that has been paid by Borrower shall be refunded;
         (iii) if the outstanding Loan Obligations have been accelerated as
         provided in Section 15.3.2, any such excess that has been paid by
         Borrower shall be applied to the Loan Obligations as provided in
         Section 15.4; and (iv) the effective rate of interest shall be
         deemed automatically reduced to the maximum rate permitted by Law.

18.   GENERAL.

         18.1. LENDERS' RIGHT TO CURE. Required Lenders may from time to
         time, in their absolute discretion, for Borrower's account and at
         Borrower's expense, pay (or, with the consent of Required Lenders,
         make a Revolving Loan Advance to pay) any amount or do any act
         required of Borrower hereunder or requested by Administrative
         Agent or Required Lenders to preserve, protect, maintain or
         enforce the Loan Obligations, which Borrower is required to pay or
         do, but fails to pay or do, including payment of any judgment
         against Borrower, insurance premium, taxes or assessments,
         warehouse charge, finishing or processing charge, landlord's
         claim, and any other Security Interest upon or with respect to its
         assets. All payments that Lenders make pursuant to this Section
         and all out-of-pocket costs and expenses that Lenders pay or incur
         in connection with any action taken by them hereunder shall be a
         part of the Loan Obligations. Any payment made or other action
         taken by Lenders pursuant to this Section shall be without
         prejudice to any right to assert an Event of Default hereunder and
         to pursue Lender's other rights and remedies with respect thereto.
         Administrative Agent agrees that so long as there is no Existing
         Default, Administrative Agent will use its reasonable efforts to
         give notice to Borrower prior to taking any of the actions
         described in this Section 18.1; provided, however, that
         Administrative Agent shall have no liability for failure to give
         any such notice, unless such failure is intentional.

         18.2. RIGHTS NOT EXCLUSIVE. Every right granted to Administrative Agent
         and Lenders hereunder or under any other Loan Document or allowed
         to it at law or in equity shall be deemed cumulative and may be
         exercised from time to time.

         18.3. SURVIVAL OF AGREEMENTS. All covenants and agreements made
         herein and in the other Loan Documents shall survive the execution
         and delivery of this Agreement, the Notes and other Loan Documents
         and the making of every Advance. All agreements, obligations and
         liabilities of Borrower under this Agreement concerning the
         payment of money to Administrative Agent and Lenders, including
         Borrower's obligations under Sections 18.7 and 18.8, but excluding
         the obligation to repay the Loans and interest accrued thereon,
         shall survive the repayment in full of the Loans and interest
         accrued thereon, whether or not indefeasible, the return of the
         Notes to Borrower, the termination of the Commitments and the
         expiration of all Letters of Credit.

         18.4. ASSIGNMENTS.

                  18.4.1. PERMITTED ASSIGNMENTS. At any time after the
                  Execution Date, any Lender may assign to one or more Eligible
                  Assignees all or a portion of its rights and obligations

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                  under this Agreement (including all or a portion of the
                  Notes payable to it, its Commitments and its Loans),
                  provided that the terms of assignment satisfy the
                  following requirements:

                           18.4.1.1. Administrative Agent shall have accepted
                           the assignment, which acceptance shall not be
                           unreasonably withheld.

                           18.4.1.2. Each such assignment shall be of a
                           constant, and not a varying, percentage of all of
                           the assigning Lender's rights and obligations under
                           this Agreement.

                           18.4.1.3. For each assignment involving the issuance
                           and transfer of Notes, the assigning Lender shall
                           execute an Assignment and Acceptance in the form
                           attached hereto as Exhibit 18.4.1 together with
                           any Note subject to such assignment and a
                           processing fee of $3,500.

                           18.4.1.4. The minimum Commitment which shall be
                           assigned (which shall include the applicable
                           portion of the assigning Lender's Revolving Loan
                           Commitment, and Letter of Credit Commitment (and
                           in the case of Administrative Agent, the
                           Swingline Commitment)) is $5,000,000 or such
                           lesser amount which constitutes such Lender's
                           entire Commitment; provided, however, that no such
                           minimum shall apply between a Lender and its
                           Affiliates, or between one Lender and another Lender
                           or an assignment of all of a Lender's rights and
                           obligations under this Agreement.

                           18.4.1.5. The assignee shall have an office located
                           in the United  States and is otherwise an Eligible
                           Assignee.

                           18.4.1.6. If there is no Existing Default as of the
                           date of such assignment, Borrower shall have
                           consented to the assignment, which consent shall
                           not be unreasonably withheld or delayed.

                  18.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS. From and after
                  the effective date specified in any Assignment and Acceptance,
                  the assignee shall be deemed and treated as a party to
                  this Agreement and, to the extent that rights and
                  obligations hereunder and under the Notes held by the
                  assignor have been assigned or negotiated to the assignee
                  pursuant to such Assignment and Acceptance, to have the
                  rights and obligations of a Lender hereunder as fully as
                  if such assignee had been named as a Lender in this
                  Agreement and of a holder of such Notes, and the assignor
                  shall, to the extent that rights and obligations hereunder
                  or under such Notes have been assigned or negotiated by it
                  pursuant to such Assignment and Acceptance, relinquish its
                  rights and be released from its future obligations under
                  this Agreement. If the assignee is not incorporated under
                  the laws of the United States of America or a state
                  thereof, it shall deliver to Borrower and Administrative
                  Agent certification as to the exemption from deduction or
                  withholding of Taxes in accordance with Section 17.6.

                  18.4.3. AGREEMENTS UPON ASSIGNMENT. By executing and
                  delivering an Assignment and Acceptance, the assignor
                  thereunder and the assignee confirm to and agree with each
                  other and the other parties hereto substantially as
                  follows: (i) the assignment made under such Assignment and
                  Acceptance is made under such Assignment and Acceptance
                  without recourse; (ii) such assignor makes no representation
                  or warranty and assumes no

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                  responsibility with respect to the financial condition of
                  any Covered Person or the performance or observance by any
                  Covered Person of any of its Loan Obligations; (iii) such
                  assignee confirms that it has received a copy of this
                  Agreement, together with copies of the Financial Statements
                  and such other Loan Documents and other documents and
                  information as it has deemed appropriate to make its own
                  credit analysis and decision to enter into such Assignment
                  and Acceptance; (iv) such assignee will, independently and
                  without reliance upon Administrative Agent, such assignor, or
                  any other Lender, and based on such documents and information
                  as it deems appropriate at the time, continue to make its
                  own credit decisions in taking or not taking action under
                  this Agreement; (v) such assignee appoints and authorizes
                  Administrative Agent to take such action as agent on its
                  behalf and to exercise such powers under this Agreement
                  and the other Loan Documents as are delegated to Agent by
                  the terms hereof and thereof, together with such powers as
                  are reasonably incidental thereto; and (vi) such assignee
                  agrees that it will perform in accordance with their terms
                  all of the obligations which by the terms of this
                  Agreement are required to be performed by it as a Lender
                  and a holder of a Note.

                  18.4.4. REGISTER. Administrative Agent shall maintain at its
                  address referred to herein a copy of each Assignment and
                  Acceptance delivered to and accepted by it and a register
                  for the recordation of the names and addresses of the
                  Lenders and the Commitment of and principal amount of
                  Loans owing to, each Lender from time to time (the
                  Register). The entries in the Register shall be conclusive
                  and binding for all purposes, absent manifest error, and
                  Borrower, Administrative Agent and Lenders may treat each
                  Person whose name is recorded in the Register as a Lender
                  hereunder for all purposes of this Agreement. The Register
                  shall be available for inspection by Borrower or any
                  Lender at any reasonable time and from time to time upon
                  reasonable prior notice. Upon its receipt of an Assignment
                  and Acceptance executed by the parties thereto, together
                  with any Note subject to such assignment and payment of
                  the processing fee, Administrative Agent shall, if such
                  Assignment and Acceptance has been completed and is in
                  substantially the form of Exhibit 18.4.1 hereto, (i)
                  accept such Assignment and Acceptance, (ii) record the
                  information contained therein in the Register and (iii)
                  give prompt notice thereof to the parties thereto.

                  18.4.5. NOTICE TO BORROWER OF ASSIGNMENT. Upon its receipt of
                  an Assignment and Acceptance executed by an assigning Lender,
                  if Administrative Agent accepts the assignment
                  contemplated thereby, Administrative Agent shall give
                  prompt notice thereof to Borrower. Borrower shall execute
                  and deliver replacement Notes to the assignor and assignee
                  as requested by Administrative Agent and necessary to give
                  effect to the assignment. If Borrower fails or refuses to
                  execute and deliver such replacement Notes, Administrative
                  Agent may, as agent and attorney-in-fact for Borrower,
                  execute and deliver such replacement Notes on behalf of
                  Borrower. Borrower hereby appoints Administrative Agent as
                  its agent and attorney-in-fact for such purpose and
                  acknowledges that such power is coupled with an interest
                  and therefore irrevocable. Administrative Agent shall not
                  have any liability to Borrower or anyone else, including
                  any Lender, as a consequence of exercising such power in
                  any instance.

                  18.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK. Notwithstanding
                  any other provision set forth in this Agreement, without
                  consent of Borrower or Administrative Agent, any Lender
                  may at any time assign and pledge all or any portion of
                  its Loans and its Note to any Federal Reserve Bank as
                  collateral security pursuant to Regulation A and any
                  Operating Circular issued by such Federal Reserve Bank. No
                  such assignment shall release the assigning Lender from
                  its obligations hereunder.

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         18.5. SALE OF PARTICIPATIONS. Each Lender may sell participations to
         one or more Persons (other than Borrower or an Affiliate of Borrower)
         in all or a portion of its rights and obligations under this Agreement
         (including all or a portion of its Commitment and its Loans); provided,
         however, that (i) such Lender's obligations under this Agreement shall
         remain unchanged, (ii) such Lender shall remain solely responsible to
         the other parties hereto for the performance of such obligations, (iii)
         the participant shall be entitled to the benefit of the yield
         protection provisions contained in Section 17 and the right of setoff
         contained in Section 15.3.3, (iv) the amount of the participation shall
         be in a minimum amount of $5,000,000 or such lesser amount which
         constitutes such Lender's entire Commitment, provided, however, that no
         such minimum amount shall apply to participations between any of
         Lenders or between any Lender and any of its Affiliates; and (v)
         Borrower, the other Lenders and Administrative Agent shall continue to
         deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under this Agreement, and such Lender
         shall retain the sole right to enforce the obligations of Borrower
         relating to its Loans, its Notes and its funding of Advances and to
         approve any amendment, modification, or waiver of any provision of this
         Agreement, provided, however, that the approval of a participant of a
         Lender may be required only for amendments, modifications, or waivers
         that (a) forgive the amount of principal of the Loans, (b) reduce the
         Eurodollar Revolving Margin or the Base Rate Revolving Margin or reduce
         the Revolving Loan Unused Fee, or (c) extend the Revolving Loan
         Maturity Date. The Lender selling a participation shall, within two (2)
         Business Days of its effectiveness, provide written notice of such
         event to the Administrative Agent. Notwithstanding the foregoing
         provisions of this Section, the sale of any such participations which
         require Borrower to file a registration statement with the SEC or under
         the securities Laws of any state shall not be permitted.

         18.6. INFORMATION; CONFIDENTIALITY. Administrative Agent and each
         Lender agrees that it will not disclose to third Persons any
         information that it obtains about Borrower or its operations or
         finances that are designated by Borrower in writing as confidential or
         that Borrower has advised Administrative Agent and Lenders in writing
         constitutes non-public information. Administrative Agent and Lenders
         may, however, disclose such information to each other, to assignees and
         participants (including prospective assignees and participants) and to
         all of their respective officers, attorneys, auditors, accountants,
         bank examiners, agents and representatives who have a need to know such
         information in connection with the administration, interpretation or
         enforcement of the Loan Documents or the lending and collection
         activity contemplated therein or to the extent required by Law or a
         Governmental Authority. Administrative Agent and Lenders shall advise
         such Persons that such information is to be treated as confidential.
         Administrative Agent and any Lender may also disclose such information
         in any documents that it files in any legal proceeding to pursue,
         enforce or preserve its rights under the Loan Documents to the extent
         that its counsel advises in writing that such disclosure is reasonably
         necessary. Administrative Agent's and Lenders' non-disclosure
         obligation shall not apply to any information that (i) is disclosed to
         Administrative Agent or any Lender by a third Person not affiliated
         with or employed by Borrower who does not have a commensurate duty of
         non-disclosure, or (ii) becomes publicly known other than as a result
         of disclosure by Administrative Agent or a Lender.

         18.7. PAYMENT OF EXPENSES. Borrower agrees to pay or reimburse to
         Administrative Agent all of Administrative Agent's out-of-pocket costs
         incurred in connection with Administrative Agent's due diligence review
         before execution of the Loan Documents; the negotiation and preparation
         of proposals, a commitment letter and the Loan Documents; the
         syndication of the Loans; the administration of this Agreement, the
         Loan Documents and the Loans; the interpretation of any of the Loan
         Documents; any amendment of or supplementation to any of the Loan
         Documents; and any waiver, consent, enforcement, or forbearance with
         respect to any

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         Default or Event of Default. Borrower agrees to pay or reimburse
         to Administrative Agent and each Lender all of Administrative
         Agent's and such Lender's out-of-pocket costs incurred in connection
         with the enforcement of such Lender's rights and remedies under the
         Loan Documents after the occurrence and during the continuation of an
         Event of Default. Administrative Agent's out-of-pocket costs may
         include but are not limited to the following, to the extent they are
         actually paid or incurred by Administrative Agent: title insurance fees
         and premiums; the cost of searches for Security Interests existing
         against Covered Persons; recording and filing fees; appraisal fees;
         environmental consultant fees; litigation costs; and all attorneys' and
         paralegals' expenses and reasonable fees. Each Lender's out-of-pocket
         costs may include but are not limited to the following, to the extent
         they are actually paid or incurred by a Lender: litigation costs and
         all attorneys' and paralegals' expenses and reasonable fees. Attorneys'
         and paralegals' expenses may include but are not limited to filing
         charges; telephone, data transmission, facsimile and other
         communication costs; courier and other delivery charges; and
         photocopying charges. Litigation costs may include but are not limited
         to filing fees, deposition costs, expert witness fees, expenses of
         service of process, and other such costs paid or incurred in any
         administrative, arbitration, or court proceedings involving a Lender
         and any Covered Person, including proceedings under the Federal
         Bankruptcy Code. All costs which Borrower is obligated to pay or
         reimburse Administrative Agent or the Lenders are Loan Obligations
         payable to Administrative Agent or Lender, as applicable, and are
         payable on demand by Administrative Agent or such Lender.

         18.8. GENERAL INDEMNITY.

                  18.8.1. Borrower agrees to indemnify and hold harmless
                  Administrative Agent, the Letter of Credit Issuer, UMB (as
                  issuer of the UMB LCs), and each Lender and each of their
                  Affiliates and their respective officers, directors,
                  employees, agents, and advisors (each, an Indemnified Party)
                  from and against any and all claims, damages, losses,
                  liabilities, costs, and expenses (including, without
                  limitation, reasonable attorneys' fees) that may be incurred
                  by or asserted or awarded against any Indemnified Party, in
                  each case arising out of or in connection with or by reason
                  of (including, without limitation, in connection with any
                  investigation, litigation, or proceeding or preparation of
                  defense in connection therewith) the Loan Documents, the
                  Acquisition Documents, any of the transactions contemplated
                  herein or therein or the actual or proposed use of the
                  proceeds of the Loans, or the manufacture, storage,
                  transportation, release or disposal of any Hazardous Material
                  on, from, over or affecting any of its assets or any of the
                  assets, properties, or operations of any Covered Person or
                  any predecessor in interest, directly or indirectly, except
                  to the extent such claim, damage, loss, liability, cost, or
                  expense is found in a final, non-appealable judgment by a
                  court of competent jurisdiction to have resulted from such
                  Indemnified Party's gross negligence or willful misconduct.
                  In the case of an investigation, litigation or other
                  proceeding to which the indemnity in this Section 18.8
                  applies, such indemnity shall be effective whether or not
                  such investigation, litigation or proceeding is brought by
                  Borrower, its directors, shareholders or creditors or an
                  Indemnified Party or any other Person or any Indemnified
                  Party is otherwise a party thereto and whether or not the
                  transactions contemplated hereby are consummated. Borrower
                  agrees not to assert any claim against Administrative Agent,
                  any Lender, any of their Affiliates, or any of their
                  respective directors, officers, employees, attorneys, agents,
                  and advisers, on any theory of liability, for special,
                  indirect, consequential, or punitive damages arising out of
                  or otherwise relating to the Loan Documents, the Acquisition
                  Documents, any of the transactions contemplated herein or
                  therein or the actual or proposed use of the proceeds of the
                  Loans. Borrower shall pay, indemnify and hold harmless the
                  Indemnified Parties for, from and against, and shall promptly
                  reimburse the

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                  Indemnified Parties for, any and all claims, damages,
                  liabilities, losses, costs and expenses (including
                  reasonable attorneys' fees and expenses and amounts paid in
                  settlement) incurred, paid or sustained by the Indemnified
                  Parties, arising out of or relating to the Acquisition
                  Documents.

                  18.8.2. The obligations of Borrower under this Section 18.8
                  shall survive the termination of the Commitments, the
                  expiration of the Letters of Credit, and the indefeasible full
                  payment and satisfaction of all of the Loan Obligations.

                  18.8.3. To the extent that any of the indemnities required
                  from Borrower under this Section are unenforceable because
                  they violate any Law or public policy, Borrower shall pay the
                  maximum amount which it is permitted to pay under
                  applicable Law.

         18.9. LETTERS OF CREDIT. Borrower assumes all risks of the acts or
         omissions of any beneficiary of any of the Letters of Credit. Neither
         Administrative Agent nor any of its directors, officers, employees,
         agents, or representatives shall be liable or responsible for: (a) the
         use which may be made of any of the Letters of Credit or for any acts
         or omissions of beneficiary in connection therewith; (b) the validity,
         sufficiency or genuineness of documents, or of any endorsement(s)
         thereon, even if such documents should in fact prove to be in any or
         all respects invalid, insufficient, fraudulent or forged; (c) payment
         by Administrative Agent against presentation of documents which, on
         their face, appear to comply with the terms of any Letter of Credit but
         which in fact do not; or (d) any other circumstances whatsoever in
         making or failing to make payment under any Letter of Credit in
         connection with which Administrative Agent would, pursuant to the
         Uniform Customs and Practices for Documentary Credits (1993 Revision),
         International Chamber of Commerce Publication No. 500 (as amended from
         time to time), be absolved from liability. In furtherance and not in
         limitation of the foregoing, Letter of Credit Issuer (or UMB in the
         case of UMB LCs) may accept documents that appear on their face to be
         in order, without responsibility for further investigation, regardless
         of any notice or information to the contrary.

         18.10. CHANGES IN ACCOUNTING PRINCIPLES. If any Covered Person, at the
         end of its fiscal year and with the concurrence of its independent
         certified public accountants, changes the method of valuing the
         inventory of such Covered Person, or if any other changes in accounting
         principles from those used in the preparation of any of the Financial
         Statements are required by or result from the promulgation of
         principles, rules, regulations, guidelines, pronouncements or opinions
         by the Financial Accounting Standards Board or the American Institute
         of Certified Public Accountants (or successors thereto or bodies with
         similar functions), and any of such changes result in a change in the
         method of calculation of, or affect the results of such calculation of,
         any of the financial covenants, standards or terms found herein, then
         the parties hereto agree to enter into and diligently pursue
         negotiations in order to amend such financial covenants, standards or
         terms so as to equitably reflect such changes, with the desired result
         that the criteria for evaluating the financial condition and results of
         operations of such Covered Person shall be the same after such changes
         as if such changes had not been made; provided, however, that until
         such changes are made, all financial covenants herein and all the
         provisions hereof which contemplate financial calculation hereunder
         shall remain in full force and effect.

         18.11. LOAN RECORDS. The date and amount of all Advances to Borrower
         and payments of amounts due from Borrower under the Loan Documents will
         be recorded in the records that Administrative Agent normally maintains
         for such types of transactions. The failure to record, or any error in
         recording, any of the foregoing shall not, however, affect the
         obligation of Borrower to repay the Loans and other amounts payable
         under the Loan Documents. Borrower shall have

                                     53


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         the burden of proving that such records are not correct. Borrower
         agrees that Administrative Agent's and any Lender's books and records
         showing the Loan Obligations and the transactions pursuant to this
         Agreement shall be admissible in any action or proceeding arising
         therefrom, and shall constitute prima facie proof thereof, irrespective
         of whether any Loan Obligation is also evidenced by a promissory note
         or other instrument. Administrative Agent will provide to Borrower a
         monthly statement of Advances, payments, and other transactions
         pursuant to this Agreement. Such statement shall be deemed correct,
         accurate and binding on Borrower and an account stated (except for
         reversals and reapplications of payments as provided in Section 6.7 and
         corrections of errors discovered by Administrative Agent or a Lender),
         unless Borrower notifies Administrative Agent in writing to the
         contrary within 30 days after such statement is rendered. In the event
         a timely written notice of objections is given by Borrower, only the
         items to which exception is expressly made will be considered to be
         disputed by Borrower.

         18.12. OTHER SECURITY AND GUARANTIES. Administrative Agent or any
         Lender may, in each case for the benefit of all of the Lenders, without
         notice or demand and without affecting Borrower's obligations
         hereunder, from time to time: (a) take from any Person (other than
         Borrower) and hold collateral for the payment of all or any part of the
         Loan Obligations and exchange, enforce and release such collateral or
         any part thereof; and (b) accept and hold any endorsement or guaranty
         of payment of all or any part of the Loan Obligations and release or
         substitute any such endorser or guarantor, or any Person (other than
         Borrower) who has given any Security Interest in any other collateral
         as security for the payment of all or any part of the Loan Obligations,
         or any other Person (other than Borrower) in any way obligated to pay
         all or any part of the Loan Obligations.

         18.13. LOAN OBLIGATIONS PAYABLE IN DOLLARS. All Loan Obligations that
         are payable in Dollars under the terms of the Loan Documents shall be
         payable only in Dollars. If, however, to obtain a judgment in any court
         it is necessary to convert a Loan Obligation payable in Dollars into
         another currency, the rate of exchange used shall be that at which
         Administrative Agent, using its customary procedures, could purchase
         Dollars with such other currency in New York, New York on the Business
         Day immediately preceding the day on which such judgment is rendered.
         If any sum in another currency is paid to a Lender or received by a
         Lender and applied to a Loan Obligation payable in Dollars, such Loan
         Obligation shall be deemed paid and discharged only to the extent of
         the amount of Dollars that Administrative Agent, using its customary
         procedures, is able to purchase in New York, New York with such sum on
         the Business Day immediately following receipt thereof. Borrower agrees
         to indemnify each Lender against any loss in Dollars that it may incur
         on such Loan Obligation as a result of such payment or receipt and
         application to such Loan Obligation.

19.   MISCELLANEOUS.

         19.1. NOTICES. All notices, consents, requests and demands to or upon
         the respective parties hereto shall be in writing, and shall be deemed
         to have been given or made when delivered in person to those Persons
         listed on the signature pages hereof or when deposited in the United
         States mail, postage prepaid, or the overnight courier services, when
         delivered to the overnight courier service, or in the case of telecopy
         notice, when sent, verification received, in each case addressed as set
         forth on the signature pages hereof, or such other address as either
         party may designate by notice to the other in accordance with the terms
         of this Section. No notice given to or demand made on Borrower by
         Administrative Agent or any Lender in any instance shall entitle
         Borrower to notice or demand in any other instance.

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         19.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS. Unless
         otherwise provided herein, no amendment to or modification of any
         provision of this Agreement, or of any of the other Loan Documents
         shall be effective unless it is in writing and signed by authorized
         officers of Borrower and Required Lenders. Unless otherwise provided
         herein, no waiver of, or consent to any departure by Borrower from, the
         requirements of any provision of this Agreement or any of the other
         Loan Documents shall be effective unless it is in writing and signed
         by authorized officers of Required Lenders. Any such amendment,
         modification, waiver or consent shall be effective only in the specific
         instance and for the purpose for which given. The foregoing provisions
         of this Section notwithstanding, no such amendment, modification or
         consent or waiver shall, unless signed by authorized officers of
         Administrative Agent, Borrower and of all Lenders: (i) reduce or
         forgive the repayment of principal of any Advance or the reimbursement
         of any draw on a Letter of Credit, (ii) reduce the Eurodollar Revolving
         Margin or the Base Rate Revolving Margin or reduce the Revolving Loan
         Unused Fee, (iii) extend the Revolving Loan Maturity Date, (iv) change
         the provisions of Section 16 to the detriment of any Lender, (v) change
         the definition of Required Lenders herein, (vi) change the provisions
         of this Section 19.2, (vii) change any provisions of this Agreement
         requiring ratable distributions to Lenders, (viii) increase the Dollar
         Amount of the Letter of Credit Commitment, (ix) change or grant a
         consent or waiver to any breach or Default of or under Section 13.8,
         Section 14.3, or Section 14.4, or the definitions of "Funded
         Indebtedness", "EBITDA" or "EBITDAR" contained in Section 14.1, or (x)
         release a Guarantor from the Guaranty. In addition, the Dollar amount
         of the Revolving Loan Commitment of any Lender may not be increased
         without the consent of such Lender and the Borrower and Administrative
         Agent. No failure by Administrative Agent or any Lender to exercise,
         and no delay by Administrative Agent or any Lender in exercising, any
         right, remedy, power or privilege hereunder shall operate as a waiver
         thereof, nor shall any single or partial exercise by Administrative
         Agent or any Lender of any right, remedy, power or privilege hereunder
         preclude any other exercise thereof, or the exercise of any other
         right, remedy, power or privilege existing under any Law or otherwise.

         19.3. RIGHTS CUMULATIVE. Each of the rights and remedies of
         Administrative Agent and Lenders under this Agreement shall be in
         addition to all of its other rights and remedies under applicable
         Law, and nothing in this Agreement shall be construed as limiting
         any such rights or remedies.

         19.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
         inure to the benefit of the parties hereto and all future holders
         of the Notes and their respective successors and assigns, except
         that Borrower may not assign, delegate or transfer any of its
         rights or obligations under this Agreement without the prior
         written consent of Administrative Agent and all Lenders. With
         respect to Borrower's successors and assigns, such successors and
         assigns shall include any receiver, trustee or debtor-in-possession
         of or for Borrower.

         19.5. SEVERABILITY. Any provision of this Agreement which is
         prohibited, unenforceable or not authorized in any jurisdiction shall,
         as to such jurisdiction, be ineffective to the extent of such
         prohibition, unenforceability or lack of authorization without
         invalidating the remaining provisions hereof or affecting the validity,
         enforceability or legality of such provision in any other jurisdiction
         unless the ineffectiveness of such provision would result in such a
         material change as to cause completion of the transactions contemplated
         hereby to be unreasonable.

         19.6. COUNTERPARTS. This Agreement may be executed by the parties
         hereto on any number of separate counterparts, and all such
         counterparts taken together shall constitute one and the same
         instrument. It shall not be necessary in making proof of this Agreement
         to produce or account for more than one counterpart signed by the party
         to be charged.

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<PAGE>

         19.7. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the Notes
         and the other Loan Documents and the rights and obligations of the
         parties hereunder and thereunder shall be governed by and construed and
         interpreted in accordance with the internal Laws of the State of
         Illinois applicable to contracts made and to be performed wholly within
         such state, without regard to choice or conflicts of law principles.
         This Agreement is solely for the benefit of the parties hereto and
         their respective successors and assigns, and no other Person shall have
         any right, benefit, priority or interest under, or because of the
         existence of, this Agreement.

         19.8. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement,
         a document (or signature page thereto) signed and transmitted by
         facsimile machine or telecopier is to be treated as an original
         document. The signature of any Person thereon, for purposes hereof, is
         to be considered as an original signature, and the document transmitted
         is to be considered to have the same binding effect as an original
         signature on an original document. At the request of any party hereto,
         any facsimile or telecopy document is to be re-executed in original
         form by the Persons who executed the facsimile or telecopy document.
         No party hereto may raise the use of a facsimile machine or telecopier
         or the fact that any signature was transmitted through the use of a
         facsimile or telecopier machine as a defense to the enforcement of this
         Agreement or any amendment or other document executed in compliance
         with this Section.

         19.9. EFFECT OF MERGER OF BANK. Effective immediately upon the merger
         of Administrative Agent or a Lender with or into another financial
         institution, all references to Administrative Agent or such Lender
         under every Loan Document shall be deemed to be references to the
         surviving institution. If the surviving institution does not have a
         "Prime Rate," references in the Loan Documents to Prime Rate shall be
         deemed to be references to the reference rate (however it is
         designated) established from time to time by the surviving institution
         that is most similar to the Prime Rate.

         19.10. NEGOTIATED TRANSACTION. Borrower, Administrative Agent and each
         Lender represent each to the others that in the negotiation and
         drafting of this Agreement and the other Loan Documents they have been
         represented by and have relied upon the advice of counsel of their
         choice. Borrower and Administrative Agent affirm that their counsel
         have both had substantial roles in the drafting and negotiation of this
         Agreement and each Lender affirms that its counsel has participated in
         the drafting and negotiation of this Agreement; therefore, this
         Agreement will be deemed drafted by all of Borrower, Administrative
         Agent and Lenders, and the rule of construction to the effect that any
         ambiguities are to be resolved against the drafter will not be employed
         in the interpretation of this Agreement.

         19.11. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
         SENTENCE, BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY AGREES
         TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN
         DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK
         COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS
                                                           ----- --- ----------
         WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY
         DISPUTE CONCERNING THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT,
         LENDERS, AND BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH
         THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS
         DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: EACH OF THE PARTIES
         HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS

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<PAGE>

         DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD
         BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

         19.12. SERVICE OF PROCESS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF
         ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
         PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
         DIRECTED TO BORROWER AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES
         HEREOF, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5)
         DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS; OR
         AT ADMINISTRATIVE AGENT'S OR ANY LENDER'S OPTION, BY SERVICE UPON CT
         CORPORATION, WHICH BORROWER IRREVOCABLY APPOINTS AS BORROWER'S AGENT
         FOR THE PURPOSE OF ACCEPTING SERVICE OF PROCESS WITHIN THE STATE OF
         ILLINOIS. ADMINISTRATIVE AGENT OR SUCH LENDER SHALL PROMPTLY FORWARD BY
         REGISTERED MAIL ANY PROCESS SO SERVED UPON SAID AGENT TO BORROWER AT
         ITS ADDRESS ON THE SIGNATURE PAGES HEREOF. NOTHING IN THIS SECTION
         SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE
         LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

         19.13. WAIVER OF JURY TRIAL. BORROWER, ADMINISTRATIVE AGENT, AND EACH
         LENDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
         ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER
         LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR
         INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR EITHER OF THEM IN
         RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE
         TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW
         EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT
         OR OTHERWISE. BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER AGREES
         AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
         SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EITHER MAY FILE
         AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
         WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
         THEIR RIGHT TO TRIAL BY JURY.

         19.14. INCORPORATION BY REFERENCE. All of the terms of the other Loan
         Documents are incorporated in and made a part of this Agreement by
         this reference.

         19.15. STATUTORY NOTICE - INSURANCE. The following notice is given
         pursuant to Section 10 of the Collateral Protection Act set forth
         in Chapter 815 Section 180/1 of the Illinois Compiled Statutes
         (1996); nothing contained in such notice shall be deemed to limit
         or modify the terms of the Loan Documents:

         UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY
         YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE
         TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY,
         BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE
         MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE
         AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER CANCEL
         ANY INSURANCE PURCHASED BY US,

                                     57


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         BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS
         REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL,
         YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE
         INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN
         CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE
         DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF
         THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR
         OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF
         INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

         19.16. STATUTORY NOTICE - ORAL COMMITMENTS. Nothing contained in the
         following notice shall be deemed to limit or modify the terms of
         the Loan Documents:

         ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
         FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
         EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU
         (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR
         DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
         CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
         STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE
         IN WRITING TO MODIFY IT.

         Borrower acknowledges that there are no other agreements between
         Administrative Agent, Lenders, and Borrower, oral or written,
         concerning the subject matter of the Loan Documents, and that all
         prior agreements concerning the same subject matter, including any
         proposal or commitment letter, are merged into the Loan Documents
         and thereby extinguished.

                          [SIGNATURE PAGES FOLLOW]

                                     58


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by appropriate duly authorized officers as of the Execution Date.


ANGELICA CORPORATION, A MISSOURI CORPORATION, AS BORROWER

By: /s/ James W. Shaffer
   -----------------------------------------
Name: James W. Shaffer
Title: Vice President & Treasurer


Angelica Corporation
424 S. Woods Mill Road
Chesterfield, MO  63017
Attention: Chief Financial Officer
Phone: 314-854-3804
Fax: 314-854-3949

With a copy to:

Angelica Corporation
424 S. Woods Mill Road
Chesterfield, MO  63017
Attention: General Counsel
Phone: 314-854-3807
Fax: 314-854-3949

                         {SIGNATURE PAGES CONTINUE}


                            Signature Page 1 of 4


<PAGE>
<PAGE>


LASALLE BANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT AND A LENDER

By: /s/ Andrew K. Dawson
   -----------------------------------------
Name: Andrew K. Dawson
Title: First Vice President

NOTICE ADDRESS:

LaSalle Bank National Association
One Metropolitan Square
211 North Broadway, Suite 4050
St. Louis, MO 63102
Attention: Andrew K. Dawson, First Vice President
Phone: 314-613-1902
Fax: 314-621-1612

With a copy to:

Steven C. Drapekin, Esq.
Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, MO 63102
Phone: 314-444-7600
Fax: 314-612-7692

APPLICABLE LENDING OFFICE:

LaSalle Bank National Association
One Metropolitan Square
211 North Broadway, Suite 4050
St. Louis, MO 63102
Attention: Andrew Dawson, First Vice President
Phone: 314-613-1902
Fax: 314-621-1612

                         {SIGNATURE PAGES CONTINUE}

                            Signature Page 2 of 4




<PAGE>
<PAGE>


UMB BANK, NATIONAL ASSOCIATION, A LENDER

By: /s/ Robert D. Vieth
   -----------------------------------------
Name: Robert D. Vieth
Title: Executive Vice President

NOTICE ADDRESS:

UMB Bank, National Association
2 South Broadway
St. Louis, Missouri 63102
Attention: Nicholas Mahan
Phone: 314-612-8053
Fax: 314-612-8150

APPLICABLE LENDING OFFICE:

UMB Bank, National Association
2 South Broadway
St. Louis, Missouri 63102
Attention: Nicholas Mahan
Phone: 314-612-8053
Fax: 314-612-8150

                         {SIGNATURE PAGES CONTINUE}

                            Signature Page 3 of 4


<PAGE>
<PAGE>


WELLS FARGO BANK, N.A., A LENDER

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

NOTICE ADDRESS:

Wells Fargo Bank, N.A.
120 South Central Avenue
St. Louis, Missouri 63105
Attention: Eric Gudmestad
Phone: 314-290-5099
Fax: 314-726-3173

APPLICABLE LENDING OFFICE:

Wells Fargo Bank, N.A.
120 South Central Avenue
St. Louis, Missouri 63105
Attention: Eric Gudmestad
Phone: 314-290-5099
Fax: 314-726-3173


                            Signature Page 4 of 4


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<PAGE>

                                 EXHIBIT 2.1
                                  GLOSSARY


ACQUIRING COMPANY -- the Person obligated to pay or provide the
consideration payable in connection with a Permitted Acquisition upon the
consummation thereof.

ACQUISITION DOCUMENTS -- in the case of any Permitted Acquisition, the
documents to which Borrower or any other Covered Person is a party and under
which such Permitted Acquisition is contemplated, and all of the foregoing
at any time after a Permitted Acquisition has occurred.

ADJUSTED BASE RATE -- is defined in Section 4.4.

ADJUSTED EURODOLLAR RATE -- is defined in Section 4.5.

ADMINISTRATIVE AGENT -- LaSalle in its capacity as Administrative Agent
under this Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance or a Swingline Advance.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided
herein.

AFFILIATE -- with respect to any Person, (a) any other Person who is a
partner, director, officer, stockholder, member, partner or other equity
holder of such Person; and (b) any other Person which, directly or
indirectly, through one or more intermediaries, is in control of, is
controlled by or is under common control with such Person, and any partner,
director, officer or stockholder, member, partner or other equity holder of
such other Person described. For purposes of this Agreement, control of a
Person by another Person shall be deemed to exist if such other Person has
the power, directly or indirectly, either to (i) vote twenty percent (20%)
or more of the securities, membership interests or other equity interest
having the power to vote in an election of directors or managers of such
Person, or (ii) direct the management of such Person, whether by contract or
otherwise and whether alone or in combination with others.

AGGREGATE COMMITMENT -- the Aggregate Revolving Loan Commitment.

AGGREGATE LOAN -- the Aggregate Revolving Loan.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal
balance of all Revolving Loan Advances.

AGGREGATE REVOLVING LOAN COMMITMENT -- the aggregate commitments of Lenders
as stated in Section 3.1.1 to fund Revolving Loan Advances, as it may be
changed as provided herein.

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender
and for each Loan, the Applicable Lending Office of Administrative Agent or
such Lender (or of an Affiliate of such Lender) designated for such Loan on
the signature pages hereof or such other office of such Lender (or an
Affiliate of Administrative Agent or such Lender) as Administrative Agent or
such Lender may from time


<PAGE>

to time specify to Administrative Agent (in the case of another Lender) and
Borrower by written notice in accordance with the terms hereof as the office
by which its Loans are to be made and maintained.

APPROVED OPTION -- is defined in Section 6.3.3.2.

BASE RATE -- for any day, the rate per annum equal to the higher of (a) the
Federal Funds Rate (as such rate may fluctuate from time to time as provided
for herein) for such day plus .50% and (b) the Prime Rate (as such rate may
fluctuate from time to time as provided for herein) for such day. Any change
in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate
shall be effective on the effective date of such change in the Prime Rate or
Federal Funds Rate. The interest rate so designated from time to time as the
Base Rate by Administrative Agent is a reference rate and does not
necessarily represent the lowest or best rate charged to any customer of
Administrative Agent or any other Lender.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE REVOLVING MARGIN -- is specified in Section 4.6.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the
Base Rate.

BORROWER -- as defined in the introductory paragraph to this Agreement.

BORROWING OFFICER -- each officer of Borrower who is authorized to submit a
request for an Advance or the issuance of a Letter of Credit on behalf of
Borrower.

BUSINESS DAY -- a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the Laws of
either the United States or the State of Illinois, and when used in
connection with Eurodollar Loans, also a day other than any day on which
dealings in U.S. Dollar deposits are not carried on in the London interbank
market.

CAPITAL LEASE -- any lease that has been or should be capitalized under
GAAP.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws
of a corporation; the certificate of limited partnership and partnership
agreement of a limited partnership; the partnership agreement of a general
partnership; the articles of organization and operating agreement of a
limited liability company; or the indenture of a trust.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations thereunder of
the IRS.

COMMITMENT -- either the Revolving Loan Commitment of a Lender, the
Swingline Commitment of Administrative Agent, or the Letter of Credit
Commitment of Letter of Credit Issuer.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Section 414(b) or (c) of the Code.

CONTRACT -- any contract, note, bond, indenture, deed, mortgage, deed of
trust, security agreement, pledge, hypothecation agreement, assignment, or
other agreement or undertaking, or any security.

COVERED PERSON -- defined in Section 2.3.

                                     ii


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<PAGE>

DEFAULT -- any of the events listed in Section 15.1 of this Agreement,
without giving effect to any requirement for the giving of notice, for the
lapse of time, or both, or for the happening of any other condition, event
or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity
and in certain other circumstances as provided in Section 4.10.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto
as Exhibit 10.

DOLLARS and the sign $ -- lawful money of the United States.

DEFAULTING LENDER -- is defined in Section 7.5.1.

EBITDA -- is defined in Section 14.1.

EFFECTIVE DATE -- the date when this Agreement is effective as provided in
Section 1.

ELIGIBLE ASSIGNEE -- means (i) a Lender; (ii) an Affiliate of a Lender; and
(iii) any other Person approved by Administrative Agent; provided, however,
that neither Borrower, any Covered Person, any Guarantor nor an Affiliate of
Borrower or Guarantor shall qualify as an Eligible Assignee.

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair
Labor Standards Act, or any other Law pertaining to the terms or conditions
of labor or safety in the workplace or discrimination or sexual harassment
in the workplace.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Clean Water Act, the Clean Air Act, or any other federal, state, or local
Law (excluding foreign and international law) pertaining to environmental
quality or remediation of Hazardous Material.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA AFFILIATE -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under 414(b), (c), (m) or
(o) of the Code or applicable Treasury Regulations.

EURODOLLAR ADVANCE -- an Advance that will become a Eurodollar Loan.

EURODOLLAR REVOLVING MARGIN -- is defined in Section 4.5.

EURODOLLAR LOAN -- any portion of an Aggregate Loan on which interest
accrues at the Adjusted Eurodollar Rate.

EURODOLLAR RATE -- for the applicable Interest Period therefor, the interest
rate per annum equal to the quotient of

         (i) the rate per annum (rounded upwards, if necessary, to the
         nearest 1/16 of 1%), as determined by Administrative Agent as
         appearing on the Dow Jones Market Page 3750 (or any successor page)
         as the London interbank offered rate for deposits in Dollars at
         approximately 11:00 a.m.

                                    iii


<PAGE>
<PAGE>

         (London time) two Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period.
         If for any reason such rate is not available, the term Eurodollar
         Rate shall mean, for any Eurodollar Loan for any Interest Period
         therefor, the rate per annum (rounded upwards, if necessary, to
         the nearest 1/16 of 1%) appearing on Reuters Screen LIBO Page as
         the London interbank offered rate for deposits in Dollars at
         approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period for a term comparable to such
         Interest Period (provided, however, if more than one rate is
         specified on Reuters Screen LIBO Page, the applicable rate shall
         be the arithmetic mean of all such rates (rounded upwards, if
         necessary, to the nearest 1/16 of 1%)),

                  divided by

         (ii) an amount equal to one minus the maximum rate (expressed as a
         decimal) at which reserves (including, without limitation, any
         marginal, special, supplemental, or emergency reserves) are
         required to be maintained under regulations issued from time to
         time by the FRB or any other Governmental Authority to which any
         Lender is subject (or any successor) against, including, in the
         case of Eurodollar Loans, Eurocurrency liabilities (as such term is
         used in Regulation D). Without limiting the effect of the
         foregoing, the reserve requirement shall reflect any other reserves
         required to be maintained by any Lender with respect to any
         category of liabilities which includes deposits by reference to
         which the Eurodollar Rate is to be determined, or any category of
         extensions of credit or other assets which include Eurodollar
         Loans. (The entire amount of a Eurodollar Loan shall be deemed to
         constitute a Eurocurrency liability and as such shall be deemed to
         be subject to such reserve requirements without benefit of credits
         for proration, exceptions or setoffs which may be available from
         time to time to any Lender under Regulation D.) The Eurodollar Rate
         shall be adjusted automatically on and as of the effective date of
         any change in any such reserve requirements.

EVENT OF DEFAULT -- any of the events listed in Section 15.1 of this
Agreement as to which any requirement for the giving of notice, for the
lapse of time, or both, or for the happening of any further condition, event
or act has been satisfied.

EXECUTION DATE -- the date when this Agreement has been executed.

EXISTING DEFAULT -- a Default which has occurred and is continuing, or an
Event of Default which has occurred, and which has not been waived in
writing by the Required Lenders, or all of the Lenders if required by
Section 19.2.

EXISTING INDEBTEDNESS -- means, collectively, (i) all Indebtedness and
obligations owing to UMB Bank, National Association, (ii) Commerce Bank,
N.A., (iii) Prudential Insurance Company of America, (iv) Nationwide Life
Insurance Company, (v) American United Life Insurance Company, (vi) Modern
Woodmen of America, and (vii) Aid Association for Lutherans.

EXISTING REIMBURSEMENT OBLIGATIONS -- means the face amount of the existing
letters of credit, which are identified by the issuing financial
institution, letter of credit number, face amount, and expiry, all as listed
on Exhibit 12.11.3 attached hereto.

FEDERAL FUNDS RATE -- for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published
by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided that (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such

                                     iv


<PAGE>
<PAGE>

transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate charged to Administrative Agent (in its individual
capacity) on such day on such transactions as determined by Administrative
Agent.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements
and the financial statements of Borrower required to be furnished to
Administrative Agent under Section 12.11 of this Agreement.

FIXED CHARGES -- is defined in Section 14.1.

FRB -- the Board of Governors of the Federal Reserve System and any
successor thereto or to the functions thereof.

FRONTING FEE -- the fee payable to Letter of Credit Issuer as required in
Section 5.4.

FUNDED INDEBTEDNESS -- is defined in Section 14.1.

GAAP -- those generally accepted accounting principles set forth in
Statements of the Financial Accounting Standards Board and in Opinions of
the Accounting Principles Board of the American Institute of Certified
Public Accountants or which have other substantial authoritative support in
the United States and are applicable in the circumstances, as applied on a
consistent basis.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or
is a member of the United Nations; any state of the United States; any local
Government or municipality within the territory or under the jurisdiction of
any of the foregoing; any department, agency, division, or instrumentality
of any of the foregoing; and any court, arbitrator, or board of arbitrators
whose orders or judgments are enforceable by or within the territory of any
of the foregoing.

GROUP -- as used in Regulation 13-D issued by the Securities and Exchange
Commission.

GUARANTOR -- each of the Persons required under this Agreement to execute
and deliver to Administrative Agent for the benefit of Lenders a guaranty of
part or all of the Loan Obligations. On the effective date, Angelica Textile
Services, Inc., a New York corporation, Angelica Textile Services, Inc., a
California corporation, Southern Service Company, a California corporation,
and Angelica Realty Co., a California corporation are each Guarantors and
have executed an unlimited Guaranty of all the Loan Obligations.

GUARANTY -- each guaranty of part (if acceptable to Administrative Agent) or
all of the Loan Obligations executed and delivered to Administrative Agent
for the benefit of Lenders by any Guarantor.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special
waste, material, substance or constituent thereof, or any other such
substance (as defined under any applicable Law or regulation), including any
asbestos or asbestos containing material. HAZARDOUS MATERIAL does not
include materials or products containing hazardous constituents which are
not considered to be waste under the applicable Environmental Law or which
are considered to be waste but are transported, handled or disposed of in
accordance with the applicable Environmental Law, or asbestos or asbestos
containing material which is not friable.

                                     v


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<PAGE>

HEALTHCARE DIVESTITURE -- means the sale of all of substantially all of the
assets associated with Borrower's healthcare manufacturing and marketing of
specialized uniforms business segment.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii)
to pay the deferred purchase price of property or services; (iii) to make
payments or reimbursements with respect to bank acceptances or to a factor;
(iv) to make payments or reimbursements with respect to letters of credit
whether or not there have been drawings thereunder; (v) with respect to
which there is any Security Interest in any property of such Person; (vi) to
make any payment or contribution to a Multi-Employer Plan; (vii) that is
evidenced by a note, bond, debenture or similar instrument; (viii) under any
conditional sale agreement or title retention agreement; or (ix) to pay
interest or fees with respect to any of the foregoing. INDEBTEDNESS also
includes any other Obligation that either (i) is non-contingent and
liquidated in amount or (ii) should under GAAP be included in liabilities
and not just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of
any Obligation of another Person; (b) any Security Interest in any property
of such Person that secures any Obligation of another Person; (c) any
enforceable contractual requirement that such Person (i) purchase an
Obligation of another Person or any property that is security for such
Obligation, (ii) advance or contribute funds to another Person for the
payment of an Obligation of such other Person or to maintain the working
capital, net worth or solvency of such other Person as required in any
documents evidencing an Obligation of such other Person, (iii) purchase
property, securities or services from another Person for the purpose of
assuring the beneficiary of any Obligation of such other Person that such
other Person has the ability to timely pay or discharge such Obligation,
(iv) grant a Security Interest in any property of such Person to secure any
Obligation of another Person, (v) otherwise assure or hold harmless the
beneficiary of any Obligation of another Person against loss in respect
thereof; (d) any Obligation arising from the endorsement by such Person of
an instrument; (e) any Obligation of such Person as a surety; and (f) any
other contractual requirement enforceable against such Person that has the
same substantive effect as any of the foregoing. The term INDIRECT
OBLIGATION does not, however, include the endorsement by a Person of
instruments for deposit or collection in the ordinary course of business or
the liability of a general partner of a partnership for Obligations of such
partnership. The amount of any Indirect Obligation of a Person shall be
deemed to be the stated or determinable amount of the Obligation in respect
of which such Indirect Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as
determined by such Person in good faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements (not including the
proforma financial statements) of Borrower referred to in Section 8.1.2.

INTEREST EXPENSE -- is defined in Section 14.1.

INTEREST HEDGE OBLIGATION -- any obligations of Borrower to Administrative
Agent or any Affiliate of Administrative Agent under an agreement or
agreements between Borrower and Administrative Agent or any Affiliate of
Administrative Agent under which the exposure of Borrower to fluctuations in
interest rates is effectively limited, whether in the form of one or more
interest rate cap, collar, or corridor agreements, interest rate swaps, or
the like, or options therefor.

INTEREST PERIOD -- the period during which a particular Adjusted Eurodollar
Rate applies to a Eurodollar Loan, as selected by Borrower as provided in
Section 4.7.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b)
stock, membership interest, or other equity interest in a Person, (c) a debt
instrument issued by a Person, whether or not convertible to stock,
membership interest, or other equity interest in such Person, or (d) any
other interest in or rights

                                    vi


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<PAGE>

with respect to a Person which include, in whole or in part, a right to
share, with or without conditions or restrictions, some or all of the
revenues or net income of such Person.

IRS -- the Internal Revenue Service.

LASALLE -- LaSalle Bank National Association.

LAW -- any statute, rule, regulation, order, judgment, award or decree of
any Governmental Authority.

LENDER -- any one of the lenders listed on Exhibit 3 to this Agreement,
including Administrative Agent in its capacity as a lender, or any Person
who takes an assignment from any of such lenders of all or a portion of its
rights and obligations as a lender under this Agreement pursuant to Section
18.4.1 and an Assignment and Acceptance as provided therein.

LENDERS' EXPOSURE -- the sum of the Aggregate Revolving Loan Commitment, the
Swingline Loan, and the Letter of Credit Exposure.

LETTER OF CREDIT -- any standby or commercial (documentary) letter of credit
issued by Letter of Credit Issuer pursuant to the Letter of Credit
Commitment and also including the UMB LCs.

LETTER OF CREDIT COMMITMENT -- the commitment of the Letter of Credit Issuer
to issue Letters of Credit as provided in Section 3.3.

LETTER OF CREDIT EXPOSURE -- the undrawn amount of all outstanding letters
of credit issued under the Letter of Credit Commitment, plus the undrawn
amount of all UMB LCs, plus all amounts drawn on any and all such letters of
credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and Lenders
(or UMB for the UMB LCs for the benefit of the Lenders) as required in
Section 5.3.

LETTER OF CREDIT ISSUER -- LaSalle, or any other Lender succeeding to
LaSalle's commitment to issue Letters of Credit pursuant to Section 3.3.

LOAN -- a Revolving Loan or a Swingline Loan.

LOAN AGREEMENT -- this Agreement.

LOAN DOCUMENTS -- this Agreement, the Notes, the Guaranties, any
reimbursement agreement between Borrower and the Letter of Credit Issuer,
and all other agreements, certificates, documents, instruments and other
writings executed from time to time in connection herewith or related
hereto.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Letter of Credit
Issuer, Administrative Agent or Lenders under the Loan Documents, whether as
principal, interest, fees or otherwise, all reimbursement obligations of
Borrower to Letter of Credit Issuer or Lenders with respect to the Letter of
Credit Exposure (including, without limitation, the UMB LCs), all
Obligations to Administrative Agent, and all other obligations and
liabilities of Borrower to Administrative Agent or Lenders under the Loan
Documents and all Interest Hedge Obligations (in each case including all
extensions, renewals, modifications, rearrangements, restructures,
replacements and refinancings of the foregoing, whether or not the same
involve modifications to interest rates or other payment terms), whether now
existing or hereafter created, absolute or contingent, direct or indirect,
joint or several, secured or unsecured, due or not due, contractual or
tortious, liquidated or unliquidated, arising by operation of law or
otherwise,

                                    vii


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<PAGE>

including but not limited to the obligation of Borrower to repay future
advances by Administrative Agent or Lenders hereunder, whether or not made
pursuant to commitment and whether or not presently contemplated by
Borrower, Administrative Agent or Lenders in the Loan Documents.

LOAN YEAR -- means a twelve month period beginning on the Effective Date (or
an annual anniversary thereof).

LOCAL TIME -- the local time in the city in which Administrative Agent's
address is located, as set forth on the signature page hereto (as changed
from time to time in accordance with the terms hereof).

MARGIN -- Base Rate Revolving Margin or Eurodollar Revolving Margin.

MATERIAL ADVERSE EFFECT -- as to Borrower or any Covered Person and with
respect to any event or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, investigation or proceeding),
material adverse effect on (i) the business, operations, revenues, financial
condition, property, or business prospects of the Covered Persons taken as a
whole, (ii) the value of its assets taken as a whole, (iii) the validity or
enforceability of the Loan Documents, (iv) the ability of any Covered Person
to timely pay or perform such Covered Person's Obligations generally as they
become due, (v) in the case of Borrower specifically, the ability of
Borrower to pay or perform any of Borrower's Obligations to Lender, or (vi)
in the case of a Guarantor specifically, the ability of such Guarantor to
pay or perform any of its Obligations under the terms of its Guaranty.

MATERIAL AGREEMENT -- as to any Person, any Contract to which such Person is
a party or by which such Person is bound which, if violated or breached, has
or is reasonably likely to have a Material Adverse Effect on such Person,
any Covered Person or any Guarantor, including without limitation all
Acquisition Documents.

MATERIAL LAW -- any separately enforceable provision of a Law whose
violation by a Person has or is reasonably likely to have a Material Adverse
Effect on such Person or any Covered Person or any Guarantor.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or
consent from a Governmental Authority or other Person and any registration
and filing with a Governmental Authority or other Person which if not
obtained, held or made by such Covered Person has or is reasonably likely to
have a Material Adverse Effect on such Covered Person or any other Covered
Person or any Guarantor, and (ii) as to any Person who is a party to this
Agreement or any of the other Loan Documents, any license, permit or consent
from a Governmental Authority or other Person and any registration or filing
with a Governmental Authority or other Person that is necessary for the
execution or performance by such party, or the validity or enforceability
against such party, of this Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person which
if not fully and timely paid or performed has or is reasonably likely to
have a Material Adverse Effect on such Person or any Covered Person or any
Guarantor.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by
or before any Governmental Authority (i) which involves any of the Loan
Documents or any of the transactions contemplated thereby, or involves a
Covered Person or a Guarantor as a party or any property of Covered Person
or a Guarantor, and has or is reasonably likely to have a Material Adverse
Effect on a Covered Person or a Guarantor if adversely determined, (ii) in
which there has been issued an injunction, writ, temporary restraining order
or any other order of any nature which purports to restrain or enjoin the
making of any Advance, the consummation of any other transaction
contemplated by the Loan

                                    viii


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<PAGE>

Documents, or the enforceability of any provision of any of the Loan
Documents, (iii) which involves the actual or alleged breach or violation by
a Covered Person of, or default by a Covered Person under, any Material
Agreement, or (iv) which involves the actual or alleged violation by a
Covered Person or any Guarantor of any Material Law.

MATURITY -- as to any Indebtedness, the time when it becomes payable in
full, whether at a regularly scheduled time, because of acceleration or
otherwise.

MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for
Revolving Loan Advances on any date as limited in Section 3.1.2, as it may
be changed as provided herein.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan
as defined in Section 4001(a)(3) of ERISA.

NON-HEALTHCARE DIVESTITURE -- means the sale of all of substantially all of
the assets associated with Borrower's non-healthcare manufacturing and
marketing of specialized uniforms business segment.

NOTE -- any Revolving Note or the Swingline Note.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any
guaranty by such Person of any Indebtedness of another Person, and any
contractual requirement enforceable against such Person that does not
constitute Indebtedness of such Person or a guaranty by such Person but
which would involve the expenditure of money by such Person if complied with
or enforced.

OBLIGATIONS TO ADMINISTRATIVE AGENT -- exclusive of all the Loan
Obligations, all of Borrower's Indebtedness owing to Administrative Agent
(whether as principal, interest, fees or otherwise), all obligations of
Borrower under agreements between Borrower and Administrative Agent under
which the exposure of Borrower to fluctuations in interest rates is
effectively limited, whether in the form of interest rate cap, collar or
corridor agreements, interest rate swaps, or the like, or options therefor,
all Indirect Obligations of Borrower owing to Administrative Agent, all
reimbursement obligations of Borrower to Administrative Agent with respect
to letters of credit, and all other obligations and liabilities of Borrower
to Administrative Agent including all extensions, renewals, modifications,
rearrangements, restructures, replacements and refinancings of the
foregoing, whether or not the same involve modifications to interest rates
or other payment terms), whether now existing or hereafter created, absolute
or contingent, direct or indirect, joint or several, secured or unsecured,
due or not due, contractual or tortious, liquidated or unliquidated, arising
by operation of law or otherwise, or acquired by Administrative Agent
outright, conditionally or as collateral security from another, including
the obligation of Borrower to repay future advances by Administrative Agent,
whether or not made pursuant to commitment and whether or not presently
contemplated by Borrower and Administrative Agent.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered
by Title I of ERISA and all other benefit plans, in each case in respect of
which a Covered Person or a Commonly Controlled Entity of such Covered
Person is an employer as defined in Section 3(5) of ERISA.

PERMITTED ACQUISITIONS -- any acquisition by Borrower or a Covered Person of
stock, membership interests, or other equity interests of another Person or
the assets of another Person permitted under Section 13.5.

                                    ix


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<PAGE>

PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under
Section 13.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is
permitted under Section 13.3 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that Borrower is permitted under
Section 13.1 to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is
permitted under Section 13.4 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental
Authority, or other organization in any form that has the legal capacity to
sue or be sued. If the context so implies or requires, the term Person
includes Borrower.

PRIME RATE -- on any day, the rate of interest per annum then most recently
established by Administrative Agent as its Prime Rate. Such rate is a
general reference rate of interest, may not be related to any other rate,
and may not be the lowest or best rate actually charged by Administrative
Agent to any customer or a favored rate and may not correspond with future
increases or decreases in interest rates charged by other lenders or market
interest rates in general.

PROFORMA FINANCIAL STATEMENTS -- the proforma financial statements referred
to in Section 8.1.2.

REDEMPTION/DISTRIBUTION -- is defined in Section 13.7.

REGULATION D, REGULATION T, REGULATION U and REGULATION X -- respectively,
Regulation D issued by the FRB, Regulation T issued by the FRB, Regulation U
issued by the FRB and Regulation X issued by the FRB.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or
the regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by
any Covered Person with respect to itself and any other Covered Persons in
Section 10, and the representations and warranties made in any other Loan
Document or certificate, report, opinion or other document delivered by
Borrower, any Guarantor, or any other Covered Person pursuant to the Loan
Documents, as such representations and warranties are modified from time to
time as provided in Section 11.

REQUIRED LENDERS -- defined in Section 2.4.

RESPONSIBLE OFFICER -- as to any Person that is not an individual,
partnership, limited liability company or trust, the Chairman of the Board
of Directors, the President, the chief executive officer, the chief
operating officer, the Chief Financial Officer, the Treasurer, any Assistant
to the Treasurer, or any Vice President in charge of a principal business
unit; as to any partnership, any individual who is a general partner thereof
or any individual who has general management or administrative authority
over all or any principal unit of the partnership's business; as to any
limited liability company, any managing member, or manager, any individual
who has general management or administrative authority over all or any
principal unit of the limited liability company's business; and as to any
trust, any individual who is a trustee.

REVOLVING LOAN -- any Lender's pro-rata share of the Aggregate Revolving
Loan.

                                     x


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<PAGE>

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of each Lender as stated in
Section 3.1.1. to fund Revolving Loan Advances.

REVOLVING LOAN MATURITY DATE -- the date when Borrower must repay the amount
of Aggregate Revolving Loan then outstanding as provided in Section 6.1.2.

REVOLVING LOAN UNUSED FEE -- the fee described in Section 5.2.

REVOLVING NOTE -- any note delivered to a Lender as required by Section
3.1.3 to evidence Borrower's obligation to repay such Lender's Revolving
Loan.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto that secures an Obligation or
Indirect Obligation, whether such interest or right is created under a
Contract, or by operation of law or statute (such as but not limited to a
statutory lien for work or materials), or as a result of a judgment, or
which arises under any form of preferential or title retention agreement or
arrangement (including a conditional sale agreement or a lease) that has
substantially the same economic effect as any of the foregoing; provided
however, that the term "Security Interest" is not intended to include a
notice filing by a lessor regarding ownership of property subject to a true
operating lease so long as such notice filing or any related agreement does
not contain a grant of a lien or security interest and does not cover
property or assets not subject to such true operating lease.

SELLER -- any Person who is a party to any Permitted Acquisition other than
Borrower or a Covered Person.

SMALL PERMITTED ACQUISITIONS -- is defined in Section 13.5.

SOLVENT -- as to any Person, such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 3 of the Illinois Uniform
Fraudulent Transfer Act set forth in Section 160/3 of the Illinois Compiled
Statutes (1996) (the "Illinois UFTA"), (ii) such Person not having
unreasonably small capital, within the meaning of Section 548 of the
Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the Illinois UFTA,
and (iii) such Person not being unable to pay such Person's debts as they
become due within the meaning of Section 548 of the Bankruptcy Code, Section
4 of the UFTA, or Section 5 of the Illinois UFTA.

STOCK DIVIDEND -- is defined in Section 13.7.

SUBSIDIARY -- as to any Person, another Person with respect to which more
than 40% of the outstanding shares of stock or other equity interests of
each class having ordinary voting power (other than stock having such power
only by reason of the happening of a contingency) is at the time owned by
such Person or by one or more Subsidiaries of such Person.

SURVIVING COMPANY -- as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon
the consummation thereof, or (ii) the survivor of the merger of an Acquiring
Company with the Target Company in a Permitted Acquisition upon the
consummation thereof.

                                    xi


<PAGE>
<PAGE>

SWINGLINE ADVANCE -- an advance by Administrative Agent to Borrower under
the Swingline Commitment.

SWINGLINE COMMITMENT -- the commitment of Administrative Agent as stated in
Section 3.2.1 to make Swingline Advances.

SWINGLINE LOAN -- the from time to time outstanding principal balance of all
Swingline Advances.

TARGET COMPANY -- the Person whose assets or stock, membership interests, or
other equity interests will be acquired in a Permitted Acquisition upon the
consummation thereof, or if applicable, with which an Acquiring Company will
merge in a Permitted Acquisition upon the consummation thereof.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge 1evied by a Governmental
Authority (and all liabilities associated therewith) on the income or
property of such Person, including any interest or penalties thereon, and
which is payable by such Person.

THIS AGREEMENT -- this document (including every document that is stated
herein to be an appendix, exhibit or schedule hereto, whether or not
physically attached to this document).

UCC -- the Uniform Commercial Code as in effect from time to time in the
State of Illinois or such other similar statute as in effect from time to
time in Illinois or any other appropriate jurisdiction.

UMB -- UMB Bank, National Association, and its successors and assigns.

UMB LCS -- is defined in Section 3.4.

UNITED STATES -- when used in a geographical sense, all the states of the
United States of America and the District of Columbia; and when used in a
legal jurisdictional sense, the government of the country that is the United
States of America.

UPFRONT FEE -- the fee payable to Administrative Agent as required in
Section 5.1.

WAGE AND HOUR LAWS -- the Davis-Bacon Act, the Service Contract Act, the
Contract Work Hours & Safety Standards Act and any other federal Law
governing wage compensation or hours of work.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.

                                    xii


<PAGE>
<PAGE>

<TABLE>
                                      EXHIBIT 3
                                      ---------

                      LENDERS' COMMITMENTS AND PRO-RATA SHARES

<CAPTION>
-------------------------------------------------------------------------------------------
                                                       REVOLVING LOAN          PRO-RATA
         LENDER                   TOTALS                 COMMITMENT             SHARES
-------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                  <C>
LaSalle Bank National         $30,000,000.00           $30,000,000.00        42.857142858%
Association
-------------------------------------------------------------------------------------------
UMB Bank, National            $20,000,000.00           $20,000,000.00        28.571428571%
Association
-------------------------------------------------------------------------------------------
Wells Fargo Bank, N.A.        $20,000,000.00           $20,000,000.00        28.571428571%
-------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
AGGREGATES                    $70,000,000.00           $70,000,000.00       100.000000000%
-------------------------------------------------------------------------------------------
</TABLE>

                                     i



<PAGE>
<PAGE>

                                EXHIBIT 7.10
                           FORM OF ADVANCE REQUEST

Renne Marion
LaSalle Bank National Association, as Administrative Agent
135 S. LaSalle
Chicago, IL  60603

Via Fax Transmission: (312) 904-4448

Dear Renee:

Please effect the following transactions under our Loan Agreement dated as
of May 30, 2002, as amended from time to time. All movement of funds should
take place through our DDA #            .
                             -----------

           REVOLVER
 ----------

     Base Rate Option (12:00 noon same day notification)
           Effective Date:
                                      ---------------
           Current Balance:
                                      ---------------
           Advance/(Payment) Amt:                   (min. $500,000)
                                      ---------------
           Ending Balance:
                                      ---------------

     Swing Line (12:00 noon same day notification) (BASE RATE ONLY)
           Effective Date:
                                      ---------------
           Current Balance:
                                      ---------------
           Advance/(Payment) Amt:                    (min. $500,000)
                                      ---------------
           Ending Balance:
                                      ---------------

     Eurodollar Rate Option 12:00 noon 3 business days notification -
       limit 5 Interest Periods
           Effective Date:
                                      ---------------
           Maturing Amount:
                                      ---------------
           Increase/(Decrease) Amt:                  (increments: $500,000)
                                      ---------------
           Conversion from/(to) Prime:
                                      ---------------
           New Eurodollar Amount:                    (min: $1,000,000)
                                      ---------------
           Interest Period:                          (30, 60, 90, or 180 days)
                                      ---------------
           Maturity Date:             to be set by Bank
           All-In Rate:               to be set by Bank


Sincerely,

Angelica Corporation


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



<PAGE>
<PAGE>

                                EXHIBIT 8.1.1
                       DOCUMENTS AND REQUIREMENTS LIST


DELIVER AND/OR EXECUTE ON EXECUTION DATE

1)  Loan Agreement, together with all exhibits and schedules (including the
    Disclosure Schedule)

2)  $30,000,000 Revolving Note payable to LaSalle Bank National Association

3)  $20,000,000 Revolving Note payable to UMB Bank, National Association

4)  $20,000,000  Revolving Note payable to Wells Fargo Bank, N.A.

5)  $5,000,000 Swingline Note payable to LaSalle Bank National Association

6)  Guaranty executed by Angelica Textile Services, Inc., a New York
    corporation, Angelica Textile Services, Inc., a California corporation,
    Southern Service Company, a California corporation, and Angelica Realty
    Co., a California corporation.

7)  Borrower's Closing Certificate.

8)  Solvency Certificate for Borrower.

9)  Notice of Borrowing/Disbursement Letter signed by Borrower.

10) Master Letter of Credit Agreement (LaSalle Bank standard form).

11) Payoff letter from:

    a)  Commerce Bank, N.A.,
    b)  United Missouri Bank, N.A.,
    c)  Prudential Insurance Company of America,
    d)  Nationwide Life Insurance Company,
    e)  American United Life Insurance Company,
    f)  Modern Woodmen of America, and
    g)  Aid Association for Lutherans.

12) Legal Opinion of ThompsonCoburn, Borrower's and each Guarantors' counsel.

13) Current Insurance Certificates for Borrower and each Covered Person
    evidencing that Borrower and each Covered Person has in force
    insurance meeting the applicable requirements of the Loan Agreement,
    showing LaSalle Bank National Association, as administrative agent
    for itself and the other lenders, as additional insured on all
    liability policies.

14) Secretary's Certificate (certifying resolutions, Articles or Certificate
    of Incorporation, Bylaws and Incumbency) for Borrower.

15) Secretary's Certificate (certifying resolutions, Articles or Certificate
    of Incorporation, Bylaws and Incumbency) for Angelica Textile Services,
    Inc., a New York corporation.

                                     i


<PAGE>
<PAGE>

16) Secretary's Certificate (certifying resolutions, Articles or Certificate
    of Incorporation, Bylaws and Incumbency) for Angelica Textile Services,
    Inc., a California corporation.

17) Secretary's Certificate (certifying resolutions, Articles or Certificate
    of Incorporation, Bylaws and Incumbency) for Southern Service Company, a
    California corporation.

18) Secretary's Certificate (certifying resolutions, Articles or Certificate
    of Incorporation, Bylaws and Incumbency) for Angelica Realty Co., a
    California corporation.

19) Good Standing Certificates for Borrower from the Secretary of State of
    Missouri.

20) Good Standing Certificates for Angelica Textile Services, Inc., a New
    York corporation from the Secretary of State of New York.

21) Good Standing Certificates for Angelica Textile Services, Inc., a
    California corporation from the Secretary of State of California.

22) Good Standing Certificates for Southern Service Company, a California
    corporation from the Secretary of State of California.

23) Good Standing Certificates for Angelica Realty Co., a California
    corporation from the Secretary of State of California.

24) Initial Compliance Certificate for the financial covenants in Sections
    14.3 and 14.4 but not Section 14.2 (pro-forma as the close of the fiscal
    quarter closest to April 30, 2002).

25) UCC, tax lien, judgment lien, and pending suit searches for the
    following:

    a) ANGELICA CORPORATION
       i)   Secretary of State of Missouri
       ii)  St. Louis County, Missouri
       iii) City of St. Louis, Missouri

    b) ANGELICA TEXTILE SERVICES, INC. (UCC ONLY)
       i)   Secretary of State of New York
       ii)  Secretary of State of California

    c) SOUTHERN SERVICE COMPANY (UCC ONLY)
       i)   Secretary of State of California

    d) ANGELICA REALTY CO. (UCC ONLY)
       i)   Secretary of State of California

26) Current Financial Statements


                                     ii


<PAGE>
<PAGE>

                                 EXHIBIT 10

                       DISCLOSURE SCHEDULE OF BORROWER







                                     i



<PAGE>
<PAGE>


                               EXHIBIT 12.11

                       FORM OF COMPLIANCE CERTIFICATE

TO:      LaSalle Bank National Association, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Loan
Agreement effective May 30, 2002 (as it may be amended, modified, restated
or replaced from time to time, the Loan Agreement), among Angelica
Corporation, a Missouri corporation (Borrower), LaSalle Bank National
Association, as Administrative Agent for itself and the other Lenders
(Administrative Agent) and the Lenders as defined in the Loan Agreement
(Lenders). Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings defined in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.       I am the [CHIEF FINANCIAL OFFICER] [TREASURER] of Borrower.

         2.       I have reviewed the terms of the Loan Agreement and the
                  Loan Documents and I have made, or have caused to be made
                  under my supervision, a review of the transactions and
                  conditions of Borrower and each other Covered Person
                  during the accounting period covered by the attached
                  Financial Statements.

         3.       The examinations described in paragraph 2 did not
                  disclose, and I have no knowledge of, the existence of any
                  condition or event which constitutes an Default or Event
                  of Default as of the date of this Compliance Certificate;
                  and to my knowledge all of the Representations and
                  Warranties (including those of each Guarantor in its
                  Guaranty) are true.

         4.       <Use for annual financial statements: Schedule I attached
                  hereto contains the Financial Statements for Borrower for
                  the fiscal year ended _____, which are complete and
                  correct in all material respects and have been prepared in
                  accordance with GAAP applied consistently throughout the
                  period and with prior periods (except as disclosed
                  therein).>

                  <quarterly financial statements: Schedule I attached
                  hereto contains the Financial Statements for Borrower for
                  the fiscal quarter ended _____, which are complete and
                  correct in all material respects (subject to normal
                  year-end audit adjustments) and have been prepared
                  consistent with GAAP applied consistently throughout the
                  period and with prior periods (except as disclosed
                  therein).>

         5.       Borrower and every other Covered Person is in compliance
                  with all of the covenants in the Loan Agreement, including
                  the financial covenants in Section 14, and Schedule II
                  attached hereto contains calculations based on Borrower's
                  financial statements and other financial records that show
                  Borrower's compliance with such financial covenants. The
                  calculations and the data upon which they are based are
                  believed by me to be complete and correct.



<PAGE>
<PAGE>



This Compliance Certificate, together with the Schedules hereto, is executed
and delivered this      day of
                   ----        ---------------------.

                                  Angelica Corporation, a Missouri corporation

                                  By:
                                     -----------------------------------------
                                  Print Name:
                                             ---------------------------------
                                  Title:
                                        --------------------------------------

                                     ii



<PAGE>
<PAGE>


                    SCHEDULE I TO COMPLIANCE CERTIFICATE
                    ------------------------------------

                      See current Financial Statements.

                    SCHEDULE II TO COMPLIANCE CERTIFICATE
                    -------------------------------------


               All calculations done in accordance with GAAP on a
consolidated basis, in accordance with the provisions of the Loan Agreement
and based on the period ended                   . Any inconsistencies
                              ------------------
between the descriptions of the items set forth in this Schedule II and the
terms of any of Sections 14.1 through 14.4 shall be resolved in favor of the
terms set forth in Sections 14.1 through 14.4. Reference should be made to
Sections 14.1 through 14.4 of the Loan Agreement for more specific
instructions regarding the calculation periods and how the components of the
financial covenants should be calculated.

NOTE: BORROWER SHALL ALSO INCLUDE THE CALCULATION NECESSARY FOR THE
CALCULATIONS IN SECTION 4.6 AND SECTION 5.2.

<TABLE>
<S>                                                                             <C>
I.   EBITDA AND EBITDAR (for preceding four fiscal quarters):

         (i)     Net Income                                                     $
                                                                                 ---------
         (ii)    Federal, State and Local Income Tax expense accrued
                 for as a liability                                             $
                                                                                 ---------
         (iii)   Interest Expense                                               $
                                                                                 ---------
         (iv)    Amortization of goodwill and other intangible assets
                 and depreciation expense taken or accrued for in
                 such period, without duplication                               $
                                                                                 ---------
         (v)     Extraordinary non-cash losses in such period incurred
                 or accrued for in such period, without duplication             $
                                                                                 ---------
         (vi)    Prepayment Penalty on Existing Indebtedness                    $
                                                                                 ---------
         (vii)   Losses from Discontinued Operations                            $
                                                                                 ---------
         (viii)  Sum of Items (i), (ii), (iii), (iv), (v), (vi) and (vii)       $
                                                                                 ---------
         (ix)    Extraordinary income/gain in such period incurred
                 or accrued for in such period, without duplication             $
                                                                                 ---------
         (x)     Income from Discontinued Operations                            $
                                                                                 ---------
         (xi)    Item (viii) minus Items (ix) and (x) EBITDA                    $
                                                                                 ---------
         (xii)   EBITDAR: sum of Item (viii) plus rental expense
                 minus the sum of Items (ix) and (x)                            $
                                                                                 ---------

II.  MINIMUM FIXED CHARGES COVERAGE (SECTION 14.2)

     A.  EBITDAR for preceding four fiscal quarters per Item I                  $
                                                                                 ---------

     B.  Fixed Charges for preceding four fiscal quarters:

         1.      Interest Expense                                               $
                                                                                 ---------
         2.      Sum of all scheduled principal payments on long term
                 Indebtedness of Borrower                                       $
                                                                                 ---------


                                     i


<PAGE>
<PAGE>

         3.      Federal, State and Local Income Taxes expense paid             $
                                                                                 ---------
         4.      Stock Dividends and Redemptions/Distributions
                 paid or accrued for, without duplication                       $
                                                                                 ---------
         5.      For each fiscal quarter (which represents a
                 pre-agreed to amount of maintenance capital
                 expenditures)                                                  $2,000,000
         6.      Rental expense
         7.      FIXED CHARGES (Sum of items 1 through 7)                       $
                                                                                 ---------

     C.  Ratio of Item A to Item B.5.                                                 :1.0
                                                                                   ---

     D.  Minimum Ratio required by Section 14.2 for such period                       :1.0
                                                                                   ---

III. FUNDED INDEBTEDNESS TO EBITDA (SECTION  14.3)


     A.  Funded Indebtedness as of any date                                     $
                                                                                 ---------

     B.  EBITDA for preceding four fiscal quarters per Item I                   $
                                                                                 ---------

     C.  Ratio of Item A to Item B                                              $
                                                                                 ---------

     D.  Maximum Ratio of Funded Indebtedness
         to EBITDA permitted by Section 14.3                                          :1.0
                                                                                   ---

IV.  MINIMUM NET WORTH (SECTION 14.4)

     A.  Actual Net Worth                                                       $
                                                                                 ---------

     B.  Minimum Net Worth Required by Section 14.4:
         $112,600,000 plus an aggregate amount equal
                      ----
         to 50% of quarterly Net Income (but only if a
         positive number, and with no reduction for losses)
         for each completed fiscal quarter of Borrower
         beginning with the fiscal quarter ended                                $
                                                 ---------                       ---------

V.   PERMITTED ACQUISITIONS (SECTION 13.5)

     A.  Aggregate Purchase Price of all Acquisitions
         since Effective Date                                                   $
                                                                                 ---------

     B.  Aggregate Purchase Price of Permitted Acquisitions in
         current Loan Year with negative EBITDA                                 $
                                                                                 ---------

         "purchase price" includes, without limitation, any deferred
         purchase price, seller notes, assumed Indebtedness, or
         similar items.
</TABLE>

                                     ii


<PAGE>
<PAGE>

                               EXHIBIT 12.11.3

               STATEMENT OF EXISTING REIMBURSEMENT OBLIGATIONS

                                     i


<PAGE>
<PAGE>

                               EXHIBIT 18.4.1


                                    FORM

                          ASSIGNMENT AND ACCEPTANCE
                         DATED: ___________, ______

         Loan Agreement effective May 30, 2002 (as it may be amended,
modified, restated or replaced from time to time, the Loan Agreement) among
Angelica Corporation, a Missouri corporation (Borrower), LaSalle Bank
National Association, as Administrative Agent for itself and the other
Lenders (Administrative Agent), and the Lenders as defined in the Loan
Agreement (Lenders). Terms defined in the Loan Agreement are used herein
with the same meaning.

The Assignor and the Assignee referred to on Schedule 1 agree as follows:

1.       The Assignor hereby sells and assigns to the Assignee, without
         recourse and without representation or warranty except as expressly
         set forth herein, and the Assignee hereby purchases and assumes
         from the Assignor, an interest in and to the Assignor's rights and
         obligations under the Loan Agreement and the other Loan Documents
         as of the date hereof equal to the percentage interest specified on
         Schedule 1 of all outstanding rights and obligations under the Loan
         Agreement and the other Loan Documents. After giving effect to such
         sale and assignment, the Assignee's Commitment and the amount of
         the Loans owing to the Assignee will be as set forth on Schedule 1.

2.       The Assignor (i) represents and warrants that it is the legal and
         beneficial owner of the interest being assigned by it hereunder and
         that such interest is free and clear of any adverse claim; (ii) makes
         no representation or warranty and assumes no responsibility with
         respect to any statements, warranties or representations made in or in
         connection with the Loan Documents or the execution, legality,
         validity, enforceability, genuineness, sufficiency or value of the Loan
         Documents or any other instrument or document furnished pursuant
         thereto; (iii) makes no representation or warranty and assumes no
         responsibility with respect to the financial condition of any Covered
         Person or the performance or observance by any Covered Person of any of
         its obligations under the Loan Documents or any other instrument or
         document furnished pursuant thereto; and (iv) attaches the Note (s)
         held by the Assignor and requests that Administrative Agent exchange
         such Note (s) for new Note (s) payable to the order of the Assignee in
         an amount equal to the Commitment assumed by the Assignee pursuant
         hereto and to the Assignor in an amount equal to the Commitment
         retained by the Assignor, if any, as specified on Schedule 1.

3.       The Assignee (i) confirms that it has received a copy of the Loan
         Agreement, together with copies of the financial statements referred to
         in Section thereof and such other documents and information as it has
         deemed appropriate to make its own credit analysis and decision to
         enter into this Assignment and Acceptance; (ii) agrees that it will,
         independently and without reliance upon Administrative Agent, the
         Assignor or any other Lender and based on such documents and
         information as it shall deem appropriate at the time, continue to make
         its own credit decisions in taking or not taking action under the Loan
         Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
         appoints and authorizes Administrative Agent to take such action as
         agent on its behalf and to exercise such powers and discretion under
         the Loan Agreement as are delegated to Administrative Agent by the
         terms thereof, together with such powers and discretion as are
         reasonably incidental thereto; (v) agrees that it will perform in
         accordance with their terms all of

                                     i


<PAGE>

         the obligations that by the terms of the Loan Agreement are required
         to be performed by it as a Lender; and (vi) attaches any U.S. Internal
         Revenue Service or other forms required under Section   .

4.       Following the execution of this Assignment and Acceptance, it will
         be delivered to Administrative Agent for acceptance and recording
         by Administrative Agent. The effective date for this Assignment and
         Acceptance (the Effective Date) shall be the date of acceptance
         hereof by Administrative Agent, unless otherwise specified on
         Schedule 1.

5.       Upon such acceptance and recording by Administrative Agent, as of
         the Effective Date, (i) the Assignee shall be a party to the Loan
         Agreement and, to the extent provided in this Assignment and
         Acceptance, have the rights and obligations of a Lender thereunder
         and (ii) the Assignor shall, to the extent provided in this
         Assignment and Acceptance, relinquish its rights and be released
         from its obligations under the Loan Agreement.

6.       Upon such acceptance and recording by Administrative Agent, from
         and after the Effective Date, Administrative Agent shall make all
         payments under the Loan Agreement and the Notes in respect of the
         interest assigned hereby (including, without limitation, all
         payments of principal, interest and commitment fees with respect
         thereto) to the Assignee. The Assignor and Assignee shall make all
         appropriate adjustments in payments under the Loan Agreement and
         the Notes for periods prior to the Effective Date directly between
         themselves.

7.       This Assignment and Acceptance shall be governed by, and construed
         in accordance with, the laws of the State of Illinois.

8.       This Assignment and Acceptance may be executed in any number of
         counterparts and by different parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be
         an original and all of which taken together shall constitute one
         and the same agreement. Delivery of an executed counterpart of
         Schedule 1 to this Assignment and Acceptance by telecopier shall be
         effective as delivery of a manually executed counterpart of this
         Assignment and Acceptance.

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their
officers thereunto duly authorized as of the date specified thereon.

                                     ii


<PAGE>
<PAGE>


                                 SCHEDULE 1
                                     to
                          ASSIGNMENT AND ACCEPTANCE


Percentage interest assigned:                          %
                                              ---------

Assignee's Commitment:                        $
                                               --------

Aggregate outstanding principal
 amount of Loans assigned:                    $
                                               --------

Principal amount of Note payable to Assignee: $
                                               --------

Principal amount of Note payable to Assignor: $
                                               --------

Effective Date (if other than date of
 acceptance by Administrative Agent):       *                     ,
                                                ------------------  --------

                                            [NAME OF ASSIGNOR], as Assignor



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

                                            Dated:                 ,
                                                  -----------------  ----------


                                            [NAME OF ASSIGNEE], as Assignee


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

                                            Applicable Lending Office:



                                    iii


<PAGE>
<PAGE>

<FN>
*This date should be no earlier than five Business Days after the delivery
of this Assignment and Acceptance to Administrative Agent.

Accepted [and Approved]
This     day of                 ,
     ---        ----------------  -------

LaSalle Bank National Association, as Administrative Agent



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




Accepted [and Approved]**
This     day of                 ,
     ---        ----------------  -------

                , for itself and each of the Borrower
----------------


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


<FN>
**Approval of Borrower required only if there is no Existing Default.


                                     iv



</TEXT>
</DOCUMENT>
