U.S. REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

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Title: U.S. REVOLVING CREDIT AGREEMENT
Governing Law: Georgia Date: 3/31/2005
Industry: Communications Equipment Law Firm: SunTrust Bank Sector: Technology

U.S. REVOLVING CREDIT AGREEMENT, Parties: ems technologies inc , suntrust capital markets inc

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EXHIBIT 4.3

U.S. REVOLVING CREDIT AGREEMENT

DATED AS OF DECEMBER 10, 2004

AMONG

EMS TECHNOLOGIES, INC.,

THE LENDERS FROM TIME TO TIME PARTY HERETO

AND

SUNTRUST BANK

AS ADMINISTRATIVE AGENT

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

SUNTRUST ROBINSON HUMPHREY

(A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.)

AS LEAD ARRANGER

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TABLE OF CONTENTS

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U.S. REVOLVING CREDIT AGREEMENT................................................................... 2

ARTICLE I DEFINITIONS; CONSTRUCTION..................................................... 2

SECTION 1.1. DEFINITIONS................................................................... 2

SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS....................................... 24

SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION............................................ 24

SECTION 1.4. TERMS GENERALLY; RULES OF INTERPRETATION...................................... 25

ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS........................................... 25

SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES............................................. 25

SECTION 2.2. REVOLVING LOANS............................................................... 26

SECTION 2.3. PROCEDURE FOR REVOLVING BORROWINGS............................................ 26

SECTION 2.4. SWINGLINE COMMITMENT.......................................................... 26

SECTION 2.5. PROCEDURE FOR SWINGLINE BORROWING; ETC........................................ 27

SECTION 2.6. INCREASE OF REVOLVING COMMITMENTS............................................. 28

SECTION 2.7. [RESERVED.]................................................................... 29

SECTION 2.8. [RESERVED].................................................................... 29

SECTION 2.9. FUNDING OF BORROWINGS......................................................... 29

SECTION 2.10. INTEREST ELECTIONS; CONVERSIONS; CONTINUATIONS................................ 30

SECTION 2.11. TERMINATION OF COMMITMENTS.................................................... 31

SECTION 2.12. REPAYMENT OF LOANS............................................................ 31

SECTION 2.13. EVIDENCE OF INDEBTEDNESS...................................................... 31

SECTION 2.14. OPTIONAL AND MANDATORY PREPAYMENTS............................................ 32

SECTION 2.15. INTEREST ON LOANS............................................................. 34

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SECTION 2.16. FEES.......................................................................... 35

SECTION 2.17. EFFECTIVE DATE FOR ADJUSTMENT TO APPLICABLE PERCENTAGE AND APPLICABLE

MARGIN........................................................................ 36

SECTION 2.18. COMPUTATION OF INTEREST AND FEES.............................................. 36

SECTION 2.19. INABILITY TO DETERMINE INTEREST RATES......................................... 36

SECTION 2.20. ILLEGALITY.................................................................... 37

SECTION 2.21. INCREASED COSTS............................................................... 37

SECTION 2.22. FUNDING INDEMNITY............................................................. 38

SECTION 2.23. TAXES......................................................................... 39

SECTION 2.24. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS................... 40

SECTION 2.25. MITIGATION OF OBLIGATIONS; REPLACEMENT OF LENDERS............................. 42

SECTION 2.26. LETTERS OF CREDIT............................................................. 43

ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT........................... 47

SECTION 3.1. CONDITIONS TO EFFECTIVENESS................................................... 47

SECTION 3.2. EACH CREDIT EVENT............................................................. 51

SECTION 3.3. DELIVERY OF DOCUMENTS......................................................... 52

ARTICLE IV REPRESENTATIONS AND WARRANTIES................................................ 52

SECTION 4.1. EXISTENCE; POWER.............................................................. 52

SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION........................................... 52

SECTION 4.3. GOVERNMENTAL APPROVALS AND THIRD PARTY APPROVALS.............................. 52

SECTION 4.4. FINANCIAL STATEMENTS.......................................................... 53

SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS.......................................... 53

SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS........................................... 54

SECTION 4.7. INVESTMENT COMPANY ACT, ETC................................................... 54

SECTION 4.8. TAXES......................................................................... 54

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SECTION 4.9. MARGIN REGULATIONS............................................................ 54

SECTION 4.10. ERISA......................................................................... 54

SECTION 4.11. OWNERSHIP OF PROPERTY......................................................... 55

SECTION 4.12. DISCLOSURE.................................................................... 55

SECTION 4.13. LABOR RELATIONS............................................................... 56

SECTION 4.14. SUBSIDIARIES.................................................................. 56

SECTION 4.15. SOLVENCY...................................................................... 56

SECTION 4.16. INDEBTEDNESS AT CLOSING DATE.................................................. 56

SECTION 4.17. OFAC.......................................................................... 56

SECTION 4.18. PATRIOT ACT................................................................... 56

SECTION 4.19. DORMANT COMPANIES............................................................. 57

ARTICLE V AFFIRMATIVE COVENANTS......................................................... 57

SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION.................................... 57

SECTION 5.2. NOTICES OF MATERIAL EVENTS.................................................... 58

SECTION 5.3. EXISTENCE..................................................................... 59

SECTION 5.4. COMPLIANCE WITH LAWS, ETC..................................................... 59

SECTION 5.5. PAYMENT OF OBLIGATIONS........................................................ 59

SECTION 5.6. BOOKS AND RECORDS............................................................. 60

SECTION 5.7. VISITATION, INSPECTION, ETC................................................... 60

SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE.......................................... 60

SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT......................................... 60

SECTION 5.10. ADDITIONAL SUBSIDIARIES....................................................... 60

SECTION 5.11. AMENDMENT TO CANADIAN LOAN DOCUMENTS.......................................... 61

SECTION 5.12. ADDITIONAL REAL PROPERTY; LEASED LOCATIONS.................................... 61

SECTION 5.13. DISPUTE RESERVE............................................................... 62

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SECTION 5.14. NOTICES IN CONNECTION WITH MACDONALD DETTWILER CONTRACT....................... 62

SECTION 5.15. FURTHER ASSURANCES............................................................ 63

ARTICLE VI FINANCIAL COVENANTS........................................................... 63

SECTION 6.1. LEVERAGE RATIO................................................................ 63

SECTION 6.2. FIXED CHARGE COVERAGE RATIO................................................... 63

SECTION 6.3. MINIMUM NET WORTH............................................................. 64

SECTION 6.4. MINIMUM EBITDA................................................................ 64

ARTICLE VII NEGATIVE COVENANTS............................................................ 64

SECTION 7.1. INDEBTEDNESS.................................................................. 64

SECTION 7.2. NEGATIVE PLEDGE............................................................... 65

SECTION 7.3. FUNDAMENTAL CHANGES........................................................... 66

SECTION 7.4. INVESTMENTS, LOANS, ACQUISITIONS, ETC......................................... 66

SECTION 7.5. RESTRICTED PAYMENTS........................................................... 67

SECTION 7.6. SALE OF ASSETS................................................................ 68

SECTION 7.7. TRANSACTIONS WITH AFFILIATES.................................................. 68

SECTION 7.8. RESTRICTIVE AGREEMENTS........................................................ 68

SECTION 7.9. SALE AND LEASEBACK TRANSACTIONS............................................... 69

SECTION 7.10. HEDGING AGREEMENTS............................................................ 69

SECTION 7.11. AMENDMENT TO ORGANIZATION DOCUMENTS........................................... 69

SECTION 7.12. ACCOUNTING CHANGES; CHANGE OF FISCAL YEAR..................................... 69

SECTION 7.13. LIMITATION ON LOCATION OF COLLATERAL.......................................... 69

ARTICLE VIII EVENTS OF DEFAULT............................................................. 70

SECTION 8.1. EVENTS OF DEFAULT............................................................. 70

ARTICLE IX THE ADMINISTRATIVE AGENT...................................................... 72

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SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT........................................... 72

SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT...................................... 73

SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT.................................. 74

SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT.................................... 74

SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT.............................................. 74

SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY........................... 74

SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT................................................ 74

SECTION 9.8. AUTHORIZATION TO EXECUTE OTHER LOAN DOCUMENTS................................. 75

ARTICLE X MISCELLANEOUS................................................................. 75

SECTION 10.1. NOTICES....................................................................... 75

SECTION 10.2. WAIVER; AMENDMENTS............................................................ 77

SECTION 10.3. EXPENSES; INDEMNIFICATION..................................................... 78

SECTION 10.4. SUCCESSORS AND ASSIGNS........................................................ 79

SECTION 10.5. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.................... 82

SECTION 10.6. WAIVER OF JURY TRIAL.......................................................... 83

SECTION 10.7. RIGHT OF SETOFF............................................................... 83

SECTION 10.8. COUNTERPARTS; INTEGRATION..................................................... 83

SECTION 10.9. SURVIVAL...................................................................... 83

SECTION 10.10. SEVERABILITY.................................................................. 84

SECTION 10.12. INTEREST RATE LIMITATION...................................................... 84

SECTION 10.12. CONFIDENTIALITY............................................................... 84

SECTION 10.13. WAIVER OF EFFECT OF CORPORATE SEAL............................................ 85

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Schedules

Schedule I - Applicable Margin and Applicable Percentage

Schedule II - Real Property

Schedule 1.1 - Existing Letters of Credit

Schedule 4.3 - Excluded Contractual Obligations

Schedule 4.5(a) - Litigation

Schedule 4.5(b) - Environmental Matters

Schedule 4.14 - Subsidiaries and Affiliates

Schedule 4.16 - Indebtedness

Schedule 4.19 - Assets and Liabilities of Dormant

Companies

Schedule 7.2 - Existing Liens

Schedule 7.4 - Existing Investments

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Exhibits

Exhibit A - Form of Assignment and Acceptance

Exhibit B - Form of Pledge Agreement

Exhibit C - Form of Revolving Credit Note

Exhibit D - Form of Security Agreement

Exhibit E - Form of Subsidiary Guaranty Agreement

Exhibit F - Form of Swingline Note

Exhibit G - Form of Trademark Security Agreement

Exhibit H - Form of Patent Security Agreement

Exhibit I - Form of Opinion of Counsel to Loan Parties

Exhibit 2.3 - Form of Notice of Revolving Borrowing

Exhibit 2.5 - Form of Notice of Swingline Borrowing

Exhibit 2.10 - Form of Notice of Continuation/Conversion

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U.S. REVOLVING CREDIT AGREEMENT

THIS U.S. REVOLVING CREDIT AGREEMENT (this "Agreement") is made and

entered into as of December 10, 2004 by and among EMS TECHNOLOGIES, INC., a

Georgia corporation (the "Borrower"), the several banks and other financial

institutions from time to time party hereto (the "Lenders") and SUNTRUST BANK,

in its capacity as Administrative Agent for the Lenders (the "Administrative

Agent").

WITNESSETH:

WHEREAS, the Borrower has requested that the Lenders establish a

$25,000,000 revolving credit facility in favor of the Borrower; and

WHEREAS, subject to the terms and conditions of this Agreement, the

Lenders severally, to the extent of their respective Commitments are willing to

establish the requested revolving credit facility for the Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, the Borrower, the Lenders and the Administrative

Agent agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

SECTION 1.1. DEFINITIONS. In addition to the other terms defined

herein, the following terms used herein shall have the meanings herein specified

(to be equally applicable to both the singular and plural forms of the terms

defined):

"ACQUISITION" shall mean any acquisition, whether by stock or other

equity purchase, asset purchase, merger, consolidation or otherwise of a Person,

of all or substantially all of the assets of a Person or a business line or

division of a Person.

"ADDITIONAL REVOLVING COMMITMENT AMOUNT" shall have the meaning

assigned to such term in Section 2.6(a).

"ADJUSTED LIBOR" shall mean, with respect to each Interest Period

for a Eurodollar Borrowing, the rate per annum obtained by multiplying (a) LIBOR

for such Interest Period by (b) the Statutory Reserve Rate.

"ADMINISTRATIVE AGENT" shall have the meaning assigned to such term

in the opening paragraph hereof.

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"ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to each

Lender, an administrative questionnaire in the form provided by the

Administrative Agent and submitted to the Administrative Agent duly completed by

such Lender.

"AFFILIATE" shall mean, as to any Person, any other Person that

directly, or indirectly through one or more intermediaries, Controls, is

Controlled by, or is under common Control with, such Person.

"AGGREGATE REVOLVING COMMITMENTS" shall mean the sum of the

Revolving Commitments of all Lenders at any time outstanding. On the Closing

Date, the Aggregate Revolving Commitments equal $25,000,000.

"APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each

Type of Loan, the "Lending Office" of such Lender (or an Affiliate of such

Lender) designated for such Type of Loan in the Administrative Questionnaire

submitted by such Lender or such other office of such Lender (or an Affiliate of

such Lender) as such Lender may from time to time specify to the Administrative

Agent and the Borrower as the office by which its Loans of such Type are to be

made and maintained.

"APPLICABLE MARGIN" shall mean, as of any date, with respect to all

Eurodollar Loans and all Base Rate Loans outstanding on any date, the percentage

per annum determined by reference to the applicable Leverage Ratio in effect on

such date as set forth on Schedule I attached hereto, as adjusted and otherwise

determined from time to time in accordance with Section 2.17.

"APPLICABLE PERCENTAGE" shall mean, at any date, with respect to the

commitment fee or the letter of credit fee, as the case may be, the percentage

per annum determined by reference to the applicable Leverage Ratio in effect on

such date as set forth on Schedule I attached hereto, as adjusted and otherwise

determined from time to time in accordance with Section 2.17.

"APPLICABLE PLEDGE AMOUNT" shall mean, in respect of the amount of

capital stock or other equity interest of any Foreign Subsidiary to be pledged

to the Collateral Agent pursuant to a Pledge Agreement, the lesser of (a) 65% of

all outstanding capital stock or other equity interest of such Foreign

Subsidiary and (b) the total amount of all outstanding capital stock or other

equity interest of such Foreign Subsidiary owned by the Borrower and its

domestic Subsidiaries.

"APPROVED FUND" shall mean any Person (other than a natural Person)

that is (or will be) engaged in making, purchasing, holding or otherwise

investing in commercial loans and similar extensions of credit in the ordinary

course of its business and that is administered or managed by (a) a Lender, (b)

an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that

administers or manages a Lender.

"ASSET DISPOSITION" shall have the meaning assigned to that term in

Section 7.6.

"ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance

entered into by a Lender and an assignee (with the consent of any party whose

consent is required by Section

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10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit A

attached hereto or any other form approved by the Administrative Agent.

"AVAILABILITY PERIOD" shall mean the period from the Closing Date to

the Commitment Termination Date.

"BASE RATE" shall mean the higher of (a) the per annum rate which

the Administrative Agent publicly announces from time to time to be its prime

lending rate, as in effect from time to time, and (b) the Federal Funds Rate, as

in effect from time to time, plus one-half of one percent (0.50%). The

Administrative Agent's prime lending rate is a reference rate and does not

necessarily represent the lowest or best rate charged to customers. The

Administrative Agent may make commercial loans or other loans at rates of

interest at, above or below the Administrative Agent's prime lending rate. Each

change in the Administrative Agent's prime lending rate shall be effective from

and including the date such change is publicly announced as being effective.

"BORROWER" shall have the meaning given such term in the

introductory paragraph hereof.

"BORROWING" shall mean a borrowing consisting of (a) Loans of the

same Class and Type, made, converted or continued on the same date and in the

case of Eurodollar Loans, as to which a single Interest Period is in effect, or

(b) a Swingline Loan.

"BUSINESS DAY" shall mean (a) any day other than a Saturday or

Sunday or other day on which commercial banks in Atlanta, Georgia are authorized

or required by law to close and (b) if such day relates to a Borrowing of, a

payment or prepayment of principal or interest on, a conversion of or into, or

an Interest Period for, a Eurodollar Loan or a notice with respect to the

foregoing, any day on which dealings in Dollars are carried on the London

interbank market.

"CANADIAN BORROWER" shall mean EMS Technologies Canada, Ltd.

"CANADIAN COLLATERAL AGENT" shall mean Bank of America, National

Association (Canada Branch), in its capacity as "Canadian Collateral Agent"

under and as defined in the Intercreditor Agreement, or any other successor who

shall become Canadian Collateral Agent pursuant to terms of the Intercreditor

Agreement.

"CANADIAN FACILITY INDEBTEDNESS" shall mean the Indebtedness of the

Canadian Borrower owing to the "Lenders" under and as defined in the Canadian

Revolving Credit Agreement.

"CANADIAN LENDERS" shall mean Bank of America, National Association

(Canada Branch) and its assigns under the Canadian Revolving Credit Agreement.

"CANADIAN LOAN DOCUMENTS" shall mean any or all of the Canadian

Revolving Credit Agreement and all other instruments, agreements, documents and

writings executed in connection therewith.

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"CANADIAN PREPAYMENT AMOUNT" shall mean the Dollar Equivalent of the

amount prepaid by the Canadian Borrower in connection with the Canadian Sale and

Prepayment Event; provided that such Dollar Equivalent shall be rounded down to

the nearest multiple of $500,000.

"CANADIAN PRO RATA SHARE" shall mean, with respect to each Canadian

Lender, the "Pro Rata Share" of such Lender under the Canadian Revolving Credit

Agreement.

"CANADIAN REVOLVING CREDIT AGREEMENT" shall mean that certain

Canadian Revolving Credit Agreement dated as of December 10, 2004 among the

Canadian Borrower, the Borrower, the Canadian Lenders and Bank of America,

National Association, Canada Branch.

"CANADIAN SALE AND PREPAYMENT EVENT" shall mean the consummation of

the sale of Space & Technology / Montreal and the making of the prepayment

required under Section 2.11(b)(i) of the Canadian Revolving Credit Agreement.

"CAPITAL LEASE OBLIGATIONS" of any Person shall mean all obligations

of such Person to pay rent or other amounts under any lease (or other

arrangement conveying the right to use) real or personal property, or a

combination thereof, which obligations are required to be classified and

accounted for as capital leases on a balance sheet of such Person under GAAP,

and the amount of such obligations shall be the capitalized amount thereof

determined in accordance with GAAP.

"CASUALTY EVENT" shall mean, with respect to any property (including

any interest in property) of the Borrower or any of its Subsidiaries, any loss

of, damage to, or condemnation or other taking of, such property for which the

Borrower or such Subsidiary receives insurance proceeds, proceeds of a

condemnation award or other compensation.

"CHANGE IN CONTROL" shall mean the occurrence of one or more of the

following events: (a) any sale, lease, exchange or other transfer (in a single

transaction or a series of related transactions) of all or substantially all of

the assets of the Borrower or the Canadian Borrower to any Person or "group"

(within the meaning of the Securities Exchange Act of 1934 and the rules of the

Securities and Exchange Commission as in effect on the date hereof), (b) the

acquisition of ownership, directly or indirectly, beneficially or of record, by

any Person or "group" (within the meaning of the Securities Exchange Act of 1934

and the rules of the Securities and Exchange Commission thereunder as in effect

on the date hereof) of 30% or more of the outstanding shares of the voting stock

of the Borrower or the Canadian Borrower; or (c) occupation of a majority of the

seats (other than vacant seats) on the board of directors of the Borrower or the

Canadian Borrower by Persons who were neither (i) nominated by the then current

board of directors or (ii) appointed by directors so nominated.

"CHANGE IN LAW" shall mean (a) the adoption of any applicable law,

rule or regulation after the date of this Agreement, (b) any change in any

applicable law, rule or regulation, or any change in the interpretation or

application thereof, by any Governmental Authority after the date of this

Agreement, or (c) compliance by any Lender (or its Applicable Lending Office) or

the Issuing Bank (or for purposes of Section 2.21(b), by such Lender's or the

Issuing Bank's holding

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company, if applicable) with any request, guideline or directive (whether or not

having the force of law) of any Governmental Authority made or issued after the

date of this Agreement.

"CIBC" shall mean Canadian Imperial Bank of Commerce.

"CLASS", when used in reference to any Loan or Borrowing, refers to

whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans

or Swingline Loans and when used in reference to any Commitment, refers to

whether such Commitment is a Revolving Commitment or a Swingline Commitment.

"CLOSING DATE" shall mean December 13, 2004.

"CODE" shall mean the Internal Revenue Code of 1986, as amended and

in effect from time to time.

"COLLATERAL" shall mean any property directly or indirectly securing

any of the Obligations or any other obligation of a Person under or in respect

of any Loan Document to which it is a party, and includes without limitation,

all "Collateral" under and as defined in the Security Agreement and all "Pledged

Collateral" under and as defined under the Pledge Agreement.

"COLLATERAL AGENT" shall mean SunTrust Bank, in its capacity as

"Collateral Agent" under and as defined in the Intercreditor Agreement, or any

other successor who shall become Collateral Agent pursuant to terms of the

Intercreditor Agreement.

"COLLATERAL DOCUMENTS" shall mean the Security Agreement, each

Pledge Agreement, each Real Estate Document, the Trademark Security Agreement or

the Patent Security Agreement, or any or all of the foregoing and any other

agreement or instrument now or hereafter existing pursuant to which Liens are

granted to the Collateral Agent or the Administrative Agent to secure any of the

Obligations.

"COMMITMENT" shall mean a Revolving Commitment or a Swingline

Commitment or any combination thereof (as the context shall permit or require).

"COMMITMENT TERMINATION DATE" shall mean the earliest of (a)

December 9, 2007 and (b) the date on which all amounts outstanding under this

Agreement have been declared or have automatically become due and payable

(whether by acceleration or otherwise).

"CONSOLIDATED EBITDA" shall mean, for the Consolidated Parties for

any period, an amount equal to the sum of (a) Consolidated Net Income for such

period plus (b) without duplication and only to the extent deducted in

determining Consolidated Net Income for such period, (i) Consolidated Interest

Expense, (ii) income tax expense, (iii) depreciation and amortization, and (iv)

such "add-backs" or adjustments as are scheduled and approved by the

Administrative Agent in its sole discretion.

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"CONSOLIDATED FIXED CHARGES" shall mean, for the Consolidated

Parties for any Test Period, the sum (without duplication) of: (a) Consolidated

Interest Expense for such Test Period, (b) scheduled principal payments (or the

equivalent thereof) made on or in respect of Consolidated Total Funded Debt

during such Test Period and (c) (i) dividends and other distributions to holders

of capital stock, options, warrants and related instruments of the Borrower and

(ii) payments made with respect to the purchase, redemption, retirement,

defeasance or other acquisition of capital stock, options, warrants and related

instruments of the Borrower, made or paid during such Test Period.

"CONSOLIDATED INTEREST EXPENSE" shall mean, for the Consolidated

Parties for any period determined on a consolidated basis in accordance with

GAAP, the sum of (a) total cash interest expense, including without limitation

the interest component of any payments in respect of Capital Lease Obligations

capitalized or expensed during such period (whether or not actually paid during

such period) plus (b) the net amount payable (or minus the net amount

receivable) under Hedging Transactions relating to interest rate hedges during

such period (whether or not actually paid or received during such period).

"CONSOLIDATED NET INCOME" shall mean, for any period, the net income

(or loss) of the Consolidated Parties for such period determined on a

consolidated basis in accordance with GAAP, but excluding therefrom (to the

extent otherwise included therein): (a) any extraordinary gains or losses, (b)

any gains attributable to write-ups of assets, (c) any equity interest of any

Consolidated Party in the unremitted earnings of any Person that is not a

Subsidiary, (d) any income (or loss) of any Person accrued prior to the date

such Person becomes a Subsidiary or is merged into or amalgamated or

consolidated with the Borrower or any Subsidiary or the date that such Person's

assets are acquired by the Borrower or any such Subsidiary and (e) any income of

any Subsidiary which is not a Subsidiary Loan Party to the extent the payment of

such income in the form of dividends or other distributions to either the

Borrower or any Subsidiary is then prohibited, whether on account of

restrictions in such Subsidiary's organizational documents or restrictions in

any agreement, document, contract, deed or other instrument applicable to such

Subsidiary.

"CONSOLIDATED PARTIES" shall mean, at any time, the Borrower and

each Consolidated Subsidiary of the Borrower.

"CONSOLIDATED SUBSIDIARY" shall mean, at any date, any Person that,

in accordance with GAAP, would or should be consolidated in the Borrower's

consolidated financial statements on such date.

"CONSOLIDATED TOTAL FUNDED DEBT" shall mean, at any time, all then

outstanding obligations, liabilities and indebtedness of the Consolidated

Parties on a consolidated basis of the types described in the definition of

Indebtedness (other than clause (j) of the definition thereof), including,

without limitation, all Obligations under the Loan Documents; provided, however,

that Consolidated Total Funded Debt shall not include any obligations of the

Canadian Borrower owing to CIBC described in clause (k) of the defined term

Permitted Encumbrances.

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"CONTRACTUAL OBLIGATIONS" shall mean, as to any Person, any

provision of any security issued by such Person or any agreement, instrument or

other undertaking to which such Person is a party or by which such Person or any

of its properties is bound.

"CONTROL" shall mean the power, directly or indirectly, either to

(a) vote 5% or more of securities having ordinary voting power for the election

of directors (or persons performing similar functions) of a Person or (b) direct

or cause the direction of the management and policies of a Person, whether

through the ability to exercise voting power, by contract or otherwise. The

terms "CONTROLLING", "CONTROLLED BY", and "UNDER COMMON CONTROL WITH" have

meanings correlative thereto.

"DEBT ISSUANCE" shall mean the issuance or sale by the Borrower or

any of its Subsidiaries of any debt securities or similar indebtedness, whether

in a private or public offering or otherwise; provided, however, that nothing

contained in this definition shall be deemed or construed to permit any Debt

Issuance that is not otherwise expressly permitted pursuant to the terms hereof.

"DEFAULT" shall mean any condition or event that, with the giving of

notice or the lapse of time or both, would constitute an Event of Default.

"DEFAULT INTEREST" shall have the meaning assigned to that term in

Section 2.15(c).

"DEFAULTING LENDER" shall mean any Lender with respect to which a

Lender Default is in effect.

"DOLLAR(S)" and the sign "$" shall mean lawful money of the United

States of America.

"DOLLAR EQUIVALENT" of any amount expressed in Canadian dollars,

means the equivalent amount of Dollars as of the most recent date on which the

Administrative Agent in its judgment determines to make a foreign exchange

calculation, after giving effect to a conversion of such amount of such Canadian

dollars to Dollars at the buy spot rate quoted for wholesale transactions by the

Administrative Agent at approximately 11:00 a.m. on the date of determination in

accordance with its normal practices.

"DORMANT COMPANY" means Netsat 28 Company, LLC, a Delaware limited

liability company.

"ELIGIBLE ASSIGNEE" shall mean (a) a Lender; (b) an Affiliate of a

Lender; (c) an Approved Fund; and (d) any other Person (other than a natural

Person) approved by the Administrative Agent, and unless an Event of Default has

occurred and is continuing, the Borrower (each such approval not to be

unreasonably withheld or delayed). If the consent of the Borrower to an

assignment or to an Eligible Assignee is required hereunder (including a consent

to an assignment which does not meet the minimum assignment thresholds specified

in Section 10.4(b)), the Borrower shall be deemed to have given its consent five

Business Days after the date notice thereof

<PAGE>

has actually been delivered by the assigning Lender (through the Administrative

Agent) to the Borrower, unless such consent is expressly refused by the Borrower

prior to such fifth Business Day.

"ENVIRONMENTAL LAWS" shall mean all laws, rules, regulations, codes,

ordinances, orders, decrees, judgments, injunctions, notices or binding

agreements issued, promulgated or entered into by or with any Governmental

Authority, relating in any way to the environment, preservation or reclamation

of natural resources, the management, Release or threatened Release of any

Hazardous Material or to health and safety matters.

"ENVIRONMENTAL LIABILITY" shall mean any liability, contingent or

otherwise (including any liability for damages, costs of environmental

investigation and remediation, costs of administrative oversight, fines, natural

resource damages, penalties or indemnities), of the Borrower or any Subsidiary

directly or indirectly resulting from or based upon (a) any actual or alleged

violation of any Environmental Law, (b) the generation, use, handling,

transportation, storage, treatment or disposal of any Hazardous Materials, (c)

any actual or alleged exposure to any Hazardous Materials, (d) the Release or

threatened Release of any Hazardous Materials or (e) any contract, agreement or

other consensual arrangement pursuant to which liability is assumed or imposed

with respect to any of the foregoing.

"EQUITY OFFERING means a private or public offering of any capital

stock of the Borrower, or any debt security convertible into or exchangeable for

capital stock of the Borrower (whether conditionally or unconditionally

convertible or exchangeable or convertible currently or in the future), or any

debt security issued with a warrant or other instrument conferring upon its

owner the right to purchase capital stock of the Borrower, in each case pursuant

to an effective registration statement filed with the Securities and Exchange

Commission in accordance with the Securities Act of 1933, as amended. In no

event shall an Equity Offering include any issuances of stock and stock options

to employees and directors of the Borrower or its Subsidiaries.

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

1974, as amended from time to time, and any successor statute.

"ERISA AFFILIATE" shall mean any trade or business (whether or not

incorporated), which, together with the Borrower, is treated as a single

employer under Section 414(b) or (c) of the Code or, solely for the purposes of

Section 302 of ERISA and Section 412 of the Code, is treated as a single

employer under Section 414 of the Code.

"ERISA EVENT" shall mean (a) any "reportable event", as defined in

Section 4043 of ERISA or the regulations issued thereunder with respect to a

Plan (other than an event for which the 30-day notice period is waived); (b) the

existence with respect to any Plan of an "accumulated funding deficiency" (as

defined in Section 412 of the Code or Section 302 of ERISA), whether or not

waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303 of

ERISA of an application for a waiver of the minimum funding standard with

respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA

Affiliates of any liability under Title IV of ERISA with respect to the

termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate

from the PBGC or a plan administrator appointed by the PBGC of any notice

relating to an intention

<PAGE>

to terminate any Plan or Plans or to appoint a trustee to administer any Plan;

(f) the incurrence by the Borrower or any of its ERISA Affiliates of any

liability with respect to the withdrawal or partial withdrawal from any Plan or

Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of

any notice, or the receipt by any Multiemployer Plan from the Borrower or any

ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability

or a determination that a Multiemployer Plan is, or is expected to be, insolvent

or in reorganization, within the meaning of Title IV of ERISA.

"EURODOLLAR" when used in reference to any Loan or Borrowing, refers

to whether such Loan, or the Loans comprising such Borrowing, bears interest at

a rate determined by reference to the Adjusted LIBOR and the Applicable Margin.

"EVENT OF DEFAULT" shall have the meaning provided in Article VIII.

"EXCHANGE ACT" shall have the meaning provided in the defined term

"Change of Control".

"EXCLUDED TAXES" shall mean with respect to the Administrative

Agent, any Lender, the Issuing Bank or any other recipient of any payment to be

made by or on account of any obligation of the Borrower hereunder, (a) income or

franchise taxes imposed on (or measured by) its net income by the United States

of America, or by the jurisdiction under the laws of which such recipient is

organized or in which its principal office is located or, in the case of any

Lender, in which its applicable lending office is located, (b) any branch

profits taxes imposed by the United States of America or any similar tax imposed

by any other jurisdiction in which any Lender is located and (c) in the case of

a Foreign Lender, any withholding tax that (i) is imposed on amounts payable to

such Foreign Lender at the time such Foreign Lender becomes a party to this

Agreement or (ii) is imposed on amounts payable to such Foreign Lender at any

time that such Foreign Lender designates a new lending office, other than taxes

that have accrued prior to the designation of such lending office that are

otherwise not Excluded Taxes and (iii) is attributable to such Foreign Lender's

failure to comply with Section 2.23(e).

"EXISTING LENDERS" means each of SunTrust Bank and CIBC.

"EXISTING LETTERS OF CREDIT" means the letters of credit issued for

the account of the Borrower or its Subsidiaries prior to the Closing Date, all

as more particularly described on Schedule 1.1.

"FEDERAL FUNDS RATE" shall mean, for any day, the rate per annum

(rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted

average of the rates on overnight Federal funds transactions with member banks

of the Federal Reserve System arranged by Federal funds brokers, as published by

the Federal Reserve Bank of New York on the next succeeding Business Day or if

such rate is not so published for any Business Day, the Federal Funds Rate for

such day shall be the average rounded upwards, if necessary, to the next 1/100th

of 1% of the quotations for such day on such transactions received by the

Administrative Agent from three Federal funds brokers of recognized standing

selected by the Administrative Agent.

<PAGE>

"FIXED CHARGE COVERAGE RATIO" shall mean, for any Test Period, the

ratio of (a) Consolidated EBITDA for such Test Period minus cash payments for

all federal, state, provincial, local, foreign and other income taxes paid by

the Loan Parties during such Test Period minus all capital expenditures

(determined in accordance with GAAP) for such Test Period to the extend paid in

cash to (b) Consolidated Fixed Charges for such Test Period.

"FOREIGN LENDER" shall mean any Lender that is not a United States

Person under Section 7701(a)(3) of the Code.

"FOREIGN SUBSIDIARY" shall mean any direct or indirect Subsidiary of

the Borrower that is organized under the laws of a jurisdiction other than the

United States of America or any political subdivision thereof.

"GAAP" shall mean generally accepted accounting principles in the

United States applied on a consistent basis and subject to the terms of Section

1.3.

"GOVERNMENTAL AUTHORITY" shall mean the government of the United

States of America, any other foreign country or nation or any political

subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court, central bank or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or

functions of or pertaining to government (whether foreign or domestic).

"GUARANTEE" of or by any Person (the "GUARANTOR") shall mean any

legally binding obligation, contingent or otherwise, of the guarantor

guaranteeing or having the economic effect of guaranteeing any Indebtedness or

other obligation of any other Person (the "PRIMARY OBLIGOR") in any manner,

whether directly or indirectly and including any obligation, direct or indirect,

of the guarantor (a) to purchase or pay (or advance or supply funds for the

purchase or payment of) such Indebtedness or other obligation or to purchase (or

to advance or supply funds for the purchase of) any security for the payment

thereof, (b) to purchase or lease property, securities or services for the

purpose of assuring the owner of such Indebtedness or other obligation of the

payment thereof, (c) to maintain working capital, equity capital or any other

financial statement condition or liquidity of the primary obligor so as to

enable the primary obligor to pay such Indebtedness or other obligation or (d)

as an account party in respect of any letter of credit or letter of guaranty

issued in support of such Indebtedness or obligation; provided, that the term

"Guarantee" shall not include endorsements for collection or deposits in the

ordinary course of business. The amount of any Guarantee shall be deemed to be

an amount equal to the stated or determinable amount of the primary obligation

in respect of which Guarantee is made or, if not so stated or determinable, the

maximum reasonably anticipated liability in respect thereof (assuming such

Person is required to perform thereunder) as determined by such Person in good

faith. The term "Guarantee" used as a verb has a corresponding meaning.

"HAZARDOUS MATERIALS" means all explosive or radioactive substances

or wastes and all hazardous or toxic substances, wastes or other pollutants,

including petroleum or petroleum distillates, asbestos or asbestos-containing

materials, polychlorinated biphenyls, radon gas, infectious

<PAGE>

or medical wastes and all other substances or wastes of any nature regulated

pursuant to any Environmental Law.

"HEDGING OBLIGATIONS" of any Person shall mean any and all

obligations of such Person, whether absolute or contingent and howsoever and

whensoever created, arising, evidenced or acquired under (a) any and all Hedging

Transactions, (b) any and all cancellations, buy backs, reversals, terminations

or assignments of any Hedging Transactions and (c) any and all renewals,

extensions and modifications of any Hedging Transactions and any and all

substitutions for any Hedging Transactions.

"HEDGING TRANSACTION" of any Person shall mean any transaction

(including an agreement with respect thereto) now existing or hereafter entered

into by such Person that is a rate swap, basis swap, forward rate transaction,

commodity swap, interest rate option, foreign exchange transaction, cap

transaction, floor transaction, collateral transaction, forward transaction,

currency swap transaction, cross-currency rate swap transaction, currency option

or any other similar transaction (including any option with respect to any of

these transactions) or any combination thereof, whether linked to one or more

interest rates, foreign currencies, commodity prices, equity prices or other

financial measures.

"INDEBTEDNESS" of any Person shall mean, without duplication: (a)

obligations of such Person for borrowed money, (b) obligations of such Person

evidenced by bonds, debentures, notes or other similar instruments, (c)

obligations of such Person in respect of the deferred purchase price of property

or services (other than trade payables incurred in the ordinary course of

business on terms customary in the trade), (d) obligations of such Person under

any conditional sale or other title retention agreement(s) relating to property

acquired by such Person, (e) Capital Lease Obligations of such Person, (f)

obligations, contingent or otherwise, of such Person in respect of letters of

credit, acceptances or similar extensions of credit, (g) all indebtedness or

other obligations of another Person secured by any Lien on property owned by

such Person, whether or not such indebtedness or obligations have been assumed

by such Person, (h) all obligations of such Person, contingent or otherwise, to

purchase, redeem, retire or otherwise acquire for value any capital stock or

other security of such Person, (i) off-balance sheet liability retained in

connection with asset securitization programs, Synthetic Leases, sale and

leaseback transactions or other similar obligations arising with respect to any

other transaction which is the functional equivalent of or takes the place of

borrowing but which does not constitute a liability on the consolidated balance

sheet of such Person and its Subsidiaries, (j) obligations under any Hedging

Transaction or foreign exchange agreement, and (k) guaranties by such Person of

the type of indebtedness described in clauses (a) through (j) immediately above.

For purposes of determining Indebtedness under clause (j) the obligations of the

Borrower or any Subsidiary in respect to any Hedging Transaction at any time

shall be the maximum aggregate amount (giving effect to any netting agreements)

that the Borrower or such Subsidiary would be required to pay if such Hedging

Transaction were terminated at such time.

"INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

<PAGE>

"INTERCREDITOR AGREEMENT" shall mean that certain Intercreditor

Agreement dated as of the date hereof by and among the Collateral Agent, the

Administrative Agent, the Canadian Collateral Agent, the Lenders, the Canadian

Lenders and the other parties thereto.

"INTEREST PERIOD" shall mean (a) with respect to any Eurodollar

Borrowing, a period of one, two, three or six months and (b) with respect to a

Swingline Loan, a period of such duration not to exceed 7 days, as the Borrower

may request and the Swingline Lender may agree in accordance with Section 2.5;

provided, that:

(i) the initial Interest Period for such Borrowing shall commence on

the date of such Borrowing (including the date of any conversion from a

Borrowing of another Type) and each Interest Period occurring thereafter

in respect of such Borrowing shall commence on the day on which the next

preceding Interest Period expires;

(ii) if any Interest Period would otherwise end on a day other than

a Business Day, such Interest Period shall be extended to the next

succeeding Business Day, unless, in the case of a Eurodollar Borrowing,

such Business Day falls in another calendar month, in which case such

Interest Period would end on the next preceding Business Day;

(iii) any Interest Period in respect of a Eurodollar Borrowing which

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 such

calendar month; and

(iv) no Interest Period may extend beyond the Commitment Termination

Date or the Swingline Termination Date, as the case may be.

"INVESTMENT" shall have the meaning given such term in Section 7.4.

"ISSUING BANK" shall mean SunTrust Bank, in its capacity as an

issuer of Letters of Credit pursuant to Section 2.26, and its successors and

assigns in such capacity.

"LC COMMITMENT" shall mean that portion of the Aggregate Revolving

Commitments that may be used by the Borrower for the issuance of Letters of

Credit in an aggregate stated amount not to exceed $10,000,000.

"LC DISBURSEMENT" shall mean a payment made by the Issuing Bank

pursuant to a Letter of Credit.

"LC DOCUMENTS" shall mean the Letters of Credit and all

applications, agreements and instruments relating to the Letters of Credit.

"LC EXPOSURE" shall mean, at any time, the sum of (a) the aggregate

undrawn amount of all outstanding Letters of Credit at such time, plus (b) the

aggregate amount of all LC

<PAGE>

Disbursements that have not been reimbursed by or on behalf of the Borrower at

such time. The LC Exposure of any Lender shall be its Pro Rata Share of the

total LC Exposure at such time.

"LENDERS" shall have the meaning assigned to such term in the

opening paragraph of this Agreement and shall include, where appropriate, the

Swingline Lender.

"LENDER DEFAULT" shall mean (a) the failure (which has not been

cured) of any Lender to make available its portion of any Borrowing or to fund

its portion of any unreimbursed payment under Section 2.26 or (b) a Lender

having notified the Administrative Agent and/or the Borrower that it does not

intend to comply with the obligations under Sections 2.2, 2.5 and 2.26.

"LETTER OF CREDIT" shall mean any standby letter of credit issued

pursuant to Section 2.26 by the Issuing Bank for the account of the Borrower

pursuant to the LC Commitment and shall include each Existing Letter of Credit.

"LEVERAGE RATIO" shall mean, as of any date of determination, the

ratio of (a) Consolidated Total Funded Debt as of such date minus, for any

period of determination from December 31, 2004 through December 31, 2005, all

cash and Permitted Investments held by the Consolidated Parties (excluding (i)

any such cash and/or Permitted Investments subject to any Liens other than in

favor of the Collateral Agent or the Canadian Collateral Agent and (ii) any such

cash and/or Permitted Investments used to satisfy the dispute reserve

requirement set forth in Section 5.13 hereof) plus any taxes or other costs

incurred or to be incurred by a Foreign Subsidiary in connection with the

transfer or repatriation of such cash and/or Permitted Investments to a

Consolidated Party located in the United States to (b) Consolidated EBITDA for

the Test Period; provided, however, for purposes of Section 2.17 and the defined

terms "Applicable Margin" and "Applicable Percentage", the immediately preceding

clause (b) shall be Consolidated EBITDA for the four fiscal quarters of the

Borrower ending on or most recently preceding the date of determination.

"LIBOR" shall mean, for any applicable Interest Period with respect

to any Eurodollar Loan, the British Bankers' Association Interest Settlement

Rate per annum for deposits in Dollars for a period equal to such Interest

Period appearing on the display designated as Page 3750 on the Dow Jones Markets

Service (or such other page on that service or such other service designated by

the British Bankers' Association for the display of such Association's Interest

Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on

the day that is two Business Days prior to the first day of the Interest Period

or if such Page 3750 is unavailable for any reason at such time, the rate which

appears on the Reuters Screen ISDA Page as of such date and such time; provided,

that if the Administrative Agent determines that the relevant foregoing sources

are unavailable for the relevant Interest Period, LIBOR shall mean the rate of

interest determined by the Administrative Agent to be the average (rounded

upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at

which deposits in Dollars are offered to the Administrative Agent two Business

Days preceding the first day of such Interest Period by leading banks in the

London interbank market as of 10:00 a. m. (Atlanta, Georgia time) for delivery

on the first day of such Interest Period, for the number of days comprised

therein and in an amount comparable to the amount of the Eurodollar Loan of the

Administrative Agent.

<PAGE>

"LIEN" shall mean any mortgage, pledge, security interest, lien

(statutory or otherwise), charge, encumbrance, hypothecation, assignment,

deposit arrangement, or other arrangement having the practical effect of the

foregoing or any preference, priority or other security agreement or

preferential arrangement of any kind or nature whatsoever (including any

conditional sale or other title retention agreement and any capital lease having

the same economic effect as any of the foregoing).

"LOAN DOCUMENTS" shall mean, collectively, this Agreement, the

Notes, the LC Documents, all Notices of Borrowing, all Notices of

Conversion/Continuation, the Subsidiary Guaranty Agreement, the Collateral

Documents required to be entered into pursuant to the terms hereof, and any and

all other instruments, agreements, documents and writings executed in connection

with any of the foregoing.

"LOAN PARTIES" shall mean the Borrower and the Subsidiary Loan

Parties.

"LOANS" shall mean all Revolving Loans and Swingline Loans in the

aggregate or any of them, as the context shall require.

"MACDONALD DETTWILER" means MacDonald, Dettwiler and Associates Ltd.

"MACDONALD DETTWILER CONTRACT" shall mean RADARSAT-2 Payload

Subcontract #SC29352RC/SC29352RC, as amended between the Canadian Borrower and

MacDonald Dettwiler originally entered into on September 1, 1998.

"MARGIN REGULATIONS" shall mean Regulation T, Regulation U and

Regulation X of the Board of Governors of the Federal Reserve System, as the

same may be in effect from time to time.

"MATERIAL ADVERSE EFFECT" shall mean, with respect to any event,

act, condition or occurrence of whatever nature (including any adverse

determination in any litigation, arbitration, or governmental investigation or

proceeding), a material adverse change in, or a material adverse effect on, (a)

the business, operations, condition (financial or otherwise), prospects, assets,

income or liabilities of the Consolidated Parties taken as a whole, (b) the

ability of the Borrower or any Subsidiary Loan Party to perform any of its

respective obligations under the Loan Documents, (c) the rights, remedies or

benefits available to the Administrative Agent, the Issuing Bank and/or the

Lenders under any of the Loan Documents, (d) the legality, validity, binding

effect or enforceability of any of the Loan Documents or (e) the attachment,

perfection or priority of any Lien of the Administrative Agent under the

Security Agreement, the Pledge Agreement or any other Loan Document.

"MATERIAL SUBSIDIARY" shall mean at any time of determination any

direct or indirect Subsidiary of the Borrower having: (a) assets in an amount

equal to $1,000,000 or more; (b) revenues in an amount which equals or exceeds

2.5% of the total revenues of the Borrower and its Subsidiaries on a

consolidated basis for the 12-month period ending on the last day of the most

recent fiscal quarter of the Borrower at such time; or (c) revenues in an amount

which, together with

<PAGE>

the revenues of all other direct or indirect Subsidiaries which are not Material

Subsidiaries, equals or exceeds 10% of the total revenues of the Borrower and

its Subsidiaries on a consolidated basis for the 12-month period ending on the

last day of the most recent fiscal quarter of the Borrower at such time.

"MOODY'S" shall mean Moody's Investors Service, Inc.

"MULTIEMPLOYER PLAN" shall have the meaning set forth in Section

4001(a)(3) of ERISA.

"NET PROCEEDS" shall mean (a) in the case of any Debt Issuance, the

aggregate cash proceeds received by the Borrower and its Subsidiaries less

Transaction Costs, (b) in the case of any Casualty Event, the aggregate cash

proceeds of insurance, condemnation awards and other compensation received by

the Borrower and its Subsidiaries in respect of such Casualty Event less

reasonable fees and expenses incurred by the Borrower and its Subsidiaries in

connection therewith, (c) in the case of any Asset Disposition, the aggregate

amount of all cash payments at any time received by the Borrower and its

Subsidiaries in connection with such Asset Disposition less (i) Transaction

Costs, (ii) Indebtedness to the extent the amount thereof is secured by a Lien

on the property that is the subject of such Asset Disposition and the transferee

of (or holder of the Lien on) such property requires that such Indebtedness be

repaid as a condition to such Asset Disposition, and (iii) any income or

transfer taxes paid or reasonably estimated by the Borrower to be payable by the

Borrower and its Subsidiaries as a result of such Asset Disposition and (d) in

the case of any Equity Offering, the aggregate cash proceeds received by the

Borrower and its Subsidiaries less Transaction Costs.

"NET WORTH" shall mean, as of any date, the total shareholders'

equity of the Consolidated Parties that would be reflected on the Borrower's

consolidated balance sheet as of such date prepared in accordance with GAAP.

"NON-DEFAULTING LENDER" shall mean and include each Lender other

than a Defaulting Lender.

"NOTES" shall mean, collectively, the Revolving Credit Notes and the

Swingline Note.

"NOTICES OF BORROWING" shall mean, collectively, the Notices of

Revolving Borrowing and the Notices of Swingline Borrowing.

"NOTICE OF CONVERSION/CONTINUATION" shall mean the notice given by

the Borrower to the Administrative Agent in respect of the conversion or

continuation of an outstanding Borrowing as provided in Section 2.10(b) hereof.

"NOTICE OF REVOLVING BORROWING" shall have the meaning as set forth

in Section 2.3.

"NOTICE OF SWINGLINE BORROWING" shall have the meaning as set forth

in Section 2.5.

<PAGE>

"OBLIGATIONS" shall mean all amounts owing by the Borrower or its

Subsidiaries to the Administrative Agent, the Issuing Bank, the Collateral Agent

or any Lender (including the Swingline Lender) pursuant to or in connection with

this Agreement or any other Loan Document, including without limitation, all

principal, interest (including any interest accruing after the filing of any

petition in bankruptcy or the commencement of any insolvency, reorganization or

like proceeding relating to the Borrower, whether or not a claim for post-filing

or post-petition interest is allowed in such proceeding), all reimbursement

obligations, fees, expenses, indemnification and reimbursement payments, costs

and expenses (including all actual and reasonable fees and expenses of counsel

to the Administrative Agent and any Lender (including the Swingline Lender)

incurred pursuant to this Agreement or any other Loan Document), whether direct

or indirect, absolute or contingent, liquidated or unliquidated, now existing or

hereafter arising hereunder or thereunder, and all Hedging Obligations owed to

the Administrative Agent, any Lender or any of their Affiliates incurred in

compliance with Section 7.10 and all obligations and liabilities incurred in

connection with collecting and enforcing the foregoing, together with all

renewals, extensions, modifications or refinancings thereof.

"OTHER TAXES" shall mean any and all present or future stamp or

documentary taxes or any other excise or property taxes, charges or similar

levies arising from any payment made hereunder or from the execution, delivery

or enforcement of, or otherwise with respect to, this Agreement or any other

Loan Document.

"PARTICIPANT" shall have the meaning set forth in Section 10.4(c).

"PATENT SECURITY AGREEMENT" shall have the meaning provided in

Section 3.1(b)(vii).

"PAYMENT OFFICE" shall mean the office of the Administrative Agent

located at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308, or

such other location as to which the Administrative Agent shall have given

written notice to the Borrower and the other Lenders.

"PAYOFF LETTER" means a letter, in form and substance reasonably

satisfactory to the Administrative Agent, from all Existing Lenders, notifying

the Administrative Agent and the Borrower of the amount necessary to repay in

full all of the obligations of the Borrower and its Subsidiaries to the Existing

Lenders and committing to terminate and release any and all Liens, if any,

existing in favor of the Existing Lenders in the properties and assets of the

Borrower or any Subsidiary.

"PBGC" shall mean the Pension Benefit Guaranty Corporation referred

to and defined in ERISA, and any successor entity performing similar functions.

"PENSION PLAN" shall mean any "employee pension benefit plan" (as

such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan,

that is subject to Title IV of ERISA and is sponsored or maintained by the

Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate

contributes or has an obligation to contribute, or in the case of a multiple

employer or other plan described in Section 4064(a) of ERISA, has made

contributions at any time during the immediately preceding five plan years.

<PAGE>

"PERFECTION CERTIFICATES" shall have the meaning assigned to such

term in the Security Agreement.

"PERMITTED ENCUMBRANCES" shall mean:

(a) Liens imposed by law for taxes, rates, assessments or other

charges of Governmental Authorities not yet due or which are being

contested in good faith by appropriate proceedings and with respect to

which adequate reserves are being maintained in accordance with GAAP;

(b) inchoate or statutory Liens of landlords and Liens of carriers,

warehousemen, mechanics, materialmen, craftsmen, builders, contractors,

architects, engineers, subcontractors, and other Liens imposed by law

created in the ordinary course of business for amounts not yet due or

which are being contested in good faith by appropriate proceedings and

with respect to which adequate reserves are being maintained in accordance

with GAAP;

compliance with workers' compensation, unemployment insurance, employment

insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts,

leases, statutory obligations, surety and appeal bonds, performance bonds

and other obligations of a like nature, in each case in the ordinary

course of business;

(e) judgment and attachment liens not giving rise to an Event of

Default or Liens created by or existing from any litigation or legal

proceeding that are currently being contested in good faith by appropriate

proceedings and with respect to which adequate reserves are being

maintained in accordance with GAAP;

(f) easements, zoning restrictions, rights-of-way and similar

encumbrances on real property imposed by law or arising in the ordinary

course of business that do not secure any monetary obligations and do not

materially detract from the value of the affected property or materially

interfere with the ordinary conduct of business of the Borrower and its

Subsidiaries taken as a whole;

(g) title defects or irregularities which are of a minor nature and

which do not materially reduce the value of the affected asset or

materially interfere with the use of such asset;

(h) with respect to any assets located in Canada, the reservations,

limitations, provisos and conditions, if any, expressed in any original

grant from the Crown of any real property or any interest therein which do

not materially reduce the value of the affected asset or materially

interfere with the use of such asset;

<PAGE>

(i) Liens given to a public utility or any municipality or

governmental or other public authority when required by such utility or

other authority in connection with the operation of business or the

ownership of assets which do not materially reduce the value of the

affected asset or materially interfere with the use of such asset;

(j) the right reserved to or vested in any Government Authority by

any statutory provision or by the terms of any lease, licence, franchise,

grant or permit of the Person, to terminate any such lease, licence,

franchise, grant or permit, or to require annual or other payments as a

condition to the continuance thereof; and

(k) Liens in favor of CIBC in cash on deposit with CIBC in deposit

account number 05-59911 Transit #2 to secure obligations of the Canadian

Borrower described under that certain letter agreement dated December 13,

2004 between CIBC and the Canadian Borrower; provided, that such cash

collateral shall not at any time exceed U.S.$4,715,398.

"PERMITTED INVESTMENTS" shall mean:

(a) direct obligations of, or obligations the principal of and

interest on which are unconditionally guaranteed by, the United States (or

by any agency thereof to the extent such obligations are backed by the

full faith and credit of the United States), in each case maturing within

one year from the date of acquisition thereof;

(b) commercial paper having the highest rating, at the time of

acquisition thereof, of S&P or Moody's and in either case maturing within

12 months from the date of acquisition thereof;

maturing within 360 days of the date of acquisition thereof issued or

guaranteed by or placed with, and money market deposit accounts issued or

offered by, any domestic office of any commercial bank organized under the

laws of the United States or any state thereof which has a combined

capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not

more than 30 days for securities described in clause (a) above and entered

into with a financial institution satisfying the criteria described in

clause (c) above;

(e) mutual funds investing solely in any one or more of the

Permitted Investments described in clauses (a) through (d) above; and

(f) Investments in CIBC to the extent provided in clause (k) of the

defined term Permitted Encumbrances.

"PERSON" shall mean any individual, partnership, firm, corporation,

association, joint venture, limited liability company, trust or other entity, or

any Governmental Authority.

<PAGE>

"PLAN" shall mean any "employee benefit plan" (as such term is

defined in Section 3(3) of ERISA) established by the Borrower or, with respect

to any such plan that is subject to Section 412 of the Code or Title IV of

ERISA, any ERISA Affiliate.

"PLEDGE AGREEMENT" shall mean a Pledge Agreement in favor of the

Collateral Agent in substantially the form of Exhibit B.

"PRO RATA SHARE" shall mean, with respect to any Lender at any time,

a percentage, the numerator of which shall be the sum of such Lender's Revolving

Commitment and the denominator of which shall be the sum of all Lenders'

Revolving Commitments; or if the Revolving Commitments have been terminated or

expired or if the Loans have been declared to be due and payable, a percentage,

the numerator of which shall be such Lender's Revolving Credit Exposure and the

denominator of which shall be the aggregate Revolving Credit Exposure of all

Lenders.

"REAL ESTATE DOCUMENTS" shall mean collectively, all mortgages,

deeds of trust, deeds to secure debt, assignments of rents and leases,

environmental indemnity agreements, and all other documents, instruments,

agreements and certificates executed and delivered by any Loan Party to the

Collateral Agent or the Administrative Agent in connection with the foregoing.

"REAL PROPERTY" shall mean all real property owned or leased by the

Borrower or Subsidiary Loan Party.

"REGULATION D" shall mean Regulation D of the Board of Governors of

the Federal Reserve System, as the same may be in effect from time to time, and

any successor regulations.

"RELATED PARTIES" shall mean, with respect to any specified Person,

such Person's Affiliates and the respective directors, officers, employees,

agents and advisors of such Person and such Person's Affiliates.

"RELEASE" shall mean any release, spill, emission, leaking, dumping,

injection, pouring, deposit, disposal, discharge, dispersal, leaching or

migration into the environment (including ambient air, surface water,

groundwater, land surface or subsurface strata) or within any building,

structure, facility or fixture.

"REQUIRED LENDERS" shall mean, at any time, Non-Defaulting Lenders

holding 66 2/3% or more of the aggregate outstanding Revolving Credit Exposures

of all Non-Defaulting Lenders at such time or if the Non-Defaulting Lenders have

no Revolving Credit Exposure outstanding, then Non-Defaulting Lenders holding 66

2/3% or more of the Aggregate Revolving Commitments of all Non-Defaulting

Lenders; provided however, that if only two Non-Defaulting Lenders exist

hereunder, Required Lenders shall mean both such Non-Defaulting Lenders.

"REQUIREMENT OF LAW" for any Person shall mean the articles or

certificate of incorporation, bylaws, partnership certificate and agreement, or

limited liability company certificate of organization and agreement, as the case

may be, and other organizational and governing documents of such Person, and any

law, treaty, rule or regulation, or determination of a

<PAGE>

Governmental Authority, in each case applicable to or binding upon such Person

or any of its property or to which such Person or any of its property is

subject.

"RESPONSIBLE OFFICER" shall mean any of the president, the chief

executive officer, the chief operating officer, the chief financial officer, the

treasurer, controller or a vice president in the finance division of the

Borrower or such other representative of the Borrower as may be designated in

writing by any one of the foregoing with the consent of the Administrative

Agent; and, with respect to the financial covenants only, the chief financial

officer or the treasurer of the Borrower.

"RESTRICTED INVESTMENT" shall mean Investments in joint ventures and

in Subsidiaries that are not Consolidated Subsidiaries.

"RESTRICTED PAYMENT" shall have the meaning set forth in Section

7.5.

"REVOLVING COMMITMENT" shall mean, with respect to each Lender, the

obligation of such Lender to make Revolving Loans to the Borrower and to

participate in Letters of Credit and Swingline Loans in an aggregate principal

amount not exceeding the amount set forth with respect to such Lender on the

signature pages to this Agreement, or in the case of a Person becoming a Lender

after the Closing Date, the amount of the assigned "Revolving Commitment" as

provided in the Assignment and Acceptance Agreement executed by such Person as

an assignee, as the same may be changed pursuant to the terms hereof.

"REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender

at any time, the sum at such time, without duplication, of (a) the outstanding

principal amount of such Lender's Revolving Loans, (b) such Lender's LC Exposure

and (c) such Lender's Swingline Exposure.

"REVOLVING CREDIT NOTE" shall mean a promissory note of the Borrower

payable to the order of a requesting Lender in the principal amount of such

Lender's Revolving Commitment, in substantially the form of Exhibit C.

"REVOLVING LOAN" shall mean a loan made by a Lender (other than the

Swingline Lender in its capacity as such) to the Borrower under its Revolving

Commitment, which may be either a Base Rate Loan or a Eurodollar Loan.

"S&P" shall mean Standard & Poor's.

"SECURITY AGREEMENT" shall mean the Security Agreement in the form

of Exhibit D among the Loan Parties and the Collateral Agent.

"SOLVENT" means, with respect to the Borrower as of a particular

date, (a) the Borrower is able to pay its debts and other liabilities,

contingent obligations and other commitments as they mature in the normal course

of business, (b) the Borrower does not intend to, and does not believe that it

will, incur debts or liabilities beyond the Borrower's ability to pay as such

debts and liabilities mature in their ordinary course, (c) the Borrower is not

engaged in a business or a transaction, and is not about to engage in a business

or a transaction, for which the Borrower's assets

<PAGE>

would constitute unreasonably small capital after giving due consideration to

the prevailing practice in the industry in which the Borrower is engaged or is

to engaged and (d) the aggregate fair saleable value of the assets of the

Borrower will exceed its debts and other liabilities (including contingent,

subordinated, unmatured and unliquidated debts and liabilities). For purposes of

this definition, "debt" means any liability on a claim, and "claim" means (i) a

right to a payment or (ii) a right to an equitable remedy for breach of

performance, if in light of all of the facts and circumstances existing at such

time, such right can reasonably be expected to give rise to an actual or matured

liability.

"SPACE & TECHNOLOGY / MONTREAL" shall mean the Space & Technology /

Montreal division of the Canadian Borrower.

"STATEMENT OF FUNDS FLOW" shall mean that certain Statement of Funds

Flow dated as of December 13, 2004 executed by the Borrower and the

Administrative Agent on behalf of the Lenders.

"STATUTORY RESERVE RATE" shall mean the aggregate of the maximum

reserve percentages (including, without limitation, any emergency, supplemental,

special or other marginal reserves) expressed as a decimal (rounded upwards to

the next 1/100th of 1%) in effect on any day to which any Lender is subject with

respect to the Adjusted LIBOR pursuant to regulations issued by the Board of

Governors of the Federal Reserve System (or any Governmental Authority

succeeding to any of its principal functions) with respect to eurocurrency

funding (currently referred to as "eurocurrency liabilities" under Regulation

D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to

be subject to such reserve requirements without benefit of or credit for

proration, exemptions or offsets that may be available from time to time to any

Lender under Regulation D. The Statutory Reserve Rate shall be adjusted

automatically on and as of the effective date of any change in any reserve

percentage.

"SUBSIDIARY" shall mean, with respect to any Person (the "PARENT"),

any corporation, partnership, joint venture, limited liability company,

association or other entity the accounts of which would or should be

consolidated with those of the parent in the parent's consolidated financial

statements if such financial statements were prepared in accordance with GAAP as

of such date, as well as any other corporation, partnership, joint venture,

limited liability company, association or other entity (a) of which securities

or other ownership interests representing more than 50% of the equity or more

than 50% of the ordinary voting power, or in the case of a partnership, more

than 50% of the general partnership interests are, as of such date, owned,

Controlled or held, or (b) that is, as of such date, otherwise Controlled by the

parent or one or more subsidiaries of the parent or by the parent and one or

more subsidiaries of the parent. Unless otherwise indicated, all references to

"Subsidiary" hereunder shall mean a Subsidiary of the Borrower.

"SUBSIDIARY GUARANTY AGREEMENT" shall mean the Subsidiary Guaranty

Agreement, substantially in the form of Exhibit E, made by the Subsidiary Loan

Parties in favor of the Administrative Agent for the benefit of the Lenders.

"SUBSIDIARY LOAN PARTY" shall mean any Subsidiary, other than the

Dormant Company, that is not a Foreign Subsidiary.

<PAGE>

"SWINGLINE COMMITMENT" shall mean the commitment of the Swingline

Lender to make Swingline Loans in an aggregate principal amount at any time

outstanding not to exceed $5,000,000.

"SWINGLINE EXPOSURE" shall mean, with respect to each Lender, the

principal amount of the Swingline Loans as to which such Lender is legally

obligated either to make a Base Rate Loan or to purchase a participation in

accordance with Section 2.5, which shall equal such Lender's Pro Rata Share of

all outstanding Swingline Loans.

"SWINGLINE LENDER" shall mean SunTrust Bank, and its successors and

assigns hereunder.

"SWINGLINE LOAN" shall mean a loan made to the Borrower by the

Swingline Lender under the Swingline Commitment.

"SWINGLINE NOTE" shall mean the promissory note of the Borrower

payable to the order of the Swingline Lender in the principal amount of the

Swingline Commitment, substantially the form of Exhibit F.

"SWINGLINE RATE" shall mean, for any Interest Period, the rate as

offered by the Swingline Lender and accepted by the Borrower in writing.

"SWINGLINE TERMINATION DATE" shall mean the date that is five

Business Days prior to the Commitment Termination Date.

"SYNTHETIC LEASE" shall mean a lease transaction under which the

parties intend that (a) the lease will be treated as an "operating lease" by the

lessee pursuant to Statement of Financial Accounting Standards No. 13, as

amended and (b) the lessee will be entitled to various tax and other benefits

ordinarily available to owners (as opposed to lessees) of like property.

"TAXES" shall mean any and all present or future taxes, levies,

imposts, duties, deductions, charges or withholdings imposed by any Governmental

Authority.

"TEST PERIOD" shall mean, for purposes of calculating and

determining compliance with the financial covenants set forth in Sections 6.1

and 6.2, a period of four full fiscal quarters of the Borrower, as selected by

the Borrower out of the six most recently completed fiscal quarters of the

Borrower preceding the date of determination; provided, however, that the

Borrower shall use the same four fiscal quarters selected by the Borrower when

(a) determining and calculating compliance with the Fixed Charge Coverage Ratio

at any time and (b) determining and calculating compliance with both the

Leverage Ratio and the Fixed Charge Coverage Ratio at any time; provided,

further, that any particular quarter selected by the Borrower during any Test

Period may only be used once during such Test Period.

<PAGE>

"TRADEMARK SECURITY AGREEMENT" shall have the meaning provided in

Section 3.1(b)(vii).

"TRANSACTION COSTS" shall mean, with respect to a given transaction,

all investment banking fees, legal fees, brokerage fees, finder's fees, printing

fees, filing fees and accountant's fees, in each case directly related to such

transaction, and other out-of-pocket costs and expenses incurred by a Loan Party

and directly related to such transaction; provided, that any such fees, costs

and expenses paid to an Affiliate of the Borrower shall be excluded from this

definition.

"TYPE", when used in reference to a Loan or Borrowing, refers to

whether the rate of interest on such Loan, or on the Loans comprising such

Borrowing, is determined by reference to the Adjusted LIBOR or the Base Rate.

"UNFUNDED PENSION LIABILITY" means the excess of a Pension Plan's

benefit liabilities under Section 4001(a)(16) of ERISA, over the current value

of that Pension Plan's assets, determined in accordance with the assumptions

used for funding the Pension Plan pursuant to Section 412 of the Code for the

applicable plan year.

"WHOLLY-OWNED SUBSIDIARY" shall mean any Subsidiary all of the

shares of capital stock or other ownership interests of which (except directors'

qualifying shares, or, in the case of any Subsidiary which is not organized or

created under the laws of the United States of America or any political

subdivision thereof, such nominal ownership interests as are required to be held

by third parties under the laws of the foreign jurisdiction under which such

Subsidiary was incorporated or organized) are at the time directly or indirectly

owned by the Borrower.

"WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan

as a result of a complete or partial withdrawal from such Multiemployer Plan, as

such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS. For purposes

of this Agreement, Loans may be classified and referred to by Class (e.g. a

"Revolving Loan") or by Type (e.g. a "Eurodollar Loan" or "Base Rate Loan") or

by Class and Type (e.g. "Revolving Eurodollar Loan"). Borrowings also may be

classified and referred to by Class (e.g. "Revolving Borrowing") or by Type

(e.g. "Eurodollar Borrowing") or by Class and Type (e.g. "Revolving Eurodollar

Borrowing").

SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise

defined or specified herein, all accounting terms used herein shall be

interpreted, all accounting determinations hereunder shall be made, and all

financial statements required to be delivered hereunder shall be prepared, in

accordance with GAAP as in effect from time to time, applied on a basis

consistent (except for such changes approved by the Borrower's independent

public accountants) with the most recent audited consolidated financial

statement of the Borrower delivered pursuant to Section 5.1(a); provided, that

all such accounting terms interpreted and accounting determinations made shall,

in any event, include all activities, operations and financial results of Space

&Technology / Montreal and any other discontinued operations of the Borrower or

its Subsidiaries as if such division or other

<PAGE>

discontinued operations were continuing operations (other than accounting for

depreciation and valuation allowances of such discontinued operations); provided

further, that if the Borrower notifies the Administrative Agent that the

Borrower wishes to amend any covenant in Article VI to eliminate the effect of

any change in GAAP on the operation of such covenant (or if the Administrative

Agent notifies the Borrower that the Required Lenders wish to amend Article VI

for such purpose), then the Borrower's compliance with such covenant shall be

determined on the basis of GAAP in effect immediately before the relevant change

in GAAP became effective, until either such notice is withdrawn or such covenant

is amended in a manner satisfactory to the Borrower and the Required Lenders.

SECTION 1.4. TERMS GENERALLY; RULES OF INTERPRETATION. The

definitions of terms herein shall apply equally to the singular and plural forms

of the terms defined. Whenever the context may require, any pronoun shall

include the corresponding masculine, feminine and neuter forms. The words

"include", "includes" and "including" shall be deemed to be followed by the

phrase "without limitation". The word "will" shall be construed to have the same

meaning and effect as the word "shall". In the computation of periods of time

from a specified date to a later specified date, the word "from" means "from and

including" and the word "to" means "to but excluding". Unless the context

requires otherwise (a) any definition of or reference to any agreement,

instrument or other document herein shall be construed as referring to such

agreement, instrument or other document as it was originally executed or as it

may from time to time be amended, restated, supplemented or otherwise modified

(subject to any restrictions on such amendments, supplements or modifications

set forth herein), (b) any reference herein to any Person shall be construed to

include such Person's successors and permitted assigns, (c) the words "hereof",

"herein" and "hereunder" and words of similar import shall be construed to refer

to this Agreement as a whole and not to any particular provision hereof, (d) all

references to Articles, Sections, Exhibits and Schedules shall be construed to

refer to Articles, Sections, Exhibits and Schedules to this Agreement, (e) the

words "asset" and "property" shall be construed to have the same meaning and

effect and to refer to any and all tangible and intangible assets and

properties, including cash, securities, accounts and contract rights, and (f)

all references to a specific time shall be construed to refer to the time in the

city and state of the Administrative Agent's principal office, unless otherwise

indicated. To the extent that any of the representations and warranties

contained in Section IV under this Agreement or in any of the other Loan

Documents is qualified by "Material Adverse Effect", then the qualifier "in all

material respects" contained in Section 3.2(b) and the qualifier "in any

material respect" contained in Section 8.1(c) shall not apply. Unless otherwise

indicated, all references to time are references to Eastern Standard Time or

Eastern Daylight Savings Time, as the case may be.

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENTS

SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES. Subject to and upon

the terms and conditions herein set forth, (a) the Lenders hereby establish in

favor of the Borrower a revolving credit facility pursuant to which the Lenders

severally agree (to the extent of each Lender's Pro Rata Share up to such

Lender's Revolving Commitment) to make Revolving Loans to the Borrower in

<PAGE>

accordance with Section 2.2, (b) the Issuing Bank agrees to issue Letters of

Credit in accordance with Section 2.26, (c) the Swingline Lender agrees to make

Swingline Loans in accordance with Section 2.4, and (d) each Lender agrees to

purchase a participation interest in the Letters of Credit and the Swingline

Loans pursuant to the terms and conditions hereof; provided, that in no event

shall the aggregate principal amount of all outstanding Revolving Loans,

Swingline Loans and outstanding LC Obligations exceed at any time the Aggregate

Revolving Commitments from time to time in effect.

SECTION 2.2. REVOLVING LOANS. Subject to the terms and conditions

set forth herein, each Lender severally agrees to make Revolving Loans to the

Borrower from time to time on any Business Day during the Availability Period,

in an aggregate principal amount outstanding at any time that will not result in

(a) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving

Commitment or (b) the sum of the aggregate Revolving Credit Exposures of all

Lenders exceeding the Aggregate Revolving Commitments. During the Availability

Period, the Borrower shall be entitled to borrow, prepay and reborrow Revolving

Loans in accordance with the terms and conditions of this Agreement.

SECTION 2.3. PROCEDURE FOR REVOLVING BORROWINGS. the Borrower shall

give the Administrative Agent written notice (or telephonic notice promptly

confirmed in writing) of each Revolving Borrowing substantially in the form of

Exhibit 2.3 attached hereto (a "NOTICE OF REVOLVING BORROWING") (i) prior to

11:00 a.m. (Atlanta, Georgia time) one Business Day prior to the requested date

of each Base Rate Borrowing and (ii) prior to 11:00 a.m. (Atlanta, Georgia time)

three Business Days prior to the requested date of each Eurodollar Borrowing.

Each Notice of Revolving Borrowing shall be irrevocable and shall specify: (i)

the aggregate principal amount of such Borrowing, (ii) the date of such

Borrowing (which shall be a Business Day), (iii) the Type of such Revolving Loan

comprising such Borrowing, and (iv) in the case of a Eurodollar Borrowing, the

duration of the initial Interest Period applicable thereto (subject to the

provisions of the definition of Interest Period). Each Revolving Borrowing shall

consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may

request. The aggregate principal amount of each Eurodollar Borrowing shall be

not less than $1,000,000 or a larger multiple of $500,000, and the aggregate

principal amount of each Base Rate Borrowing shall not be less than $500,000 or

a larger multiple of $100,000; provided, that Base Rate Loans made pursuant to

Section 2.5 or Section 2.26(e) may be made in lesser amounts as provided

therein. At no time shall the total number of Eurodollar Borrowings outstanding

at any time exceed six. Promptly following the receipt of a Notice of Revolving

Borrowing in accordance herewith, the Administrative Agent shall advise each

Lender of the details thereof and the amount of such Lender's Revolving Loan to

be made as part of the requested Revolving Borrowing.

SECTION 2.4. SWINGLINE COMMITMENT. Subject to the terms and

conditions set forth herein, the Swingline Lender agrees to make Swingline Loans

to the Borrower, from time to time from the Closing Date to the Swingline

Termination Date, in an aggregate principal amount outstanding at any time not

to exceed the lesser of (a) the Swingline Commitment then in effect and (b) the

difference between the Aggregate Revolving Commitments and the aggregate

Revolving Credit Exposures of all Lenders; provided, that the Swingline Lender

shall not be required to make a Swingline Loan to refinance an outstanding

Swingline Loan. The Borrower shall be entitled to

<PAGE>

borrow, repay and reborrow Swingline Loans in accordance with the terms and

conditions of this Agreement. Notwithstanding anything herein to the contrary,

the Borrower is under no obligation to accept any offer by the Swingline Lender

to make a Swingline Loan, and the Swingline Lender is under no obligation

whatsoever to offer to make a Swingline Loan to the Borrower.

SECTION 2.5. PROCEDURE FOR SWINGLINE BORROWING; ETC. (a) the

Borrower shall give the Administrative Agent written notice (or telephonic

notice promptly confirmed in writing) of each Swingline Borrowing substantially

in the form of Exhibit 2.5 attached hereto ("NOTICE OF SWINGLINE BORROWING")

prior to 11:00 a.m. (Atlanta, Georgia time) on the requested date of each

Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and

shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of

such Swingline Loan (which shall be a Business Day) and (iii) the account to

which the proceeds of such Swingline Loan should be credited. The Administrative

Agent will promptly advise the Swingline Lender of each Notice of Swingline

Borrowing. Each Swingline Loan shall accrue interest at the Swingline Rate and

shall have an Interest Period (subject to the definition thereof) as agreed

between the Borrower and the Swingline Lender. The aggregate principal amount of

each Swingline Loan shall be not less than $500,000 or a larger multiple of

$100,000, or such other minimum amounts agreed to by the Swingline Lender and

the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan

available to the Borrower in Dollars in immediately available funds at the

account specified by the Borrower in the applicable Notice of Swingline

Borrowing not later than 3:00 p.m. (Atlanta, Georgia time) on the requested date

of such Swingline Loan. The Administrative Agent will notify the Lenders on a

quarterly basis if any Swingline Loans occurred during such quarter.

(b) If (i) any Swingline Loan matures and remains unpaid; (ii) any

Default or Event of Default occurs or (iii) the Swingline Lender's total amount

of outstanding aggregate Revolving Credit Exposures and Swingline Loans exceed

the Swingline Lender's Revolving Commitment, the Swingline Lender may, on behalf

of the Borrower (which hereby irrevocably authorizes and directs the Swingline

Lender to act on its behalf), give a Notice of Revolving Borrowing to the

Administrative Agent requesting the Lenders (including the Swingline Lender) to

make Base Rate Loans in an amount equal to the unpaid principal amount of any

Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan

included in such Borrowing available to the Administrative Agent for the account

of the Swingline Lender in accordance with Section 2.9, which will be used

solely for the repayment of such Swingline Loan.

determined in the sole discretion of the Administrative Agent), or is not, made

in accordance with the foregoing provisions, then each Lender (other than the

Swingline Lender) shall purchase an undivided participating interest in such

Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that

such Base Rate Borrowing should have occurred. On the date of such required

purchase, each Lender shall promptly transfer, in immediately available funds,

the amount of its participating interest to the Administrative Agent for the

account of the Swingline Lender. If such Swingline Loan bears interest at a rate

other than the Base Rate, such Swingline Loan shall automatically become a Base

Rate Loan on the effective date of any such participation and interest shall

become payable on demand.

<PAGE>

(d) Each Lender's obligation to make a Base Rate Loan pursuant to

Section 2.5(b) or to purchase the participating interests pursuant to Section

2.5(c) shall be absolute and unconditional and shall not be affected by any

circumstance, including without limitation (i) any setoff, counterclaim,

recoupment, defense or other right that such Lender or any other Person may have

or claim against the Swingline Lender, the Borrower or any other Person for any

reason whatsoever, (ii) the existence of a Default or an Event of Default or the

termination of any Lender's Revolving Commitment, (iii) the existence (or

alleged existence) of any event or condition which has had or could reasonably

be expected to have a Material Adverse Effect, (iv) any breach of this Agreement

or any other Loan Document by the Borrower, the Administrative Agent or any

Lender or (v) any other circumstance, happening or event whatsoever, whether or

not similar to any of the foregoing. If such amount is not in fact made

available to the Swingline Lender by any Lender, the Swingline Lender shall be

entitled to recover such amount on demand from such Lender, together with

accrued interest thereon for each day from the date of demand thereof at the

Federal Funds Rate. Until such time as such Lender makes its required payment,

the Swingline Lender shall be deemed to continue to have outstanding Swingline

Loans in the amount of the unpaid participation for all purposes of the Loan

Documents. In addition, such Lender shall be deemed to have assigned any and all

payments made of principal and interest on its Loans and any other amounts due

to it hereunder, to the Swingline Lender to fund the amount of such Lender's

participation interest in such Swingline Loans that such Lender failed to fund

pursuant to this Section, until such amount has been purchased in full.

SECTION 2.6. INCREASE OF REVOLVING COMMITMENTS.

(a) Upon the Canadian Sale and Prepayment Event, the Aggregate

Revolving Commitments shall be increased by $15,000,000 (the "Additional

Revolving Commitment Amount"). No less than ten days prior to the consummation

of the Canadian Sale and Prepayment Event, the Borrower shall give written

notice to the Administrative Agent (who shall promptly notify the Lenders

thereof) of the date that the Canadian Sale and Prepayment Event will be

effective. On the effective date of the Canadian Sale and Prepayment Event, so

long as no Default or Event of Default has occurred and is then continuing, each

Canadian Lender (or an Affiliate thereof designated by such Canadian Lender who

becomes a party to this Agreement and is otherwise reasonably acceptable to the

Borrower and the Administrative Agent (such Affiliate, an "Approved Affiliate"))

shall be deemed to have increased its Revolving Commitment by a principal amount

equal to its Canadian Pro Rata Share of the Additional Revolving Commitment

Amount. No Lender (other than the Canadian Lenders (or Approved Affiliates))

shall have any obligation to increase its Revolving Commitment or its other

obligations under this Agreement and the other Loan Documents.

(b) An increase in the Aggregate Revolving Commitments pursuant to

this Section shall become effective as and when provided in subsection (a)

above. The Canadian Lenders (or Approved Affiliates) agree to enter into an

agreement in form and substance satisfactory to the Administrative Agent setting

forth the new Revolving Commitments of such Canadian Lenders (or Approved

Affiliate) and Annex I shall automatically be deemed amended to reflect the

Revolving Commitments of all Lenders after giving effect to the addition of such

Revolving Commitments.

<PAGE>

Commitments pursuant to this Section, within five Business Days, in the case of

any Base Rate Loans then outstanding, and at the end of the then current

Interest Period with respect thereto, in the case of any Eurodollar Loans then

outstanding, the Borrower shall prepay such Loans in their entirety and, the

Borrower shall reborrow Loans from the Lenders in proportion to their respective

Revolving Commitments after giving effect to such increase, until such time as

all outstanding Loans are held by the Lenders in such proportion.

SECTION 2.7. [RESERVED.].

SECTION 2.8. [RESERVED.]

SECTION 2.9. FUNDING OF BORROWINGS.

(a) Each Lender will make available each Borrowing in Dollars of

Revolving Loans to be made by it hereunder on the proposed date thereof by wire

transfer in immediately available funds by 11:00 a.m. (Atlanta, Georgia time) to

the Administrative Agent at the Payment Office. Swingline Loans will be made as

set forth in Section 2.5. The Administrative Agent will make such Loans

available to the Borrower by promptly crediting the amounts that it receives, in

like funds by the close of business on such proposed date, to an account

maintained with the Administrative Agent or, at the Borrower's option, by

effecting a wire transfer of such amounts to an account designated by the

Borrower to the Administrative Agent.

(b) Unless the Administrative Agent shall have been notified by any

Lender prior to 3:00 p.m. (Atlanta, Georgia time) one Business Day prior to the

date of a Borrowing in which such Lender is participating that such Lender will

not make available to the Administrative Agent such Lender's share of such

Borrowing, the Administrative Agent may assume that such Lender has made such

amount available to the Administrative Agent on such date, and the

Administrative Agent, in reliance on such assumption, may make available to the

Borrower on such date a corresponding amount. If such corresponding amount is

not in fact made available to the Administrative Agent by such Lender on the

date of such Borrowing, the Administrative Agent shall be entitled to recover

such corresponding amount on demand from such Lender together with interest at a

rate per annum equal to the Administrative Agent's cost of funds for such amount

for up to two days and thereafter at the rate specified for such Borrowing. If

such Lender does not pay such corresponding amount forthwith upon the

Administrative Agent's demand therefor and the Administrative Agent has made the

amount of such Borrowing available to the Borrower, the Administrative Agent

shall promptly notify the Borrower, and the Borrower shall immediately pay such

corresponding amount to the Administrative Agent together with interest at the

rate specified for such Borrowing. Nothing in this subsection shall be deemed to

relieve any Lender from its obligation to fund its Pro Rata Share of any

Borrowing hereunder or to prejudice any rights which the Borrower may have

against any Lender as a result of any default by such Lender hereunder.

their respective Pro Rata Shares. No Lender shall be responsible for any default

by any other Lender in its

<PAGE>

obligations hereunder, and each Lender shall be obligated to make its Loans

provided to be made by it hereunder, regardless of the failure of any other

Lender to make its Loans hereunder.

SECTION 2.10. INTEREST ELECTIONS; CONVERSIONS; CONTINUATIONS.

(a) Each Borrowing initially shall be of the Type specified in the

applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall

have an initial Interest Period as specified in such Notice of Borrowing.

Thereafter, the Borrower may elect to convert such Borrowing into a different

Type or to continue such Borrowing (subject to satisfaction of any conditions

applicable to Borrowings of that Type), and in the case of a Eurodollar

Borrowing, may elect Interest Periods therefor, all as provided in this Section.

The Borrower may elect different options with respect to different portions of

the affected Borrowing, in which case each such portion shall be allocated

ratably among the Lenders holding Loans comprising such Borrowing, and the Loans

comprising each such portion shall be considered a separate Borrowing. This

Section shall not apply to Swingline Borrowings, which may not be converted or

continued.

(b) To make an election pursuant to this Section, the Borrower shall

give the Administrative Agent prior written notice (or telephonic notice

promptly confirmed in writing) of each Borrowing substantially in the form of

Exhibit 2.10 attached hereto (a "NOTICE OF CONVERSION/CONTINUATION") that is to

be converted or continued, as the case may be, (x) prior to 11:00 a.m. (Atlanta,

Georgia time) one Business Day prior to the requested date of a conversion into

a Base Rate Borrowing and (y) prior to 11:00 a.m. (Atlanta, Georgia time) three

Business Days prior to a continuation of or conversion into a Eurodollar

Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and

shall specify (i) the Borrowing to which such Notice of Continuation/Conversion

applies and if different options are being elected with respect to different

portions thereof, the portions thereof that are to be allocated to each

resulting Borrowing (in which case the information to be specified pursuant to

clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii)

the effective date of the election made pursuant to such Notice of

Continuation/Conversion, which shall be a Business Day, (iii) whether the

resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing;

and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing and the

duration of the Interest Period applicable thereto after giving effect to such

election, which shall be a period contemplated by the definition of "Interest

Period". If any such Notice of Continuation/Conversion requests a Eurodollar

Borrowing but does not specify an Interest Period, the Borrower shall be deemed

to have selected an Interest Period of one month. The principal amount of any

resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar

Borrowings and Base Rate Borrowings set forth in Section 2.3.

Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of

Conversion/Continuation, then, unless such Borrowing is repaid as provided

herein, the Borrower shall be deemed to have elected to convert such Borrowing

to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a

Eurodollar Borrowing if a Default or an Event of Default exists, unless the

Administrative Agent and each of the Lenders shall have otherwise consented in

writing. Further, any Eurodollar Borrowing that may not be continued as a

Eurodollar Borrowing as a result of a Default or Event of Default shall

automatically convert to a Base Rate Borrowing at the end of then

<PAGE>

applicable Interest Period, and such Borrowing shall be subject to the increased

interest rate specified under Section 2.15(c) both before and after the

conversion thereof, such increased interest rate commencing on and as of the

date of such Default or Event of Default. No conversion of any Eurodollar Loans

shall be permitted except on the last day of the Interest Period in respect

thereof.

(d) Upon receipt of any Notice of Conversion/Continuation, the

Administrative Agent shall promptly notify each Lender of the details thereof

and of such Lender's portion of each resulting Borrowing.

SECTION 2.11. TERMINATION OF COMMITMENTS.

Unless previously terminated, all Revolving Commitments shall

terminate on the Commitment Termination Date, except that the Swingline

Commitment shall terminate on the Swingline Termination Date.

SECTION 2.12. REPAYMENT OF LOANS.

(a) The outstanding principal amount of all Revolving Loans shall be

due and payable (together with accrued and unpaid interest thereon) on the

Commitment Termination Date.

(b) The principal amount of each Swingline Loan shall be due and

payable (together with accrued interest thereon) on the earlier of (i) the last

day of the Interest Period applicable to such Loan and (ii) the Swingline

Termination Date.

SECTION 2.13. EVIDENCE OF INDEBTEDNESS. (a) Each Lender shall

maintain in accordance with its usual practice appropriate records evidencing

the Indebtedness of the Borrower to such Lender resulting from each Loan made by

such Lender from time to time, including the amounts of principal and interest

payable thereon and paid to such Lender from time to time under this Agreement.

The Administrative Agent shall maintain appropriate records in which shall be

recorded (i) the Revolving Commitment of each Lender, (ii) the amount of each

Loan made hereunder by each Lender, the Class and Type thereof and the Interest

Period applicable thereto, (iii) the date of each continuation thereof pursuant

to Section 2.10, (iv) the date of each conversion of all or a portion thereof to

another Type pursuant to Section 2.10, (v) the date and amount of any principal

or interest due and payable or to become due and payable from the Borrower to

each Lender hereunder in respect of such Loans and (vi) both the date and amount

of any sum received by the Administrative Agent hereunder from the Borrower in

respect of the Loans and each Lender's Pro Rata Share thereof. The entries made

in such records shall be prima facie evidence of the existence and amounts of

the obligations of the Borrower therein recorded; provided, that the failure or

delay of any Lender or the Administrative Agent in maintaining or making entries

into any such record or any error therein shall not in any manner affect the

obligation of the Borrower to repay the Loans (both principal and unpaid accrued

interest) of such Lender in accordance with the terms of this Agreement.

(b) At the request of any Lender (including the Swingline Lender) at

any time, the Borrower agrees that it will execute and deliver to such Lender a

Revolving Credit Note and, in the

<PAGE>

case of the Swingline Lender only, a Swingline Note, payable to the order of

such Lender, and such Lender agrees, upon receipt of such new Note and request

of the Borrower, such Lender will promptly cancel and return any Note replaced

by such new Note to the Borrower.

SECTION 2.14. OPTIONAL AND MANDATORY PREPAYMENTS.

(a) Optional Prepayment. The Borrower shall have the right at any

time and from time to time to prepay any Borrowing, in whole or in part, without

premium or penalty, by giving irrevocable written notice (or telephonic notice

promptly confirmed in writing) to the Administrative Agent no later than (i) in

the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (Atlanta, Georgia

time) not less than three Business Days prior to any such prepayment, (ii) in

the case of any prepayment of any Base Rate Borrowing, not less than one

Business Day prior to the date of such prepayment, and (iii) in the case of

Swingline Borrowings, prior to 11:00 a.m. (Atlanta, Georgia time) on the date of

such prepayment. Each such notice shall be irrevocable and shall specify the

proposed date of such prepayment and the principal amount of each Borrowing or

portion thereof to be prepaid. Upon receipt of any such notice, the

Administrative Agent shall promptly notify each affected Lender of the contents

thereof and of such Lender's Pro Rata Share of any such prepayment. If such

notice is given, the aggregate amount specified in such notice shall be due and

payable on the date designated in such notice, together with accrued interest to

such date on the amount so prepaid in accordance with Section 2.15(d); provided,

that if a Eurodollar Borrowing is prepaid on a date other than the last day of

an Interest Period applicable thereto, the Borrower shall also pay all amounts

required pursuant to Section 2.22. Each partial prepayment of any Loan (other

than a Swingline Loan) shall be in minimum amounts of $500,000 or larger

multiples of $100,000. Each prepayment of a Borrowing shall be applied ratably

to the Loans comprising such Borrowing.

(b) Mandatory Prepayment.

(i) Promptly upon (and in any event not later than five

Business Days after) its receipt thereof, the Borrower shall, subject to

clause (iv) immediately below, prepay or cause to be prepaid the

outstanding principal amount of Revolving Loans in an amount equal to 100%

of the Net Proceeds from any Debt Issuance made after the Closing Date,

and will deliver to the Administrative Agent, concurrently with such

prepayment, a certificate signed by the Chief Financial Officer of the

Borrower in form and substance satisfactory to the Administrative Agent

and setting forth the calculation of such Net Proceeds. Notwithstanding

the foregoing, nothing in this subsection (i) shall be deemed to permit

any Debt Issuance not expressly permitted under Section 7.1.

(ii) Promptly upon (and in any event not later than five

Business Days after) its receipt thereof, the Borrower shall, subject to

clause (iv) immediately below, prepay or cause to be prepaid the

outstanding principal amount of Revolving Loans in an amount equal to 50%

of the Net Proceeds from any Asset Disposition (other than any Asset

Disposition under Section 7.6(b)) and will deliver to the Administrative

Agent, concurrently with such prepayment, a certificate signed by the

Chief Financial Officer of the Borrower in form and substance satisfactory

to the Administrative Agent and setting forth the calculation of such Net

Proceeds. Notwithstanding the foregoing, nothing in this subsection (ii)

shall be

<PAGE>

deemed to permit any Asset Disposition not expressly permitted under

Section 7.6.

(iii) Not later than thirty days after its receipt of any

proceeds of insurance, condemnation award or other compensation in respect

of any Casualty Event (and in any event upon its determination not to

repair or replace any property subject to such Casualty Event), the

Borrower shall, subject to clause (iv) immediately below, prepay or cause

to be prepaid the outstanding principal amount of Revolving Loans in an

amount equal to 100% of the Net Proceeds from such Casualty Event (less

any amounts theretofore applied, to be applied or contractually committed

to be applied within 180 days after the occurrence of such Casualty Event

to the repair or replacement of property subject to such Casualty Event)

and will deliver to the Administrative Agent, concurrently with such

prepayment, a certificate signed by the Chief Financial Officer of the

Borrower in form and substance satisfactory to the Administrative Agent

and setting forth the calculation of such Net Proceeds.

(iv) Each prepayment of Revolving Loans made pursuant to

clauses (i) through (iii) above shall be applied to reduce the outstanding

principal amount of Revolving Loans, with a corresponding permanent

reduction to the Revolving Commitment in an amount equal to the amount of

the prepayment required by this subsection (b); provided, however, that so

long as a prepayment of the Canadian Facility Indebtedness for the events

described under clauses (i) through (iii) above would not have an adverse

tax consequence for the Borrower or the Canadian Borrower (as reasonably

determined by the Borrower), each prepayment of Revolving Loans required

to be made pursuant to clauses (i) through (iii) above shall be applied to

reduce the outstanding principal amount of Revolving Loans and the

"Revolving Loans" under and as defined in the Canadian Revolving Credit

Agreement, pro rata based on the then outstanding principal amount under

this Agreement and the Canadian Revolving Credit Agreement, with a

corresponding permanent reduction to the Revolving Commitment hereunder

and a corresponding permanent reduction to the "Revolving Commitment"

under and as defined in the Canadian Revolving Credit Agreement, in each

case, in an amount equal to the amount so prepaid; provided, further, that

the Canadian Prepayment Amount shall be applied solely towards the

prepayment of the Canadian Facility Indebtedness.

(v) Each prepayment of Loans made pursuant to this

subsection (b) shall be first applied to the repayment of Base Rate Loans

until all Base Rate Loans are paid in full, and then to Eurodollar Loans.

Each prepayment of a Eurodollar Loan made pursuant to the provisions of

this subsection (b) on a day other than the last day of the Interest

Period applicable thereto shall be made together with all amounts required

under Section 2.22.

Commencing on December 31, 2005 and continuing on each June 30 and December 31

thereafter, the Aggregate Revolving Commitment shall be automatically reduced in

an amount equal to $1,250,000 until such time as the "Aggregate Revolving

Commitment" (as such term is defined in the Canadian Credit Agreement) of the

Canadian Lenders under the Canadian Revolving Credit Agreement is reduced to an

amount of not more than $22,500,000; for greater certainty this obligation shall

cease at such time, if ever, that the "Revolving Commitment" (as such term is

defined in the Canadian Credit

<PAGE>

Agreement) under the Canadian Revolving Credit Agreement is reduced to an amount

of not more than $22,500,000 in accordance with Section 2.11(b)(i) thereof. If

at any time, as a result in the reduction of the Aggregate Revolving Commitment

under this subsection (c), the sum of the outstanding amount of the Loans plus

the LC Exposure exceeds the Aggregate Revolving Commitment, then the Borrower

shall immediately pay the amount of such excess to the Administrative Agent for

the respective accounts of the Lenders for application: first, to unreimbursed

LC Disbursements; second, to the Swingline Loans; third, to the Revolving Loans;

and fourth, to provide to the Administrative Agent cash collateral for the

aggregate undrawn amount of all outstanding Letters of Credit as contemplated by

Section 2.26(h). Each payment of any unreimbursed LC Disbursements or prepayment

of Loans shall be allocated among the Lenders, in proportion, as nearly as

practicable, to each unreimbursed LC Disbursement or (as the case may be) the

respective unpaid principal amount of any Loan owed to such Lender, with

adjustments to the extent practicable to equalize any prior payments or

repayments not exactly in proportion.

SECTION 2.15. INTEREST ON LOANS.

(a) The Borrower shall pay interest (i) on each Base Rate Loan at

the Base Rate in effect from time to time plus the Applicable Margin in effect

from time to time for Base Rate Loans, and (ii) on each Eurodollar Loan at the

Adjusted LIBOR for the applicable Interest Period then in effect for such

Eurodollar Loan plus the Applicable Margin in effect from time to time for

Eurodollar Loans.

(b) The Borrower shall pay interest on each Swingline Loan at the

Swingline Rate in effect from time to time.

option of the Required Lenders, the Borrower shall pay interest ("DEFAULT

INTEREST") with respect to all Eurodollar Loans at the rate otherwise applicable

for the then-current Interest Period plus an additional 2% per annum until the

last day of such Interest Period, and thereafter, and with respect to all Base

Rate Loans and all other Obligations hereunder (other than Loans), at the Base

Rate then in effect for Base Rate Loans plus the Applicable Margin for Base Rate

Loans plus an additional 2.0% per annum. While an Event of Default exists and

after acceleration, the Applicable Percentage for the letter of credit fees

provided for under Section 2.16(c) shall be increased by 2.0%.

(d) Interest on the principal amount of all Loans shall accrue from

and including the date such Loans are made to but excluding the date of any

repayment thereof, provided such Loans are repaid within the times provided for

hereunder. Interest on all outstanding Base Rate Loans shall be payable

quarterly in arrears on the last day of each March, June, September and December

and on the Commitment Termination Date. Interest on all outstanding Eurodollar

Loans shall be payable on the last day of each Interest Period applicable

thereto, and, in the case of any Eurodollar Loans having an Interest Period in

excess of three months or 90 days, respectively, on each day which occurs every

three months or 90 days, as the case may be, after the initial date of such

Interest Period, and on the Commitment Termination Date. Interest on each

Swingline Loan shall be payable on the maturity date of such Loan, which shall

be the last day of the Interest Period applicable thereto, and on the Swingline

Termination Date. Interest on any Loan which is converted into a Loan of another

Type or which is repaid or prepaid shall be payable on the date of such

<PAGE>

conversion or on the date of any such repayment or prepayment (on the amount

repaid or prepaid) thereof. All Default Interest and increased letter of credit

fees payable under subsection (c) of this Section shall be payable on demand.

(e) The Administrative Agent shall determine each interest rate

applicable to the Loans hereunder and shall promptly notify the Borrower and the

Lenders of such rate in writing (or by telephone, promptly confirmed in

writing). Any such determination shall be conclusive and binding for all

purposes, absent manifest error.

SECTION 2.16. FEES.

(a) Administrative Agent's Fees. The Borrower shall pay to the

Administrative Agent for its own account fees in the amounts and at the times

previously agreed upon by the Borrower and the Administrative Agent.

(b) Commitment Fee. The Borrower agrees to pay to the Administrative

Agent for the account of each Lender a commitment fee, which fee shall accrue at

the Applicable Percentage on the average daily amount of the unused Revolving

Commitment of such Lender during the Availability Period. Accrued commitment

fees shall be payable in arrears on the last day of each March, June, September

and December of each year and on the Commitment Termination Date, commencing on

the first such date after the Closing Date. For purposes of computing commitment

fees with respect to the Revolving Commitments, the Revolving Commitment of each

Lender shall be deemed used to the extent of the outstanding Revolving Loans and

LC Exposure of such Lender. Any Swingline Loans outstanding shall be treated as

if such Loan were unused for purposes of this subsection (b).

Administrative Agent, for the account of each Lender, a letter of credit fee

with respect to its participation in each Letter of Credit (including the

Existing Letters of Credit), which shall accrue at the Applicable Percentage

then in effect on the average daily amount of such Lender's LC Exposure

(excluding any portion thereof attributable to unreimbursed LC Disbursements)

attributable to such Letter of Credit during the period from and including the

date of issuance of such Letter of Credit to but excluding the date on which

such Letter of Credit expires or is drawn in full (including without limitation

any LC Exposure that remains outstanding after the Commitment Termination Date)

and (ii) to the Issuing Bank for its own account a fronting fee, which shall

accrue at the rate of 0.125% per annum on the average daily amount of the LC

Exposure (excluding any portion thereof attributable to unreimbursed LC

Disbursements) during the Availability Period (or until the date that such

Letter of Credit is irrevocably cancelled, whichever is later), as well as the

Issuing Bank's standard fees with respect to issuance, amendment, renewal or

extension of any Letter of Credit or processing of drawings thereunder.

Notwithstanding any term of any letter of credit application, reimbursement

agreement or other agreement entered into between the Borrower and the Issuing

Bank in connection with any Existing Letter of Credit which term relates to fees

payable in connection with such Existing Letter of Credit, the terms of this

Section regarding letter of credit fees and fronting fees shall control from and

after the Closing Date.

<PAGE>

(d) Payments. Accrued fees (other than the Administrative Agent's

fees in subsection (a) above) shall be payable quarterly in arrears on the last

day of each of March, June, September and December, commencing on the first such

date after the Closing Date and on the Commitment Termination Date (and if

later, the date the Loans and LC Exposure shall be repaid in their entirety).

SECTION 2.17. EFFECTIVE DATE FOR ADJUSTMENT TO APPLICABLE PERCENTAGE

AND APPLICABLE MARGIN. The Applicable Percentage and Applicable Margin shall be

determined and adjusted quarterly on the date that is two Business Days after

the date on which the Borrower provides the officer's certificate in accordance

with the provisions of Section 5.1.(c) (each "Margin Calculation Date");

provided, however that (i) the Applicable Percentage and the Applicable Margin

from the Closing Date until the first Margin Calculation Date subsequent to the

Closing Date shall be at Level V (as set forth in Schedule I), and, thereafter,

such level shall be determined by the then current Leverage Ratio, and (ii) if

the Borrower fails to provide the officer's certificate to the Administrative

Agent by the date such certificate is required to be delivered under Section

5.1.(c), the Applicable Percentage and the Applicable Margin from such date

shall be at Level V until such time as an appropriate officer's certificate is

provided, whereupon the level shall be determined by the then current Leverage

Ratio. Except as set forth above, the Applicable Percentage and the Applicable

Margin shall be effective from one Margin Calculation Date until the next Margin

Calculation Date.

SECTION 2.18. COMPUTATION OF INTEREST AND FEES. All computations of

interest and all fees hereunder shall be made on the basis of a year of 360 days

and paid for the actual number of days elapsed (including the first day but

excluding the last day). Each determination by the Administrative Agent of an

interest amount or fee hereunder shall be made in good faith and, except for

manifest error, shall be final, conclusive and binding for all purposes.

SECTION 2.19. INABILITY TO DETERMINE INTEREST RATES. If prior to the

commencement of any Interest Period for any Eurodollar Borrowing,

(i) the Administrative Agent shall have determined (which

determination shall be conclusive and binding upon the Borrower) that, by

reason of circumstances affecting the relevant interbank market, adequate

means do not exist for ascertaining the LIBOR for such Interest Period, or

(ii) the Administrative Agent shall have received notice from the

Required Lenders that the Adjusted LIBOR does not adequately and fairly

reflect the cost to such Lenders of making, funding or maintaining their

Eurodollar Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice,

promptly confirmed in writing) to the Borrower and to the Lenders as soon as

practicable thereafter. In the case of Eurodollar Loans, until the

Administrative Agent shall notify the Borrower and the Lenders that the

circumstances giving rise to such notice no longer exist, (A) the obligations of

the Lenders to make Eurodollar Revolving Loans or to continue or convert

outstanding Loans as or into Eurodollar Loans shall be suspended and (B) all

such affected Loans shall be converted into Base Rate Loans on the

<PAGE>

last day of the then current Interest Period applicable thereto unless the

Borrower repays or prepays such Loans in accordance with this Agreement. Unless

the Borrower notifies the Administrative Agent at least one Business Day before

the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing

has previously been given that it elects not to borrow on such date, then such

Borrowing shall be made as a Base Rate Borrowing.

SECTION 2.20. ILLEGALITY. If any Change in Law shall make it

unlawful or impossible for any Lender to make, maintain or fund any Eurodollar

Loan and such Lender shall so notify the Administrative Agent, the

Administrative Agent shall promptly give notice thereof to the Borrower and the

other Lenders, whereupon until such Lender notifies the Administrative Agent and

the Borrower that the circumstances giving rise to such suspension no longer

exist, the obligation of such Lender to make Eurodollar Revolving Loans or to

continue or convert outstanding Loans as or into Eurodollar Loans shall be

suspended. In the case of the making of a Eurodollar Borrowing, such Lender's

Revolving Loan shall be made as a Base Rate Loan as part of the same Borrowing

for the same Interest Period and if the affected Eurodollar Loan is then

outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the

last day of the then current Interest Period applicable to such Eurodollar Loan

if such Lender may lawfully continue to maintain such Loan to such date or (ii)

immediately if such Lender shall determine that it may not lawfully continue to

maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the

affected Lender shall, prior to giving such notice to the Administrative Agent,

designate a different Applicable Lending Office if such designation would avoid

the need for giving such notice and if such designation would not otherwise be

disadvantageous to such Lender in the good faith exercise of its discretion.

SECTION 2.21. INCREASED COSTS.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special

deposit or similar requirement that is not otherwise included in the

determination of the Adjusted LIBOR hereunder against assets of, deposits

with or for the account of, or credit extended by, any Lender (except any

such reserve requirement reflected in the Adjusted LIBOR ) or the Issuing

Bank; or

(ii) impose on any Lender or on the Issuing Bank or the

Eurodollar interbank market any other condition affecting this Agreement

or any Eurodollar Loans made by such Lender or any Letter of Credit or any

participation therein;

and the result of the foregoing is to increase the cost to such Lender of

making, converting into, continuing or maintaining a Eurodollar Loan, or to

increase the cost to such Lender or the Issuing Bank of participating in or

issuing any Letter of Credit or to reduce the amount received or receivable by

such Lender or the Issuing Bank hereunder (whether of principal, interest or any

other amount), then the Borrower shall promptly pay, upon written notice from

and demand by such Lender on the Borrower (with a copy of such notice and demand

to the Administrative Agent), to the Administrative Agent for the account of

such Lender, within five Business Days after the date of

<PAGE>

such notice and demand, additional amount or amounts sufficient to compensate

such Lender or the Issuing Bank, as the case may be, for such additional costs

incurred or reduction suffered.

(b) If any Lender or the Issuing Bank shall have determined that on

or after the date of this Agreement any Change in Law regarding capital

requirements has or would have the effect of reducing the rate of return on such

Lender's or the Issuing Bank's capital (or on the capital of such Lender's or

the Issuing Bank's parent corporation) as a consequence of its obligations

hereunder or under or in respect of any Letter of Credit to a level below that

which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's

parent corporation could have achieved but for such Change in Law (taking into

consideration such Lender's or the Issuing Bank's policies or the policies of

such Lender's or the Issuing Bank's parent corporation with respect to capital

adequacy) then, from time to time, within five Business Days after receipt by

the Borrower of written demand by such Lender (with a copy thereof to the

Administrative Agent), the Borrower shall pay to such Lender such additional

amounts as will compensate such Lender or the Issuing Bank or such Lender's or

the Issuing Bank's parent corporation for any such reduction suffered.

(d) [RESERVED]

(e) A certificate of a Lender or the Issuing Bank setting forth the

amount or amounts necessary to compensate such Lender or the Issuing Bank or

such Lender's or the Issuing Bank's holding company, as the case may be,

specified in paragraph (a) or (b) of this Section shall be delivered to the

Borrower (with a copy to the Administrative Agent) and shall be conclusive,

absent manifest error. The Borrower shall pay any such Lender or the Issuing

Bank, as the case may be, such amount or amounts within 10 days after receipt

thereof.

(f) Failure or delay on the part of any Lender or the Issuing Bank

to demand compensation pursuant to this Section shall not constitute a waiver of

such Lender's or the Issuing Bank's right to demand such compensation; provided,

that the Borrower shall not be required to compensate a Lender or the Issuing

Bank under this Section for any increased costs or reductions incurred more than

six months prior to the date that such Lender or the Issuing Bank notifies the

Borrower of such increased costs or reductions and of such Lender's or the

Issuing Bank's intention to claim compensation therefore; provided further, that

if the Change in Law giving rise to such increased costs or reductions is

retroactive, then such six-month period shall be extended to include the period

of such retroactive effect.

SECTION 2.22. FUNDING INDEMNITY. In the event of (a) the payment of

any principal of a Eurodollar Loan other than on the last day of the Interest

Period applicable thereto (including as a result of an Event of Default), (b)

the conversion or continuation of a Eurodollar Loan other than on the last day

of the Interest Period applicable thereto or (c) the failure by the Borrower to

borrow, prepay, convert or continue any Eurodollar Loan on the date specified in

any applicable notice (regardless of whether such notice is withdrawn or

revoked), then, in any such event, the Borrower shall compensate each Lender,

within five Business Days after written demand from such Lender, for any loss,

cost or expense attributable to such event. In the case of a Eurodollar Loan,

such loss, cost

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or expense shall be deemed to include an amount determined by such Lender to be

the excess, if any, of (i) the amount of interest that would have accrued on the

principal amount of such Eurodollar Loan if such event had not occurred at the

Adjusted LIBOR applicable to such Eurodollar Loan for the period from the date

of such event to the last day of the then current Interest Period therefor (or

in the case of a failure to borrow, convert or continue, for the period that

would have been the Interest Period for such Eurodollar Loan) over (ii) the

amount of interest that would accrue on the principal amount of such Eurodollar

Loan for the same period if the Adjusted LIBOR were set on the date such

Eurodollar Loan was prepaid or converted or the date on which the Borrower

failed to borrow, convert or continue such Eurodollar Loan. A certificate as to

any additional amount payable under this Section 2.22 submitted to the Borrower

by any Lender shall be conclusive, absent manifest error.

SECTION 2.23. TAXES.

(a) Any and all payments by or on account of any obligation of the

Borrower hereunder shall be made free and clear of and without deduction for any

Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be

required to deduct any Indemnified Taxes or Other Taxes from such payments, then

(i) the sum payable shall be increased as necessary so that after making all

required deductions (including deductions applicable to additional sums payable

under this Section) the Administrative Agent, any Lender or the Issuing Bank (as

the case may be) shall receive an amount equal to the sum it would have received

had no such deductions been made, (ii) the Borrower shall make such deductions

and (iii) the Borrower shall pay the full amount deducted to the relevant

Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the

relevant Governmental Authority in accordance with applicable law.

Lender and the Issuing Bank, within five Business Days after written demand

therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by

the Administrative Agent, such Lender or the Issuing Bank, as the case may be,

on or with respect to any payment by or on account of any obligation of the

Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or

asserted on or attributable to amounts payable under this Section) and any

penalties, interest and reasonable expenses arising therefrom or with respect

thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or

legally imposed or asserted by the relevant Governmental Authority. A

certificate as to the amount of such payment or liability delivered to the

Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its

own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive

absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or

Other Taxes by the Borrower to a Governmental Authority, the Borrower shall

deliver to the Administrative Agent the original or a certified copy of a

receipt issued by such Governmental Authority evidencing such payment, a copy of

the return reporting such payment or other evidence of such payment reasonably

satisfactory to the Administrative Agent.

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(e) Any Foreign Lender that is entitled to an exemption from or

reduction of withholding tax under the Code, or any treaty to which the United

States is a party, with respect to payments under this Agreement shall deliver

to the Borrower (with a copy to the Administrative Agent), at the time or times

prescribed by applicable law, such properly completed and executed documentation

prescribed by applicable law or reasonably requested by the Borrower as will

permit such payments to be made without withholding or at a reduced rate.

Without limiting the generality of the foregoing, each Foreign Lender agrees

that it will deliver to the Administrative Agent and the Borrower (or in the

case of a Participant, to the Lender from which the related participation shall

have been purchased) two duly completed copies of (i) Internal Revenue Service

Form W-8 ECI, or any successor form thereto, certifying that the payments

received from the Borrower hereunder are effectively connected with such Foreign

Lender's conduct of a trade or business in the United States or (ii) Internal

Revenue Service Form W-8 BEN, or any successor form thereto, certifying that

such Foreign Lender is entitled to benefits under an income tax treaty to which

the Untied States is a party which reduces the rate of withholding tax on

payments of interest or (iii) Internal Revenue Service Form W-8 BEN, or any

successor form prescribed by the Internal Revenue Service; or (iv) such other

Internal Revenue Service forms as may be applicable to the Foreign Lender,

including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to

the Borrower and the Administrative Agent such forms on or before the date that

it becomes a party to this Agreement (or in the case of a Participant, on or

before the date such Participant purchases the related participation). In

addition, each such Lender shall deliver such forms promptly upon the

obsolescence or invalidity of any form previously delivered by such Lender. Each

such Lender shall promptly notify the Borrower and the Administrative Agent at

any time that it determines that

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