Exhibit 10.1 REVOLVING CREDIT AGREEMENT -------------------------- dated as of August 28, 2002

Exhibit 10.1

REVOLVING CREDIT AGREEMENT
--------------------------

dated as of August 28, 2002

among

LIFELINE SYSTEMS, INC.

THE LENDERS LISTED ON SCHEDULE 1 HERETO

and

CITIZENS BANK OF MASSACHUSETTS

TABLE OF CONTENTS

1. DEFINITIONS AND RULES OF INTERPRETATION...................................... 1
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1.1. Definitions........................................................ 1
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1.2. Rules of Interpretation............................................ 18
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2. THE REVOLVING CREDIT FACILITY................................................ 19
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2.1. Commitment to Lend................................................. 19
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2.2. Commitment Fee..................................................... 20
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2.3. Reduction of Total Commitment...................................... 20
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2.4. The Revolving Credit Notes......................................... 20
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2.5. Interest on Revolving Credit Loans................................. 21
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2.6. Requests for Revolving Credit Loans................................ 21
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2.7. Conversion Options................................................. 21
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2.7.1. Conversion to Different Type of Revolving Credit Loan.... 21
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2.7.2. Continuation of Type of Revolving Credit Loan............ 22
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2.7.3. LIBOR Rate Loans......................................... 22
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2.8. Funds for Revolving Credit Loan.................................... 22
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2.8.1. Funding Procedures....................................... 22
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2.8.2. Advances by Administrative Agent......................... 23
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3. REPAYMENT OF THE REVOLVING CREDIT LOANS...................................... 23
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3.1. Maturity........................................................... 23
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3.2. Mandatory Repayments of Revolving Credit Loans..................... 24
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3.3. Optional Repayments of Revolving Credit Loans...................... 24
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4. LETTERS OF CREDIT............................................................ 24
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4.1. Letter of Credit Commitments....................................... 24
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4.1.1. Commitment to Issue Letters of Credit.................... 24
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4.1.2. Letter of Credit Applications............................ 25
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4.1.3. Terms of Letters of Credit............................... 25
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4.1.4. Reimbursement Obligations of Lenders..................... 25
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4.1.5. Participations of Lenders................................ 25
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4.2. Reimbursement Obligation of the Borrower........................... 26
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4.3. Letter of Credit Payments.......................................... 26
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4.4. Obligations Absolute............................................... 27
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4.5. Reliance by Issuer................................................. 27
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4.6. Letter of Credit Fee............................................... 28
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5. CERTAIN GENERAL PROVISIONS................................................... 28
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5.1. Funds for Payments................................................. 28
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5.1.1. Payments to Administrative Agent......................... 28
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5.1.2. No Offset, etc........................................... 28
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5.1.3. Non-U.S. Lenders......................................... 29
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5.2. Computations....................................................... 30
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5.3. Inability to Determine LIBOR Rate.................................. 30
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5.4. Illegality. ...................................................... 31
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5.5. Additional Costs, etc. ........................................... 31
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5.6. Capital Adequacy. ................................................ 32
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5.7. Certificate. ..................................................... 33
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5.8. Indemnity. ....................................................... 33
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5.9. Interest After Default. .......................................... 34
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5.9.1. Overdue Amounts. ....................................... 34
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5.9.2. Amounts Not Overdue. ................................... 34
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5.10. Replacement of Lenders. .......................................... 34
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6. GUARANTIES. ................................................................. 35
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6.1. Guaranties. ....................................................... 35
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7. REPRESENTATIONS AND WARRANTIES. ............................................. 35
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7.1. Corporate Authority. ............................................. 35
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7.1.1. Incorporation; Good Standing. .......................... 35
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7.1.2. Authorization. ......................................... 35
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7.1.3. Enforceability. ........................................ 35
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7.2. Governmental Approvals. .......................................... 36
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7.3. Title to Properties; Leases. ..................................... 36
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7.4. Financial Statements, Projections and Solvency. .................. 36
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7.4.1. Fiscal Year. ........................................... 36
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7.4.2. Financial Statements. .................................. 36
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7.4.3. Solvency. .............................................. 36
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7.5. No Material Adverse Changes, etc. ................................ 37
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7.6. Franchises, Patents, Copyrights, etc. ............................ 37
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7.7. Litigation. ...................................................... 37
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7.8. No Materially Adverse Contracts, etc. ............................ 37
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7.9. Compliance with Other Instruments, Laws, etc. .................... 37
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7.10. Tax Status. ...................................................... 37
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7.11. No Event of Default. ............................................. 38
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7.12. Holding Company and Investment Company Acts. ..................... 38
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7.13. Absence of Financing Statements, etc. ............................ 38
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7.14. No Liens. ........................................................ 38
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7.15. Certain Transactions. ............................................ 38
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7.16. Employee Benefit Plans. .......................................... 38
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7.16.1. In General. ............................................ 38
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7.16.2. Terminability of Welfare Plans. ........................ 39
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7.16.3. Guaranteed Pension Plans. .............................. 39
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7.16.4. Multiemployer Plans. ................................... 39
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7.17. Use of Proceeds. ................................................. 40
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7.17.1. General. ............................................... 40
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7.17.2. Regulations U and X. ................................... 40
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7.17.3. Ineligible Securities. ................................. 40
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7.18. Environmental Compliance. ........................................ 40
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7.19. Subsidiaries, etc. ............................................... 42
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7.20. Disclosure. ...................................................... 42
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7.21. Governing Documents................................................ 42
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7.22. Insurance.......................................................... 42
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8. AFFIRMATIVE COVENANTS........................................................ 42
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8.1. Punctual Payment................................................... 42
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8.2. Maintenance of Office.............................................. 42
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8.3. Records and Accounts............................................... 43
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8.4. Financial Statements, Certificates and Information................. 43
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8.5. Notices............................................................ 44
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8.5.1. Defaults................................................ 44
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8.5.2. Environmental Events.................................... 44
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8.5.3. Notification of Claim against Assets.................... 45
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8.5.4. Notice of Litigation and Judgments...................... 45
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8.6. Legal Existence; Maintenance of Properties......................... 45
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8.7. Insurance.......................................................... 45
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8.8. Taxes.............................................................. 46
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8.9. Inspection of Properties and Books, etc............................ 46
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8.9.1. General................................................. 46
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8.9.2. Appraisals.............................................. 46
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8.9.3. Communications with Accountants......................... 46
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8.10. Compliance with Laws, Contracts, Licenses, and Permits............. 47
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8.11. Employee Benefit Plans............................................. 47
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8.12. Use of Proceeds.................................................... 47
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8.13. Bank Accounts...................................................... 47
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8.14. Guarantors......................................................... 47
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8.15. Additional Subsidiaries............................................ 48
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8.16. Fair Labor Standards Act........................................... 48
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8.17. Dissolution of Telcare Systems..................................... 48
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8.18. Further Assurances................................................. 48
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9. CERTAIN NEGATIVE COVENANTS................................................... 48
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9.1. Restrictions on Indebtedness....................................... 48
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9.2. Restrictions on Liens.............................................. 49
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9.3. Restrictions on Investments........................................ 51
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9.4. Restricted Payments................................................ 52
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9.5. Merger, Consolidation and Disposition of Assets.................... 52
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9.5.1. Mergers and Acquisitions................................ 52
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9.5.2. Disposition of Assets................................... 53
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9.6. Sale and Leaseback................................................. 54
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9.7. Compliance with Environmental Laws................................. 54
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9.8. Modification of Governing Documents................................ 54
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9.9. Employee Benefit Plans............................................. 54
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9.10. Business Activities................................................ 55
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9.11. Fiscal Year........................................................ 55
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9.12. Transactions with Affiliates....................................... 55
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9.13. Inconsistent Agreements............................................ 55
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10. FINANCIAL COVENANTS.......................................................... 55
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10.1. Current Ratio...................................................... 55
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10.2. Operating Cash Flow to Total Debt Service.......................... 56
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10.3. Minimum US Revenues................................................ 56
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11. CLOSING CONDITIONS........................................................... 56
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11.1. Loan Documents..................................................... 56
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11.2. Certified Copies of Governing Documents............................ 56
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11.3. Corporate or Other Action.......................................... 56
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11.4. Incumbency Certificate............................................. 56
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11.5. UCC Search Results................................................. 56
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11.6. Certificates of Insurance.......................................... 57
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11.7. Opinion of Counsel................................................. 57
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12. CONDITIONS TO ALL BORROWINGS................................................. 57
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12.1. Representations True; No Event of Default.......................... 57
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12.2. No Legal Impediment................................................ 57
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12.3. Proceedings and Documents.......................................... 57
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13. EVENTS OF DEFAULT; ACCELERATION; ETC......................................... 58
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13.1. Events of Default and Acceleration................................. 58
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13.2. Termination of Commitments......................................... 61
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13.3. Remedies........................................................... 61
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13.4. Distribution of Proceeds........................................... 61
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14. THE ADMINISTRATIVE AGENT..................................................... 62
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14.1. Authorization...................................................... 62
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14.2. Employees and Administrative Agents................................ 63
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14.3. No Liability....................................................... 63
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14.4. No Representations................................................. 63
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14.4.1. General................................................. 63
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14.4.2. Closing Documentation, etc.............................. 64
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14.5. Payments........................................................... 64
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14.5.1. Payments to Administrative Agent........................ 64
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14.5.2. Distribution by Administrative Agent.................... 64
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14.5.3. Delinquent Lenders...................................... 65
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14.6. Holders of Revolving Credit Notes.................................. 65
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14.7. Indemnity.......................................................... 65
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14.8. Administrative Agent as Lender..................................... 66
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14.9. Resignation........................................................ 66
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14.10. Notification of Defaults and Events of Default..................... 66
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15. SUCCESSORS AND ASSIGNS....................................................... 66
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15.1. General Conditions................................................. 66
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15.2. Assignments........................................................ 67
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15.3. Register........................................................... 68
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15.4. Participations..................................................... 68
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15.5. Payments to Participants........................................... 68
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15.6. Miscellaneous Assignment Provisions................................ 69
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15.7. Assignee or Participant Affiliated with the Borrower............... 69
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15.8. New Revolving Credit Notes......................................... 69
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16. PROVISIONS OF GENERAL APPLICATIONS........................................... 70
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16.1. Setoff............................................................. 70
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16.2. Expenses........................................................... 71
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16.3. Indemnification.................................................... 71
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16.4. Treatment of Certain Confidential Information...................... 72
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16.4.1. Confidentiality......................................... 72
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16.4.2. Prior Notification...................................... 73
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16.4.3. Other................................................... 73
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16.5. Survival of Covenants, Etc......................................... 73
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16.6. Notices............................................................ 74
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16.7. Governing Law...................................................... 74
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16.8. Headings........................................................... 75
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16.9. Counterparts....................................................... 75
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16.10. Entire Agreement, Etc.............................................. 75
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16.11. Waiver of Jury Trial............................................... 75
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16.12. Consents, Amendments, Waivers, Etc................................. 75
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16.13. Severability....................................................... 77
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Exhibits
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Exhibit A Form of Revolving Credit Note
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Exhibit B Form of Loan Request
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Exhibit C Form of Compliance Certificate
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Exhibit D Assignment and Acceptance
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Schedules
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Schedule 1 Lenders and Commitments
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Schedule 7.3 Title to Properties; Leases
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Schedule 7.7 Litigation
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Schedule 7.18 Environmental Compliance
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Schedule 7.19 Subsidiaries Etc.
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Schedule 9.1 Existing Indebtedness
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Schedule 9.2 Existing Liens
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Schedule 9.3 Existing Investments
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REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT is made as of August 28, 2002, by and among
LIFELINE SYSTEMS, INC. (the "Borrower"), a Massachusetts corporation having its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, and CITIZENS BANK OF MASSACHUSETTS and the other lending institutions
listed on Schedule 1 and CITIZENS BANK OF MASSACHUSETTS as agent for itself and
such other lending institutions.

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1. Definitions. The following terms shall have the meanings set forth in
this (S)1 or elsewhere in the provisions of this Credit Agreement referred to
below:

Adjustment Date. The first Business Day which is three (3) Business Days
after receipt by the Administrative Agent of the most recent Compliance
Certificate required to be delivered by the Borrower pursuant to (S)8.4(c).

Administrative Agent. Citizens Bank of Massachusetts, acting as agent for
the Lenders and each other Person appointed as the successor Administrative
Agent in accordance with (S)14.9.

Administrative Agent's Office. The Administrative Agent's office located at
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the
Administrative Agent may designate from time to time.

Administrative Agent's Special Counsel. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or such other
counsel as may be approved by the Administrative Agent.

Administrative Questionnaire. An Administrative Questionnaire in a form
supplied by the Administrative Agent.

Affiliate. Any Person that would be considered to be an affiliate of
another Person under Rule 144(a) of the Rules and Regulations of the Securities
and Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

Applicable Margin. For each period commencing on an Adjustment Date through
the date immediately preceding the next Adjustment Date (each a "Rate Adjustment
Period"), the Applicable Margin shall be the applicable margin set forth below
with respect to the Tangible Net Worth Ratio of the Borrower and its
Subsidiaries as determined on the last day of the fiscal quarter ended
immediately prior to the applicable Rate Adjustment Period.

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----------------------------------------------------------------------------
Base Rate LIBOR Letter of
Tangible Net Worth Loans Rate Loans Credit
Level Ratio Fees
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I Greater than or
equal to 1.00:1.00 0% 1.25% 1.25%
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II Less than 1.00:1.00
but greater than or 0% 1.00% 1.00%
equal to 0.75:1.00
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III Less than 0.75:1.00 0% .75% .75%
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Notwithstanding the foregoing, (a) for the Revolving Credit Loans
outstanding and the Letter of Credit Fees payable during the period commencing
on the Closing Date through the date immediately preceding the first Adjustment
Date to occur after the fiscal quarter ending September 30, 2002, the Applicable
Margin shall be the Applicable Margin set forth in Level III above, and (b) if
the Borrower fails to deliver any Compliance Certificate pursuant to (S)8.4(c)
hereof then, for the period commencing on the next Adjustment Date to occur
subsequent to such failure through the date immediately following the date on
which such Compliance Certificate is delivered, the Applicable Margin shall be
the highest Applicable Margin set forth above.

Applicable Pension Legislation. At any time, any pension or retirement
benefits legislation (be it national, federal, provincial, territorial or
otherwise) then applicable to the Borrower or any of its Subsidiaries.

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

Assignment and Acceptance. An assignment and acceptance entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by (S)15.2), and accepted by the Administrative Agent, in substantially
the form of Exhibit D or any other form approved by the Administrative Agent.

Balance Sheet Date. December 31, 2001.

Base Rate. The variable annual rate of interest so designated from time to
time by Citizens as its "prime rate", such rate being a reference rate and not
necessarily representing the lowest or best rate being charged to any customer.
Changes in the Base Rate resulting from any changes in Citizen's "prime rate"
shall take place immediately without notice or demand of any kind.

Base Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

Borrower. As defined in the preamble hereto.

-3-

Business Day. Any day other than a Saturday or a Sunday on which banking
institutions in Boston, Massachusetts, are open for the transaction of banking
business and, in the case of LIBOR Rate Loans, also a day which is a LIBOR
Business Day.

Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with GAAP.

Capital Expenditures. Amounts paid or Indebtedness incurred by the Borrower
or any of its Subsidiaries in connection with (a) the purchase or lease by the
Borrower or any of its Subsidiaries of Capital Assets that would be required to
be capitalized and shown on the balance sheet of such Person in accordance with
GAAP or (b) the lease of any assets by the Borrower or any of its Subsidiaries
as lessee under any Synthetic Lease to the extent that such assets would have
been Capital Assets had the Synthetic Lease been treated for accounting purposes
as a Capitalized Lease; provided, however, for purposes of this Credit
Agreement, "Capital Expenditures" shall not include (x) any equipment classified
by Borrower as "equipment provided to customers"; and (y) amounts paid by the
Borrower in connection with the purchase or lease by the Borrower of those
Capital Assets needed for the Borrower's new monitoring center in Framingham,
Massachusetts up to an aggregate amount of not more than $3,000,000.

Capitalized Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

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

CERCLA. See (S)7.18(a).

Change of Control. An event or series of events by which (a) any person or
group of persons (within the meaning of Section 13 or 14 of the Securities
Exchange Act of 1934) shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act), directly or indirectly, of thirty percent (30%) or more of the
outstanding shares of Capital Stock of the Borrower; or, during any period of
twelve consecutive calendar months, individuals who were directors of the
Borrower on the first day of such period shall cease to constitute a majority of
the board of directors of the Borrower or (b) the Borrower shall fail to own
directly or indirectly, one hundred percent (100%) of the Capital Stock of each
Guarantor.

Citizens. Citizens Bank of Massachusetts, in its individual capacity.

-4-

Closing Date. The first date on which the conditions set forth in (S)11
have been satisfied and any Revolving Credit Loans are to be made or any Letter
of Credit is to be issued hereunder.

Code. The Internal Revenue Code of 1986.

Commitment. With respect to each Lender, the amount set forth on Schedule 1
hereto as the amount of such Lender's commitment to make Revolving Credit Loans
to, and to participate in the issuance, extension and renewal of Letters of
Credit for the account of, the Borrower, as the same may be reduced from time to
time; or if such commitment is terminated pursuant to the provisions hereof,
zero.

Commitment Fee. See (S)2.2.

Commitment Percentage. With respect to each Lender, the percentage set
forth on Schedule 1 hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders.

Compliance Certificate. See (S)8.4(c).

Consolidated or consolidated. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with GAAP.

Consolidated Current Assets. All assets of the Borrower and its
Subsidiaries on a consolidated basis that, in accordance with GAAP, are properly
classified as current assets.

Consolidated Current Liabilities. The sum of (and without duplication) (a)
all liabilities and other Indebtedness of the Borrower and its Subsidiaries on a
consolidated basis maturing on demand or within one (1) year from the date as of
which Consolidated Current Liabilities are to be determined, plus (b) the
aggregate outstanding amount of all Revolving Credit Loans the proceeds of which
are used for working capital purposes and Unpaid Reimbursement Obligations plus
the Maximum Drawing Amount of all issued and outstanding Letters of Credit, plus
(c) such other liabilities as may properly be classified as current liabilities
in accordance with GAAP.

Consolidated EBITDA. With respect to any fiscal period, an amount equal to
the sum of (a) Consolidated Net Income of the Borrower and its Domestic
Subsidiaries for such fiscal period, plus (b) in each case to the extent
deducted in the calculation of the Borrower's or such Domestic Subsidiary's
Consolidated Net Income and without duplication, (i) depreciation and
amortization for such period, plus (ii) income tax expense for such period, plus
(iii) Consolidated Total Interest Expense paid or accrued during such period,
plus (iv) other noncash charges for such period, and minus (c) to the extent
added in computing Consolidated Net Income and without duplication, all noncash
gains (including income tax benefits) for such period, all as determined in
accordance with GAAP.

-5-

Consolidated Net Income (or Deficit). The consolidated net income (or
deficit) of the Borrower and its Subsidiaries, after deduction of all expenses,
taxes, and other proper charges, determined in accordance with GAAP, after
eliminating therefrom all extraordinary nonrecurring items of income.

Consolidated Operating Cash Flow. For any Reference Period, an amount equal
to (a) Consolidated EBITDA for such period, less (b) the sum of (i) cash
payments for all taxes paid during such period, plus (ii) to the extent not
already deducted in the determination of Consolidated EBITDA, Unfunded Capital
Expenditures made during such period (including, without limitation,
expenditures made in connection with any Permitted Acquisition), plus (iii) the
aggregate amount of Distributions made in such period, plus (iv) the aggregate
amount of expenditures made by the Borrower or any Subsidiary for the purchase
of treasury stock, plus (v) as of the relevant date of determination, the
aggregate amount by which the sum of all Indebtedness of a Foreign Operating
Subsidiary to the Borrower or any Guarantor plus all Investments made by the
Borrower or a Guarantor in a Foreign Operating Subsidiary (other than equipment
shipped by the Borrower to Lifeline Canada, Inc. for the sole purpose of
fulfilling existing customer orders) exceed, in the aggregate, $2,500,000;
provided, however, when calculating Consolidated Operating Cash Flow for any
period in which a Permitted Acquisition has occurred, the calculation of
Consolidated Operating Cash Flow shall be made on a Pro Forma Basis.

Consolidated Tangible Net Worth. The excess of Consolidated Total Assets
over Consolidated Total Liabilities, and less the sum of:

(a) the total book value of all assets of the Borrower and its
Subsidiaries properly classified as intangible assets under GAAP, including
such items as good will, the purchase price of acquired assets in excess of
the fair market value thereof, trademarks, trade names, service marks,
brand names, copyrights, patents and licenses, and rights with respect to
the foregoing; plus

(b) all amounts representing any write-up in the book value of any
assets of the Borrower or its Subsidiaries resulting from a revaluation
thereof subsequent to the Balance Sheet Date, excluding adjustments to
translate foreign assets and liabilities for changes in foreign exchange
rates made in accordance with Financial Accounting Standards Board
Statement No. 52; plus

(c) to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any stock or other equity subscriptions
receivable.

Consolidated Total Assets. The sum of (a) all assets ("consolidated balance
sheet assets") of the Borrower and its Subsidiaries determined on a consolidated
basis in accordance with GAAP, plus (b) without duplication, all assets leased
by the Borrower or any Subsidiary as lessee under any Synthetic Lease to the
extent that such assets would have been consolidated balance sheet assets had
the Synthetic Lease been treated for accounting purposes as a Capitalized Lease,
plus (c) without duplication, all sold

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receivables referred to in clause (g) of the definition of the term
"Indebtedness" to the extent that such receivables would have been consolidated
balance sheet assets had they not been sold.

Consolidated Total Debt Service. With respect to the Borrower and its
Subsidiaries and for any period, the sum, without duplication, of (a)
Consolidated Total Interest Expense for such period plus (b) any and all
scheduled repayments of principal during such period in respect of Indebtedness
that becomes due and payable or that are to become due and payable during such
period pursuant to any agreement or instrument to which the Borrower or any of
its Subsidiaries is a party relating to (i) the borrowing of money or the
obtaining of credit, including the issuance of notes or bonds, (ii) the deferred
purchase price of assets (other than trade payables incurred in the ordinary
course of business), (iii) in respect of any Synthetic Leases or any Capitalized
Leases, (iv) in respect of any reimbursement obligations in respect of letters
of credit or bankers acceptances due and payable during such period, and (v)
Indebtedness of the type referred to above of another Person guaranteed by the
Borrower or any of its Subsidiaries. Demand obligations shall be deemed to be
due and payable during any fiscal period during which such obligations are
outstanding.

Consolidated Total Interest Expense. For any period, the aggregate amount
of interest required to be paid or accrued by the Borrower and its Subsidiaries
during such period on all Indebtedness of the Borrower and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of interest in respect of any Capitalized Lease or any
Synthetic Lease, and including commitment fees, agency fees, facility fees,
balance deficiency fees and similar fees or expenses in connection with the
borrowing of money.

Consolidated Total Liabilities. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with GAAP and
classified as such on the consolidated balance sheet of the Borrower and its
Subsidiaries and all other Indebtedness of the Borrower and its Subsidiaries,
whether or not so classified.

Conversion Request. A notice given by the Borrower to the Administrative
Agent of the Borrower's election to convert or continue a Revolving Credit Loan
in accordance with (S)2.7.

Credit Agreement. This Revolving Credit Agreement, including the Schedules
and Exhibits hereto.

Default. See (S)13.1.

Delinquent Lender. See (S)14.5.3.

Distribution. The declaration or payment of any dividend on or in respect
of any shares of any class of Capital Stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, defeasance,

-7-

retirement or other acquisition of any shares of any class of Capital Stock of
the Borrower, directly or indirectly through a Subsidiary of the Borrower or
otherwise (including the setting apart of assets for a sinking or other
analogous fund to be used for such purpose); the return of capital by the
Borrower to its shareholders as such; or any other distribution on or in respect
of any shares of any class of Capital Stock of the Borrower.

Dollars or $. Dollars in lawful currency of the United States of America.

Domestic Lending Office. Initially, the office of each Lender designated as
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
located within the United States that will be making or maintaining Base Rate
Loans.

Domestic Subsidiary. A Subsidiary which is not a Foreign Subsidiary.

Drawdown Date. The date on which any Revolving Credit Loan is made or is to
be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with (S)2.7.

Eligible Assignee. Any of (a) a Lender, (b) an Affiliate of a Lender, (c)
an Approved Fund and (d) any other Person (other than a natural person) approved
by (i) the Administrative Agent and (ii) unless a Default or an Event of Default
has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed).

Employee Benefit Plan. Any employee benefit plan within the meaning of
(S)3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Environmental Laws. See (S)7.18(a).

EPA. See (S)7.18(b).

ERISA. The Employee Retirement Income Security Act of 1974.

ERISA Affiliate. Any Person which is treated as a single employer with the
Borrower under (S)414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of (S)4043 of ERISA and the regulations
promulgated thereunder.

Eurocurrency Reserve Rate. For any day with respect to a LIBOR Rate Loan,
the maximum rate expressed as a decimal) at which any bank subject thereto would
be required to maintain reserves under Regulation D of the Board of Governors of
the Federal Reserve System (or any successor or similar regulations relating to
such reserve requirements) against "Eurocurrency Liabilities" (as that term is
used in Regulation D), if such liabilities were outstanding. The Eurocurrency
Reserve Rate shall be adjusted

-8-

automatically on and as of the effective date of any change in the Eurocurrency
Reserve Rate.

Event of Default. See (S)13.1.

Fees. Collectively, the Commitment Fee and the Letter of Credit Fees.

Financial Affiliate. A Subsidiary of the bank holding company controlling
any Lender, which Subsidiary is engaging in any of the activities permitted
by (S)4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. (S)1843).

Foreign Operating Subsidiary. Collectively, (a) Lifeline Systems Canada,
Inc. and (b) any other Foreign Subsidiary of the Borrower (whether existing on
the Closing Date or subsequently formed or acquired) which is an operating
entity with an operating profit and/or loss, as the case may be, and not solely
formed or acquired for tax planning purposes.

Foreign Subsidiary. Any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America and the States (or the
District of Columbia) thereof.

Fund. 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.

GAAP or generally accepted accounting principles. (a) When used in (S)10,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date, and (b) when used in general, other than as provided above,
means principles that are (i) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, as in
effect from time to time, and (ii) consistently applied with past financial
statements of the Borrower adopting the same principles, provided that in each
case referred to in this definition of "GAAP" a certified public accountant
would, insofar as the use of such accounting principles is pertinent, be in a
position to deliver an unqualified opinion (other than a qualification regarding
changes in GAAP) as to financial statements in which such principles have been
properly applied.

Governing Documents. With respect to any Person, its certificate or
articles of incorporation, its by-laws and all shareholder agreements, voting
trusts and similar arrangements applicable to any of its Capital Stock.

-9-

Governmental Authority. Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of (S)3(2) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

Guarantor. Collectively, each Domestic Subsidiary of the Borrower existing
on the Closing Date, other than Telcare Systems, Inc., and each other Person
which is required to be or become a guarantor from time to time pursuant
to (S)8.14 hereof.

Guaranty. The Guaranty, dated or to be dated on or prior to the Closing
Date (or such later date as is required by (S)8.14), made by each Guarantor in
favor of the Lenders and the Administrative Agent pursuant to which each
Guarantor guaranties to the Lenders and the Administrative Agent the payment and
performance of the Obligations and in form and substance satisfactory to the
Lenders and the Administrative Agent.

Hazardous Substances. See (S)7.18(b).

Hedging Agreement. Any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate futures contract,
interest rate option agreement, interest rate exchange agreement, forward
currency exchange agreement, forward rate currency agreement or other similar
agreement or arrangement to which the Borrower or any of its Subsidiaries and
any Lender is a party, designed to protect the Borrower or any of its
Subsidiaries against fluctuations in interest rates, exchange rates or forward
rates.

Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

(a) every obligation of such Person for money borrowed,

(b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in
connection with the acquisition of property, assets or businesses,

(c) every reimbursement obligation of such Person with respect to
letters of credit, bankers' acceptances or similar facilities issued for
the account of such Person,

(d) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (including securities repurchase
agreements but excluding trade accounts payable or accrued liabilities
arising in

-10-

the ordinary course of business which are not overdue or which are being
contested in good faith),

(e) every obligation of such Person under any Capitalized Lease,

(f) every obligation of such Person under any Synthetic Lease,

(g) all sales by such Person of (i) accounts or general intangibles
for money due or to become due, (ii) chattel paper, instruments or
documents creating or evidencing a right to payment of money or (iii) other
receivables (collectively "receivables"), whether pursuant to a purchase
facility or otherwise, other than in connection with the disposition of the
business operations of such Person relating thereto or a disposition of
defaulted receivables for collection and not as a financing arrangement,
and together with any obligation of such Person to pay any discount,
interest, fees, indemnities, penalties, recourse, expenses or other amounts
in connection therewith,

(h) every obligation of such Person (an "equity related purchase
obligation") to purchase, redeem, retire or otherwise acquire for value any
shares of Capital Stock issued by such Person or any rights measured by the
value of such Capital Stock,

(i) every obligation of such Person under any forward contract,
futures contract, swap, option or other financing agreement or arrangement
(including, without limitation, caps, floors, collars and similar
agreements), the value of which is dependent upon interest rates, currency
exchange rates, commodities or other indices (a "derivative contract"),

(j) every obligation in respect of Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to
the extent that such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the
extent that the terms of such Indebtedness provide that such Person is not
liable therefor and such terms are enforceable under applicable law,

(k) every obligation, contingent or otherwise, of such Person
guaranteeing, or having the economic effect of guarantying or otherwise
acting as surety for, any obligation of a type described in any of clauses
(a) through (j) (the "primary obligation") of another Person (the "primary
obligor"), in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay
(or advance or supply funds for the purchase of) any security for the
payment of such primary obligation, (ii) to purchase property, securities
or services for the purpose of assuring the payment of such primary
obligation, or (iii) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such primary obligation.

-11-

The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (t) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rental obligations under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than the Borrower or any of its wholly-owned Subsidiaries)
thereof, excluding amounts representative of yield or interest earned on such
investment, (w) any Synthetic Lease shall be the stipulated loss value,
termination value or other equivalent amount, (x) any derivative contract shall
be the maximum amount of any termination or loss payment required to be paid by
such Person if such derivative contract were, at the time of determination, to
be terminated by reason of any event of default or early termination event
thereunder, whether or not such event of default or early termination event has
in fact occurred, (y) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof inclusive of any accrued and
unpaid dividends to be comprised in such redemption or purchase price and (z)
any guaranty or other contingent liability referred to in clause (k) shall be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such guaranty or other contingent obligation is made or, if not
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, provided, to the extent such guaranty or other
contingent liability of such Person is guaranteeing or otherwise being liable
for the primary Indebtedness of the Borrower or a Subsidiary, such amount shall
be calculated without duplication to the primary amount of the Indebtedness of
the Borrower or such Subsidiary.

Ineligible Securities. Securities which may not be underwritten or dealt in
by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. (S)24, Seventh), as amended.

Interest Payment Date. (a) As to any Base Rate Loan, the last day of the
calendar month with respect to interest accrued during such calendar month,
including, without limitation, the calendar month which includes the Drawdown
Date of such Base Rate Loan; and (b) as to any LIBOR Rate Loan in respect of
which the Interest Period is (i) 3 months or less, the last day of such Interest
Period and (ii) more than 3 months, the date that is 3 months from the first day
of such Interest Period and, in addition, the last day of such Interest Period.

Interest Period. With respect to each Revolving Credit Loan, (a) initially,
the period commencing on the Drawdown Date of such Revolving Credit Loan and
ending on the last day of one of the periods set forth below, as selected by the
Borrower in a Loan Request or as otherwise required by the terms of this Credit
Agreement (i) for any Base Rate Loan, the last day of the calendar month; and
(ii) for any LIBOR Rate Loan, 0 - 30 days (if available), 2, 3, 4, or 6 months;
and (b) thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Revolving Credit

-12-

Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:

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

(B) if any Interest Period with respect to a Base Rate Loan would end
on a day that is not a Business Day, that Interest Period shall end on the
next succeeding Business Day;

(C) if the Borrower shall fail to give notice as provided in (S)2.7,
the Borrower shall be deemed to have requested a conversion of the affected
LIBOR Rate Loan to a Base Rate Loan and the continuance of all Base Rate
Loans as Base Rate Loans on the last day of the then current Interest
Period with respect thereto;

(D) any Interest Period relating to any LIBOR Rate Loan that begins on
the last LIBOR 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 LIBOR Business Day of a
calendar month; and

(E) any Interest Period that would otherwise extend beyond the
Revolving Credit Loan Maturity Date shall end on the Revolving Credit Loan
Maturity Date.

Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

-13-

Lender Affiliate. With respect to any Lender, (a) an Affiliate of such
Lender or (b) any Approved Fund.

Lenders. Citizens and the other lending institutions listed on Schedule 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Lender pursuant to (S)15.

Letter of Credit. See (S)4.1.1.

Letter of Credit Application. See (S)4.1.1.

Letter of Credit Fee. See (S)4.6.

Letter of Credit Participation. See (S)4.1.4.

LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Administrative Agent
in its sole discretion acting in good faith.

LIBOR Lending Office. Initially, the office of each Lender designated as
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
that shall be making or maintaining LIBOR Rate Loans.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the
rate of interest equal to (a) the rate determined by the Administrative Agent at
which Dollar deposits for such Interest Period are offered based on information
presented on Telerate Page 3750 as of 11:00 a.m. London time on the second LIBOR
Business Day prior to the first day of such Interest Period, divided by (b) a
number equal to 1.00 minus the Eurocurrency Reserve Rate. If the rate described
above does not appear on the Telerate System on any applicable interest
determination date, the LIBOR Rate shall be the rate (rounded upward, if
necessary, to the nearest one hundred-thousandth of a percentage point),
determined on the basis of the offered rates for deposits in Dollars for a
period of time comparable to such LIBOR Rate Loan which are offered by four
major banks in the London interbank market at approximately 11:00 a.m. London
time, on the second LIBOR Business Day prior to the first day of such Interest
Period as selected by the Administrative Agent. The principal London office of
each of the four major London banks will be requested to provide a quotation of
its Dollar deposit offered rate. If at least two such quotations are provided,
the rate for that date will be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that date will be
determined on the basis of the rates quoted for loans in Dollars to leading
European banks for a period of time comparable to such Interest Period offered
by major banks in New York City at approximately 11:00 a.m. New York City time,
on the second LIBOR Business Day prior to the first day of such Interest Period.
In the event that the Administrative Agent is unable to obtain any such
quotation as provided above, it will be considered that LIBOR Rate pursuant to a
LIBOR Rate Loan cannot be determined.

-14-

LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the LIBOR Rate.

Lien. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, any Synthetic Lease, any
financing lease involving substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction).

Loan Documents. This Credit Agreement, the Revolving Credit Notes, the
Letter of Credit Applications, the Letters of Credit and the Guaranty.

Loan Request. See (S)2.6.

Material Adverse Effect. With respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

(a) a material adverse effect on the business, properties, condition
(financial or otherwise), assets, operations or income of the Borrower,
individually or the Borrower and its Subsidiaries, taken as a whole;

(b) a material adverse effect on the ability of the Borrower or any of its
Subsidiaries, individually and taken as a whole, to perform any of their
respective Obligations under any of the Loan Documents to which it is a party;
or

(c) any impairment of the validity, binding effect or enforceability of
this Credit Agreement or any of the other Loan Documents, any impairment of the
rights, remedies or benefits available to the Administrative Agent or any Lender
under any Loan Document.

Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries
may at any time draw under outstanding Letters of Credit, as such aggregate
amount may be reduced from time to time pursuant to the terms of the Letters of
Credit.

▇▇▇▇▇'▇. ▇▇▇▇▇'▇ Investors Services, Inc.

Multiemployer Plan. Any multiemployer plan within the meaning of (S)3(37)
of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.

Non-U.S. Lender. See (S)5.1.3.

Obligations. All indebtedness, obligations and liabilities of any of the
Borrower and its Subsidiaries to any of the Lenders and the Administrative
Agent, individually or collectively, existing on the date of this Credit
Agreement or arising thereafter, direct or

-15-

indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise, arising or incurred under this Credit Agreement or any of
the other Loan Documents or any Hedging Agreement or in respect of any of the
Revolving Credit Loans made or Reimbursement Obligations incurred or any of the
Revolving Credit Notes, Letter of Credit Application, Letter of Credit or other
instruments at any time evidencing any thereof.

outstanding. With respect to the Revolving Credit Loans, the aggregate
unpaid principal thereof as of any date of determination.

Participant. See (S)15.4.

PBGC. The Pension Benefit Guaranty Corporation created by (S)4002 of ERISA
and any successor entity or entities having similar responsibilities.

Permitted Acquisition. See (S)9.5.1.

Permitted Liens. Liens permitted by (S)9.2.

Person. Any individual, corporation, limited liability company partnership,
limited liability partnership, trust, other unincorporated association,
business, or other legal entity, and any Governmental Authority.

Pro Forma Basis. Following any proposed Permitted Acquisition, Consolidated
Operating Cash Flow, Consolidated Total Debt Service (or, in the case of
Consolidated Total Interest Expense, all Indebtedness), Consolidated EBITDA and
Capital Expenditures for the fiscal quarter in which such Permitted Acquisition
occurred and each of the three fiscal quarters immediately following such
Permitted Acquisition being calculated with reference to the audited historical
financial results of Person so acquired together with any interim financial
results of such Person so acquired prepared since the date of the last audited
financial statements and prepared in a manner consistent with past practices
(or, to the extent such Person so acquired has no audited historical financial
results, the management prepared financial results of such Person so acquired,
with such results to be in form and substance reasonably acceptable to the
Administrative Agent), and the Borrower and its Subsidiaries for the applicable
Test Period after giving effect on a pro forma basis to such Permitted
Acquisition (and assuming that such Permitted Acquisition had been consummated
at the beginning of such Test Period) in the manner described in (i), (ii) and
(iii) below; provided, however, that, in each case, in the event that either no
historical financial results are available with respect to the Person to be
acquired, the Person to be acquired is not a separate legal entity, the Borrower
or Subsidiary effecting the acquisition is acquiring only assets of another
Person or, in the Administrative Agent's reasonable discretion it determines the
historical financial results do not adequately reflect the financial results of
the Person or assets to be acquired, such calculations shall be made with
reference to reasonable estimates of such past performance made by the Borrower
based on existing data and

-16-

other available information, such estimates to be reasonably acceptable to the
Administrative Agent:

(i) all Indebtedness (whether under this Credit Agreement or
otherwise) and any other balance sheet adjustments incurred or made in
connection with the Permitted Acquisition shall be deemed to have been
incurred or made on the first day of the Test Period, and all Indebtedness
of the Person to be acquired in such Permitted Acquisition which was or
will have been repaid in connection with the consummation of the Permitted
Acquisition shall be deemed to have been repaid concurrently with the
deemed incurrence of the Indebtedness incurred in connection with the
Permitted Acquisition;

(ii) all Indebtedness assumed to have been incurred pursuant to the
preceding clause (i) shall be deemed to have borne interest at the sum of
(a) the arithmetic mean of (x) the LIBOR Rate for LIBOR Rate Loans having
an Interest Period of one month in effect on the first day of the Test
Period and (y) the LIBOR Rate for LIBOR Rate Loans having an Interest
Period of one month in effect on the last day of the Test Period plus (b)
the Applicable Margin for the applicable Type of Revolving Credit Loans
then in effect (after giving effect to the Permitted Acquisition on a Pro
Forma Basis); and

(iii) other reasonable cost savings, expenses and other income
statement or operating statement adjustments which are attributable to the
change in ownership and/or management resulting from such Permitted
Acquisition as may be approved by the Administrative Agent in writing, in
the exercise of its reasonable business judgment, shall be deemed to have
been realized on the first day of the Test Period.

RCRA. See (S)7.18(a).

Real Estate. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.

Record. The grid attached to a Revolving Credit Note, or the continuation
of such grid, or any other similar record, including computer records,
maintained by any Lender with respect to any Revolving Credit Loan referred to
in such Revolving Credit Note.

Reference Period. As of any date of determination, the period of four (4)
consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such
date, or if such date is not a fiscal quarter end date, the period of four (4)
consecutive fiscal quarters most recently ended (in each case treated as a
single accounting period).

-17-

Reimbursement Obligation. The Borrower's obligation to reimburse the
Administrative Agent and the Lenders on account of any drawing under any Letter
of Credit as provided in (S)4.2.

Related Parties. 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.

Required Lenders. As of any date, the Lender holding at least fifty one
percent (51%) of the outstanding principal amount of the Revolving Credit Notes
on such date; and if no such principal is outstanding, the Lender whose
aggregate Commitments constitutes at least fifty one percent (51%) of the Total
Commitment.

Restricted Payment. In relation to the Borrower and its Subsidiaries, any
(a) Distribution, (b) payment or prepayment by the Borrower or its Subsidiaries
to (i) the Borrower's or any Subsidiary's shareholders (or other equity holders)
or (ii) any Affiliate of the Borrower or any Subsidiary or any Affiliate of the
Borrower's or such Subsidiary's shareholders (or other equity holders), in each
case, other than to the Borrower, (c) derivatives or other transactions with any
financial institution, commodities or stock exchange or clearinghouse (a
"Derivatives Counterparty") obligating the Borrower or any Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market
value of any Capital Stock of the Borrower or such Subsidiary, or (d) payment in
respect of any phantom stock or similar interests.

Revolving Credit Loan Maturity Date. August 27, 2005.

Revolving Credit Loans. Revolving credit loans made or to be made by the
Lenders to the Borrower pursuant to (S)2.

Revolving Credit Notes. See (S)2.4.

▇▇▇▇. See (S)7.18(a).

S&P. Standard & Poor's Ratings Group.

Subsidiary. Any corporation, association, trust, or other business entity
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock.

Synthetic Lease. Any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

Tangible Net Worth Ratio. As at any date of determination, the ratio of (a)
Consolidated Total Liabilities outstanding on such date to (b) Consolidated
Tangible Net Worth on such date.

-18-

Test Period. The period of all fiscal quarters (and any portion of a fiscal
quarter) included in any covenant calculation and occurring prior to the date of
such Permitted Acquisition as set forth in the definition of "Pro Forma Basis".

Total Commitment. The sum of the Commitments of the Lenders, as in effect
from time to time.

Type. As to any Revolving Credit Loan, its nature as a Base Rate Loan or a
LIBOR Rate Loan.

Unfunded Capital Expenditures. As of any date of determination, the
aggregate amount of Capital Expenditures made by the Borrower and its
Subsidiaries for the applicable test period, less the aggregate amount of
Indebtedness (including Revolving Credit Loans) and the proceeds of any equity
issuance used to fund such Capital Expenditures for such period.

Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which the
Borrower does not reimburse the Administrative Agent and the Lenders on the date
specified in, and in accordance with, (S)4.2.

Voting Stock. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

1.2. Rules of Interpretation.

(a) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to
time in accordance with its terms and the terms of this Credit Agreement.

(b) The singular includes the plural and the plural includes the
singular.

(d) A reference to any Person includes its permitted successors and
permitted assigns.

(e) Accounting terms not otherwise defined herein have the meanings
assigned to them by GAAP applied on a consistent basis by the accounting
entity to which they refer.

(f) The words "include", "includes" and "including" are not limiting.

-19-

(g) All terms not specifically defined herein or by GAAP, which terms
are defined in the Uniform Commercial Code as in effect in the Commonwealth
of Massachusetts, have the meanings assigned to them therein, with the term
"instrument" being that defined under Article 9 of the Uniform Commercial
Code.

(h) Reference to a particular "(S)" refers to that section of this
Credit Agreement unless otherwise indicated.

(i) The words "herein", "hereof", "hereunder" and words of like import
shall refer to this Credit Agreement as a whole and not to any particular
section or subdivision of this Credit Agreement.

(j) Unless otherwise expressly indicated, in the computation of
periods of time from a specified date to a later specified date, the word
"from" means "from and including," the words "to" and "until" each mean "to
but excluding," and the word "through" means "to and including."

(k) This Credit Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are, however,
cumulative and are to be performed in accordance with the terms thereof.

(l) This Credit Agreement and the other Loan Documents are the result
of negotiation among, and have been reviewed by counsel to, among others,
the Administrative Agent and the Borrower and are the product of
discussions and negotiations among all parties. Accordingly, this Credit
Agreement and the other Loan Documents are not intended to be construed
against the Administrative Agent or any of the Lenders merely on account of
the Administrative Agent's or any Lender's involvement in the preparation
of such documents.

2. THE REVOLVING CREDIT FACILITY.

2.1. Commitment to Lend. Subject to the terms and conditions set forth in
this Credit Agreement, each of the Lenders severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time from
the Closing Date up to but not including the Revolving Credit Loan Maturity Date
upon notice by the Borrower to the Administrative Agent given in accordance with
(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate
amount outstanding (after giving effect to all amounts requested) at any one
time equal to such Lender's Commitment minus such Lender's Commitment Percentage
of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement
Obligations, provided that the sum of the outstanding amount of the Revolving
Credit Loans (after giving effect to all amounts requested) plus the Maximum
Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time
exceed the Total Commitment at such time. The Revolving Credit Loans shall be
made pro rata in accordance with each Lender's

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Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall
constitute a representation and warranty by the Borrower that the conditions set
forth in (S)11 and (S)12, in the case of the initial Revolving Credit Loans to
be made on the Closing Date, and (S)12, in the case of all other Revolving
Credit Loans, have been satisfied on the date of such request.

2.2. Commitment Fee. The Borrower agrees to pay to the Administrative Agent
for the accounts of the Lenders in accordance with their respective Commitment
Percentages a commitment fee (the "Commitment Fee") calculated at the rate of
one quarter of one percent (1/4%) per annum on the average daily amount during
each calendar quarter or portion thereof from the date hereof to the Revolving
Credit Loan Maturity Date by which the Total Commitment minus the sum of the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the
outstanding amount of Revolving Credit Loans during such calendar quarter. The
Commitment Fee shall be payable quarterly in arrears on the first day of each
calendar quarter for the immediately preceding calendar quarter commencing on
the first such date following the date hereof, with a final payment on the
Revolving Credit Loan Maturity Date or any earlier date on which the Commitments
shall terminate.

2.3. Reduction of Total Commitment. The Borrower shall have the right at
any time and from time to time upon five (5) Business Days prior written notice
to the Administrative Agent to reduce by $1,000,000 or an integral multiple
thereof or to terminate entirely the Total Commitment, whereupon the Commitments
of the Lenders shall be reduced pro rata in accordance with their respective
Commitment Percentages of the amount specified in such notice or, as the case
may be, terminated. Promptly after receiving any notice of the Borrower
delivered pursuant to this (S)2.3, the Administrative Agent will notify the
Lenders of the substance thereof. Upon the effective date of any such reduction
or termination, the Borrower shall pay to the Administrative Agent for the
respective accounts of the Lenders the full amount of any Commitment Fee then
accrued on the amount of the reduction. No reduction or termination of the
Commitments may be reinstated.

2.4. The Revolving Credit Notes. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of Exhibit A hereto (each a "Revolving Credit Note"), dated as of the Closing
Date (or such other date on which a Lender may become a party hereto in
accordance with (S)15 hereof) and completed with appropriate insertions. One
Revolving Credit Note shall be payable to the order of each Lender in a
principal amount equal to such Lender's Commitment or, if less, the outstanding
amount of all Revolving Credit Loans made by such Lender, plus interest accrued
thereon, as set forth below. The Borrower irrevocably authorizes each Lender to
make or cause to be made, at or about the time of the Drawdown Date of any
Revolving Credit Loan or at the time of receipt of any payment of principal on
such Lender's Revolving Credit Note, an appropriate notation on such Lender's
Record reflecting the making of such Revolving Credit Loan or (as the case may
be) the receipt of such payment. The outstanding amount of the Revolving Credit
Loans set forth on such Lender's Record shall be prima facie evidence of the
principal amount thereof

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owing and unpaid to such Lender, but the failure to record, or any error in so
recording, any such amount on such Lender's Record shall not limit or otherwise
affect the obligations of the Borrower hereunder or under any Revolving Credit
Note to make payments of principal of or interest on any Revolving Credit Note
when due.

2.5. Interest on Revolving Credit Loans. Except as otherwise provided
in (S)5.9,

(a) Each Revolving Credit Loan which is a Base Rate Loan shall bear
interest for the period commencing with the Drawdown Date thereof and
ending on the last day of the Interest Period with respect thereto at the
rate per annum equal to the Base Rate plus the Applicable Margin with
respect to Base Rate Loans as in effect from time to time.

(b) Each Revolving Credit Loan which is a LIBOR Rate Loan shall bear
interest for the period commencing with the Drawdown Date thereof and
ending on the last day of the Interest Period with respect thereto at the
rate per annum equal to the LIBOR Rate determined for such Interest Period
plus the Applicable Margin with respect to LIBOR Rate Loans as in effect
from time to time.

The Borrower promises to pay interest on each Revolving Credit Loan in arrears
on each Interest Payment Date with respect thereto.

2.6. Requests for Revolving Credit Loans. The Borrower shall give to the
Administrative Agent written notice in the form of Exhibit B hereto (or
telephonic notice confirmed in a writing in the form of Exhibit B hereto) of
each Revolving Credit Loan requested hereunder (a "Loan Request") no less than
(a) one (1) Business Days prior to the proposed Drawdown Date of any Base Rate
Loan and (b) three (3) LIBOR Business Days prior to the proposed Drawdown Date
of any LIBOR Rate Loan. Each such notice shall specify (i) the principal amount
of the Revolving Credit Loan requested, (ii) the proposed Drawdown Date of such
Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit Loan
and (iv) the Type of such Revolving Credit Loan. Promptly upon receipt of any
such notice, the Administrative Agent shall notify each of the Lenders thereof.
Each Loan Request shall be irrevocable and binding on the Borrower and shall
obligate the Borrower to accept the Revolving Credit Loan requested from the
Lenders on the proposed Drawdown Date. Each Loan Request shall be in a minimum
aggregate amount of $500,000 or an integral multiple thereof.

2.7. Conversion Options.

2.7.1. Conversion to Different Type of Revolving Credit Loan. The
Borrower may elect from time to time to convert any outstanding Revolving
Credit Loan to a Revolving Credit Loan of another Type, provided that (a)
with respect to any such conversion of a LIBOR Rate Loan to a Base Rate
Loan, the Borrower shall give the Administrative Agent at least one (1)
Business Days prior written notice of such election; (b) with respect to
any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower
shall give the Administrative

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Agent at least three (3) LIBOR Business Days prior written notice of such
election; (c) with respect to any such conversion of a LIBOR Rate Loan into
a Base Rate Loan, such conversion shall only be made on the last day of the
Interest Period with respect thereto and (d) no Revolving Credit Loan may
be converted into a LIBOR Rate Loan when any Default or Event of Default
has occurred and is continuing. On the date on which such conversion is
being made each Lender shall take such action as is necessary to transfer
its Commitment Percentage of such Revolving Credit Loans to its Domestic
Lending Office or its LIBOR Lending Office, as the case may be. All or any
part of outstanding Revolving Credit Loans of any Type may be converted
into a Revolving Credit Loan of another Type as provided herein, provided
that any partial conversion shall be in an aggregate principal amount of
$250,000 or a whole multiple of $100,000 in excess thereof, or such lesser
amount as equals the total amount of the Revolving Credit Loan being
converted. Each Conversion Request relating to the conversion of a
Revolving Credit Loan to a LIBOR Rate Loan shall be irrevocable by the
Borrower.

2.7.2. Continuation of Type of Revolving Credit Loan. Any Revolving
Credit Loan of any Type may be continued as a Revolving Credit Loan of the
same Type upon the expiration of an Interest Period with respect thereto by
compliance by the Borrower with the notice provisions contained in
(S)2.7.1; provided that no LIBOR Rate Loan may be continued as such when
any Default or Event of Default has occurred and is continuing, but shall
be automatically converted to a Base Rate Loan on the last day of the first
Interest Period relating thereto ending during the continuance of any
Default or Event of Default of which officers of the Administrative Agent
active upon the Borrower's account have actual knowledge. In the event that
the Borrower fails to provide any such notice with respect to the
continuation of any LIBOR Rate Loan as such, then such LIBOR Rate Loan
shall be automatically converted to a Base Rate Loan on the last day of the
first Interest Period relating thereto. The Administrative Agent shall
notify the Lenders promptly when any such automatic conversion contemplated
by this (S).2.7 is scheduled to occur.

2.7.3. LIBOR Rate Loans. Any conversion to or from LIBOR Rate Loans
shall be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount of all LIBOR
Rate Loans having the same Interest Period shall not be less than $250,000
or a whole multiple of $100,000 in excess thereof. No more than five (5)
LIBOR Rate Loans having different Interest Periods may be outstanding at
any time.

2.8. Funds for Revolving Credit Loan.

2.8.1. Funding Procedures. Not later than 11:00 a.m. (Boston time) on
the proposed Drawdown Date of any Revolving Credit Loans, each of the
Lenders will make available to the Administrative Agent, at the
Administrative Agent's Office, in immediately available funds, the amount
of such Lender's Commitment Percentage of the amount of the requested
Revolving Credit Loans.

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Upon receipt from each Lender of such amount, and upon receipt of the
documents required by (S)(S)11 and 12 and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Administrative
Agent will make available to the Borrower the aggregate amount of such
Revolving Credit Loans made available to the Administrative Agent by the
Lenders. The failure or refusal of any Lender to make available to the
Administrative Agent at the aforesaid time and place on any Drawdown Date
the amount of its Commitment Percentage of the requested Revolving Credit
Loans shall not relieve any other Lender from its several obligation
hereunder to make available to the Administrative Agent the amount of such
other Lender's Commitment Percentage of any requested Revolving Credit
Loans.

2.8.2. Advances by Administrative Agent. The Administrative Agent may,
unless notified to the contrary by any Lender prior to a Drawdown Date,
assume that such Lender has made available to the Administrative Agent on
such Drawdown Date the amount of such Lender's Commitment Percentage of the
Revolving Credit Loans to be made on such Drawdown Date, and the
Administrative Agent may (but it shall not be required to), in reliance
upon such assumption, make available to the Borrower a corresponding
amount. If any Lender makes available to the Administrative Agent such
amount on a date after such Drawdown Date, such Lender shall pay to the
Administrative Agent on demand an amount equal to the product of (a) the
average computed for the period referred to in clause (c) below, of the
weighted average interest rate paid by the Administrative Agent for federal
funds acquired by the Administrative Agent during each day included in such
period, times (b) the amount of such Lender's Commitment Percentage of such
Revolving Credit Loans, times (c) a fraction, the numerator of which is the
number of days that elapse from and including such Drawdown Date to the
date on which the amount of such Lender's Commitment Percentage of such
Revolving Credit Loans shall become immediately available to the
Administrative Agent, and the denominator of which is 360. A statement of
the Administrative Agent submitted to such Lender with respect to any
amounts owing under this paragraph shall be prima facie evidence of the
amount due and owing to the Administrative Agent by such Lender. If the
amount of such Lender's Commitment Percentage of such Revolving Credit
Loans is not made available to the Administrative Agent by such Lender
within three (3) Business Days following such Drawdown Date, the
Administrative Agent shall be entitled to recover such amount from the
Borrower on demand, with interest thereon at the rate per annum applicable
to the Revolving Credit Loans made on such Drawdown Date.

3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

3.1. Maturity. The Borrower promises to pay on the Revolving Credit Loan
Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
outstanding on such date, together with any and all accrued and unpaid interest
thereon.

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3.2. Mandatory Repayments of Revolving Credit Loans. If at any time the sum
of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations exceeds the Total Commitment at
such time, 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 any Unpaid Reimbursement Obligations; second, to the
Revolving Credit Loans; and third, to provide to the Administrative Agent cash
collateral for Reimbursement Obligations as contemplated by (S)4.2(b) and (c).
Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving
Credit Loans shall be allocated among the Lenders, in proportion, as nearly as
practicable, to each Reimbursement Obligation or (as the case may be) the
respective unpaid principal amount of each Lender's Revolving Credit Note, with
adjustments to the extent practicable to equalize any prior payments or
repayments not exactly in proportion.

3.3. Optional Repayments of Revolving Credit Loans. The Borrower shall have
the right, at its election, to repay the outstanding amount of the Revolving
Credit Loans, as a whole or in part, at any time without penalty or premium,
provided that any full or partial prepayment of the outstanding amount of any
LIBOR Rate Loans pursuant to this (S)3.3 may be made only on the last day of the
Interest Period relating thereto. The Borrower shall give the Administrative
Agent, no later than 10:00 a.m., Boston time, at least one (1) Business Days
prior written notice of any proposed prepayment pursuant to this (S)3.3 of Base
Rate Loans, and three (3) LIBOR Business Days notice of any proposed prepayment
pursuant to this (S)3.3 of LIBOR Rate Loans, in each case specifying the
proposed date of prepayment of Revolving Credit Loans and the principal amount
to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall
be in an integral multiple of $100,000, shall be accompanied by the payment of
accrued interest on the principal prepaid to the date of prepayment and shall be
applied, in the absence of instruction by the Borrower, first to the principal
of Base Rate Loans and then to the principal of LIBOR Rate Loans. Each partial
prepayment shall be allocated among the Lenders, in proportion, as nearly as
practicable, to the respective unpaid principal amount of each Lender's
Revolving Credit Note, with adjustments to the extent practicable to equalize
any prior repayments not exactly in proportion.

4. LETTERS OF CREDIT.

4.1. Letter of Credit Commitments.

4.1.1. Commitment to Issue Letters of Credit. Subject to the terms and
conditions hereof and the execution and delivery by the Borrower of a
letter of credit application on the Administrative Agent's customary form
(a "Letter of Credit Application"), the Administrative Agent on behalf of
the Lenders and in reliance upon the agreement of the Lenders set forth in
(S)4.1.4 and upon the representations and warranties of the Borrower
contained herein, agrees, in its individual capacity, to issue, extend and
renew for the account of the Borrower one or more standby or documentary
letters of credit (individually, a "Letter of Credit"), in such form as may
be requested from time to time by the Borrower and agreed to by the
Administrative Agent; provided, however, that, after giving

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effect to such request, (a) the sum of the aggregate Maximum Drawing Amount
and all Unpaid Reimbursement Obligations shall not exceed $1,000,000 at any
one time and (b) the sum of (i) the Maximum Drawing Amount on all Letters
of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount
of all Revolving Credit Loans outstanding shall not exceed the Total
Commitment at such time.

4.1.2. Letter of Credit Applications. Each Letter of Credit
Application shall be completed to the satisfaction of the Administrative
Agent. In the event that any provision of any Letter of Credit Application
shall be inconsistent with any provision of this Credit Agreement, then the
provisions of this Credit Agreement shall, to the extent of any such
inconsistency, govern.

4.1.3. Terms of Letters of Credit. Each Letter of Credit issued,
extended or renewed hereunder shall, among other things, (a) provide for
the payment of sight drafts for honor thereunder when presented in
accordance with the terms thereof and when accompanied by the documents
described therein, and (b) have an expiry date no later than the date which
is fourteen (14) days (or, if the Letter of Credit is confirmed by a
confirmer or otherwise provides for one or more nominated persons,
forty-five (45) days) prior to the Revolving Credit Loan Maturity Date.
Each Letter of Credit so issued, extended or renewed shall be subject to
the Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500 or any successor
version thereto adopted by the Administrative Agent in the ordinary course
of its business as a letter of credit issuer and in effect at the time of
issuance of such Letter of Credit (the "Uniform Customs") or, in the case
of a standby Letter of Credit, either the Uniform Customs or the
International Standby Practices (ISP98), International Chamber of Commerce
Publication No. 590, or any successor code of standby letter of credit
practices among banks adopted by the Administrative Agent in the ordinary
course of its business as a standby letter of credit issuer and in effect
at the time of issuance of such Letter of Credit.

4.1.4. Reimbursement Obligations of Lenders. Each Lender severally
agrees that it shall be absolutely liable, without regard to the occurrence
of any Default or Event of Default or any other condition precedent
whatsoever, to the extent of such Lender's Commitment Percentage, to
reimburse the Administrative Agent on demand for the amount of each draft
paid by the Administrative Agent under each Letter of Credit to the extent
that such amount is not reimbursed by the Borrower pursuant to (S)4.2 (such
agreement for a Lender being called herein the "Letter of Credit
Participation" of such Lender).

4.1.5. Participations of Lenders. Each such payment made by a Lender
shall be treated as the purchase by such Lender of a participating interest
in the Borrower's Reimbursement Obligation under (S)4.2 in an amount equal
to such payment. Each Lender shall share in accordance with its
participating interest in any interest which accrues pursuant to (S)4.2.

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4.2. Reimbursement Obligation of the Borrower. In order to induce the
Administrative Agent to issue, extend and renew each Letter of Credit and the
Lenders to participate therein, the Borrower hereby agrees to reimburse or pay
to the Administrative Agent, for the account of the Administrative Agent or (as
the case may be) the Lenders, with respect to each Letter of Credit issued,
extended or renewed by the Administrative Agent hereunder,

(a) except as otherwise expressly provided in (S)4.2(b) and
(c), on each date that any draft presented under such Letter of Credit
is honored by the Administrative Agent, or the Administrative Agent
otherwise makes a payment with respect thereto, (i) the amount paid by
the Administrative Agent under or with respect to such Letter of
Credit, and (ii) the amount of any taxes, fees, charges or other costs
and expenses whatsoever incurred by the Administrative Agent or any
Lender in connection with any payment made by the Administrative Agent
or any Lender under, or with respect to, such Letter of Credit,

(b) upon the reduction (but not termination) of the Total
Commitment to an amount less than the Maximum Drawing Amount, an amount
equal to such difference, which amount shall be held by the
Administrative Agent for the benefit of the Lenders and the
Administrative Agent as cash collateral for all Reimbursement
Obligations, and

(c) upon the termination of the Total Commitment, or the
acceleration of the Reimbursement Obligations with respect to all
Letters of Credit in accordance with (S)13, an amount equal to the
then Maximum Drawing Amount on all Letters of Credit, which amount
shall be held by the Administrative Agent for the benefit of the
Lenders and the Administrative Agent as cash collateral for all
Reimbursement Obligations.

Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Office in immediately available funds. Interest on any
and all amounts remaining unpaid by the Borrower under this (S)4.2 at any time
from the date such amounts become due and payable (whether as stated in this
(S)4.2, by acceleration or otherwise) until payment in full (whether before or
after judgment) shall be payable to the Administrative Agent on demand at the
rate specified in (S)5.9 for overdue principal on the Revolving Credit Loans.

4.3. Letter of Credit Payments. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the
Administrative Agent shall notify the Borrower of the date and amount of the
draft presented or demand for payment and of the date and time when it expects
to pay such draft or honor such demand for payment. If the Borrower fails to
reimburse the Administrative Agent as provided in (S)4.2 on or before the date
that such draft is paid or other payment is made by the Administrative Agent,
the Administrative Agent may at any time thereafter notify the Lenders of the
amount of any such Unpaid Reimbursement Obligation. No later than 3:00 p.m.
(Boston time) on the Business Day next following the receipt of such

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notice, each Lender shall make available to the Administrative Agent, at the
Administrative Agent's Office, in immediately available funds, such Lender's
Commitment Percentage of such Unpaid Reimbursement Obligation, together with an
amount equal to the product of (a) the average, computed for the period referred
to in clause (c) below, of the weighted average interest rate paid by the
Administrative Agent for federal funds acquired by the Administrative Agent
during each day included in such period, times (b) the amount equal to such
Lender's Commitment Percentage of such Unpaid Reimbursement Obligation, times
(c) a fraction, the numerator of which is the number of days that elapse from
and including the date the Administrative Agent paid the draft presented for
honor or otherwise made payment to the date on which such Lender's Commitment
Percentage of such Unpaid Reimbursement Obligation shall become immediately
available to the Administrative Agent, and the denominator of which is 360. The
responsibility of the Administrative Agent to the Borrower and the Lenders shall
be only to determine that the documents (including each draft) delivered under
each Letter of Credit in connection with such presentment shall be in conformity
in all material respects with such Letter of Credit.

4.4. Obligations Absolute. The Borrower's obligations under this (S)4
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Administrative Agent, any
Lender or any beneficiary of a Letter of Credit. The Borrower further agrees
with the Administrative Agent and the Lenders that the Administrative Agent and
the Lenders shall not be responsible for, and the Borrower's Reimbursement
Obligations under (S)4.2 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if
such documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among the Borrower, the
beneficiary of any Letter of Credit or any financing institution or other party
to which any Letter of Credit may be transferred or any claims or defenses
whatsoever of the Borrower against the beneficiary of any Letter of Credit or
any such transferee. The Administrative Agent and the Lenders shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit. The Borrower agrees that any action taken or omitted by
the Administrative Agent or any Lender under or in connection with each Letter
of Credit and the related drafts and documents, if done in good faith, shall be
binding upon the Borrower and shall not result in any liability on the part of
the Administrative Agent or any Lender to the Borrower. Nothing contained in
this (S)4.4 shall in any manner limit or otherwise affect any claims the
Borrower may have against the Administrative Agent arising from the gross
negligence or willful misconduct of the Administrative Agent as the issuer of
any Letter of Credit.

4.5. Reliance by Issuer. To the extent not inconsistent with (S)4.4,
the Administrative Agent shall be entitled to rely, and shall be fully protected
in relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement,

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order or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Administrative Agent.

4.6. Letter of Credit Fee. The Borrower shall, on the date of issuance
or any extension or renewal of any Letter of Credit pay a fee (in each case, a
"Letter of Credit Fee") to the Administrative Agent in respect of each Letter of
Credit an amount equal to the Applicable Margin per annum with respect to Letter
of Credit Fees of the face amount of such Letter of Credit, of which an amount
equal to one eighth of one percent (1/8%) per annum of the face amount of such
Letter of Credit shall be for the account of the Administrative Agent, as a
fronting fee, and the balance of which Letter of Credit Fee shall be for the
accounts of the Lenders in accordance with their respective Commitment
Percentages. In respect of each Letter of Credit, the Borrower shall also pay to
the Administrative Agent for the Administrative Agent's own account, at such
other time or times as such charges are customarily made by the Administrative
Agent, the Administrative Agent's customary issuance, amendment, negotiation or
document examination and other administrative fees as in effect from time to
time.

5. CERTAIN GENERAL PROVISIONS.

5.1. Funds for Payments.

5.1.1. Payments to Administrative Agent. All payments of
principal, interest, Reimbursement Obligations, Fees and any other
amounts due hereunder or under any of the other Loan Documents shall be
made on the due date thereof to the Administrative Agent in Dollars,
for the respective accounts of the Lenders and the Administrative
Agent, at the Administrative Agent's Office or at such other place that
the Administrative Agent may from time to time designate, in each case
at or about 11:00 a.m. (Boston, Massachusetts, time or other local time
at the place of payment) and in immediately available funds.

5.1.2. No Offset, etc. All payments by the Borrower hereunder
and under any of the other Loan Documents shall be made without
recoupment, setoff or counterclaim and free and clear of and without
deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or conditions
of any nature now or hereafter imposed or levied by any jurisdiction or
any political subdivision thereof or taxing or other authority therein
unless the Borrower is compelled by law to make such deduction or
withholding. If any such obligation is imposed upon the Borrower with
respect to any amount payable by it hereunder or under any of the other
Loan Documents, the Borrower will pay to the Administrative Agent, for
the account of the Lenders or (as the case may be) the Administrative
Agent, on the date on which such amount is due and payable hereunder or
under such other Loan Document, such additional amount in Dollars as
shall be necessary to enable the Lenders or the Administrative Agent to
receive the same net amount which the Lenders or the Administrative
Agent would have received on such

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due date had no such obligation been imposed upon the Borrower. The
Borrower will deliver promptly to the Administrative Agent
certificates or other valid vouchers for all taxes or other charges
deducted from or paid with respect to payments made by the Borrower
hereunder or under such other Loan Document.

5.1.3. Non-U.S. Lenders. Each Lender and the Administrative
Agent that is not a U.S. Person as defined in Section 7701(a)(30) of
the Code for federal income tax purposes (a "Non-U.S. Lender") hereby
agrees that, if and to the extent it is legally able to do so, it
shall, prior to the date of the first payment by the Borrower hereunder
to be made to such Lender or the Administrative Agent or for such
Lender's or the Administrative Agent's account, deliver to the Borrower
and the Administrative Agent, as applicable, such certificates,
documents or other evidence, as and when required by the Code or
Treasury Regulations issued pursuant thereto, including (a) in the case
of a Non-U.S. Lender that is a "bank" for purposes of Section
881(c)(3)(A) of the Code, two (2) duly completed copies of Internal
Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or
statement of exemption required by Treasury Regulations, or any
subsequent versions thereof or successors thereto, properly completed
and duly executed by such Lender or the Administrative Agent
establishing that with respect to payments of principal, interest or
fees hereunder it is (i) not subject to United States federal
withholding tax under the Code because such payment is effectively
connected with the conduct by such Lender or Administrative Agent of a
trade or business in the United States or (ii) totally exempt or
partially exempt from United States federal withholding tax under a
provision of an applicable tax treaty and (b) in the case of a Non-U.S.
Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the
Code, a certificate in form and substance reasonably satisfactory to
the Administrative Agent and the Borrower and to the effect that (i)
such Non-U.S. Lender is not a "bank" for purposes of Section
881(c)(3)(A) of the Code, is not subject to regulatory or other legal
requirements as a bank in any jurisdiction, and has not been treated as
a bank for purposes of any tax, securities law or other filing or
submission made to any governmental authority, any application made to
a rating agency or qualification for any exemption from any tax,
securities law or other legal requirements, (ii) is not a ten (10)
percent shareholder for purposes of Section 881(c)(3)(B) of the Code
and (iii) is not a controlled foreign corporation receiving interest
from a related person for purposes of Section 881(c)(3)(C) of the Code,
together with a properly completed Internal Revenue Service Form W-8 or
W-9, as applicable (or successor forms). Each Lender or the
Administrative Agent agrees that it shall, promptly upon a change of
its lending office or the selection of any additional lending office,
to the extent the forms previously delivered by it pursuant to this
section are no longer effective, and promptly upon the Borrower's or
the Administrative Agent's reasonable request after the occurrence of
any other event (including the passage of time) requiring the delivery
of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in
replacement of the forms previously delivered, deliver to the Borrower
and the

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Administrative Agent, as applicable, if and to the extent it is
properly entitled to do so, a properly completed and executed Form
W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor
forms thereto). The Borrower shall not be required to pay any
additional amounts to any Non-U.S. Lender in respect of United States
federal withholding tax pursuant to (S)5.1.2 above to the extent that
the obligation to pay such additional amounts would not have arisen
but for a failure by such Non-U.S. Lender to comply with the
provisions of this (S)5.1.3; provided, however, that the foregoing
shall not relieve the Borrower of its obligation to pay additional
amounts pursuant to (S)5.1.2 in the event that, as a result of any
change in any applicable law, treaty or governmental rule, regulation
or order, or any change in interpretation, administration or
application thereof, a Non-US Lender that was previously entitled to
receive all payments under this Credit Agreement and the Revolving
Credit Notes without deduction or withholding of any United States
federal income taxes is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the
fact that such Lender is not subject to withholding.

5.2. Computations. All computations of interest on the Revolving Credit
Loans and of Fees shall, unless otherwise expressly provided herein, be based on
a 360-day year and paid for the actual number of days elapsed. Except as
otherwise provided in the definition of the term "Interest Period" with respect
to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan
Documents becomes due on a day that is not a Business Day, the due date for such
payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension. The outstanding amount of the Revolving
Credit Loans as reflected on the Records from time to time shall be considered
correct and binding on the Borrower unless within five (5) Business Days after
receipt of any notice by the Administrative Agent or any of the Lenders of such
outstanding amount, the Borrower shall notify the Administrative Agent or such
Lender to the contrary.

5.3. Inability to Determine LIBOR Rate. In the event, prior to the
commencement of any Interest Period relating to any LIBOR Rate Loan, the
Administrative Agent shall determine or be notified by the Required Lenders that
(a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate
that would otherwise determine the rate of interest to be applicable to any
LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or
to be determined for such Interest Period will not adequately and fairly reflect
the cost to the Lenders of making or maintaining their LIBOR Rate Loans during
such period, the Administrative Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Lenders) to the Borrower and the Lenders. In such event (i) any Loan Request or
Conversion Request with respect to LIBOR Rate Loans shall be automatically
withdrawn and shall be deemed a request for Base Rate Loans, (ii) each LIBOR
Rate Loan will automatically, on the last day of the then current Interest
Period relating thereto, become a Base Rate Loan, and (iii) the obligations of
the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative
Agent or the Required Lenders determine that the circumstances giving rise to
such suspension no

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longer exist, whereupon the Administrative Agent or, as the case may be, the
Administrative Agent upon the instruction of the Required Lenders, shall so
notify the Borrower and the Lenders.

5.4. Illegality. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances
to the Borrower and the other Lenders and thereupon (a) the commitment of such
Lender to make LIBOR Rate Loans or convert Base Rate Loans to LIBOR Rate Loans
shall forthwith be suspended and (b) such Lender's Revolving Credit Loans then
outstanding as LIBOR Rate Loans, if any, shall be converted automatically to
Base Rate Loans on the last day of each Interest Period applicable to such LIBOR
Rate Loans or within such earlier period as may be required by law. The Borrower
hereby agrees promptly to pay the Administrative Agent for the account of such
Lender, upon demand by such Lender, any additional amounts necessary to
compensate such Lender for any costs incurred by such Lender in making any
conversion in accordance with this (S)5.4, including any interest or fees
payable by such Lender to lenders of funds obtained by it in order to make or
maintain its LIBOR Rate Loans hereunder.

5.5. Additional Costs, etc. If any present or future applicable law,
which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender or the Administrative Agent by any central bank
or other fiscal, monetary or other authority (whether or not having the force of
law), shall:

(a) subject any Lender or the Administrative Agent to any tax,
levy, impost, duty, charge, fee, deduction or withholding of any nature
with respect to this Credit Agreement, the other Loan Documents, any
Letters of Credit, such Lender's Commitment or the Revolving Credit
Loans (other than taxes based upon or measured by the income or profits
of such Lender or the Administrative Agent), or

(b) materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Lender of the
principal of or the interest on any Revolving Credit Loans or any other
amounts payable to any Lender or the Administrative Agent under this
Credit Agreement or any of the other Loan Documents, or

(c) impose or increase or render applicable (other than to the
extent specifically provided for elsewhere in this Credit Agreement)
any special deposit, reserve, assessment, liquidity, capital adequacy
or other similar requirements (whether or not having the force of law)
against assets held by, or

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deposits in or for the account of, or loans by, or letters of credit
issued by, or commitments of an office of any Lender, or

(d) impose on any Lender or the Administrative Agent any other
conditions or requirements with respect to this Credit Agreement, the
other Loan Documents, any Letters of Credit, the Revolving Credit
Loans, such Lender's Commitment, or any class of loans, letters of
credit or commitments of which any of the Revolving Credit Loans or
such Lender's Commitment forms a part, and the result of any of the
foregoing is

(i) to increase the cost to any Lender of making,
funding, issuing, renewing, extending or maintaining any of
the Revolving Credit Loans or such Lender's Commitment or any
Letter of Credit, or

(ii) to reduce the amount of principal, interest,
Reimbursement Obligation or other amount payable to such
Lender or the Administrative Agent hereunder on account of
such Lender's Commitment, any Letter of Credit or any of the
Revolving Credit Loans, or

(iii) to require such Lender or the Administrative
Agent to make any payment or to forego any interest or
Reimbursement Obligation or other sum payable hereunder, the
amount of which payment or foregone interest or Reimbursement
Obligation or other sum is calculated by reference to the
gross amount of any sum receivable or deemed received by such
Lender or the Administrative Agent from the Borrower
hereunder,

then, and in each such case, the Borrower will, upon demand made by such Lender
or (as the case may be) the Administrative Agent at any time and from time to
time and as often as the occasion therefor may arise, pay to such Lender or the
Administrative Agent such additional amounts as will be sufficient to compensate
such Lender or the Administrative Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum, provided
that the Borrower shall not be liable to any Lender or the Administrative Agent
for costs incurred more than one hundred eighty (180) days prior to receipt by
the Borrower of such demand for payment from such Lender or, as the case may be,
the Administrative Agent, unless such costs were incurred prior to such one
hundred eighty (180) day period as a result of such present or future applicable
law being retroactive to a date which occurred prior to such one hundred eighty
(180) day period and such Lender or, as the case may be, the Administrative
Agent, has given notice to the Borrower of the effectiveness of such law within
one hundred eighty (180) days after the effective date thereof.

5.6. Capital Adequacy. If after the date hereof any Lender or the
Administrative Agent determines that (a) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) regarding capital requirements for banks or bank
holding companies or any change in

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the interpretation or application thereof by a Governmental Authority with
appropriate jurisdiction, or (b) compliance by such Lender or the Administrative
Agent or any corporation controlling such Lender or the Administrative Agent
with any law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) of any such entity regarding capital
adequacy, has the effect of reducing the return on such Lender's or the
Administrative Agent's commitment with respect to any Revolving Credit Loans to
a level below that which such Lender or the Administrative Agent could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or the Administrative Agent's then existing policies with respect
to capital adequacy and assuming full utilization of such entity's capital) by
any amount deemed by such Lender or (as the case may be) the Administrative
Agent to be material, then such Lender or the Administrative Agent may notify
the Borrower of such fact. To the extent that the amount of such reduction in
the return on capital is not reflected in the Base Rate, the Borrower and such
Lender shall thereafter attempt to negotiate in good faith, within thirty (30)
days of the day on which the Borrower receives such notice, an adjustment
payable hereunder that will adequately compensate such Lender in light of these
circumstances. If the Borrower and such Lender are unable to agree to such
adjustment within thirty (30) days of the date on which the Borrower receives
such notice, then commencing on the date of such notice (but not earlier than
the effective date of any such increased capital requirement), the fees payable
hereunder shall increase by an amount that will, in such Lender's reasonable
determination, provide adequate compensation provided that the Borrower shall
not be liable to any Lender or the Administrative Agent for costs incurred more
than one hundred eighty (180) days prior to receipt by the Borrower of the
notice referred to in the immediately preceding sentence from such Lender or the
Administrative Agent, as the case may be. Each Lender shall allocate such cost
increases among its customers in good faith and on an equitable basis.

5.7. Certificate. A certificate setting forth any additional amounts
payable pursuant to (S)(S)5.5 or 5.6 and a brief explanation of such amounts
which are due, submitted by any Lender or the Administrative Agent to the
Borrower in the time periods set forth above, shall be conclusive, absent
manifest error, that such amounts are due and owing.

5.8. Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from and against any loss, cost or expense (including
loss of anticipated profits) that such Lender may sustain or incur as a
consequence of (a) default by the Borrower in payment of the principal amount of
or any interest on any LIBOR Rate Loans as and when due and payable, including
any such loss or expense arising from interest or fees payable by such Lender to
lenders of funds obtained by it in order to maintain its LIBOR Rate Loans, (b)
default by the Borrower in making a borrowing or conversion after the Borrower
has given (or is deemed to have given) a Loan Request or a Conversion Request
relating thereto in accordance with (S)2.6 or (S)2.7or (c) the making of any
payment of a LIBOR Rate Loan or the making of any conversion of any such
Revolving Credit Loan to a Base Rate Loan on a day that is not the last day of
the applicable Interest Period with respect thereto, including interest or fees
payable by such

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Lender to lenders of funds obtained by it in order to maintain any such
Revolving Credit Loans.

5.9. Interest After Default.

5.9.1. Overdue Amounts. Overdue principal and (to the extent
permitted by applicable law) interest on the Revolving Credit Loans and
all other overdue amounts payable hereunder or under any of the other
Loan Documents shall bear interest compounded monthly and payable on
demand at a rate per annum equal to two percent (2.00%) above the rate
of interest then applicable thereto (or, if no rate of interest is then
applicable thereto, the Base Rate) until such amount shall be paid in
full (after as well as before judgment).

5.9.2. Amounts Not Overdue. During the continuance of an Event
of Default the principal of the Revolving Credit Loans not overdue
shall, until such Event of Default has been cured or remedied or such
Event of Default has been waived by the Required Lenders pursuant to
(S)16.12, bear interest at a rate per annum equal to the greater of
(a) two percent (2.00%) above the rate of interest otherwise
applicable to such Revolving Credit Loans pursuant to (S)2.5 and (b)
the rate of interest applicable to overdue principal pursuant to
(S)5.9.1.

5.10. Replacement of Lenders. If any Lender (an "Affected Lender") (a)
makes demand upon the Borrower for (or if the Borrower is otherwise required to
pay) amounts pursuant to (S)(S)5.5 or 5.6, (b) is unable to make or maintain
LIBOR Rate Loans as a result of a condition described in (S)5.4 or (c) defaults
in its obligation to make Revolving Credit Loans in accordance with the terms of
this Credit Agreement or purchase any Letter of Credit Participation, the
Borrower may, so long as no Default or Event of Default has occurred and is then
continuing, within ninety (90) days of receipt of such demand, notice (or the
occurrence of such other event causing the Borrower to be required to pay such
compensation or causing (S)5.4 to be applicable), or default, as the case may
be, by notice (a "Replacement Notice") in writing to the Administrative Agent
and such Affected Lender (i) request the Affected Lender to cooperate with the
Borrower in obtaining a replacement Lender satisfactory to the Administrative
Agent and the Borrower (the "Replacement Lender"); (ii) request the non-Affected
Lenders to acquire and assume all of the Affected Lender's Revolving Credit
Loans and Commitment as provided herein, but none of such Lenders shall be under
an obligation to do so; or (iii) designate a Replacement Lender approved by the
Administrative Agent, such approval not to be unreasonably withheld or delayed.
If any satisfactory Replacement Lender shall be obtained, and/or if any one or
more of the non-Affected Lenders shall agree to acquire and assume all of the
Affected Lender's Revolving Credit Loans and Commitment, then such Affected
Lender shall assign, in accordance with (S)15, all of its Commitment, Revolving
Credit Loans, Letter of Credit Participations, Revolving Credit Notes and other
rights and obligations under this Credit Agreement and all other Loan Documents
to such Replacement Lender or non-Affected Lenders, as the case may be, in
exchange for payment of the principal amount so assigned and all interest and
fees accrued on the amount so assigned, plus all other Obligations then due and
payable to the Affected Lender; provided, however, that (A) such assignment
shall

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be without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Affected Lender and such Replacement
Lender and/or non-Affected Lenders, as the case may be, and (B) prior to any
such assignment, the Borrower shall have paid to such Affected Lender all
amounts properly demanded and unreimbursed under (S)(S)5.5 and 5.6. Upon the
effective date of such assignment, the Borrower shall issue replacement
Revolving Credit Notes to such Replacement Lender and/or non-Affected Lenders,
as the case may be, and such institution shall become a "Lender" for all
purposes under this Credit Agreement and the other Loan Documents.

6. GUARANTIES.

6.1. Guaranties. The Obligations shall also be guaranteed pursuant to
the terms of the Guaranty.

7. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Lenders and the
Administrative Agent as follows:

7.1. Corporate Authority.

7.1.1. Incorporation; Good Standing. Each of the Borrower and
its Subsidiaries (a) is a corporation (or similar business entity) duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or formation, (b) has all requisite
corporate (or the equivalent company) power to own its property and
conduct its business as now conducted and as presently contemplated,
and (c) is in good standing as a foreign corporation (or similar
business entity) and is duly authorized to do business in each
jurisdiction where such qualification is necessary except where a
failure to be so qualified would not have a Material Adverse Effect.

7.1.2. Authorization. The execution, delivery and performance
of this Credit Agreement and the other Loan Documents to which the
Borrower or any of its Subsidiaries is or is to become a party and the
transactions contemplated hereby and thereby (a) are within the
corporate (or the equivalent company) authority of such Person, (b)
have been duly authorized by all necessary corporate (or the equivalent
company) proceedings, (c) do not and will not conflict with or result
in any breach or contravention of any provision of law, statute, rule
or regulation to which the Borrower or any of its Subsidiaries is
subject or any judgment, order, writ, injunction, license or permit
applicable to the Borrower or any of its Subsidiaries and (d) do not
conflict with any provision of the Governing Documents of, or any
agreement or other instrument binding upon, the Borrower or any of its
Subsidiaries.

7.1.3. Enforceability. The execution and delivery of this
Credit Agreement and the other Loan Documents to which the Borrower or
any of its Subsidiaries is or is to become a party will result in valid
and legally binding

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obligations of such Person enforceable against it in accordance with
the respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any
proceeding therefor may be brought.

7.2. Governmental Approvals. The execution, delivery and performance by
the Borrower and any of its Subsidiaries of this Credit Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained.

7.3. Title to Properties; Leases. Except as indicated on Schedule 7.3
hereto, the Borrower and its Subsidiaries own all of the assets reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date),
subject to no Liens or other rights of others, except Permitted Liens.

7.4. Financial Statements, Projections and Solvency.

7.4.1. Fiscal Year. The Borrower and each of its Subsidiaries
has a fiscal year which is the twelve months ending on December 31 of
each calendar year.

7.4.2. Financial Statements. There has been furnished to each
of the Lenders a consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, and a consolidated statement
of income of the Borrower and its Subsidiaries for the fiscal year then
ended, certified by PricewaterhouseCoopers LLP. Such balance sheet and
statement of income have been prepared in accordance with GAAP and
fairly present the financial condition of the Borrower as at the close
of business on the date thereof and the results of operations for the
fiscal year then ended. There are no contingent liabilities of the
Borrower or any of its Subsidiaries as of such date involving material
amounts, known to the officers of the Borrower, which were not
disclosed in such balance sheet and the notes related thereto.

7.4.3. Solvency. The Borrower and its Subsidiaries, on a
consolidated and consolidating basis, both before and after giving
effect to the transactions contemplated by this Credit Agreement, the
other Loan Documents and all contribution arrangements among the
Borrower and its Subsidiaries (a) are solvent, (b) the fair value of
the property of such Person exceeds its total liabilities (including
contingent liabilities but without duplication of any underlying
liability related thereto), (c) the present fair saleable value on a
going concern basis of the assets of such Person is not less than the
amount required to

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pay its probable liabilities on its debts as they become absolute and
mature, (d) does not intend to, and does not believe that it will,
incur debts or liabilities beyond its ability to pay as such debts and
liabilities mature, and (e) is not engaged, and is not about to engage,
in business or a transaction for which its property would constitute
unreasonably small capital.

7.5. No Material Adverse Changes, etc. Since the Balance Sheet Date
there has been no event or occurrence which has had a Material Adverse Effect.
Since the Balance Sheet Date, the Borrower has not made any Restricted Payment.

7.6. Franchises, Patents, Copyrights, etc. The Borrower and each of its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

7.7. Litigation. Except as set forth in Schedule 7.7 hereto, there are
no actions, suits, proceedings or investigations of any kind pending or
threatened against the Borrower or any of its Subsidiaries before any
Governmental Authority, that, (a) if adversely determined, might, either in any
case or in the aggregate, (i) have a Material Adverse Effect or (ii) materially
impair the right of the Borrower and its Subsidiaries, considered as a whole, to
carry on business substantially as now conducted by them, or result in any
substantial liability not adequately covered by insurance, or for which adequate
reserves are not maintained on the consolidated balance sheet of the Borrower
and its Subsidiaries, or (b) which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.

7.8. No Materially Adverse Contracts, etc. Neither the Borrower nor any
of its Subsidiaries is subject to any Governing Document or other legal
restriction, or any judgment, decree, order, law, statute, rule or regulation
that has or is expected in the future to have a Material Adverse Effect. Neither
the Borrower nor any of its Subsidiaries is a party to any contract or agreement
that has or is expected, in the judgment of the Borrower's officers, to have any
Material Adverse Effect.

7.9. Compliance with Other Instruments, Laws, etc. Neither the Borrower
nor any of its Subsidiaries is in violation of any provision of its Governing
Documents, or any agreement or instrument to which it may be subject or by which
it or any of its properties may be bound or any decree, order, judgment,
statute, license, rule or regulation, in any of the foregoing cases in a manner
that could result in the imposition of substantial penalties or have a Material
Adverse Effect.

7.10. Tax Status. The Borrower and its Subsidiaries (a) have made or
filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which any of them is subject,
(b) have paid all taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and by

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appropriate proceedings and (c) have set aside on their books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and none of the officers of the Borrower know of any basis for
any such claim.

7.11. No Event of Default. No Default or Event of Default has occurred
and is continuing.

7.12. Holding Company and Investment Company Acts. Neither the Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an "affiliate" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935; nor is it an
"investment company", or an "affiliated company" or a "principal underwriter" of
an "investment company", as such terms are defined in the Investment Company Act
of 1940.

7.13. Absence of Financing Statements, etc. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future Lien on any assets or property
of the Borrower or any of its Subsidiaries or any rights relating thereto.

7.14. No Liens. The Borrower is the owner of its property and assets
free from any Lien, except for Permitted Liens.

7.15. Certain Transactions. Except for arm's length transactions
pursuant to which the Borrower or any of its Subsidiaries makes payments in the
ordinary course of business upon terms no less favorable than the Borrower or
such Subsidiary could obtain from third parties, none of the officers,
directors, or employees of the Borrower or any of its Subsidiaries is presently
a party to any transaction with the Borrower or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Borrower, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.

7.16. Employee Benefit Plans.

7.16.1. In General. Each Employee Benefit Plan and each
Guaranteed Pension Plan has been maintained and operated in compliance
in all material respects with the provisions of ERISA and all
Applicable Pension Legislation and, to the extent applicable, the Code,
including but not limited to the provisions thereunder respecting
prohibited transactions and the bonding of fiduciaries and other
persons handling plan funds as required by (S)412 of ERISA.

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The Borrower has heretofore delivered to the Administrative Agent the
most recently completed annual report, Form 5500, with all required
attachments, and actuarial statement required to be submitted under
(S)103(d) of ERISA, with respect to each Guaranteed Pension Plan.

7.16.2. Terminability of Welfare Plans. No Employee Benefit
Plan, which is an employee welfare benefit plan within the meaning of
(S)3(1) or (S)3(2)(B) of ERISA, provides benefit coverage subsequent
to termination of employment, except as required by Title I, Part 6 of
ERISA or the applicable state insurance laws. The Borrower may
terminate each such Plan at any time (or at any time subsequent to the
expiration of any applicable bargaining agreement) in the discretion of
the Borrower without liability to any Person other than for claims
arising prior to termination.

7.16.3. Guaranteed Pension Plans. Each contribution required
to be made to a Guaranteed Pension Plan, whether required to be made to
avoid the incurrence of an accumulated funding deficiency, the notice
or lien provisions of (S)302(f) of ERISA, or otherwise, has been
timely made. No waiver of an accumulated funding deficiency or
extension of amortization periods has been received with respect to
any Guaranteed Pension Plan, and neither the Borrower nor any ERISA
Affiliate is obligated to or has posted security in connection with an
amendment to a Guaranteed Pension Plan pursuant to (S)307 of ERISA or
(S)401(a)(29) of the Code. No liability to the PBGC (other than
required insurance premiums, all of which have been paid) has been
incurred by the Borrower or any ERISA Affiliate with respect to any
Guaranteed Pension Plan and there has not been any ERISA Reportable
Event (other than an ERISA Reportable Event as to which the
requirement of 30 days notice has been waived), or any other event or
condition which presents a material risk of termination of any
Guaranteed Pension Plan by the PBGC. Based on the latest valuation of
each Guaranteed Pension Plan (which in each case occurred within
twelve months of the date of this representation), and on the
actuarial methods and assumptions employed for that valuation, the
aggregate benefit liabilities of all such Guaranteed Pension Plans
within the meaning of (S)4001 of ERISA did not exceed the aggregate
value of the assets of all such Guaranteed Pension Plans, disregarding
for this purpose the benefit liabilities and assets of any Guaranteed
Pension Plan with assets in excess of benefit liabilities.

7.16.4. Multiemployer Plans. Neither the Borrower nor any
ERISA Affiliate has incurred any material liability (including
secondary liability) to any Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan under
(S)4201 of ERISA or as a result of a sale of assets described in
(S)4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has
been notified that any Multiemployer Plan is in reorganization or
insolvent under and within the meaning of (S)4241 or (S)4245 of ERISA
or is at risk of entering reorganization or becoming insolvent, or
that any Multiemployer Plan intends to terminate or has been
terminated under (S)4041A of ERISA.

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7.17. Use of Proceeds.

7.17.1. General. The proceeds of the Revolving Credit Loans
shall be used for working capital and general corporate purposes. The
Borrower will obtain Letters of Credit solely for working capital and
general corporate purposes.

7.17.2. Regulations U and X. No portion of any Revolving
Credit Loan is to be used, and no portion of any Letter of Credit is to
be obtained, for the purpose of purchasing or carrying any "margin
security" or "margin stock" as such terms are used in Regulations U and
X of the Board of Governors of the Federal Reserve System, 12 C.F.R.
Parts 221 and 224.

7.17.3. Ineligible Securities. No portion of the proceeds of
any Revolving Credit Loan is to be used, and no portion of any Letter
of Credit is to be obtained, for the purpose of knowingly purchasing,
or providing credit support for the purchase of, during the
underwriting or placement period or within thirty (30) days thereafter,
any Ineligible Securities underwritten or privately placed by a
Financial Affiliate.

7.18. Environmental Compliance. The Borrower has taken all reasonable
steps to investigate the past and present condition and usage of the Real Estate
and the operations conducted thereon and, based upon such diligent
investigation, has determined that to its knowledge:

(a) none of the Borrower, its Subsidiaries or any operator of
the Real Estate or any operations thereon is in violation, or alleged
violation, of any judgment, decree, order, law, license, rule or
regulation pertaining to environmental matters, including without
limitation, those arising under the Resource Conservation and Recovery
Act ("RCRA"), the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 as amended ("CERCLA"), the Superfund
Amendments and Reauthorization Act of 1986 ("▇▇▇▇"), the Federal Clean
Water Act, the Federal Clean Air Act, the Toxic Substances Control Act,
or any state, local or foreign law, statute, regulation, ordinance,
order or decree relating to health, safety or the environment
(hereinafter "Environmental Laws"), which violation would have a
material adverse effect on the environment or a Material Adverse
Effect;

(b) neither the Borrower nor any of its Subsidiaries has
received notice from any third party including, without limitation, any
Governmental Authority, (i) that any one of them has been identified by
the United States Environmental Protection Agency ("EPA") as a
potentially responsible party under CERCLA with respect to a site
listed on the National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇;
(ii) that any hazardous waste, as defined by 42 U.S.C. (S).6903(5), any
hazardous substances as defined by 42 U.S.C. (S).9601(14), any
pollutant or contaminant as defined by 42 U.S.C. (S).9601(33) and any
toxic substances, oil or hazardous materials or other chemicals or
substances regulated

-41-

by any Environmental Laws ("Hazardous Substances") which any one of them
has generated, transported or disposed of has been found at any site at
which a Governmental Authority has conducted or has ordered that the
Borrower or any of its Subsidiaries conduct a remedial investigation,
removal or other response action pursuant to any Environmental Law; or
(iii) that it is or shall be a named party to any claim, action, cause of
action, complaint, or legal or administrative proceeding (in each case,
contingent or otherwise) arising out of any third party's incurrence of
costs, expenses, losses or damages of any kind whatsoever in connection
with the release of Hazardous Substances;

(c) except as set forth on Schedule 7.18 attached hereto: (i) no
portion of the Real Estate has been used for the handling, processing,
storage or disposal of Hazardous Substances except in accordance with
applicable Environmental Laws; and no underground tank or other underground
storage receptacle for Hazardous Substances is located on any portion of
the Real Estate; (ii) in the course of any activities conducted by the
Borrower, its Subsidiaries or operators of its properties, no Hazardous
Substances have been generated or are being used on the Real Estate except
in accordance with applicable Environmental Laws; (iii) there have been no
releases by the Borrower, any Subsidiary or any of its operators or agents
(i.e. any past or present releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, disposing or dumping)
or threatened releases of Hazardous Substances on, upon, into or from the
properties of the Borrower or its Subsidiaries, which releases would have a
material adverse effect on the value of any of the Real Estate or adjacent
properties or the environment; (iv) to the best of the Borrower's
knowledge, there have been no releases on, upon, from or into any real
property in the vicinity of any of the Real Estate which, through soil or
groundwater contamination, may have come to be located on, and which would
have a material adverse effect on the value of, the Real Estate; and (v) in
addition, any Hazardous Substances that have been generated by on or behalf
of the Borrower or any Subsidiary on any of the Real Estate have been
transported offsite only by carriers having an identification number issued
by the EPA (or the equivalent thereof in any foreign jurisdiction), treated
or disposed of only by treatment or disposal facilities maintaining valid
permits as required under applicable Environmental Laws, which transporters
and facilities have been and are, to the best of the Borrower's knowledge,
operating in compliance with such permits and applicable Environmental
Laws; and

(d) none of the Borrower and its Subsidiaries or any of the other Real
Estate is subject to any applicable Environmental Law requiring the
performance of Hazardous Substances site assessments, or the removal or
remediation of Hazardous Substances, or the giving of notice to any
Governmental Authority or the recording or delivery to other Persons of an
environmental disclosure document or statement by virtue of the
transactions set forth herein and contemplated hereby, or as a condition to
the effectiveness of any other transactions contemplated hereby.

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7.19. Subsidiaries, etc. Lifeline Systems Export, Inc., Lifeline Systems
Securities Corporation, Telcare Systems, Inc. and Lifeline Systems Canada, Inc.
are the only Subsidiaries of the Borrower. Except as set forth on Schedule 7.19
hereto, neither the Borrower nor any Subsidiary of the Borrower is engaged in
any joint venture or partnership with any other Person. The jurisdiction of
incorporation/formation and principal place of business of each Subsidiary of
the Borrower is listed on Schedule 7.19 hereto.

7.20. Disclosure. None of this Credit Agreement or any of the other Loan
Documents contains any untrue statement of a material fact or omits to state a
material fact (known to the Borrower or any of its Subsidiaries in the case of
any document or information not furnished by it or any of its Subsidiaries)
necessary in order to make the statements herein or therein not misleading.
There is no fact known to the Borrower or any of its Subsidiaries which has a
Material Adverse Effect, or which is reasonably likely in the future to have a
Material Adverse Effect, exclusive of effects resulting from changes in general
economic conditions, legal standards or regulatory conditions.

7.21. Governing Documents. The Borrower has delivered to the Administrative
Agent true and complete copies of all of the Governing Documents (including any
amendments thereto).

7.22. Insurance. Each of the Borrower and its Subsidiaries maintains with
financially sound and reputable insurers insurance with respect to its
properties and businesses against such casualties and contingencies as are in
accordance with sound business practice.

8. AFFIRMATIVE COVENANTS.

The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Lender has any obligation to make any Revolving Credit
Loans or the Administrative Agent has any obligation to issue, extend or renew
any Letters of Credit:

8.1. Punctual Payment. The Borrower will duly and punctually pay or cause
to be paid the principal and interest on the Revolving Credit Loans, all
Reimbursement Obligations, the Letter of Credit Fees, the Commitment Fees and
all other amounts provided for in this Credit Agreement and the other Loan
Documents to which the Borrower or any of its Subsidiaries is a party, all in
accordance with the terms of this Credit Agreement and such other Loan
Documents.

8.2. Maintenance of Office. The Borrower will maintain its chief executive
office in Framingham, Massachusetts, or at such other place in the United States
of America as the Borrower shall designate upon written notice to the
Administrative Agent, where notices, presentations and demands to or upon the
Borrower in respect of the Loan Documents to which the Borrower is a party may
be given or made.

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8.3. Records and Accounts. The Borrower will (a) keep, and cause each of
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with GAAP, (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves, and (c) at
all times engage PricewaterhouseCoopers LLP or other independent certified
public accountants reasonably satisfactory to the Administrative Agent as the
independent certified public accountants of the Borrower and its Subsidiaries
and will not permit more than thirty (30) days to elapse between the cessation
of such firm's (or any successor firm's) engagement as the independent certified
public accountants of the Borrower and its Subsidiaries and the appointment in
such capacity of a successor firm as shall be reasonably satisfactory to the
Administrative Agent.

8.4. Financial Statements, Certificates and Information. The Borrower will
deliver to each of the Lenders:

(a) as soon as practicable, but in any event not later than ninety
(90) days after the end of each fiscal year of the Borrower, the
consolidated balance sheet of the Borrower and its Subsidiaries, as at the
end of such year, and the related consolidated statement of income and
consolidated statement of cash flow, each setting forth in comparative form
the figures for the previous fiscal year and all such consolidated
statements to be in reasonable detail, prepared in accordance with GAAP,
and certified, without qualification and without an expression of
uncertainty as to the ability of the Borrower or any of its Subsidiaries to
continue as going concerns, by PricewaterhouseCoopers LLP or by other
independent certified public accountants reasonably satisfactory to the
Administrative Agent, together with a written statement from such
accountants to the effect that they have read a copy of this Credit
Agreement, and that, in making the examination necessary to said
certification, they have obtained no knowledge of any Default or Event of
Default, or, if such accountants shall have obtained knowledge of any then
existing Default or Event of Default they shall disclose in such statement
any such Default or Event of Default; provided that such accountants shall
not be liable to the Lenders for failure to obtain knowledge of any Default
or Event of Default;

(b) as soon as practicable, but in any event not later than forty-five
(45) days after the end of each of the fiscal quarters of the Borrower,
copies of the unaudited consolidated balance sheet of the Borrower and its
Subsidiaries, and the unaudited consolidating balance sheet of the Borrower
and its Subsidiaries, each as at the end of such quarter, and the related
consolidated statement of income and consolidated statement of cash flow
and consolidating statement of income and consolidating statement of cash
flow for the portion of the Borrower's fiscal year then elapsed, all in
reasonable detail and prepared in accordance with GAAP, together with a
certification by the principal financial or accounting officer of the
Borrower that the information contained in such

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financial statements fairly presents the financial position of the Borrower
and its Subsidiaries on the date thereof (subject to year-end adjustments);

(c) simultaneously with the delivery of the financial statements
referred to in subsections (a) and (b) above, a statement certified by the
principal financial or accounting officer of the Borrower in substantially
the form of Exhibit C hereto (a "Compliance Certificate") and setting forth
in reasonable detail computations evidencing compliance with the covenants
contained in (S)10 and (if applicable) reconciliations to reflect changes
in GAAP since the Balance Sheet Date;

(d) within five (5) days of the filing or mailing thereof, copies of
all material of a financial nature filed with the Securities and Exchange
Commission or sent to the stockholders of the Borrower;

(e) from time to time upon request of the Administrative Agent,
projections of the Borrower and its Subsidiaries updating those projections
delivered to the Lenders and referred to in (S)7.4.3 or, if applicable,
updating any later such projections delivered in response to a request
pursuant to this (S)8.4(e); and

(f) from time to time such other financial data and information
(including accountants, management letters) as the Administrative Agent or
any Lender may reasonably request.

8.5. Notices.

8.5.1. Defaults. The Borrower will promptly notify the Administrative
Agent and each of the Lenders in writing of the occurrence of any Default
or Event of Default, together with a reasonably detailed description
thereof, and the actions the Borrower proposes to take with respect
thereto. If any Person shall give any notice or take any other action in
respect of a claimed default (whether or not constituting an Event of
Default) under this Credit Agreement or any other note, evidence of
indebtedness, indenture or other obligation to which or with respect to
which the Borrower or any of its Subsidiaries is a party or obligor,
whether as principal, guarantor, surety or otherwise, the Borrower shall
forthwith give written notice thereof to the Administrative Agent and each
of the Lenders, describing the notice or action and the nature of the
claimed default.

8.5.2. Environmental Events. The Borrower will promptly give notice to
the Administrative Agent and each of the Lenders (a) of any violation of
any Environmental Law that the Borrower or any of its Subsidiaries reports
in writing or is reportable by such Person in writing (or for which any
written report supplemental to any oral report is made) to any Governmental
Authority and (b) upon becoming aware thereof, of any inquiry, proceeding,
investigation, or other action, including a notice from any agency of
potential environmental

-45-

liability, of any Governmental Authority that could have a Material Adverse
Effect.

8.5.3. Notification of Claim against Assets. The Borrower will,
immediately upon becoming aware thereof, notify the Administrative Agent
and each of the Lenders in writing of any setoff, claims (including, with
respect to the Real Estate, environmental claims), withholdings or other
defenses to which any of the Borrower's assets or other property are
subject if such setoff, claim, withholding or other defense could
reasonably be expected to have a Material Adverse Effect.

8.5.4. Notice of Litigation and Judgments. The Borrower will, and will
cause each of its Subsidiaries to, give notice to the Administrative Agent
and each of the Lenders in writing within fifteen (15) days of becoming
aware of any litigation or proceedings threatened in writing or any pending
litigation and proceedings affecting the Borrower or any of its
Subsidiaries or to which the Borrower or any of its Subsidiaries is or
becomes a party involving an uninsured claim against the Borrower or any of
its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect on the Borrower or any of its Subsidiaries and stating the
nature and status of such litigation or proceedings. The Borrower will, and
will cause each of its Subsidiaries to, give notice to the Administrative
Agent and each of the Lenders, in writing, in form and detail satisfactory
to the Administrative Agent, within ten (10) days of any judgment not
covered by insurance, final or otherwise, against the Borrower or any of
its Subsidiaries in an amount in excess of $250,000.

8.6. Legal Existence; Maintenance of Properties. The Borrower will do or
cause to be done all things necessary to preserve and keep in full force and
effect its legal existence, rights and franchises and those of its Subsidiaries
and will not, and will not cause or permit any of its Subsidiaries to, convert
to a limited liability company or a limited liability partnership. It (a) will
cause all of its properties and those of its Subsidiaries used or useful in the
conduct of its business or the business of its Subsidiaries to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment, (b) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times, and (c)
will, and will cause each of its Subsidiaries to, continue to engage primarily
in the businesses now conducted by them and in related businesses; provided that
nothing in this (S)8.6 shall prevent the Borrower from discontinuing the
operation and maintenance of any of its properties or any of those of its
Subsidiaries if such discontinuance is, in the judgment of the Borrower,
desirable in the conduct of its or their business and that do not in the
aggregate have a Material Adverse Effect.

8.7. Insurance. The Borrower will, and will cause each of its Subsidiaries
to, maintain with financially sound and reputable insurers insurance with
respect to its properties and business against such casualties and contingencies
as shall be in

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accordance with the general practices of businesses engaged in similar
activities in similar geographic areas and in amounts, containing such terms, in
such forms and for such periods as may be reasonable and prudent.

8.8. Taxes. The Borrower will, and will cause each of its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
imposed upon it and its Real Estate, sales and activities, or any part thereof,
or upon the income or profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a Lien or charge upon
any of its property; provided that any such tax, assessment, charge, levy or
claim need not be paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if the Borrower or such
Subsidiary shall have set aside on its books adequate reserves with respect
thereto; and provided further that the Borrower and each Subsidiary of the
Borrower will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any Lien that may
have attached as security therefor.

8.9. Inspection of Properties and Books, etc.

8.9.1. General. The Borrower shall permit the Lenders, through
the Administrative Agent or any of the Lenders' other designated
representatives, to visit and inspect any of the properties of the
Borrower or any of its Subsidiaries, to examine the books of account of
the Borrower and its Subsidiaries (and to make copies thereof and
extracts therefrom), and to discuss the affairs, finances and accounts
of the Borrower and its Subsidiaries with, and to be advised as to the
same by, its and their officers, all at such reasonable times and
intervals as the Administrative Agent or any Lender may reasonably
request.

8.9.2. Appraisals. If an Event of Default shall have occurred
and be continuing, then upon the request of the Administrative Agent
the Borrower will obtain and deliver to the Administrative Agent
appraisal reports in form and substance and from appraisers reasonably
satisfactory to the Administrative Agent, stating (a) the then current
fair market, orderly liquidation and forced liquidation values of all
or any portion of the equipment or real estate owned by the Borrower or
any of its Subsidiaries and (b) the then current business value of each
of the Borrower and its Subsidiaries. All such appraisals shall be
conducted and made at the expense of the Borrower.

8.9.3. Communications with Accountants. The Borrower
authorizes the Administrative Agent to communicate directly with the
Borrower's independent certified public accountants and authorizes such
accountants to disclose to the Administrative Agent and the Lenders any
and all financial statements and other supporting financial documents
and schedules including copies of any management letter with respect to
the business, financial condition and other affairs of the Borrower or
any of its Subsidiaries. At the request of the Administrative Agent,
the Borrower shall deliver a letter addressed to such accountants
instructing them to comply with the provisions of this (S)8.9.3.

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8.10. Compliance with Laws, Contracts, Licenses, and Permits. The
Borrower will, and will cause each of its Subsidiaries to, comply with (a) the
applicable laws and regulations wherever its business is conducted, including
all Environmental Laws except where a failure to so comply could not reasonably
be expected to have a Material Adverse Effect, (b) the provisions of its
Governing Documents, (c) all agreements and instruments by which it or any of
its properties may be bound except where a failure to so comply could not
reasonably be expected to have a Material Adverse Effect and (d) all applicable
decrees, orders, and judgments except where a failure to so comply could not
reasonably be expected to have a Material Adverse Effect. If any authorization,
consent, approval, permit or license from any officer, agency or instrumentality
of any government shall become necessary or required in order that the Borrower
or any of its Subsidiaries may fulfill any of its obligations hereunder or any
of the other Loan Documents to which the Borrower or such Subsidiary is a party,
the Borrower will, or (as the case may be) will cause such Subsidiary to,
immediately take or cause to be taken all reasonable steps within the power of
the Borrower or such Subsidiary to obtain such authorization, consent, approval,
permit or license and furnish the Administrative Agent and the Lenders with
evidence thereof.

8.11. Employee Benefit Plans. The Borrower will (a) promptly upon
filing the same with the Department of Labor or Internal Revenue Service upon
request of the Administrative Agent, furnish to the Administrative Agent a copy
of the most recent actuarial statement required to be submitted under (S)103(d)
of ERISA and Annual Report, Form 5500, with all required attachments, in respect
of each Guaranteed Pension Plan, (b) promptly upon receipt or dispatch, furnish
to the Administrative Agent any notice, report or demand sent or received in
respect of a Guaranteed Pension Plan under (S)(S)302, 4041, 4042, 4043, 4063,
4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under
(S)(S)4041A, 4202, 4219, 4242, or 4245 of ERISA and (c) promptly furnish to the
Administrative Agent a copy of all actuarial statements required to be submitted
under all Applicable Pension Legislation.

8.12. Use of Proceeds. The Borrower will use the proceeds of the
Revolving Credit Loans and obtain Letters of Credit solely for the purposes set
forth in (S)7.17.1.

8.13. Bank Accounts. The Borrower will, and will cause each of its
Subsidiaries, other than Lifeline Systems Canada, Inc., to, maintain their
primary deposit accounts and operating accounts with the Administrative Agent.

8.14. Guarantors. The Borrower will, and will cause each Domestic
Subsidiary created, acquired or otherwise existing on or after the Closing Date
to become a Guarantor immediately and shall cause such Subsidiary to execute and
deliver to the Administrative Agent for the benefit of the Administrative Agent
and the Lenders a Guaranty, together with legal opinions in form and substance
reasonably satisfactory to the Administrative Agent and the Lenders to be
delivered to the Administrative Agent and the Lenders opining as to the
authorization, validity and enforceability of such Guaranty.

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8.15. Additional Subsidiaries. If, after the Closing Date, the Borrower
or any of its Subsidiaries creates or acquires, either directly or indirectly,
any Subsidiary, it will immediately notify the Administrative Agent of such
creation or acquisition, as the case may be, and provide the Administrative
Agent with an updated Schedule 7.19 hereof and take all other actions required
by (S)8.14 hereof. In addition, to the extent such Subsidiary is a Foreign
Subsidiary, the Borrower shall also provide the Administrative Agent with notice
as to whether such Foreign Subsidiary is also a Foreign Operating Subsidiary.

8.16. Fair Labor Standards Act. The Borrower will, and will cause each
of its Subsidiaries to, at all times operate its business in compliance with all
material applicable provisions of the Fair Labor Standards Act of 1938, as
amended, or other similar legislation in the jurisdiction in which the Borrower
or any of its Subsidiaries operates ("Other Labor Regulations") as the case may
be. None of the inventory or services provided by the Borrower or any of its
Subsidiaries is or will be produced by employees of the Borrower or any of its
Subsidiaries who are employed in violation of the applicable minimum wage or
maximum hour provisions of the Fair Labor Standards Act (29 U.S.C. (S)(S)206 and
207) or any regulations promulgated thereunder or Other Labor Regulations, in
each case, as in effect from time to time.

8.17. Dissolution of Telcare Systems. The Borrower shall, within ninety
(90) days of the Closing Date, deliver to the Administrative Agent evidence
satisfactory to the Administrative Agent that Telcare Systems, Inc. has been
dissolved and is no longer a Subsidiary of the Borrower.

8.18. Further Assurances. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Lenders and the Administrative Agent and
execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to carry out to their reasonable
satisfaction the transactions contemplated by this Credit Agreement and the
other Loan Documents.

9. CERTAIN NEGATIVE COVENANTS.

9.1. Restrictions on Indebtedness. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

(a) Indebtedness to the Lenders and the Administrative Agent
arising under any of the Loan Documents;

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(b) endorsements for collection, deposit or negotiation and
warranties of products or services, in each case incurred in the
ordinary course of business;

(c) Indebtedness incurred in connection with the acquisition
after the date hereof of any real or personal property by the Borrower
or such Subsidiary or under any Capitalized Lease, provided that the
aggregate principal amount of such Indebtedness of the Borrower and
its Subsidiaries shall not exceed the aggregate amount of $4,000,000
at any one time;

(d) Indebtedness in respect of Hedging Agreements so long as
such Hedging Agreements are entered into in the ordinary course of
business consistent with past practices and are not entered into for
speculative purposes;

(e) Indebtedness existing on the date hereof and listed and
described on Schedule 9.1 hereto;

(f) Indebtedness of a Subsidiary of the Borrower to the Borrower
so long as such Subsidiary is a Guarantor hereunder and remains a
Subsidiary of the Borrower; and

(g) Indebtedness of a Foreign Operating Subsidiary to the
Borrower so long (i) no Default or Event of Default had occurred and
is continuing or would result after giving effect to the incurrence of
such Indebtedness; and (ii) to the extent requested by the
Administrative Agent or any Lender, the Borrower shall have provided
the Administrative Agent or such Lender with pro forma evidence of
compliance with the covenants set forth in (S)10 hereof.

9.2. Restrictions on Liens.

9.2.1. Permitted Liens. The Borrower will not, and will not
permit any of its Subsidiaries to, (a) create or incur or suffer to be created
or incurred or to exist any Lien upon any of its property or assets of any
character whether now owned or hereafter acquired, or upon the income or profits
therefrom; (b) transfer any of such property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; (c) acquire, or agree or have an option to acquire, any property or
assets upon conditional sale or other title retention or purchase money security
agreement, device or arrangement; (d) suffer to exist for a period of more than
thirty (30) days after the same shall have been incurred any Indebtedness or
claim or demand against it that if unpaid might by law or upon bankruptcy or
insolvency, or otherwise, be given any priority whatsoever over its general
creditors; or (e) sell, assign, pledge or otherwise transfer any "receivables"
as defined in clause (g) of the definition of the term "Indebtedness," with or
without recourse; provided that the Borrower or any of its Subsidiaries may
create or incur or suffer to be created or incurred or to exist:

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(i) Liens in favor of the Borrower on all or part of the assets of
Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of
the Borrower to the Borrower;

(ii) Liens to secure taxes, assessments and other government charges
in respect of obligations not overdue or Liens on properties to secure
claims for labor, material or supplies in respect of obligations not
overdue;

(iii) deposits or pledges made in connection with, or to secure
payment of, workmen's compensation, unemployment insurance, old age
pensions or other social security obligations;

(iv) Liens on properties in respect of judgments or awards that have
been in force for less than the applicable period for taking an appeal so
long as execution is not levied thereunder or in respect of which the
Borrower or such Subsidiary shall at the time in good faith be prosecuting
an appeal or proceedings for review and in respect of which a stay of
execution shall have been obtained pending such appeal or review;

(v) Liens of carriers, warehousemen, mechanics and materialmen, and
other like Liens on properties in existence less than 120 days from the
date of creation thereof in respect of obligations not overdue;

(vi) encumbrances on Real Estate consisting of easements, rights of
way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in the title thereto, landlord's or lessor's
liens and other minor Liens, provided that none of such Liens (A)
interferes materially with the use of the property affected in the ordinary
conduct of the business of the Borrower and its Subsidiaries, and (B)
individually or in the aggregate have a Material Adverse Effect;

(vii) Liens existing on the date hereof and listed on Schedule 9.2
hereto;

(viii) purchase money security interests in or purchase money
mortgages on real or personal property acquired after the date hereof to
secure purchase money Indebtedness of the type and amount permitted by
ss.9.1(c), incurred in connection with the acquisition of such property,
which security interests or mortgages cover only the real or personal
property so acquired; and

(ix) Liens in favor of the Administrative Agent for the benefit of
the Lenders and the Administrative Agent under the Loan Documents and any
Hedging Agreements.

9.2.2. Restrictions on Negative Pledges and Upstream
Limitations. The Borrower will not, nor will it permit any of its
Subsidiaries to (a) enter into or permit to exist any arrangement or
agreement (excluding the Credit Agreement and the other Loan Documents)
which directly or indirectly

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prohibits the Borrower or any of its Subsidiaries from creating, assuming
or incurring any Lien upon its properties, revenues or assets or those of
any of its Subsidiaries whether now owned or hereafter acquired, or (b)
enter into any agreement, contract or arrangement (excluding the Credit
Agreement and the other Loan Documents) restricting the ability of any
Subsidiary of the Borrower to pay or make dividends or distributions in
cash or kind to the Borrower, to make loans, advances or other payments of
whatsoever nature to the Borrower, or to make transfers or distributions of
all or any part of its assets to the Borrower; in each case other than (i)
restrictions on specific assets which assets are the subject of purchase
money security interests to the extent permitted under (S)9.2.1, and (ii)
customary anti-assignment provisions contained in leases and licensing
agreements entered into by the Borrower or such Subsidiary in the ordinary
course of its business.

9.3. Restrictions on Investments. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

(a) marketable direct or guaranteed obligations of the United States
of America that mature within one (1) year from the date of purchase by the
Borrower;

(b) demand deposits, certificates of deposit, bankers acceptances
and time deposits of United States or Canadian banks having total assets in
excess of $1,000,000,000;

(c) securities commonly known as "commercial paper" issued by a
corporation organized and existing under the laws of the United States of
America or any state thereof that at the time of purchase have been rated
and the ratings for which are not less than "P 1" if rated by ▇▇▇▇▇'▇, and
not less than "A 1" if rated by S&P;

(d) Investments existing on the date hereof and listed on Schedule
9.3 hereto;

(e) Investments with respect to Indebtedness permitted by (S)9.1(f)
so long as such entities remain a Guarantor hereunder and remains
Subsidiaries of the Borrower;

(f) Investments consisting of the Guaranty or Investments by the
Borrower in Guarantors so long as such Guarantors remain Guarantors
hereunder and remain Subsidiaries of the Borrower;

(g) Investments consisting of loans and advances to employees for
moving, entertainment, travel and other similar expenses in the ordinary
course of business in an aggregate amount not to exceed $1,000,000,
provided that the

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aggregate amount of loans and advances to any one employee shall not
exceed, in the aggregate, $500,000;

(h) Investments consisting of cash advances made from the Borrower
to Telcare Systems, Inc. to be used solely to fund the administrative
expenses associated with dissolving Telcare Systems, Inc.; and

(i) Investments with respect to Indebtedness permitted by (S)9.1(g)
so long as such each such entity remains a Subsidiary of the Borrower.

9.4. Restricted Payments. The Borrower will not make any Restricted
Payments except that, so long as no Default or Event of Default then exists or
would result from such payment, (a) any Subsidiary of the Borrower may make a
Distribution to the Borrower or any Guarantor and (b) the Borrower shall be
permitted to make Distributions.

9.5. Merger, Consolidation and Disposition of Assets.

9.5.1. Mergers and Acquisitions. The Borrower will not, and will not
permit any of its Subsidiaries to, become a party to any merger,
amalgamation or consolidation, or agree to or effect any asset acquisition
or stock acquisition (other than the acquisition of assets in the ordinary
course of business consistent with past practices) except, so long as no
Default of Event of Default then exists or would occur as a result thereof,
(a) the merger or consolidation of one or more of the Subsidiaries of the
Borrower with and into the Borrower; (b) the merger or consolidation of two
or more Subsidiaries of the Borrower, provided if only one such Subsidiary
is a Guarantor, then the Guarantor shall be the survivor of such merger or
consolidation; and (c) the acquisition by the Borrower through any merger
or asset or stock acquisition by the Borrower or any of its Subsidiaries of
Persons (or, in the case of an asset acquisition, assets of a Person) in
the same or a similar line of business as the Borrower (a "Permitted
Acquisition") so long as

(i) the Borrower has provided the Administrative Agent with prior
written notice of such acquisition, which notice shall include a reasonably
detailed description of such Permitted Acquisition;

(ii) the board of directors and (if required by applicable law) the
shareholders, or the equivalent thereof, of each of the Borrower or the
applicable Subsidiary and of the Person to be acquired has approved such
merger, consolidation or acquisition;

(iii) any Indebtedness incurred or assumed in connection with such
Permitted Acquisition (including, without limitation, any assumed
Indebtedness, earnout arrangements, seller Indebtedness and non-compete
payments) shall have been permitted to be incurred or assumed pursuant to
(S)9.1;

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(iv) not less than five (5) days prior to the consummation of the
proposed acquisition, the Borrower shall have delivered to the
Administrative Agent (A) a Compliance Certificate prepared on a Pro Forma
Basis demonstrating compliance with the financial covenants set forth in
ss.10 hereof and (B) a certificate from the chief financial officer of the
Borrower to the effect that (1) the Borrower and its Subsidiaries, on a
consolidated and consolidating basis, will be solvent both before and after
consummating the Permitted Acquisition and (2) no Default or Event of
Default then exists or would result after giving effect to the Permitted
Acquisition;

(v) in the event of a stock acquisition, the Person so acquired
shall become a wholly owned Subsidiary of the Borrower and shall comply
with the terms and conditions set forth in (S)8.15 hereof and, in the event
of a merger, to the extent one party to the merger is the Borrower, then
the Borrower shall be the survivor of such merger, and to the extent a
Subsidiary of the Borrower is a party to the merger, the survivor of such
merger shall become a Subsidiary of the Borrower;

(vi) the business to be acquired would not subject the
Administrative Agent or any Lender to regulatory or third party approvals
in connection with the exercise of any of its rights and remedies under
this Credit Agreement or any other Loan Document;

(vii) no contingent obligations or liabilities will be incurred or
assumed in connection with such acquisition which could reasonably be
expected to have a material adverse effect on the business condition
(financial or otherwise), operations, performance or properties of the
Borrowers, individually or the Borrower or its Subsidiaries, taken as a
whole;

(viii) the aggregate amount of the purchase price for any single
acquisition or series of related acquisitions shall not exceed $4,000,000
without the Administrative Agent's and the Required Lenders' prior written
consent;

(ix) the Borrower shall have demonstrated to the satisfaction of the
Administrative Agent, not less than three (3) Business Days prior to the
consummation of such acquisition, that the Person to be acquired has a
positive EBITDA on a trailing twelve month basis for the twelve consecutive
months most recently ended prior to the consummation of such acquisition
(with any adjustments to EBITDA to be approved by the Administrative
Agent).

9.5.2. Disposition of Assets. The Borrower will not, and will not
permit any of its Subsidiaries to, become a party to or agree to or effect
any disposition of assets, other than (a) the sale of inventory, the
licensing of intellectual property and the disposition of obsolete assets,
in each case in the ordinary course of business consistent with past
practices; and (b) the sale or other disposition of assets so long as (i)
no Default or Event of Default has occurred and is continuing or would
exist as a result thereof; (ii) the fair market value of all assets sold in
a

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transaction or series of related transactions does not exceed $250,000 in
the aggregate; and (iii) the fair market value of all assets sold in any
fiscal year does not exceed $500,000 in the aggregate.

9.6. Sale and Leaseback. The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby
the Borrower or any Subsidiary of the Borrower shall sell or transfer any
property owned by it in order then or thereafter to lease such property or lease
other property that the Borrower or any Subsidiary of the Borrower intends to
use for substantially the same purpose as the property being sold or
transferred.

9.7. Compliance with Environmental Laws. The Borrower will not, and will
not permit any of its Subsidiaries to, (a) use any of the Real Estate or any
portion thereof for the handling, processing, storage or disposal of Hazardous
Substances, (b) cause or permit to be located on any of the Real Estate any
underground tank or other underground storage receptacle for Hazardous
Substances, (c) generate any Hazardous Substances on any of the Real Estate, (d)
conduct any activity at any Real Estate or use any Real Estate in any manner so
as to cause a release (i.e. releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, disposing or
dumping) or threatened release of Hazardous Substances on, upon or into the Real
Estate or (e) otherwise conduct any activity at any Real Estate or use any Real
Estate in any manner that would violate any Environmental Law or bring such Real
Estate in violation of any Environmental Law.

9.8. Modification of Governing Documents. Neither the Borrower nor any of
its Subsidiaries will consent to or agree to any amendment, supplement or other
modification to the Governing Documents without the prior written consent of the
Administrative Agent unless such amendment, supplement or modification could not
reasonably be expected to have a Material Adverse Effect on the Administrative
Agent's or the Lenders rights under the Loan Documents or the Borrower's or any
of its Subsidiaries obligations under the Loan Documents.

9.9. Employee Benefit Plans. Neither the Borrower nor any ERISA Affiliate
will:

(a) engage in any "prohibited transaction" within the meaning of
(S)406 of ERISA or (S)4975 of the Code which could result in a material
liability for the Borrower or any of its Subsidiaries; or

(b) permit any Guaranteed Pension Plan to incur an "accumulated
funding deficiency", as such term is defined in (S)302 of ERISA, whether or
not such deficiency is or may be waived; or

(c) fail to contribute to any Guaranteed Pension Plan to an extent
which, or terminate any Guaranteed Pension Plan in a manner which, could
result in the imposition of a lien or encumbrance on the assets of the
Borrower or any of its Subsidiaries pursuant to (S)302(f) or (S)4068 of
ERISA; or

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(d) amend any Guaranteed Pension Plan in circumstances requiring the
posting of security pursuant to (S)307 of ERISA or (S)401(a)(29) of the
Code;

(e) permit or take any action which would result in the aggregate
benefit liabilities (with the meaning of (S)4001 of ERISA) of all
Guaranteed Pension Plans exceeding the value of the aggregate assets of
such Plans, disregarding for this purpose the benefit liabilities and
assets of any such Plan with assets in excess of benefit liabilities; or

(f) permit or take any action which would contravene any Applicable
Pension Legislation.

9.10. Business Activities. The Borrower will not, and will not permit any
of its Subsidiaries to, engage directly or indirectly (whether through
Subsidiaries or otherwise) in any type of business other than the businesses
conducted by them on the Closing Date and in related businesses.

9.11. Fiscal Year. The Borrower will not, and will not permit any of its
Subsidiaries to, change the date of the end of its fiscal year from that set
forth in (S)7.4.1.

9.12. Transactions with Affiliates. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any transaction with any Affiliate
(other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any such Affiliate or, to the
knowledge of the Borrower, any corporation, partnership, trust or other entity
in which any such Affiliate has a substantial interest or is an officer,
director, trustee or partner, on terms more favorable to such Person than would
have been obtainable on an arm's-length basis in the ordinary course of
business.

9.13. Inconsistent Agreements. Neither the Borrower nor any of its
Subsidiaries will, nor will they permit their Subsidiaries to, enter into any
agreement containing any provision which would be violated or breached by the
performance by the Borrower or such Subsidiary of its obligations hereunder or
under any of the Loan Documents.

10. FINANCIAL COVENANTS.

10.1. Current Ratio. The Borrower will not permit the ratio of Consolidated
Current Assets to Consolidated Current Liabilities to be less than 1.50:1.00 at
any time.

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10.2. Operating Cash Flow to Total Debt Service. The Borrower will not
permit the ratio of Consolidated Operating Cash Flow for any Reference Period to
Consolidated Total Debt Service as determined for such Reference Period, to be
less than 1.75:1.00 at any time.

10.3. Minimum US Revenues. The Borrower will not, as at the end of any
fiscal quarter, permit its revenues for such quarter which are attributable
solely to the business and operations of the Borrower and its Domestic
Subsidiaries (and not to the business, revenue and operations of any Foreign
Subsidiary) to be less than 85% of the consolidated revenues of the Borrower and
its Subsidiaries for such fiscal quarter.

11. CLOSING CONDITIONS.

The obligations of the Lenders to make the initial Revolving Credit Loans
and of the Administrative Agent to issue any initial Letters of Credit shall be
subject to the satisfaction of the following conditions precedent:

11.1. Loan Documents. Each Loan Documents shall have been duly executed and
delivered by the respective parties thereto, shall be in full force and effect
and shall be in form and substance satisfactory to each of the Lenders. Each
Lender shall have received a fully executed copy of each such document.

11.2. Certified Copies of Governing Documents. Each of the Lenders shall
have received from the Borrower and each Guarantor a copy, certified by a duly
authorized officer of such Person to be true and complete on the Closing Date,
of each of its Governing Documents as in effect on such date of certification.

11.3. Corporate or Other Action. All corporate (or other) action necessary
for the valid execution, delivery and performance by the Borrower and each of
the Guarantors of this Credit Agreement and the other Loan Documents to which it
is or is to become a party shall have been duly and effectively taken, and
evidence thereof satisfactory to the Lenders shall have been provided to each of
the Lenders.

11.4. Incumbency Certificate. Each of the Lenders shall have received from
the Borrower and each of the Guarantors an incumbency certificate, dated as of
the Closing Date, signed by a duly authorized officer of the Borrower or such
Guarantor, and giving the name and bearing a specimen signature of each
individual who shall be authorized: (a) to sign, in the name and on behalf of
each of the Borrower or such Guarantor, each of the Loan Documents to which the
Borrower or such Guarantor is or is to become a party; (b) in the case of the
Borrower, to make Loan Requests and Conversion Requests and to apply for Letters
of Credit; and (c) to give notices and to take other action on its behalf under
the Loan Documents.

11.5. UCC Search Results. The Administrative Agent shall have received from
each of the Borrower the results of Uniform Commercial Code searches (and the
equivalent thereof in all applicable foreign jurisdictions) with respect to the
Borrower's

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assets, indicating no Liens other than Permitted Liens and otherwise in form and
substance reasonably satisfactory to the Administrative Agent.

11.6. Certificates of Insurance. The Administrative Agent shall have
received (a) a certificate of insurance from an independent insurance broker
dated as of the Closing Date, identifying insurers, types of insurance,
insurance limits, and policy terms and (b) certified copies of all policies
evidencing such insurance (or certificates therefore signed by the insurer or an
agent authorized to bind the insurer).

11.7. Opinion of Counsel. Each of the Lenders and the Administrative Agent
shall have received a favorable legal opinion addressed to the Lenders and the
Administrative Agent, dated as of the Closing Date, in form and substance
satisfactory to the Lenders and the Administrative Agent, from ▇▇▇▇ and ▇▇▇▇
LLP, counsel to the Borrower and its Subsidiaries.

12. CONDITIONS TO ALL BORROWINGS.

The obligations of the Lenders to make any Revolving Credit Loan and of the
Administrative Agent to issue, extend or renew any Letter of Credit, in each
case whether on or after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent:

12.1. Representations True; No Event of Default. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Revolving Credit Loan or the
issuance, extension or renewal of such Letter of Credit, with the same effect as
if made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

12.2. No Legal Impediment. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Lender would make it illegal for such Lender to make such Revolving
Credit Loan or to participate in the issuance, extension or renewal of such
Letter of Credit or in the reasonable opinion of the Administrative Agent would
make it illegal for the Administrative Agent to issue, extend or renew such
Letter of Credit.

12.3. Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Lenders and to the Administrative Agent and the Administrative
Agent's Special Counsel, and the Lenders, the Administrative Agent and such
counsel shall have

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received all information and such counterpart originals or certified or other
copies of such documents as the Administrative Agent may reasonably request.

13. EVENTS OF DEFAULT; ACCELERATION; ETC.

13.1. Events of Default and Acceleration. If any of the following events
("Events of Default" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, "Defaults") shall occur:

(a) the Borrower shall fail to pay any principal of the Revolving
Credit Loans or any Reimbursement Obligation when the same shall become due
and payable, whether at the stated date of maturity or any accelerated date
of maturity or at any other date fixed for payment;

(b) the Borrower or any of its Subsidiaries shall fail to pay any
interest on the Revolving Credit Loans, any Fees, or other sums due
hereunder or under any of the other Loan Documents within five (5) Business
Days after the same shall become due and payable, whether at the stated
date of maturity or any accelerated date of maturity or at any other date
fixed for payment;

(c) the Borrower shall fail to comply with any of its covenants
contained in (S)(S)8.1, 8.2, 8.3, 8.4, 8.5, 8.9, 8.12, 8.13, 8.14, 8.15,
8.17, 9 or 10;

(d) the Borrower or any of its Subsidiaries shall fail to perform any
term, covenant or agreement contained herein or in any of the other Loan
Documents (other than those specified elsewhere in this (S)13.1), and such
failure to perform shall continue for thirty (30) days;

(e) any representation or warranty of the Borrower or any of its
Subsidiaries in this Credit Agreement or any of the other Loan Documents or
in any other document or instrument delivered pursuant to or in connection
with this Credit Agreement shall prove to have been false in any material
respect upon the date when made or deemed to have been made or repeated;

(f) the Borrower or any of its Subsidiaries shall fail to pay at
maturity, or within any applicable period of grace, any obligation for
borrowed money or credit received or in respect of any Capitalized Leases,
or fail to observe or perform any material term, covenant or agreement
contained in any agreement by which it is bound, evidencing or securing
borrowed money or credit received or in respect of any Capitalized Leases
for such period of time as would permit (assuming the giving of appropriate
notice if required) the holder or holders thereof or of any obligations
issued thereunder to accelerate the maturity thereof, or any such holder or
holders shall rescind or shall have a right to rescind the purchase of any
such obligations;

(g) the Borrower or any of its Subsidiaries shall make an assignment
for the benefit of creditors, or admit in writing its inability to pay or
generally fail

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to pay its debts as they mature or become due, or shall petition or apply
for the appointment of a trustee or other custodian, liquidator or receiver
of the Borrower or any of its Subsidiaries or of any substantial part of
the assets of the Borrower or any of its Subsidiaries or shall commence any
case or other proceeding relating to the Borrower or any of its
Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, or shall take any action to
authorize or in furtherance of any of the foregoing, or if any such
petition or application shall be filed or any such case or other proceeding
shall be commenced against the Borrower or any of its Subsidiaries and the
Borrower or any of its Subsidiaries shall indicate its approval thereof,
consent thereto or acquiescence therein or such petition or application
shall not have been dismissed within sixty (60) days following the filing
thereof;

(h) a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Borrower or any of
its Subsidiaries bankrupt or insolvent, or approving a petition in any such
case or other proceeding, or a decree or order for relief is entered in
respect of the Borrower or any Subsidiary of the Borrower in an involuntary
case under federal bankruptcy laws as now or hereafter constituted;

(i) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any final
judgment against the Borrower or any of its Subsidiaries that, with other
outstanding final judgments, undischarged, against the Borrower or any of
its Subsidiaries exceeds in the aggregate $250,000 in excess of any
available insurance coverage;

(j) if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded otherwise than in accordance with the terms thereof or
with the express prior written agreement, consent or approval of the
Lenders, or any action at law, suit or in equity or other legal proceeding
to cancel, revoke or rescind any of the Loan Documents shall be commenced
by or on behalf of the Borrower or any of its Subsidiaries party thereto or
any of their respective stockholders, or any court or any other
governmental or regulatory authority or agency of competent jurisdiction
shall make a determination that, or issue a judgment, order, decree or
ruling to the effect that, any one or more of the Loan Documents is
illegal, invalid or unenforceable in accordance with the terms thereof;

(k) the Borrower or any ERISA Affiliate incurs any liability to the
PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
aggregate amount exceeding $1,000,000, or the Borrower or any ERISA
Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by
a Multiemployer Plan requiring aggregate annual payments exceeding
$1,000,000, or any of the following occurs with respect to a Guaranteed
Pension Plan: (i) an

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ERISA Reportable Event, or a failure to make a required installment or
other payment (within the meaning of (S)302(f)(1) of ERISA), provided that
the Administrative Agent determines in its reasonable discretion that such
event (A) could be expected to result in liability of the Borrower or any
of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an
aggregate amount exceeding $1,000,000 and (B) could constitute grounds for
the termination of such Guaranteed Pension Plan by the PBGC, for the
appointment by the appropriate United States District Court of a trustee to
administer such Guaranteed Pension Plan or for the imposition of a lien in
favor of such Guaranteed Pension Plan; or (ii) the appointment by a United
States District Court of a trustee to administer such Guaranteed Pension
Plan; or (iii) the institution by the PBGC of proceedings to terminate such
Guaranteed Pension Plan;

(l) the Borrower or any of its Subsidiaries shall be enjoined,
restrained or in any way prevented by the order of any Governmental
Authority from conducting any material part of its business and such order
shall continue in effect for more than thirty (30) days;

(m) any strike, lockout, labor dispute, embargo, condemnation, act of
God or public enemy, or other casualty, which in any such case causes, for
more than fifteen (15) consecutive days, the cessation or substantial
curtailment of revenue producing activities at any facility of the Borrower
or any of its Subsidiaries if such event or circumstance is not covered by
business interruption insurance or would have a Material Adverse Effect;

(n) there shall occur the loss, suspension or revocation of, or
failure to renew, any license or permit now held or hereafter acquired by
the Borrower or any of its Subsidiaries if such loss, suspension,
revocation or failure to renew would have a Material Adverse Effect;

(o) the Borrower or any of its Subsidiaries shall be indicted for a
state or federal crime, or any civil or criminal action shall otherwise
have been brought against the Borrower or any of its Subsidiaries, a
punishment for which in any such case could include the forfeiture of any
assets of the Borrower or such Subsidiary having a fair market value in
excess of $100,000; or

(p) a Change of Control shall occur;

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this
Credit Agreement, the Revolving Credit Notes and the other Loan Documents and
all Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower; provided
that in the event of any Event of Default specified in (S)(S)13.1(g) or 13.1(h),
all such amounts shall become immediately due

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and payable automatically and without any requirement of notice from the
Administrative Agent or any Lender.

13.2. Termination of Commitments. If any one or more of the Events of
Default specified in (S)13.1(g) or (S)13.1(h) shall occur, any unused portion of
the credit hereunder shall forthwith terminate and each of the Lenders shall be
relieved of all further obligations to make Revolving Credit Loans to the
Borrower and the Administrative Agent shall be relieved of all further
obligations to issue, extend or renew Letters of Credit. If any other Event of
Default shall have occurred and be continuing, the Administrative Agent may and,
upon the request of the Required Lenders, shall, by notice to the Borrower,
terminate the unused portion of the credit hereunder, and upon such notice being
given such unused portion of the credit hereunder shall terminate immediately
and each of the Lenders shall be relieved of all further obligations to make
Revolving Credit Loans and the Administrative Agent shall be relieved of all
further obligations to issue, extend or renew Letters of Credit. No termination
of the credit hereunder shall relieve the Borrower or any of its Subsidiaries of
any of the Obligations.

13.3. Remedies. In case any one or more of the Events of Default shall have
occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Revolving Credit Loans pursuant to ss.13.1, each
Lender, if owed any amount with respect to the Revolving Credit Loans or the
Reimbursement Obligations, may, with the consent of the Required Lenders but not
otherwise, proceed to protect and enforce its rights by suit in equity, action
at law or other appropriate proceeding, whether for the specific performance of
any covenant or agreement contained in this Credit Agreement and the other Loan
Documents or any instrument pursuant to which the Obligations to such Lender are
evidenced, including as permitted by applicable law the obtaining of the ex
parte appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Lender. No remedy herein conferred upon any
Lender or the Administrative Agent or the holder of any Revolving Credit Note or
purchaser of any Letter of Credit Participation is intended to be exclusive of
any other remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or any other provision of law.

13.4. Distribution of Proceeds. In the event that, following the occurrence
or during the continuance of any Default or Event of Default, the Administrative
Agent or any Lender, as the case may be, receives any monies in connection with
the enforcement of any of its rights hereunder, such monies shall be distributed
for application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of the Administrative Agent for or in respect of all
reasonable costs, expenses, disbursements and losses which shall have been
incurred or sustained by the Administrative Agent in connection with the
collection of such monies by the Administrative Agent, for the exercise,
protection or enforcement by the Administrative Agent of all or any of the
rights, remedies, powers and privileges

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of the Administrative Agent under this Credit Agreement or any of the other
Loan Documents or in support of any provision of adequate indemnity to the
Administrative Agent against any taxes or liens which by law shall have, or
may have, priority over the rights of the Administrative Agent to such
monies;

(b) Second, to all other Obligations in such order or preference as
the Required Lenders may determine; provided, however, that (i)
distributions shall be made (A) pari passu among Obligations with respect
to the Administrative Agent's Fee and all other Obligations and (B) with
respect to each type of Obligation owing to the Lenders, such as interest,
principal, fees and expenses, among the Lenders pro rata, and (ii) the
Administrative Agent may in its discretion make proper allowance to take
into account any Obligations not then due and payable;

(c) Third, upon payment and satisfaction in full or other provisions
for payment in full satisfactory to the Lenders and the Administrative
Agent of all of the Obligations, to the payment of any obligations required
to be paid pursuant to (S)9-608(a)(1)(C) or 9-615(a)(3) of the Uniform
Commercial Code of the Commonwealth of Massachusetts; and

(d) Fourth, the excess, if any, shall be returned to the Borrower or
to such other Persons as are entitled thereto.

14. THE ADMINISTRATIVE AGENT.

14.1. Authorization.

(a) The Administrative Agent is authorized to take such action on
behalf of each of the Lenders and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related
documents delegated to the Administrative Agent, together with such powers
as are reasonably incident thereto, provided that no duties or
responsibilities not expressly assumed herein or therein shall be implied
to have been assumed by the Administrative Agent.

(b) The relationship between the Administrative Agent and each of the
Lenders is that of an independent contractor. The use of the term
"Administrative Agent" is for convenience only and is used to describe, as
a form of convention, the independent contractual relationship between the
Administrative Agent and each of the Lenders. Nothing contained in this
Credit Agreement nor the other Loan Documents shall be construed to create
an agency, trust or other fiduciary relationship between the Administrative
Agent and any of the Lenders.

(c) As an independent contractor empowered by the Lenders to exercise
certain rights and perform certain duties and responsibilities hereunder
and under the other Loan Documents, the Administrative Agent is
nevertheless a

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"representative" of the Lenders, as that term is defined in Article 1 of
the Uniform Commercial Code, for purposes of actions for the benefit of the
Lenders and the Administrative Agent with respect to all collateral
security and guaranties contemplated by the Loan Documents. Such actions
include the designation of the Administrative Agent as "secured party",
"mortgagee" or the like on all financing statements and other documents and
instruments, whether recorded or otherwise, relating to the attachment,
perfection, priority or enforcement of any security interests, mortgages or
deeds of trust in collateral security intended to secure the payment or
performance of any of the Obligations, all for the benefit of the Lenders
and the Administrative Agent.

14.2. Employees and Administrative Agents. The Administrative Agent may
exercise its powers and execute its duties by or through employees or agents and
shall be entitled to take, and to rely on, advice of counsel concerning all
matters pertaining to its rights and duties under this Credit Agreement and the
other Loan Documents. The Administrative Agent may utilize the services of such
Persons as the Administrative Agent in its sole discretion may reasonably
determine, and all reasonable documented fees and expenses of any such Persons
shall be paid by the Borrower.

14.3. No Liability. Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Administrative
Agent or such other Person, as the case may be, may be liable for losses due to
its willful misconduct or gross negligence. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Credit
Agreement unless it shall first have received such advice or concurrence of the
Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Credit
Agreement in accordance with a request of the Required Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
the Lenders and all future holders of the Revolving Credit Notes or of a Letter
of Credit Participation.

14.4. No Representations.

14.4.1. General. The Administrative Agent shall not be responsible
for the execution or validity or enforceability of this Credit Agreement,
the Revolving Credit Notes, the Letters of Credit, any of the other Loan
Documents or any instrument at any time constituting, or intended to
constitute, collateral security for the Revolving Credit Notes, or for the
value of any such collateral security or for the validity, enforceability
or collectability of any such amounts owing with respect to the Revolving
Credit Notes, or for any recitals or

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statements, warranties or representations made herein or in any of the
other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of the Borrower or any of its Subsidiaries,
or be bound to ascertain or inquire as to the performance or observance of
any of the terms, conditions, covenants or agreements herein or in any
instrument at any time constituting, or intended to constitute, collateral
security for the Revolving Credit Notes or to inspect any of the
properties, books or records of the Borrower or any of its Subsidiaries.
The Administrative Agent shall not be bound to ascertain whether any
notice, consent, waiver or request delivered to it by the Borrower or any
holder of any of the Revolving Credit Notes shall have been duly authorized
or is true, accurate and complete. The Administrative Agent has not made
nor does it now make any representations or warranties, express or implied,
nor does it assume any liability to the Lenders, with respect to the credit
worthiness or financial conditions of the Borrower or any of its
Subsidiaries. Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and
based upon such information and documents as it has deemed appropriate,
made its own credit analysis and decision to enter into this Credit
Agreement.

14.4.2. Closing Documentation, etc. For purposes of determining
compliance with the conditions set forth in (S)11, each Lender that has
executed this Credit Agreement shall be deemed to have consented to,
approved or accepted, or to be satisfied with, each document and matter
either sent, or made available, by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder
to be consented to or approved by or acceptable or satisfactory to such
Lender, unless an officer of the Administrative Agent active upon the
Borrower's account shall have received notice from such Lender prior to the
Closing Date specifying such Lender's objection thereto and such objection
shall not have been withdrawn by notice to the Administrative Agent to such
effect on or prior to the Closing Date.

14.5. Payments.

14.5.1. Payments to Administrative Agent. A payment by the Borrower
to the Administrative Agent hereunder or any of the other Loan Documents
for the account of any Lender shall constitute a payment to such Lender.
The Administrative Agent agrees promptly to distribute to each Lender such
Lender's pro rata share of payments received by the Administrative Agent
for the account of the Lenders except as otherwise expressly provided
herein or in any of the other Loan Documents.

14.5.2. Distribution by Administrative Agent. If in the opinion of
the Administrative Agent the distribution of any amount received by it in
such capacity hereunder, under the Revolving Credit Notes or under any of
the other Loan Documents might involve it in liability, it may refrain from
making distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction. If a court of competent
jurisdiction shall adjudge

that any amount received and distributed by the Administrative Agent is to
be repaid, each Person to whom any such distribution shall have been made
shall either repay to the Administrative Agent its proportionate share of
the amount so adjudged to be repaid or shall pay over the same in such
manner and to such Persons as shall be determined by such court.

14.5.3. Delinquent Lenders. Notwithstanding anything to the contrary
contained in this Credit Agreement or any of the other Loan Documents, any
Lender that fails (a) to make available to the Administrative Agent its pro
rata share of any Revolving Credit Loan or to purchase any Letter of Credit
Participation or (b) to comply with the provisions of (S)16.1 with respect
to making dispositions and arrangements with the other Lenders, where such
Lender's share of any payment received, whether by setoff or otherwise, is
in excess of its pro rata share of such payments due and payable to all of
the Lenders, in each case as, when and to the full extent required by the
provisions of this Credit Agreement, shall be deemed delinquent (a
"Delinquent Lender") and shall be deemed a Delinquent Lender until such
time as such delinquency is satisfied. A Delinquent Lender shall be deemed
to have assigned any and all payments due to it from the Borrower, whether
on account of outstanding Revolving Credit Loans, Unpaid Reimbursement
Obligations, interest, fees or otherwise, to the remaining nondelinquent
Lenders for application to, and reduction of, their respective pro rata
shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement
Obligations. The Delinquent Lender hereby authorizes the Administrative
Agent to distribute such payments to the nondelinquent Lenders in
proportion to their respective pro rata shares of all outstanding Revolving
Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender
shall be deemed to have satisfied in full a delinquency when and if, as a
result of application of the assigned payments to all outstanding Revolving
Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent
Lenders, the Lenders' respective pro rata shares of all outstanding
Revolving Credit Loans and Unpaid Reimbursement Obligations have returned
to those in effect immediately prior to such delinquency and without giving
effect to the nonpayment causing such delinquency.

14.6. Holders of Revolving Credit Notes. The Administrative Agent may deem
and treat the payee of any Revolving Credit Note or the purchaser of any Letter
of Credit Participation as the absolute owner or purchaser thereof for all
purposes hereof until it shall have been furnished in writing with a different
name by such payee or by a subsequent holder, assignee or transferee.

14.7. Indemnity. The Lenders ratably agree hereby to indemnify and hold
harmless the Administrative Agent and its affiliates from and against any and
all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses (including any expenses for which the Administrative
Agent or such affiliate has not been reimbursed by the Borrower as required by
(S)16.2), and liabilities of every nature and character arising out of or
related to this Credit Agreement, the Revolving Credit

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Notes, or any of the other Loan Documents or the transactions contemplated or
evidenced hereby or thereby, or the Administrative Agent's actions taken
hereunder or thereunder, except to the extent that any of the same shall be
directly caused by the Administrative Agent's willful misconduct or gross
negligence.

14.8. Administrative Agent as Lender. In its individual capacity,
Citizens shall have the same obligations and the same rights, powers and
privileges in respect to its Commitment and the Revolving Credit Loans made by
it, and as the holder of any of the Revolving Credit Notes and as the purchaser
of any Letter of Credit Participations, as it would have were it not also the
Administrative Agent.

14.9. Resignation. The Administrative Agent may resign at any time by
giving sixty (60) days prior written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent. Unless a Default or Event of
Default shall have occurred and be continuing, such successor Administrative
Agent shall be reasonably acceptable to the Borrower. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a financial institution having a rating of
not less than A or its equivalent by S&P. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. After any retiring Administrative Agent's
resignation, the provisions of this Credit Agreement and the other Loan
Documents shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.

14.10. Notification of Defaults and Events of Default. Each Lender hereby
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the Administrative Agent thereof. The Administrative
Agent hereby agrees that upon receipt of any notice under this (S)14.10 it shall
promptly notify the other Lenders of the existence of such Default or Event of
Default.

15. SUCCESSORS AND ASSIGNS.

15.1. General Conditions. The provisions of this Credit Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (a) to an
Eligible Assignee in accordance with the provisions of (S)15.2, (b) by way of
participation in accordance with the provisions of (S)15.4 or (c) by way of
pledge or assignment of a security interest subject to the restrictions of
(S)15.6 (and any other attempted assignment or transfer by any party hereto

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shall be null and void). Nothing in this Credit Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in (S)15.4 and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Credit Agreement
or any of the other Loan Documents.

15.2. Assignments. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Credit Agreement (including all or a portion of its Commitment and the Revolving
Credit Loans at the time owing to it); provided that (a) except in the case of
an assignment of the entire remaining amount of the assigning Lender's
Commitment and the Revolving Credit Loans at the time owing to it or, in the
case of an assignment to a Lender or a Lender Affiliate, the aggregate amount of
the Commitment (which for this purpose includes Revolving Credit Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Revolving Credit Loan of the assigning
Lender subject to each such assignment (determined as of the date on which the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, the Borrower otherwise consent (each such consent not to be
unreasonably withheld or delayed); (b) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Credit Agreement with respect to the Revolving Credit
Loan or the Commitment assigned; (c) any assignment of a Commitment must be
approved by the Administrative Agent unless the Person that is the proposed
assignee is itself a Lender with a Commitment (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and (d) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire. Subject to acceptance
and recording thereof by the Administrative Agent pursuant to (S)15.3, from and
after the effective date specified in each Assignment and Acceptance, the
Eligible Assignee thereunder shall be a party to this Credit Agreement and, to
the extent of the interest assigned by such Assignment and Acceptance have the
rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Credit Agreement (and, in the case of an Assignment and Acceptance covering all
of the assigning Lender's rights and obligations under this Credit Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled
to the benefits of (S)(S)5.1.2, 5.6, 5.7, 5.9 and 16.3 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Any
assignment or transfer by a Lender of rights or obligations under this Credit
Agreement that does not comply with this paragraph shall be treated for purposes
of this Credit Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with (S)15.4.

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

15.4. Participations. Any Lender may at any time, without the consent
of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person) (each, a "Participant") in all or a
portion of such Lender's rights and/or obligations under this Credit Agreement
(including all or a portion of its Commitment and/or the Revolving Credit Loans
owing to it); provided that (a) such Lender's obligations under this Credit
Agreement shall remain unchanged, (b) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (c) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Credit Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Credit Agreement
and to approve any amendment, modification or waiver of any provision of this
Credit Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that would reduce the principal of or the
interest rate on any Revolving Credit Loans, extend the term or increase the
amount of the Commitment of such Lender as it relates to such Participant,
reduce the amount of any Commitment Fee or Letter of Credit Fees to which such
Participant is entitled or extend any regularly scheduled payment date for
principal or interest. Subject to (S)15.5, the Borrower agrees that each
Participant shall be entitled to the benefits of (S)(S)5.1.2, 5.6, 5.8 and 5.9
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to (S)15.2. To the extent permitted by law, each Participant
also shall be entitled to the benefits of (S)16.1 as though it were a Lender,
provided such Participant agrees to be subject to (S)16.1 as though it were a
Lender.

15.5. Payments to Participants. A Participant shall not be entitled to
receive any greater payment under (S)(S)5.2.2, 5.6 and 5.7 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower's prior written consent. A Participant
that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the
benefits of (S)5.2.2 unless the Borrower is notified of the participation sold
to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with (S)5.2.3 as though it were a Lender.

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15.6. Miscellaneous Assignment Provisions. A Lender may at any time
grant a security interest in all or any portion of its rights under this Credit
Agreement to secure obligations of such Lender, including without limitation (a)
any pledge or assignment to secure obligations to any of the twelve Federal
Reserve Banks organized under (S)4 of the Federal Reserve Act, 12 U.S.C. (S)341
and (b) with respect to any Lender that is a Fund, to any lender or any trustee
for, or any other representative of, holders of obligations owed or securities
issued by such Fund as security for such obligations or securities or any
institutional custodian for such Fund or for such lender; provided that no such
grant shall release such Lender from any of its obligations hereunder, provide
any voting rights hereunder to the secured party thereof, substitute any such
secured party for such Lender as a party hereto or affect any rights or
obligations of the Borrower or Administrative Agent hereunder.

15.7. Assignee or Participant Affiliated with the Borrower. If any
assignee Lender is an Affiliate of the Borrower, then any such assignee Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Administrative Agent pursuant to (S)13.1
or (S)13.2, and the determination of the Required Lenders shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
such assignee Lender's interest in any of the Revolving Credit Loans or
Reimbursement Obligations. If any Lender sells a participating interest in any
of the Revolving Credit Loans or Reimbursement Obligations to a Participant, and
such Participant is the Borrower or an Affiliate of the Borrower, then such
transferor Lender shall promptly notify the Administrative Agent of the sale of
such participation. A transferor Lender shall have no right to vote as a Lender
hereunder or under any of the other Loan Documents for purposes of granting
consents or waivers or for purposes of agreeing to amendments or modifications
to any of the Loan Documents or for purposes of making requests to the
Administrative Agent pursuant to (S)13.1 or (S)13.2 to the extent that such
participation is beneficially owned by the Borrower or any Affiliate of the
Borrower, and the determination of the Required Lenders shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
the interest of such transferor Lender in the Revolving Credit Loans or
Reimbursement Obligations to the extent of such participation.

15.8. New Revolving Credit Notes. Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with each
Revolving Credit Note subject to such assignment, the Administrative Agent shall
(a) record the information contained therein in the Register, and (b) give
prompt notice thereof to the Borrower and the Lenders (other than the assigning
Lender). Within five (5) Business Days after receipt of such notice, the
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving
Credit Note to the order of such Assignee in an amount equal to the amount
assumed by such Assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained some portion of its obligations hereunder, a new
Revolving Credit Note to the order of the assigning Lender in an amount equal to

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the amount retained by it hereunder. Such new Revolving Credit Notes shall
provide that they are replacements for the surrendered Revolving Credit Notes,
shall be in an aggregate principal amount equal to the aggregate principal
amount of the surrendered Revolving Credit Notes, shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of the assigned Revolving Credit Notes. The surrendered Revolving
Credit Notes shall be cancelled and returned to the Borrower.

16. PROVISIONS OF GENERAL APPLICATIONS.

16.1. Setoff. The Borrower hereby grants to the Administrative Agent and
each of the Lenders a continuing lien, security interest and right of setoff as
security for all liabilities and obligations to the Administrative Agent and
each Lender, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Administrative Agent or such Lender or
any Lender Affiliate and their successors and assigns or in transit to any of
them. Regardless of the adequacy of any collateral, if any of the Obligations
are due and payable and have not been paid or any Event of Default shall have
occurred, any deposits or other sums credited by or due from any of the Lenders
to the Borrower and any securities or other property of the Borrower in the
possession of such Lender may be applied to or set off by such Lender against
the payment of Obligations and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Borrower to such Lender. ANY AND ALL RIGHTS TO REQUIRE
ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER
ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders
agree with each other Lender that (a) if an amount to be set off is to be
applied to Indebtedness of the Borrower to such Lender, other than Indebtedness
evidenced by the Revolving Credit Notes held by such Lender or constituting
Reimbursement Obligations owed to such Lender, such amount shall be applied
ratably to such other Indebtedness and to the Indebtedness evidenced by all such
Revolving Credit Notes held by such Lender or constituting Reimbursement
Obligations owed to such Lender, and (b) if such Lender shall receive from the
Borrower, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the claim evidenced by the Revolving
Credit Notes held by, or constituting Reimbursement Obligations owed to, such
Lender by proceedings against the Borrower at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation, receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the
Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement
Obligations owed to, such Lender any amount in excess of its ratable portion of
the payments received by all of the Lenders with respect to the Revolving Credit
Notes held by, and Reimbursement Obligations owed to, all of the Lenders, such
Lender will make such disposition and arrangements with the other Lenders with
respect to such excess, either by way of distribution, pro tanto assignment of
claims, subrogation or otherwise as shall result in each Lender receiving in
respect of

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the Revolving Credit Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Credit Agreement; provided that if
all or any part of such excess payment is thereafter recovered from such Lender,
such disposition and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.

16.2. Expenses. The Borrower agrees to pay (a) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) any taxes (including
any interest and penalties in respect thereto) payable by the Administrative
Agent or any of the Lenders (other than taxes based upon the Administrative
Agent's or any Lender's net income) on or with respect to the transactions
contemplated by this Credit Agreement (the Borrower hereby agreeing to indemnify
the Administrative Agent and each Lender with respect thereto), (c) the
reasonable and documented fees, expenses and disbursements of the Administrative
Agent's Special Counsel or any local counsel to the Administrative Agent
incurred in connection with the preparation, syndication, administration or
interpretation of the Loan Documents and other instruments mentioned herein,
each closing hereunder, any amendments, modifications, approvals, consents or
waivers hereto or hereunder, or the cancellation of any Loan Document upon
payment in full in cash of all of the Obligations or pursuant to any terms of
such Loan Document for providing for such cancellation, (d) the reasonable and
documented fees, expenses and disbursements of the Administrative Agent or any
of its affiliates incurred by the Administrative Agent or such affiliate in
connection with the preparation, syndication, administration or interpretation
of the Loan Documents and other instruments mentioned herein, including all
appraisal and examination charges, (e) all reasonable and documented
out-of-pocket expenses (including without limitation reasonable and documented
attorneys' fees and costs, which attorneys may be employees of any Lender or the
Administrative Agent, and reasonable consulting, accounting, appraisal,
investment bankruptcy and similar professional fees and charges) incurred by any
Lender or the Administrative Agent in connection with (i) the enforcement of or
preservation of rights under any of the Loan Documents against the Borrower or
any of its Subsidiaries or the administration thereof after the occurrence of a
Default or Event of Default and (ii) any litigation, proceeding or dispute
whether arising hereunder or otherwise, in any way related to any Lender's or
the Administrative Agent's relationship with the Borrower or any of its
Subsidiaries and (f) all reasonable and documented fees, expenses and
disbursements of any Lender or the Administrative Agent incurred in connection
with UCC searches. The covenants contained in this ss.16.2 shall survive payment
or satisfaction in full of all other obligations.

16.3. Indemnification. The Borrower agrees to indemnify and hold
harmless the Administrative Agent, its affiliates and the Lenders from and
against any and all claims, actions and suits whether groundless or otherwise,
and from and against any and all liabilities, losses, damages and expenses of
every nature and character arising out of this Credit Agreement or any of the
other Loan Documents or the transactions contemplated hereby including, without
limitation, (a) any actual or proposed use by the Borrower or any of its
Subsidiaries of the proceeds of any of the Revolving Credit Loans or Letters of

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Credit, (b) the reversal or withdrawal of any provisional credits granted by the
Administrative Agent upon the transfer of funds from lock box, bank agency,
concentration accounts or otherwise under any cash management arrangements with
the Borrower or any Subsidiary or in connection with the provisional honoring of
funds transfers, checks or other items, (c) the Borrower or any of its
Subsidiaries entering into or performing this Credit Agreement or any of the
other Loan Documents or (d) with respect to the Borrower and its Subsidiaries
and their respective properties and assets, the violation of any Environmental
Law, the presence, disposal, escape, seepage, leakage, spillage, discharge,
emission, release or threatened release of any Hazardous Substances or any
action, suit, proceeding or investigation brought or threatened with respect to
any Hazardous Substances (including, but not limited to, claims with respect to
wrongful death, personal injury or damage to property), in each case including,
without limitation, the reasonable and documented fees and disbursements of
counsel and allocated costs of internal counsel incurred in connection with any
such investigation, litigation or other proceeding, except to the extent that
any of the foregoing are directly caused by the gross negligence or willful
misconduct of the otherwise indemnified party. In litigation, or the preparation
therefor, the Lenders and the Administrative Agent and its affiliates shall be
entitled to select their own counsel and, in addition to the foregoing
indemnity, the Borrower agrees to pay promptly the reasonable and documented
fees and expenses of such counsel. If, and to the extent that the obligations of
the Borrower under this (S)16.3 are unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment in satisfaction of
such obligations which is permissible under applicable law. The covenants
contained in this (S)16.3 shall survive payment or satisfaction in full of all
other Obligations.

16.4. Treatment of Certain Confidential Information.

16.4.1. Confidentiality. Each of the Lenders and the
Administrative Agent agrees, on behalf of itself and each of its
affiliates, directors, officers, employees and representatives, to use
reasonable precautions to keep confidential, in accordance with their
customary procedures for handling confidential information of the same
nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower or any of its
Subsidiaries pursuant to this Credit Agreement that is identified by such
Person as being confidential at the time the same is delivered to the
Lenders or the Administrative Agent, provided that nothing herein shall
limit the disclosure of any such information (a) after such information
shall have become public other than through a violation of this (S)16.4,
or becomes available to any of the Lenders or the Administrative Agent on
a nonconfidential basis from a source other than the Borrower, (b) to the
extent required by statute, rule, regulation or judicial process, (c) to
counsel for any of the Lenders or the Administrative Agent, (d) to bank
examiners or any other regulatory authority having jurisdiction over any
Lender or the Administrative Agent, or to auditors or accountants, (e) to
the Administrative Agent, any Lender or any Financial Affiliate, (f) in
connection with any litigation to which any one or more of the

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Lenders, the Administrative Agent or any Financial Affiliate is a party,
or in connection with the enforcement of rights or remedies hereunder or
under any other Loan Document, (g) to a Lender Affiliate or a Subsidiary
or affiliate of the Administrative Agent, (h) to any actual or
prospective assignee or participant or any actual or prospective
counterparty (or its advisors) to any swap or derivative transactions
referenced to credit or other risks or events arising under this Credit
Agreement or any other Loan Document so long as such assignee,
participant or counterparty, as the case may be, agrees in writing
(pursuant to a confidentiality agreement containing the terms set forth
in this (S)16.4) to be bound by the provisions of (S)16.4 or (i) with the
consent of the Borrower.

16.4.2. Prior Notification. Unless specifically prohibited by
applicable law or court order, each of the Lenders and the Administrative
Agent shall, prior to disclosure thereof, notify the Borrower of any
request for disclosure of any such non-public information by any
governmental agency or representative thereof (other than any such
request in connection with an examination of the financial condition of
such Lender by such governmental agency) or pursuant to legal process.

16.4.3. Other. In no event shall any Lender or the Administrative
Agent be obligated or required to return any materials furnished to it or
any Financial Affiliate by the Borrower or any of its Subsidiaries. The
obligations of each Lender under this (S)16.4 shall supersede and replace
the obligations of such Lender under any confidentiality letter in
respect of this financing signed and delivered by such Lender to the
Borrower prior to the date hereof and shall be binding upon any assignee
of, or purchaser of any participation in, any interest in any of the
Revolving Credit Loans or Reimbursement Obligations from any Lender.

16.5. Survival of Covenants, Etc. All covenants, agreements,
representations and warranties made herein, in the Revolving Credit Notes, in
any of the other Loan Documents or in any documents or other papers delivered by
or on behalf of the Borrower or any of its Subsidiaries pursuant hereto shall be
deemed to have been relied upon by the Lenders and the Administrative Agent,
notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making by the Lenders of any of the Loans and the
issuance, extension or renewal of any Letters of Credit, as herein contemplated,
and shall continue in full force and effect so long as any Letter of Credit or
any amount due under this Credit Agreement or the Revolving Credit Notes or any
of the other Loan Documents remains outstanding or any Lender has any obligation
to make any Revolving Credit Loans or the Administrative Agent has any
obligation to issue, extend or renew any Letter of Credit, and for such further
time as may be otherwise expressly specified in this Credit Agreement. All
statements contained in any certificate or other paper delivered to any Lender
or the Administrative Agent at any time by or on behalf of the Borrower or any
of its Subsidiaries pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by the
Borrower or such Subsidiary hereunder.

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16.6. Notices. Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Revolving Credit Notes or any Letter of
Credit Applications shall be in writing and shall be delivered in hand, mailed
by United States registered or certified first class mail, postage prepaid, sent
by overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

(a) if to the Borrower, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Financial
Officer, or at such other address for notice as the Borrower shall last
have furnished in writing to the Person giving the notice, with a copy to
▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.;

(b) if to the Administrative Agent, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice
President, or such other address for notice as the Administrative Agent
shall last have furnished in writing to the Person giving the notice; and

(c) if to any Lender, at such Lender's address set forth on
Schedule 1 hereto, or such other address for notice as such Lender shall
have last furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof.

16.7. Governing Law. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN (S)16.6. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

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16.8. Headings. The captions in this Credit Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.

16.9. Counterparts. This Credit Agreement and any amendment hereof may
be executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Credit Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile by
any of the parties hereto of an executed counterpart hereof or of any amendment
or waiver hereto shall be as effective as an original executed counterpart
hereof or of such amendment or waiver and shall be considered a representation
that an original executed counterpart hereof or such amendment or waiver, as the
case may be, will be delivered.

16.10. Entire Agreement, Etc. The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in (S)16.12.

16.11. Waiver of Jury Trial. EACH OF THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO
ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT
AGREEMENT, THE REVOLVING CREDIT NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE ADMINISTRATIVE AGENT
OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE REVOLVING CREDIT LOANS OR
ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. Except as prohibited by law, the Borrower hereby
waives any right it may have to claim or recover in any litigation referred to
in the preceding sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. The
Borrower (a) certifies that no representative, agent or attorney of any Lender
or the Administrative Agent has represented, expressly or otherwise, that such
Lender or the Administrative Agent would not, in the event of litigation, seek
to enforce the foregoing waivers and (b) acknowledges that the Administrative
Agent and the Lenders have been induced to enter into this Credit Agreement, the
other Loan Documents to which it is a party by, among other things, the waivers
and certifications contained herein.

16.12. Consents, Amendments, Waivers, Etc. Any consent or approval
required or permitted by this Credit Agreement to be given by the Lenders may be
given, and

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any term of this Credit Agreement, the other Loan Documents or any other
instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower or any of its Subsidiaries of any
terms of this Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Borrower and the
written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, modification or waiver shall:

(a) without the written consent of the Borrower and each Lender
directly affected thereby:

(i) reduce or forgive the principal amount of any Revolving
Credit Loans or Reimbursement Obligations, or reduce the rate of
interest on the Revolving Credit Notes or the amount of the
Commitment Fee or Letter of Credit Fees (other than interest
accruing pursuant to (S)5.10.2 following the effective date of any
waiver by the Required Lenders of the Default or Event of Default
relating thereto);

(ii) increase the amount of such Lender's Commitment or
extend the expiration date of such Lender's Commitment;

(iii) postpone or extend the Revolving Credit Loan Maturity
Date or any other regularly scheduled dates for payments of
principal of, or interest on, the Revolving Credit Loans or
Reimbursement Obligations or any Fees or other amounts payable to
such Lender (it being understood that (A) a waiver of the
application of the default rate of interest pursuant to (S)5.10.2,
and (B) any vote to rescind any acceleration made pursuant to
(S)13.1 of amounts owing with respect to the Revolving Credit
Loans and other Obligations shall require only the approval of the
Required Lenders); and

(iv) other than pursuant to a transaction permitted by the
terms of this Credit Agreement, release all or substantially all
of the Guarantors from their guaranty obligations under the
Guaranties;

(b) without the written consent of all of the Lenders, amend or
waive this (S)16.12 or the definition of Required Lenders (it being
understood that the addition of one or more additional credit facilities,
the allowance of the credit extensions, interest and fees thereunder to
share ratably or on a subordinated basis with the Revolving Credit Loans,
Letters of Credit, interest and Fees in the benefits of the Loan
Documents and the inclusion of the holders of such facilities in the
determination of Required Lenders shall require only the approval of the
Required Lenders);

(c) without the written consent of the Administrative Agent, amend
or waive (S)14, the amount or time of payment of the Administrative
Agent's Fee or

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any Letter of Credit Fees payable for the Administrative Agent's account
or any other provision applicable to the Administrative Agent.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Administrative Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrower shall entitle the Borrower to other or further
notice or demand in similar or other circumstances.

16.13. Severability. The provisions of this Credit Agreement are
severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.

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IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

LIFELINE SYSTEMS, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President of Finance,
Chief Financial Officer and
Treasurer

CITIZENS BANK OF MASSACHUSETTS, individually
and as Administrative Agent

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President

SCHEDULE 1
Lenders; Commitment

----------------------------------------------------------------------
Commitment
Lender Commitment Percentage
----------------------------------------------------------------------
----------------------------------------------------------------------

Citizens Bank of Massachusetts $15,000,000 100%
Domestic Lending Office:
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LIBOR Lending Office:
same
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice
President

----------------------------------------------------------------------
----------------------------------------------------------------------
Totals: $15,000,000 100%
----------------------------------------------------------------------

Exhibit 10.1 REVOLVING CREDIT AGREEMENT -------------------------- dated as of August 28, 2002

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