(the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by the Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the average of the London interbank offered rates for U.S. Dollars quoted by the British Bankers’ Association as set forth on Dow Jones Markets Service (formerly known as Telerate) (or appropriate successor or, if British Bankers’ Association or its successor ceases to provide such quotes, a comparable replacement determined by the Agent) display page 3750 (or such other display page on the Dow Jones Markets Service system as may replace display page 3750) two (2) Business Days prior to the first day of such Interest Period (or with respect to a Fixed Reset Eurodollar Loan, on the Reset Date for such Fixed Reset Eurodollar Loan) for an amount comparable to the principal amount of such Eurodollar Loan and having a borrowing date and a maturity comparable to such Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed by the following formula:

Average of London interbank offered rates quoted by BBA as shown
Eurodollar Rate =     on Dow Jones Markets Service display page 3750 or appropriate successor

1.00 - Euro-Rate Reserve Percentage

(the resulting quotient rounded upwards, if necessary, to the nearest
1/100th of 1% per annum) (i) the rate of interest determined by the Agent
in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the average of the London interbank
offered rates for U.S. Dollars quoted by the British Bankers’ Association as
set forth on Dow Jones Markets Service (formerly known as Telerate) (or
appropriate successor or, if British Bankers’ Association or its successor
ceases to provide such quotes, a comparable replacement determined by the
Agent) display page 3750 (or such other display page on the Dow Jones
Markets Service system as may replace display page 3750) two (2) Business
Days prior to the first day of such Interest Period (or with respect to a Fixed
Reset Eurodollar Loan, on the Reset Date for such Fixed Reset Eurodollar Loan) for
an amount comparable to the principal amount of such Eurodollar Loan and having
a borrowing date and a maturity comparable to such Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed by
the following formula:

Average of London interbank offered rates quoted by BBA as shown

Eurodollar Rate =     on Dow Jones
Markets Service display page 3750 or appropriate successor

1.00 - Euro-Rate Reserve Percentage

2.2.          Section 1.1 of the
Agreement is hereby amended by adding the defined term set forth below:

“Fixed Reset Eurodollar Loan”: means a
Eurodollar Borrowing specified by the Borrower as a Fixed Reset Eurodollar Loan
in the corresponding Revolving Credit Borrowing Request delivered by the
Borrower.

2.3.          The definition of “Interest
Period” set forth in Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows:

“Interest
Period”:  shall have the following
meaning:

(a)           With respect to any
Eurodollar Loan that is not a Fixed Reset Eurodollar Loan:

(i)            initially the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar Loan and
ending one, two, three, six or nine months thereafter, as selected by the
Borrower in its notice of borrowing or notice of conversion, given with respect
thereto; and

(ii)           thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such Eurodollar Loan and
ending one, two, three, six, nine or twelve months thereafter, as selected by
the Borrower by irrevocable notice to the Agent not less than three Business
Days prior to the last day of the then current Interest Period with respect
thereto;

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provided that,
the foregoing provisions relating to Interest Periods are subject to the
following:

(A)          if any Interest Period would end on a day other than
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, with respect to Eurodollar Loans only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day;

(B)           with respect to Eurodollar Loans, any Interest
Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last Business Day of a
calendar month;

(C)           an Interest Period that otherwise would extend
beyond the Termination Date shall end on the Termination Date; and

(D)          the Borrower shall select Interest Periods so as not
to require a payment or prepayment of any Eurodollar Loan during an Interest
Period for such Loan.

(b)           With respect to any
Eurodollar Loan that is a Fixed Reset Eurodollar Loan:

(i)  initially the period commencing on the
borrowing or conversion date, as the case may be, with respect to such Fixed
Reset Eurodollar Loan and ending on the one month anniversary of such borrowing
or conversion date, which day of the month shall be referred to as the “Reset
Date” for such Eurodollar Loan; and

(ii)           thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such Fixed Reset Eurodollar
Loan and ending on the Reset Date in the next following calendar month;

provided that,
the foregoing provisions relating to Interest Periods for Fixed Reset
Eurodollar Loans are subject to the following:

(A)          if any Interest Period would end on a day other than
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day;

(B)           any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically

3

corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of a calendar month, which day shall be the “Reset Date”
for such Eurodollar Loan in that calendar month; and

(C)           an Interest Period that otherwise would extend
beyond the Termination Date shall end on the Termination Date.

(the resulting quotient rounded upwards, if necessary, to the nearest
1/100th of 1% per annum) (i) the rate of interest determined by the Agent
in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the average of the London interbank
offered rates for U.S. Dollars quoted by the British Bankers’ Association as
set forth on Dow Jones Markets Service (formerly known as Telerate) (or
appropriate successor or, if British Bankers’ Association or its successor
ceases to provide such quotes, a comparable replacement determined by the
Agent) display page 3750 (or such other display page on the Dow Jones
Markets Service system as may replace display page 3750) two (2) Business
Days prior to the first day of such Interest Period (or with respect to a Fixed
Reset Eurodollar Loan, on the Reset Date for such Fixed Reset Eurodollar Loan) for
an amount comparable to the principal amount of such Eurodollar Loan and having
a borrowing date and a maturity comparable to such Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed by
the following formula:

Average of London interbank offered rates quoted by BBA as shown

Eurodollar Rate =     on Dow Jones
Markets Service display page 3750 or appropriate successor

1.00 - Euro-Rate Reserve Percentage

2.2.          Section 1.1 of the
Agreement is hereby amended by adding the defined term set forth below:

“Fixed Reset Eurodollar Loan”: means a
Eurodollar Borrowing specified by the Borrower as a Fixed Reset Eurodollar Loan
in the corresponding Revolving Credit Borrowing Request delivered by the
Borrower.

2.3.          The definition of “Interest
Period” set forth in Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows:

“Interest
Period”:  shall have the following
meaning:

(a)           With respect to any
Eurodollar Loan that is not a Fixed Reset Eurodollar Loan:

(i)            initially the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar Loan and
ending one, two, three, six or nine months thereafter, as selected by the
Borrower in its notice of borrowing or notice of conversion, given with respect
thereto; and

(ii)           thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such Eurodollar Loan and
ending one, two, three, six, nine or twelve months thereafter, as selected by
the Borrower by irrevocable notice to the Agent not less than three Business
Days prior to the last day of the then current Interest Period with respect
thereto;

2

provided that,
the foregoing provisions relating to Interest Periods are subject to the
following:

(A)          if any Interest Period would end on a day other than
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, with respect to Eurodollar Loans only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day;

(B)           with respect to Eurodollar Loans, any Interest
Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last Business Day of a
calendar month;

(C)           an Interest Period that otherwise would extend
beyond the Termination Date shall end on the Termination Date; and

(D)          the Borrower shall select Interest Periods so as not
to require a payment or prepayment of any Eurodollar Loan during an Interest
Period for such Loan.

(b)           With respect to any
Eurodollar Loan that is a Fixed Reset Eurodollar Loan:

(i)  initially the period commencing on the
borrowing or conversion date, as the case may be, with respect to such Fixed
Reset Eurodollar Loan and ending on the one month anniversary of such borrowing
or conversion date, which day of the month shall be referred to as the “Reset
Date” for such Eurodollar Loan; and

(ii)           thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such Fixed Reset Eurodollar
Loan and ending on the Reset Date in the next following calendar month;

provided that,
the foregoing provisions relating to Interest Periods for Fixed Reset
Eurodollar Loans are subject to the following:

(A)          if any Interest Period would end on a day other than
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day;

(B)           any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically

3

corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of a calendar month, which day shall be the “Reset Date”
for such Eurodollar Loan in that calendar month; and

(C)           an Interest Period that otherwise would extend
beyond the Termination Date shall end on the Termination Date.

ratably among the Banks in accordance with their respective Commitment Percentages.  The Borrower shall pay to the Agent for the account of the Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction.  In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b).

2.3.                              Section 2.19 of the Agreement is hereby amended and restated in its entirety to read as follows:

“The Letters of Credit and proceeds of the Loans shall be used by the Borrower for (a) working capital and general corporate purposes in the ordinary course of business (including, but not limited to refinancing existing working capital - related indebtedness and, subject to other provisions of this Agreement, acquisition financing) and (b) repurchases of the Borrower’s Common Stock and Class A Common Stock pursuant to (i) the repurchase authorization announced by the Board of Directors of the Borrower on October 23, 2002 for up to 2,000,000 shares of stock and (ii) the self tender to be announced by the Board of Directors of the Borrower in November 2004 for up to 10% of the Company’s outstanding shares.  For purposes of clause (b) above, Section 6.6 of this Agreement shall not be interpreted to prohibit such repurchases.”

2.4.                              Section 6.1(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

“Permit Consolidated Tangible Net Worth on any day to be less than $65,000,000 through and including December 31, 2004, and thereafter as follows: the greater of $65,000,000 and (i) ninety percent (90%) of the Consolidated Tangible Net Worth of the Borrower as of December 31, 2004, plus (ii) an amount equal to twenty-five percent (25%) of the consolidated net income (if positive) of the Borrower and its Subsidiaries for each fiscal quarter ending after December 31, 2004, calculated on a cumulative basis.”

2.5.                              Schedule I of the Agreement is hereby amended and restated in its entirety to read as set forth in Schedule I attached hereto.

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