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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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Form S-4

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Certegy Inc.

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Georgia		7389		58-2606325
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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11720 Amber Park Drive, Suite 600

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Walter M. Korchun

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Copy to:

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    Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

    If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

    If this Form is being filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

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CALCULATION OF REGISTRATION FEE

				Proposed maximum		Proposed maximum
Title of each class of		Amount to be		offering price		aggregate		Amount of
Securities to be registered		registered		per unit(1)		offering price(1)		registration fee
4.75% Notes Due 2008		$200,000,000		100%		$200,000,000		$16,180

(1)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

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     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Certegy Inc.

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Offer to Exchange Up to $200,000,000 Aggregate Principal Amount of Our 4.75% Notes Due 2008, Which Have Been Registered Under the Securities Act of 1933, For Any and All of the $200,000,000 Aggregate Principal Amount of Our Outstanding 4.75% Notes Due 2008

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      We are offering to exchange $200,000,000 aggregate principal amount of our registered 4.75% notes due September 15, 2008, which are referred to in this prospectus as the new notes, for all $200,000,000 aggregate principal amount of our unregistered 4.75% notes due September 15, 2008, which are referred to in this prospectus as the old notes. We refer to the new notes and the old notes collectively as the notes.

The new notes:

	•	will be freely transferable by the holders, other than as described in this prospectus, and otherwise substantially identical to the old notes;
	•	will accrue interest from September 10, 2003 at a rate of 4.75% per year, payable semi-annually in arrears on each March 15 and September 15, beginning March 15, 2004;
	•	will be unsecured and unsubordinated, will rank equally with the old notes and all of our other existing and future unsecured and unsubordinated liabilities, except for such obligations as are mandatorily preferred, and will be structurally subordinated to all liabilities of our subsidiaries, including trade payables; and
	•	will not be listed on any national securities exchange or be quoted on any automated dealer quotation system.

You should note that:

	•	the exchange offer will expire at 5:00 p.m., New York City time, on                     ,                     , unless extended;
	•	the exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding old notes being tendered;
	•	all old notes that are validly tendered and not withdrawn prior to expiration of the exchange offer will be exchanged for an equal principal amount of new notes that we have registered under the Securities Act of 1933;
	•	tenders of old notes may be withdrawn any time prior to the expiration of the exchange offer; and
	•	the exchange of old notes for new notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

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      You should carefully consider the risk factors beginning on page 15 of this prospectus before participating in the exchange offer.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

      Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the date we issue the new notes and ending no later than the close of business on the date which is 180 days after completion of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale. See “Plan of Distribution.”

The date of this prospectus is                     ,

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IMPORTANT INFORMATION ABOUT THIS PROSPECTUS
PROSPECTUS SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
WHERE YOU CAN FIND MORE INFORMATION
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
CAPITALIZATION
DESCRIPTION OF CERTAIN INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF THE NEW NOTES
FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
EX-4.1/INDENTURE 9/10/03 CERTEGY INC. & SUNTRUST
EX-4.2/REGISTRATION RIGHTS AGREEMENT 9/10/03
EX-5.1/OPINION OF KILPATRICK STOCKTON LLP
EX-10.34/REVOLVING CREDIT AGREEMENT
EX-12.1/STATEMENT OF COMPUTATION OF RATIOS
EX-23.2/CONSENT OF ERNST & YOUNG LLP
EX-25.1/STATEMENT OF ELIGIBILITY OF TRUSTEE
EX-99.1/FORM OF LETTER OF TRANSMITTAL
EX-99.2/FORM OF NOTICE OF GUARANTEED DELIVERY
EX-99.3/FORM OF LETTER TO BROKER, DEALERS, ETC.
EX-99.4/FORM OF LETTER TO CLIENTS

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TABLE OF CONTENTS

		Page
Important Information About This Prospectus			i
Prospectus Summary			1
Risk Factors			16
Forward-Looking Statements			25
Where You Can Find More Information			27
Use of Proceeds			28
Ratio of Earnings to Fixed Charges			28
Capitalization			29
Description of Certain Indebtedness			30
The Exchange Offer			32
Description of the New Notes			42
Federal Income Tax Consequences of the Exchange			57
Plan of Distribution			58
Legal Matters			58
Experts			58

      This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge to you upon written or oral request. If you would like a copy of any of this information, please submit your request to Certegy Inc., 11720 Amber Park Drive, Suite 600, Alpharetta, Georgia 30004, Attention: Investor Relations, or call (678) 867-8004.

      In order to obtain timely delivery of any information that you request, you must submit your request no later than                     ,                     , which is five business days before the date the exchange offer expires.

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      This prospectus is part of a registration statement on Form S-4 that we have filed with the Securities and Exchange Commission under the Securities Act. We are submitting this prospectus to holders of old notes so they can consider exchanging their old notes for new notes. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with additional, different, or inconsistent information. If anyone provides you with additional, different, or inconsistent information, you should not rely on it. You should assume that the information contained or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the document incorporated by reference. Our business, financial condition, results of operations, and prospects may have changed since then.

      We are not making the exchange offer to, and we will not accept surrenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would violate the securities or other laws of that jurisdiction.

      Market data and other statistical information contained or incorporated by reference in this prospectus are based on independent industry publications, government publications, reports by market research firms, or other published independent sources. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources referred to above.

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RISK FACTORS

      You should carefully consider the following factors in addition to the other information set forth in this prospectus and the documents incorporated by reference in this prospectus before you participate in the exchange offer.

Risks Related to the Exchange Offer

	You may have difficulty selling any old notes if you fail to properly exchange your old notes for new notes.

      We will only issue new notes in exchange for old notes that you timely and properly tender. You should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes set forth under “The Exchange Offer — Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

      If you do not exchange your old notes for new notes in the exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from registration under the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. If you continue to hold any old notes after the exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

      In addition, we anticipate that most holders of old notes will elect to participate in the exchange offer. Consequently, we expect that the liquidity of the market for the old notes after completion of the exchange offer may be substantially limited.

	You may find it difficult to sell the new notes or to sell them at a price you deem sufficient because there is no existing trading market for the new notes.

      While the old notes are presently eligible for trading in the PORTAL Market, the new notes will be new securities for which no established trading market currently exists. We do not intend to apply for a listing of the new notes on any securities exchange. We do not know if an active public market for the new notes will develop or, if developed, will continue. Even if a market for the new notes does develop, there may not be liquidity in that market, or the new notes might trade for less than their original value or face amount. If an active public market does not develop, the liquidity and market price of the new notes may be adversely affected.

      The liquidity of any market for the new notes will depend upon various factors, including:

	•	the number of holders of the new notes;
	•	the interest of securities dealers in making a market for the new notes;
	•	the overall market for investment grade securities;
	•	our financial performance and prospects; and
	•	the prospects for companies in our industry generally.

      Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

	•	prevailing interest rates;
	•	the number of holders of the new notes;
	•	the market for similar debt securities;

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	•	general economic conditions; and
	•	our financial condition, historical financial performance and future prospects.

      Finally, if a large number of holders of old notes do not tender old notes, or tender old notes improperly, only a limited amount of new notes would be outstanding after we complete the exchange offer, which could adversely affect the development and viability of a market for the new notes.

	Some holders who exchange old notes may be deemed to be underwriters and these holders may be required to comply with the registration and prospectus requirements in connection with any resale of the new notes.

      If you exchange old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to be an underwriter and to have received restricted securities. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Related to Our Business

	We rely heavily on a small number of specific business segments for the majority of our revenues.

      Revenues of our domestic card issuing business are primarily derived from independent community banks and credit unions, while a significant portion of our check risk management services revenues are generated from several large national and regional retail chains. The financial condition of these customers and their willingness to pay for our products and services are affected by general market conditions, competitive pressures, and operating margins within their industries. The retailing industry is currently facing downturns in demand and structural changes in the industry. We could experience declines in revenue as a result of any factors that would adversely affect independent banks, credit unions, and retailers.

	A significant portion of our business is derived from two key strategic relationships, and a loss of either of those relationships could adversely affect our profits.

      We have long-term contractual alliances with two associations representing independent financial institutions in the U.S., the Independent Community Bankers Association, or ICBA, and Card Services for Credit Unions, or CSCU. Under each of these alliances, which expire in 2007, we are the association’s exclusive partner for offering credit card issuing and merchant processing services to that association’s members. We are also the exclusive partner of CSCU for offering debit card processing to its members. As a result, approximately 21.6% of our consolidated revenues in 2002 were derived from ICBA and CSCU member institutions. Termination of, or significant adverse change in, our relationships with either or both of these associations could harm our ability to retain a substantial portion of our customers and to attract new customers, and have a material adverse effect on our business.

	Our revenues from the sale of services to VISA and MasterCard organizations are dependent upon our continued VISA and MasterCard certification and financial institution sponsorship, and loss or suspension of this certification or sponsorship could adversely affect our business.

      In order to provide our transaction processing services, we must be designated a certified processor by, and be a member service provider of, MasterCard and be designated as an independent sales organization of VISA. This designation is dependent upon our being sponsored by member clearing banks of both organizations and our continuing adherence to the standards of the VISA and MasterCard associations. The member financial institutions of VISA and MasterCard, some of which are our competitors, set the standards with which we must comply. If we fail to comply with these standards, our designation as a certified processor, as a member service provider or as an independent sales organization could be suspended or terminated. The termination of our member service provider status or our status as a certified processor, or any changes in the VISA and MasterCard rules that prevent our registration or otherwise

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	We face chargeback liability if our merchants refuse or cannot reimburse chargebacks resolved in favor of their customers, and we face liability to our merchant customers if checks that we have warranted are dishonored by the check writer’s bank.

      If a billing dispute between a merchant and a cardholder is not ultimately resolved in favor of the merchant, the disputed transaction is “charged back” to the merchant’s bank and credited to the account of the cardholder. If we are unable to collect the chargeback amounts from our merchant customer’s account, or if the merchant refuses or is financially unable to fund these amounts due to insolvency or bankruptcy or other reasons, we must bear the credit risk for the full amount of the refund paid to the cardholder’s bank. We require cash deposits and other types of collateral from certain merchants to minimize any such risk. In addition, we utilize a number of systems and procedures to manage merchant risk and believe that the diversification of our merchant portfolio among industries and geographic regions minimizes our risk of loss. We recognize a reserve for estimated merchant credit losses based on historical experience and other relevant factors. This reserve amount is subject to the risk that actual losses may be greater than our estimates. If a check that we have warranted is dishonored by the check writer’s bank, we must reimburse our merchant customer for the check’s face value and pursue collection of the amount from the delinquent check writer. We recognize a reserve for estimated check returns, net of anticipated recoveries, based on historical experience and other relevant factors. The estimated check returns and recovery amounts are subject to the risk that the actual amounts returned may exceed our estimates and the actual amounts recovered may be less than our estimates.

	Continued consolidation in the financial services and retail industries could reduce our customer base and cause our sales to fall.

      Consolidation of our customers could result in a smaller market for our products and services. After consolidation, banks and other financial institutions and retailers may realign management responsibilities and reexamine strategic and purchasing decisions with potential adverse effects on demand for our products or services. We may lose relationships with key constituencies within our customer’s organization due to budget cuts, layoffs, or other disruptions following a consolidation. In addition, consolidation may result in a change in the technological infrastructure of the combined entity. Our products and services may not integrate with this new technological infrastructure. In addition, the acquiring institution may have its own in-house system or outsource to competitors.

	Our customers are subject to a regulatory environment and to industry standards that may change in a manner that reduces the number of transactions in which our customers engage and therefore reduces our revenues.

      Our customers are subject to a number of government regulations and industry standards with which our products and services must comply. For example, our products are affected by VISA and MasterCard electronic payment standards that generally are changed twice a year. In addition, action by regulatory authorities relating to credit availability, data usage, privacy, or other related regulatory developments could have an adverse effect on our customers and therefore could have a material adverse effect on our business, financial condition, and results of operations.

	Demand for our products and services is sensitive to the level of consumer transactions effected by our customers, and accordingly, our revenues could be affected negatively by a general economic slowdown or any other event causing a material slowing of consumer spending.

      A significant portion of our revenue is derived from transaction processing fees. Any changes in economic factors that adversely affect consumer spending and related consumer debt, or a reduction in

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	To remain competitive and grow our revenues, we must continually update our products and services, a process which could result in increased costs and the loss of revenues and customers if the new products and services do not perform as intended or are not accepted in the marketplace.

      The credit and debit card transaction processing and check services markets in which we compete include a wide range of products and services, including electronic transaction processing, check authorization, and other customer support services. The market is characterized by technological change, new product introductions, evolving industry standards, and changing customer needs. In order to remain competitive, we are continually involved in the development of new products and services. These initiatives carry the risks associated with any new product development efforts, including cost overruns, delays in delivery, and performance problems. Our market is constantly experiencing technological changes. A delay in the delivery of new products or services could render them less desirable to our customers, or possibly even obsolete. In addition, the products and services we deliver to the electronic payments market are designed to process transactions and deliver reports and other information on those transactions at very high volumes and processing speeds. Any performance issue that arises with a new product or service could result in significant processing or reporting errors. As a result of these factors, our research and development efforts could result in increased costs that could reduce our revenues and operating profit if promised new products are not timely delivered to our customers, or a loss of revenue, or possible claims for damages if new products and services do not perform as anticipated.

	To continue to grow profitably, we must expand our share of the credit and debit card transaction processing market and enter new markets, and the failure to do this would adversely affect our business.

      Our domestic card issuing business is concentrated in the independent community bank and credit union segments of the market and we have achieved a significant degree of penetration of these market segments. While we intend to continue our vigorous pursuit of expansion within these segments, our future growth and profitability will significantly depend upon our ability to penetrate other markets, including emerging markets for electronic transaction processing, such as international transaction processing and internet payment systems. As part of our strategy to achieve this expansion, we will continue to seek acquisition opportunities, investments, and alliance relationships that will facilitate our expansion. We may not be able to complete suitable acquisitions, investments, or alliances, and if we do, they may not provide us with the benefits we anticipated. Also, we may not have adequate financial and technological resources to develop products and distribution channels that will satisfy the demands of new markets.

	If the security of our databases is compromised, our reputation could suffer and we could lose customers. If the security of our databases is compromised, our business could be adversely affected.

      We collect personal consumer data, such as names and addresses, social security numbers, drivers license numbers, checking and savings account numbers, and payment history records. Unauthorized access to our databases could result in the theft or publication of personal confidential information and the deletion or modification of personal records or otherwise cause interruptions in our operations. These concerns about security are increased when we transmit information over the internet. A security or privacy breach may have any one or more of the following effects, any one or more of which could have a material adverse effect on our business, financial condition, and results of operations:

	•	deter customers from using our products and services;
	•	harm our business and reputation;
	•	expose us to liability; or
	•	increase our operating expenses to correct problems caused by the breach.

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	If we experience system failures, the products and services we provide to our customers could be delayed or interrupted, which could harm our business and reputation and result in the loss of customers.

      Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our computer network systems and data centers. Our systems and operations could be exposed to damage or interruption from fire, natural disaster, power loss, telecommunications failure, unauthorized entry, and computer viruses. Although we have taken steps to prevent a system failure, we cannot be certain that our measures will be successful and that we will not experience system failures. Further, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur. Any significant interruptions could:

	•	increase our operating expenses to correct problems caused by the interruption;
	•	harm our business and reputation;
	•	result in a loss of customers; or
	•	expose us to liability.

      Any one or more of the foregoing occurrences could have a material adverse effect on our business, financial condition, and results of operations.

	We may be liable for violating the intellectual property rights of third parties or have difficulties enforcing our own intellectual property rights.

      Our retail internet banking services and transaction processing services utilize significant proprietary software, technology, and other intellectual property. We rely on a combination of intellectual property laws and confidentiality agreements to protect these rights. These may not be adequate to protect all of our rights, however. In addition, our intellectual property rights could be challenged or held unenforceable in any dispute with third parties. Third parties may independently develop similar or competitive technology that does not infringe our rights, and we could not prevent its use. We do not believe that our business infringes the intellectual property rights of others.

      Nonetheless, a third party may in the future bring a lawsuit for infringement against us. In such case, we may be forced to take a license to continue using the disputed intellectual property, if one is even offered to us on reasonable terms. We may also be forced to defend ourselves in infringement litigation, which is costly, regardless of the merits of the claim. If we did not prevail in any such litigation, we could be liable for money damages or be enjoined from using certain of our technology.

      Any of the foregoing occurrences could have a material adverse effect on our business, financial condition, and results of operations.

	We plan to continue expansion of our international operations, which will subject us to additional business risks and may cause our profitability to decline due to increased costs.

      We believe that the international market for our products is growing rapidly, and we expect to commit significant resources to expand our international sales and marketing activities. As we expand internationally, we will be increasingly subject to a number of risks and potential costs, including:

	•	political and economic instability;
	•	unexpected changes in regulatory requirements and policy, the adoption of laws detrimental to our operations such as legislation relating to the collection of personal data over the internet or the adoption of laws, regulations, or treaties governing the export of encryption related software;
	•	burdens of complying with a wide variety of other laws and regulations;
	•	failure to adequately manage currency exchange rate fluctuations;
	•	potentially adverse tax consequences, including restrictions on the repatriation of earnings;

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	•	potential difficulty of enforcing agreements and collecting receivables in some foreign legal systems; and
	•	general economic conditions in international markets.

      We may not be able to overcome these barriers or avoid significant expenditures in addressing these potential risks.

	Foreign currency fluctuations may adversely affect us.

      Approximately 17.3% of our revenues for the year ended December 31, 2002, 35.9% of our assets at December 31, 2002, and 16.2% of our revenues for the six months ended June 30, 2003 are associated with operations outside of the U.S. The U.S. dollar balance sheets and statements of income for these businesses are subject to currency fluctuations. We are most vulnerable to fluctuations in the Brazilian real and the British pound against the U.S. dollar. The cumulative translation adjustment, largely related to our investment in Unnisa, our Brazilian card processing operation, was a $113.4 million, $67.6 million, and $84.2 million reduction of shareholders’ equity at December 31, 2002, December 31, 2001, and June 30, 2003, respectively.

	Negative economic and difficult political conditions in Brazil may adversely affect our Brazilian operations.

      Economic and political conditions in Brazil are uncertain and volatile, which may adversely affect our Brazilian operations. The currency of Brazil has recently experienced substantial volatility and a major devaluation, which historically has resulted in severe inflationary pressures. In addition, significant changes in bank ownership, as large private banks acquire smaller regional banks and foreign global banks acquire Brazilian banks, may result in the loss of customers. These conditions make it challenging for us to develop our business and generate revenues in Brazil. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Seasonality, Inflation, and Economic Downturns” in our Annual Report on Form 10-K for the year ended December 31, 2002 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.

	Our market is highly competitive, and some of our competitors have substantially greater resources than we do.

      We expect the market for our products and services to remain highly competitive. Our failure to remain competitive may have a material adverse effect on our business, financial condition, and results of operation. We face direct competition from third party payment processors and companies that market software for the electronic payment industry. We also compete against software and transaction processing systems developed and used in-house by our potential customers. Our competitors may develop products and services that are superior to or that achieve greater market acceptance than our products and services. The sizes of competitors vary across market segments, as do the resources we have allocated to the segments we target. Therefore, certain of our competitors have significantly greater financial, technical, marketing, or other resources than we do in each of our market segments or overall. As a result, our competitors may be in a position to respond more quickly than we can to new or emerging technologies and changes in customer requirements, or may devote greater resources than we can to the development, promotion, sale, and support of their products and services. Moreover, new competitors or alliances among our competitors may emerge and rapidly decrease our market share. We may not be able to maintain our competitive position against current and potential competitors, especially those with significantly greater resources than we have. Accordingly, competitive pressures may have a material adverse effect on our business, financial condition, and results of operations.

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Risks Related to Holding the New Notes

	Our cash flow and our ability to service our debt, including the new notes, depends upon the performance of our subsidiaries and their ability to make distributions to us.

      Substantially all of our operations are conducted by our subsidiaries and, therefore, our cash flow and our ability to service indebtedness, including our ability to pay the interest on and principal and premium of the new notes when due, are dependent upon cash dividends and distributions or other transfers from our subsidiaries. In addition, any payment of dividends, distributions, loans, or advances to us by our subsidiaries:

	•	could be subject, particularly in the case of our foreign subsidiaries, to restrictions on dividends or repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which our subsidiaries operate; and
	•	are contingent upon our subsidiaries’ earnings.

	The new notes are our obligations and not obligations of our subsidiaries and will be effectively subordinated to the claims of our subsidiaries’ creditors.

      The new notes are our direct obligations. None of our subsidiaries are guarantors of the new notes. Our cash flow and our ability to service our debt, including the new notes, depend upon the earnings of our subsidiaries. As of June 30, 2003, our subsidiaries had approximately $233.3 million of total liabilities (including trade payables but excluding intercompany amounts) as to which the new notes will be effectively subordinated. The total liabilities of our subsidiaries as of June 30, 2003, as set forth in the preceding sentence, do not include the obligations of our domestic subsidiaries under their guarantees of our $300 million amended and restated revolving credit facility or a guarantee of approximately $8.3 million under our synthetic lease arrangement with respect to our facilities in Madison, Wisconsin, which guarantees were outstanding on June 30, 2003, but were released effective as of the closing date of the sale of the old notes. See “Description of Certain Indebtedness — Credit Facilities — Revolving Credit Facility” and “— Synthetic Lease Arrangements.”

      The indenture does not restrict the amount of indebtedness (including obligations under guarantees) that our subsidiaries may incur, as to which the new notes will be effectively subordinated. Our new $200 million revolving credit facility permits direct loans to our wholly-owned consolidated subsidiaries which are required to be guaranteed by us.

      Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the new notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans, or other payments. Payments to us by our subsidiaries will also be contingent upon their earnings and business considerations. In addition, any payment of dividends, distributions, loans, or advances by our subsidiaries to us could be subject to statutory or contractual restrictions. Our right to receive any assets of any subsidiary upon its liquidation or reorganization, and therefore the right of the holders of the new notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors. This means that the holders of that debt would have a claim prior to that of the noteholders with respect to the assets of that subsidiary. In addition, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to the subsidiaries’ indebtedness held by us.

	The terms of our other indebtedness require us to abide by a variety of covenants, which if breached, could cause the acceleration of other indebtedness and trigger an event of default under the indenture.

      Our $200 million revolving credit facility requires us to maintain specified financial ratios and tests, among other obligations, including a maximum leverage ratio. In addition, our $200 million revolving credit facility, our $100 million credit facility, and our synthetic lease arrangements with respect to our facilities in St. Petersburg, Florida and Madison, Wisconsin, have affirmative and negative covenants

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      If some or all of our indebtedness is accelerated, we may not be able to repay such indebtedness or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us. If our expectations of future operating results are not achieved, or if some or all of our indebtedness is in default for any reason, our business, financial condition, and results of operations could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that are not favorable to holders of the new notes and may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to these types of restrictions.

      Under our new $200 million revolving credit agreement, the indenture under which the new notes are to be issued may not be amended without the prior written consent of a majority in interest of the lenders under the $200 million facility.

	The indenture does not restrict us or our subsidiaries from incurring additional indebtedness, or entering into certain transactions, such as refinancings, recapitalizations, or other highly leveraged transactions, that could result in higher levels of debt that may affect our creditworthiness.

      The indenture does not restrict our ability to incur indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity, nor are we restricted from entering into refinancings, recapitalizations, or other highly leveraged transactions that could involve substantial amounts of additional indebtedness. If we incur substantial additional indebtedness in the future, these higher levels of indebtedness may affect our creditworthiness.

	We are not required to repurchase or redeem the new notes upon a change of control of us or other events involving us that may affect our creditworthiness.

      The indenture does not require us to repurchase or redeem or otherwise modify the terms of the new notes upon a change in control of us or other events involving us that may affect our creditworthiness. These events include:

	•	a consolidation, merger, sale of assets, or other similar transaction; or
	•	a change in control of us.

      In addition, the covenants applicable to the new notes do not prevent transactions like those described above from taking place. See “Description of the New Notes — Certain Covenants — Merger, Consolidation, or Sale of Assets.”

Risks Related to Accounting

	You may have no effective remedy against Arthur Andersen LLP in connection with a material misstatement in some of our audited financial statements incorporated by reference in this prospectus.

      Our consolidated financial statements appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Our consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of Ernst & Young LLP as experts in accounting and auditing.

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      Although our board of directors dismissed Arthur Andersen LLP as our independent public accountants on April 4, 2002 and engaged Ernst & Young LLP to serve as our independent public accountants, our consolidated financial statements as of December 31, 2001 and for each of the two years in the period ended December 31, 2001 that are incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2002 were audited by Arthur Andersen.

      Arthur Andersen was convicted on federal obstruction of justice charges on June 15, 2002, ceased practicing before the SEC on August 31, 2002, and was sentenced to five years probation on October 16, 2002. Arthur Anderson did not participate in the preparation of this prospectus or the related registration statement, and has not consented to the incorporation by reference of its audit report in this prospectus. In addition, because Arthur Anderson has ceased to practice before the SEC, it is not able to provide the updated consent that we would normally be required to file with the SEC. See “Experts.” As a result, your claims against Arthur Andersen under the Securities Act based on these financial statements may be limited. Moreover, even if claims against Arthur Andersen are permitted, Arthur Andersen may not have the financial resources to satisfy any judgment.

      Arthur Anderson’s failure to deliver a currently dated written consent will limit your ability to sue Arthur Anderson under Section 11 of the Securities Act for any material misstatements or omissions in this prospectus or the related registration statement, including any material misstatements or omissions in the 2000 and 2001 financial statements covered by their reports.

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FORWARD-LOOKING STATEMENTS

      Some of the information included in this prospectus and other materials filed or to be filed by us with the SEC, including the documents incorporated by reference in this prospectus (as well as information included in press releases and other materials released to the public and oral statements or other written statements made or to be made by us or our representatives), contains or may contain forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “continue,” “predict,” or other words or expressions of similar meaning. The forward-looking statements include statements that reflect our management’s beliefs, plans, objectives, goals, expectations, anticipations, and intentions with respect to our financial condition, results of operations, future performance, and business, including statements relating to our business strategy and our current and future development plans. We have based these forward-looking statements on our management’s current expectations about future events or results. Actual events or results may differ materially.

      Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements in this prospectus, our reports on Forms 10-K, 10-Q, and 8-K and proxy statements (including the documents incorporated by reference in this prospectus), and any other public statements that are made by us may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this prospectus, including the documents incorporated by reference in this prospectus, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this prospectus or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

      The potential risks and uncertainties that could, individually or in the aggregate, cause our actual financial condition, results of operations, and future performance to differ materially from those expressed or implied in this prospectus (including the documents incorporated by reference in this prospectus) include, among other risks and uncertainties, the matters discussed under the “Risk Factors” section of this prospectus and the following:

	•	our ability to maintain or improve our competitive positions against current and potential competitors;
	•	the level of economic growth, which tends to impact consumer spending by credit cards, debit cards, or checks;
	•	a reversal of the trend of increasing demand for card processing outsourcing services in international markets;
	•	a reversal in the trend of increasing point-of-sale check fraud, or other factors affecting the demand for our products and services;
	•	loss of key customer contracts or strategic relationships;
	•	security failures with regard to our databases or failures in our key operating systems, which may impact our reputation and the ongoing demand for our products and services;
	•	changes in or increased regulation applicable to our businesses or those of our customers pertaining to credit availability, data usage, debt usage, debt collection, or other areas;
	•	changes in industry standards (including the requirements of VISA and MasterCard) for our or our customers’ businesses; and

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	•	other risks associated with investments and operations in foreign countries that may increase our costs or reduce our revenues, including exchange rate fluctuations and local political, social, and economic factors.

      We urge you to review carefully this prospectus, particularly the “Risk Factors” section, for a more complete discussion of the risks of an investment in the new notes.

      We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. However, your attention is directed to any further disclosures made on the above and related subjects in our reports (including reports filed after the date hereof) filed with the SEC on Forms 10-K, 10-Q, and 8-K, and our proxy statement. See “Where You Can Find More Information.”

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WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy and information statements, and other information with the SEC. You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site (http://www.sec.gov) that contains the reports, proxy and information statements, and other information that we file electronically with the SEC. Our SEC filings are also available for inspection at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

      We “incorporate by reference” in this prospectus specified documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any documents that we file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act after the date of this prospectus and before termination of the exchange offer:

	•	Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on February 26, 2003;
	•	Quarterly Reports on Form 10-Q for the quarters ended March 31, and June 30, 2003;
	•	Current Reports on Form 8-K filed with the SEC on August 6, 2003, August 13, 2003, September 3, 2003, September 4, 2003 and September 10, 2003; and
	•	Proxy Statement for our annual meeting of stockholders filed with the SEC on March 28, 2003.

      Any statement contained in the documents incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Information that we later file with the SEC before the termination of the exchange offer will automatically modify and supersede the information previously incorporated by reference in this prospectus and the information set forth in this prospectus. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

      You can obtain any of the filings incorporated by reference in this prospectus through us or from the SEC through the SEC’s internet site (http://www.sec.gov) or at the address listed above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those filings that are not specifically incorporated by reference in those filings. You can request a copy of any document incorporated by reference in this prospectus by writing or telephoning us at the following address or telephone number: 11720 Amber Park Drive, Suite 600, Alpharetta, Georgia 30004, Attention: Investor Relations, telephone (678) 867-8004.

      If you would like to request documents, please do so no later than                    ,                     , in order to receive other documents before the exchange offer expires on                     ,                     .

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USE OF PROCEEDS

      The exchange offer is intended to satisfy our obligations under the registration rights agreement we executed when we issued the old notes. We will not receive any cash proceeds from the exchange offer. In exchange for old notes that you tender pursuant to the exchange offer, you will receive new notes in like principal amount. The old notes that are surrendered in exchange for the new notes will be retired and canceled by us upon receipt and cannot be reissued. Accordingly, the issuance of the new notes under the exchange offer will not result in any change in the amount of our outstanding debt.

      The net proceeds from the sale of the old notes on September 10, 2003 were approximately $197,382,000. We used approximately $190 million of these net proceeds to pay off all amounts outstanding under our $300 million amended and restated revolving credit facility and the remainder for general corporate purposes. Our $300 million amended and restated revolving credit facility provided for variable interest. On a weighted average basis, the interest rate for our borrowings under the $300 million revolving credit facility was approximately 2.69% per year at June 30, 2003. Our new $200 million revolving credit facility, which expires in September 2006, provides for variable interest on the same basis as the $300 million revolving credit facility that it replaced. See “Description of Certain Indebtedness — Credit Facilities — Revolving Credit Facility.”

RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth:

	•	our actual consolidated ratio of earnings to fixed charges for the six months ended June 30, 2003 and 2002, and the fiscal years ended December 31, 2002, 2001, 2000, 1999, and 1998; and
	•	our pro forma consolidated ratio of earnings to fixed charges for the six months ended June 30, 2003, and the fiscal year ended December 31, 2002, which reflects the issuance of the old notes and the application of the proceeds therefrom (without giving effect to total offering and initial purchasers’ discounts of $1,818,000 and other estimated expenses of the offering or the amortization thereof) to pay off the indebtedness outstanding during such periods under our $300 million amended and restated revolving credit agreement. Our $300 million facility was replaced by a new $200 million revolving credit facility effective as of the closing date of the sale of the old notes, and we used a portion of the net proceeds from the sale of the old notes to pay off all amounts outstanding under our $300 million facility on the closing date of the sale of the old notes, as described in “Use of Proceeds.”

For the Six Months Ended

June 30,

For the Year Ended December 31,

Pro

Pro

Actual

Forma

Actual

Actual

Forma

2003

2003

2002

2002

2002

2001

2000

1999

1998

Ratio of Earnings to Fixed Charges

10.73x

7.89x

11.27x

13.49x

9.88x

12.67x

22.16x

21.71x

20.79x

      For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of our income before income taxes, including minority interests, and fixed charges. “Fixed charges” consist of interest on indebtedness, amortization of deferred financing costs, and an estimated amount of rental expense that is deemed to be representative of the interest factor.

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CAPITALIZATION

      The following table sets forth:

	•	our actual consolidated capitalization as of June 30, 2003; and
	•	our consolidated capitalization as of June 30, 2003, as adjusted to reflect the sale of the old notes and the application of the proceeds therefrom (without giving effect to underwriting discounts and estimated expenses of the offering) to pay down the indebtedness outstanding at June 30, 2003 under our $300 million amended and restated revolving credit agreement. Our $300 million facility has since been replaced by our new $200 million revolving credit facility, and we used a portion of the net proceeds from the sale of the old notes to pay down all amounts outstanding under our $300 million facility on the closing date of the sale of the old notes, as described in “Use of Proceeds.”

      You should read this information together with “Use of Proceeds” and the consolidated financial statements and related notes incorporated by reference in this prospectus. The numbers shown below are in thousands except par values and numbers of shares.

				As of June 30, 2003
				Actual				As adjusted
Cash and cash equivalents				$	39,819			$	54,819
Long-term debt:
	Borrowings under revolving credit facilities				185,000				—
	Notes, 4.75% due 2008.				—				200,000
		Total long-term debt			185,000				200,000
Shareholders’ equity:
	Preferred Stock, $0.01 par value; 100,000,000 shares authorized; none issued and outstanding				—				—
	Common Stock, $0.01 par value; 300,000,000 shares authorized; 69,506,601 issued and 66,167,548 outstanding				695				695
	Paid-in capital				248,362				248,362
	Retained earnings				175,712				175,712
	Deferred compensation				(12,690	)			(12,690	)
	Accumulated other comprehensive loss				(85,884	)			(85,884	)
	Treasury stock, at cost, 3,339,053 shares				(72,530	)			(72,530	)
Total shareholders’ equity					253,665				253,665
Total liabilities and shareholders’ equity				$	769,069			$	784,069

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DESCRIPTION OF CERTAIN INDEBTEDNESS

      The following description of some important terms of some of our indebtedness does not purport to be complete and does not contain all the information that is important to you. For a more complete understanding of our indebtedness, we encourage you to obtain and read the agreements and documents governing our credit facilities and the synthetic leases, all of which we will provide to you upon your request to our Vice President of Investor Relations. See “Where You Can Find More Information.”

Credit Facilities

	Revolving Credit Facility

      On July 6, 2001, we entered into an amended and restated revolving credit agreement with SunTrust Bank and certain other lenders. The credit agreement initially provided for an aggregate of $400 million in borrowings, consisting of a $100 million 364-day facility and a three-year $300 million facility. In June 2003, we signed an extension of the $300 million multi-year facility, extending that facility through June 2005. We did not renew the $100 million 364-day facility upon its expiration in 2002. As of September 3, 2003, we entered into an agreement with SunTrust Bank and certain other lenders, which replaced our $300 million credit facility with a new $200 million revolving credit facility effective as of the closing date of the sale of the old notes. Our new facility, which provides us with the option to select an interest rate for borrowings under the facility tied to the prime rate, LIBOR plus 100 basis points or the federal funds rate plus 50 basis points, has substantially the same terms as the $300 million facility it replaced, except that our domestic subsidiaries are not required to guarantee our borrowings under the new facility. The new facility contains various covenants and restrictions, including, among other things, limitations on the ability to incur subsidiary indebtedness, to grant liens, to undertake certain mergers, to liquidate, to make certain investments and acquisitions, to pay dividends and redeem shares, to dispose of assets, and to enter into agreements that restrict us or our subsidiaries from granting liens, or restrict our subsidiaries from paying dividends or making distributions with respect to their shares, repaying loans or advances from us, guaranteeing our indebtedness, or transferring assets to us. The terms of the new facility also require us to maintain certain leverage and fixed charge coverage ratios. Our borrowings under this facility are unsecured and will rank on parity in right of payment with the new notes and all of our other unsecured and unsubordinated indebtedness from time to time outstanding. The amount outstanding under the $300 million facility was $185.0 million as of June 30, 2003 and $188.6 million as of August 29, 2003.

	$100,000,000 Credit Agreement

      On June 29, 2001, we entered into a credit agreement with Wachovia Bank, National Association, formerly known as First Union National Bank, which initially provided us with a $130 million 364-day facility that we use for purposes of financing our customers’ shortfalls in the daily funding requirements associated with our credit and debit card settlement operations. We have renewed this facility each year, and unless it is renewed again for an additional 364-day term, it will expire in June 2004. We renewed this facility in June 2003, in the amount of $100 million. The credit agreement provides us with the option to select an interest rate for borrowings under this facility tied to the prime rate, LIBOR plus 100 basis points, or the federal funds rate plus 125 basis points. The credit agreement contains various covenants and restrictions, including, among other things, limitations on the ability to incur subsidiary indebtedness, to grant liens, to undertake certain mergers, to liquidate, to make certain investments and acquisitions, to pay dividends and redeem shares, and to dispose of certain assets. The terms of the credit agreement also require us to maintain certain leverage and fixed charge coverage ratios. Our borrowings under this facility, which have not been guaranteed by any of our subsidiaries, are unsecured and will rank on parity in right of payment with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. The amount outstanding under this facility was $68.1 million as of June 30, 2003. No amounts thereunder were outstanding as of July 31, 2003. Amounts borrowed on this facility are generally repaid within one to two days. The outstanding amounts on this facility are included in settlement payables in the consolidated balance sheets.

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Synthetic Lease Arrangements

	St. Petersburg, Florida

      In 1999, we entered into a synthetic lease arrangement with respect to our facilities in St. Petersburg, Florida, which expires in 2009. The aggregate value of our building and land at that site when we entered this arrangement was $23.2 million. Subject to the satisfaction of certain conditions, we have the option to acquire this leased property at its original cost, or to direct the sale of this facility to a third party. We have provided a guarantee to the lessor that the proceeds from a sale of the facility to a third party will equal or exceed a certain percentage of the original fair market value of the leased property. Our maximum exposure under this guarantee is approximately $18.1 million.

      Effective July 1, 2003, we began consolidating this lease arrangement into our consolidated financial statements in accordance with FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51.” See our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 for further information.

	Madison, Wisconsin

      In 2003, we amended our synthetic lease arrangement with respect to our facilities in Madison, Wisconsin, which expires in 2009. The aggregate value of our building and land at that site when we entered this arrangement was $10.4 million. Subject to the satisfaction of certain conditions, we have the option to acquire this leased property at its original cost, or to direct the sale of this facility to a third party. We had previously provided a guarantee to the lessor that the proceeds from a sale of the facility to a third party would equal or exceed a certain percentage of the original fair market value of the leased property. Our maximum exposure under this guarantee was approximately $8.3 million.

Company and Subsidiary Liabilities

      As of June 30, 2003, our total liabilities (including indebtedness under our $300 million amended and restated revolving credit facility and our residual value guarantees under our synthetic lease arrangements, but excluding the liabilities of our subsidiaries and all intercompany amounts) were approximately $308.5 million. See “— Credit Facilities — Revolving Credit Facility” and “— Synthetic Lease Arrangements.”

      As of June 30, 2003, our subsidiaries had approximately $233.3 million of total liabilities (including trade payables but excluding intercompany amounts), as to which the new notes will be effectively subordinated.

      As of June 30, 2003, our total liabilities as set forth above included outstanding indebtedness of $185.0 million under our $300 million amended and restated revolving credit agreement. The total liabilities of our subsidiaries as of June 30, 2003, as set forth above, do not include the obligations of our domestic subsidiaries under their guarantees of the $300 million facility or a guarantee of approximately $8.3 million under our synthetic lease arrangement with respect to our facilities in Madison, Wisconsin, which guarantees were outstanding on June 30, 2003, but were released effective as of the closing date of the sale of the old notes. See “— Credit Facilities — Revolving Credit Facility” and “— Synthetic Lease Arrangements.”

      The indenture does not restrict the amount of unsecured indebtedness that we may incur, with which the new notes will rank equally, or the amount of indebtedness (including obligations under guarantees) that our subsidiaries may incur, as to which the new notes will be effectively subordinated. Our new $200 million revolving credit facility permits direct loans to our wholly-owned consolidated subsidiaries which are required to be guaranteed by us.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      We issued the old notes on September 10, 2003 in a transaction exempt from or not subject to the registration requirements of the Securities Act. Concurrently, the initial purchasers of the old notes offered and resold the old notes to investors believed to be “qualified institutional buyers” and non-U.S. persons in reliance on Rule 144A and Regulation S under the Securities Act.

      As a condition to the initial sale of the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes pursuant to which we agreed to:

	•	file with the SEC, on or prior to January 8, 2004, a registration statement under the Securities Act with respect to the issuance of the new notes in an exchange offer;
	•	use our reasonable best efforts to cause the SEC to declare the registration statement effective under the Securities Act not later than February 9, 2004;
	•	use our reasonable best efforts to cause the registration statement to remain effective until the closing of the exchange offer; and
	•	use our reasonable best efforts to complete the exchange offer not later than March 8, 2004.

      We agreed to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. The filing of the registration statement is intended to satisfy some of our obligations under the registration rights agreement. We are also obligated to file a shelf registration statement with the SEC under certain circumstances pursuant to the registration rights agreement. See “— Shelf Registration Statement” below. If we fail to comply with specified obligations under the registration rights agreement, we must pay liquidated damages to the holders of the notes. See “— Additional Interest” below.

      The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on the trustee’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by DTC who desires to deliver the old notes by book-entry transfer at DTC.

Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept any and all old notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date. You should read “— Expiration Date, Extensions, Termination, and Amendments” below for an explanation of how the expiration date may be extended. Upon satisfaction or waiver of all of the conditions to the exchange offer, we will issue, promptly after the expiration date, an aggregate principal amount of up to $200 million of new 4.75% notes due 2008, in exchange for a like principal amount of outstanding old notes tendered and accepted in connection with the exchange offer. The new notes issued in connection with the exchange offer will be delivered on the earliest practicable date following the expiration date. Holders may tender some or all of their old notes in connection with the exchange offer but only in $1,000 increments of principal amount. The exchange is not conditioned upon any number or aggregate principal amount of old notes being tendered.

      The form and terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act and are issued free from any transfer restrictions or any covenant regarding registration. The new notes will evidence the same debt as the old notes and will be issued under the same indenture and be entitled to the same benefits under that indenture as the old notes being exchanged. As of the date of this prospectus, $200 million in aggregate principal amount of the old notes is outstanding. Old notes accepted for exchange will be retired and cancelled and not reissued.

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      In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC. Except as described in “Description of the New Notes — Book-Entry System, Delivery, and Form,” we will issue the new notes in the form of global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC.

      Solely for reasons of administration, we have fixed the close of business on                     ,                     , as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the old notes entitled to participate in the exchange offer.

      Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the requirements of the registration rights agreement and the applicable requirements of the Securities Exchange Act and the related SEC rules and regulations.

      Old notes that are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued. However, some registration and other rights under the registration rights agreement will terminate, and holders of the old notes generally will not be entitled to any registration rights under the exchange and registration rights agreement, subject to limited exceptions. See “— Consequences of Failing to Properly Tender Old Notes in the Exchange Offer” and “— Shelf Registration Statement” below.

      Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept all old notes properly tendered and will issue the new notes promptly after the expiration date. See “— Conditions to the Exchange Offer” below.

      We will be considered to have accepted validly tendered old notes if and when we have given written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us.

      If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus, or otherwise, we will return the old notes, without expense, to the tendering holder as promptly as possible after the expiration date.

      Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on the exchange of old notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. See “— Fees and Expenses” below.

Expiration Date, Extensions, Termination, and Amendments

      The expiration date for the exchange offer is 5:00 p.m., New York City time, on                     ,           . We may, however, in our sole discretion, extend the period of time that the exchange offer is open, in which case the term “expiration date” for the exchange offer shall mean the latest date and time to which the exchange offer is extended.

      We expressly reserve the right, at any time, to extend the period of time that the exchange offer is open, and delay acceptance for exchange of any old notes, by giving oral or written notice of an extension to the holders of old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

      We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes, upon the occurrence of any of the conditions of the exchange offer specified under “— Conditions to the Exchange Offer” below. We will give oral or written notice of any extension,

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Interest on the New Notes

      The new notes will accrue interest on the same terms as the old notes at the rate of 4.75% per year from September 10, 2003, payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2004. Old notes accepted for exchange will not receive accrued interest thereon at the time of exchange. However, each new note will bear interest from September 10, 2003.

Resale of the New Notes

      Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold, or otherwise transferred by a holder under U.S. federal securities laws without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

	•	the holder is acquiring the new notes in the ordinary course of business for investment purposes;
	•	the holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution of the new notes (within the meaning of the Securities Act);
	•	the holder is not a broker-dealer who purchased the old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and
	•	the holder is not an “affiliate” of ours as defined in Rule 405 under the Securities Act.

      If you wish to participate in the exchange offer, you must represent to us in the letter of transmittal or through DTC’s ATOP that the conditions above have been met. However, we do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer. Therefore, if you transfer any new note delivered to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new notes from such requirements, you may incur liability under the Securities Act. We do not assume this liability or indemnify you against this liability, but we do not believe this liability would exist if the above conditions are met.

      If any holder is an affiliate of ours or is engaged in or intends to engage in, or has any arrangement or understanding with respect to, the distribution of the new notes to be acquired pursuant to the exchange offer, that holder:

	•	may not rely on the applicable interpretations of the staff of the SEC; and
	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

      Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

      Except as described above, this prospectus may not be used for an offer to resell, a resale, or other transfer of new notes.

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      The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Conditions to the Exchange Offer

      Our obligation to consummate the exchange offer is not subject to any conditions, other than that the exchange offer does not violate any applicable law or SEC staff interpretation. Accordingly, we will not be required to accept for exchange or to issue new notes in exchange for any old notes, and may terminate or amend the exchange offer if, at the expiration date:

	•	any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the exchange offer that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer; or
	•	any law, statute, rule, or regulation, order, or SEC staff interpretation is proposed, adopted, enacted, entered, or issued that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer.

      The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion, in whole or in part, at any time and from time to time. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of these rights, and these rights shall be considered ongoing rights that may be asserted at any time and from time to time. Our determination of the satisfaction or waiver of these conditions will be made on or before the expiration date. We will not accept any of the old notes for exchange unless all of the conditions listed above have been satisfied or waived prior to the expiration date.

      If we determine in our reasonable discretion that any of the conditions are not satisfied at the expiration date we may:

	•	refuse to accept any old notes and return all tendered old notes to the tendering holders;
	•	extend the exchange offer and retain all old notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these old notes (See “— Withdrawal of Tenders” below); or
	•	waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

      If we waive or amend the foregoing conditions, we will, if required by applicable law, extend the exchange offer for a minimum of five business days from the date on which we first give notice, by public announcement or otherwise, of such waiver or amendment, if the exchange offer would otherwise expire within that five business-day period. Our determination concerning the events described above will be final and binding upon all parties.

Procedures for Tendering

      Unless the tender is made in book-entry form, to tender old notes in the exchange offer a holder must:

	•	complete, sign, and date the appropriate letter of transmittal, or a facsimile of it;
	•	have the signatures guaranteed if required by the relevant letter of transmittal; and
	•	mail or otherwise deliver the letter of transmittal or the facsimile, the old notes, and any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

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      Any institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes through DTC’s ATOP, which enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders offered through ATOP.

      The tender by a holder of old notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

      The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their brokers, dealers, commercial banks, trust companies, or nominees to effect the tenders for them.

      Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender its old notes should contact the registered holder promptly and instruct the registered holder to tender the old notes on behalf of the beneficial owner. If the beneficial owner wishes to tender the old notes on its own behalf, the owner must, prior to completing and executing the appropriate letter of transmittal and delivery of its old notes, either make appropriate arrangements to register ownership of the old notes in its name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable period of time.

      Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 under the Securities Exchange Act unless the old notes are tendered:

	•	by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
	•	for the account of an eligible guarantor institution.

      If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

      If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, these persons should so indicate when signing and, unless the requirement is waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

      We will determine all questions as to the validity, form, eligibility (including time of receipt), and acceptance and withdrawal of tendered old notes in our sole discretion. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities, or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a time period determined by us.

      Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, none of we, the exchange agent, or any other person has any duty to give this notice or will incur any liability for failure to give this notice. Tenders of old notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not

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      In addition, we reserve the right, as set forth above under the caption “— Conditions to the Exchange Offer,” to terminate the exchange offer with respect to the old notes.

      By tendering old notes, each holder represents to us, among other things, that:

	•	the new notes acquired in the exchange offer are being obtained in the ordinary course of business for investment purposes of the person receiving the new notes;
	•	neither the holder, nor any person designated by the holder to receive new notes in the exchange offer is engaged in, intends to engage in, and has any arrangement or understanding with any person to participate in the distribution of the new notes (within the meaning of the Securities Act); and
	•	neither the holder nor any person designated by the holder to receive new notes in the exchange offer is an “affiliate” of ours as defined in Rule 405 under the Securities Act.

      If the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes, it will acknowledge that it acquired the old notes as the result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

Guaranteed Delivery Procedures

      A holder who wishes to tender its old notes and:

	•	whose old notes are not immediately available;
	•	who cannot deliver the holder’s old notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date; or
	•	who cannot complete the procedures for book-entry transfer before the expiration date,

      may effect a tender if:

	•	the tender is made through an eligible guarantor institution;
	•	before the expiration date, the exchange agent receives from the eligible guarantor institution:

	•	a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail, or hand delivery,
	•	the name and address of the holder, and
	•	the certificate number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the appropriate letter of transmittal and the certificates representing the old notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

	•	the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

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      To withdraw a tender of old notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

	•	specify the name of the person who deposited the old notes to be withdrawn;
	•	identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes;
	•	be signed by the depositor in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing the tender; and
	•	specify the name in which any old notes are to be registered, if different from that of the depositor.

      We will determine all questions as to the validity, form, and eligibility (including time of receipt) of withdrawal notices. Any old notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no new notes will be issued in exchange for these old notes unless the old notes withdrawn are validly re-tendered. Any old notes that have been tendered but are not accepted for exchange or are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following one of the procedures described above under the caption “— Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

      SunTrust Bank is the exchange agent for the exchange offer. You should direct any questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal, and requests for notice of guaranteed delivery to the exchange agent, addressed as follows:

By Registered or Certified Mail or

SunTrust Bank

To Confirm by Telephone: (404) 588-7063

      SunTrust Bank also serves as trustee under the indenture.

Fees and Expenses

      We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. We will pay some other expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent as well as accounting and legal fees.

      Holders who tender their old notes for exchange will not be obligated to pay transfer taxes. If, however:

	•	new notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered;
	•	tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

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	•	a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer,

then the amount of any transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of these taxes or exemption from them is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

      The new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. The expenses of the exchange offer will be amortized by us over the term of the new notes.

Consequences of Failing to Properly Tender Old Notes in the Exchange Offer

      Issuance of the new notes in exchange for the old notes under the exchange offer will be made only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal, and all other required documents. Therefore, holders desiring to tender old notes in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities to tenders of old notes. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act, and, upon completion of the exchange offer, certain registration rights under the registration rights agreement will terminate.

      In the event the exchange offer is completed, we generally will not be required to register the remaining old notes, subject to limited exceptions. See “— Shelf Registration Statement” below. Remaining old notes will continue to be subject to the following restrictions on transfer:

	•	the remaining old notes may be resold only if registered pursuant to the Securities Act, if an exemption from registration is available, or if neither registration nor an exemption is required by law, and
	•	the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

      We do not currently anticipate that we will register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with the exchange offer, any trading market for remaining old notes could be adversely affected.

Shelf Registration Statement

      The registration rights agreement requires us to take additional action in the following circumstances:

	•	if the exchange offer is not consummated by March 8, 2004; or
	•	if, within 20 days after consummation of the exchange offer, any holder of old notes, other than certain broker-dealers, requests that we register its old notes, and such holder:

	•	was prohibited by applicable law or by the staff of the SEC from participating in the exchange offer;
	•	may not resell the new notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for resales by such holder; or
	•	is a broker-dealer holding Registrable Notes, as defined below, acquired directly from us or one of our affiliates.

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      In each of these circumstances, we would be required to:

	•	file a shelf registration statement with the SEC on or prior to 30 days after the earlier to occur of:

	•	the day on which we receive notice from a holder entitled to request registration in accordance with the foregoing paragraph; and
	•	March 8, 2004;

	•	use our reasonable best efforts to cause the shelf registration statement to be declared effective by the SEC no later than the 90th day after the date on which we are required to file such shelf registration; and
	•	use our reasonable best efforts to keep the shelf registration statement continuously effective for a period of two years after the latest date on which any notes are originally issued or (one year, if it is filed at the request of a holder of notes), if earlier, until all the Registrable Notes covered by the shelf registration statement are sold thereunder, become eligible for resale pursuant to Rule 144 under the Securities Act, or cease to be Registrable Notes.

      Notwithstanding the foregoing, we may, by notice to holders of Registrable Notes, suspend the availability of a shelf registration statement and the use of the related prospectus, if:

	•	such action is required by applicable law;
	•	our board of directors determines in good faith that it is in our best interests to refrain from disclosing the existence of or facts surrounding any proposed or pending material corporate transaction; or
	•	the existence of any fact or the happening of any event that makes any statement of a material fact made in the shelf registration statement or the related prospectus untrue or requires the making of any changes in or additions to the registration statement or related prospectus to make the statements therein not misleading.

      The period for which we are obligated to keep a shelf registration statement continuously effective will be extended by the period of such suspension. Each holder of Registrable Notes will be required to discontinue disposition of Registrable Notes pursuant to the shelf registration statement upon receipt from us of notice of any events described in the preceding paragraph or certain other events specified in the registration rights agreement.

      A shelf registration statement will permit only certain holders to resell their old notes from time to time. In particular, these holders must:

	•	provide certain information in connection with the shelf registration statement; and
	•	agree in writing to be bound by all provisions of the registration rights agreement (including certain indemnification obligations).

      A holder who sells old notes pursuant to a shelf registration statement will be required to be named as a selling securityholder in the prospectus and to deliver a copy of the prospectus to purchasers. If we are required to file a shelf registration statement, we will provide to each holder of the notes copies of the prospectus that is a part of the shelf registration statement and notify each of these holders when the shelf registration statement becomes effective. These holders will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement which are applicable to these holders (including certain indemnification obligations).

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      “Registrable Notes” means the old notes; provided, however, that any old notes shall cease to be Registrable Notes when:

	•	a shelf registration statement with respect to such old notes shall have been declared effective under the Securities Act and such old notes shall have been disposed of pursuant to the shelf registration statement;
	•	such old notes shall have been sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act;
	•	such old notes shall have ceased to be outstanding; or
	•	such old notes have been exchanged for new notes which have been registered pursuant to the exchange offer registration statement upon consummation of the exchange offer, subject to certain exceptions.

Additional Interest

      If a Registration Default (as defined below) occurs, then we will be required to pay additional interest to each holder of Registrable Notes. During the first 90-day period that a Registration Default occurs and is continuing, we will pay additional interest on the Registrable Notes at a rate of 0.25% per year. If a Registration Default occurs and is continuing for a period of more than 90 days, then the amount of additional interest we are required to pay on the Registrable Notes will increase, effective from and after the 90th day in that period, by an additional 0.25% per year until all Registration Defaults have been cured. However, in no event will the rate of additional interest exceed 0.50% per year and we will not be required to pay additional interest for more than one Registration Default at a time. This additional interest will accrue only for those days that a Registration Default occurs and is continuing. All accrued additional interest will be paid to the holders of the notes in the same manner as interest payments on the notes, with payments being made on the interest payment dates for the notes. Following the cure of all Registration Defaults, no more additional interest will accrue unless a subsequent Registration Default occurs. Additional interest will not be payable on any notes other than Registrable Notes.

      A “Registration Default” will occur if:

	•	we fail to file a shelf registration statement required by the registration rights agreement on or before the date specified for that filing;
	•	any shelf registration statement is not declared effective by the SEC on or prior to the date specified for its effectiveness;
	•	we fail to complete the exchange offer on or prior to March 8, 2004; or
	•	any shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the notes during the periods specified in the registration rights agreement, except during limited periods as a result of the exercise by us of our right to suspend use of the shelf registration statement and the related prospectus as described under “— Shelf Registration Statement” above.

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DESCRIPTION OF THE NEW NOTES

      You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” In this description, the words “we” and “our” refer to Certegy Inc. only, and do not include any subsidiaries of Certegy Inc.

      The old notes were, and the new notes will be, issued under an indenture dated as of September 10, 2003 between us and SunTrust Bank, as trustee. As described under “The Exchange Offer — Purpose and Effect of the Exchange Offer,” we have agreed to file this registration statement enabling holders to exchange the old notes for the publicly registered new notes. The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that:

	•	the new notes will bear a different CUSIP number from the old notes;
	•	the new notes have been registered under the Securities Act and therefore will not bear legends restricting their transfer; and
	•	holders of the new notes will not be entitled to certain rights of holders of old notes under the registration rights agreement, including provisions which provide for an increase in the interest rate of the old notes in certain circumstances relating to the timing of the exchange offer.

      The new notes will evidence the same debt as the old notes. Upon issuance of the new notes, the indenture will be subject to and governed by the Trust Indenture Act of 1939. The old notes and the new notes will constitute a single series of securities under the indenture and therefore will vote together as a single class for purposes of determining whether holders of the requisite percentage in aggregate principal amount thereof have taken actions or exercised rights they are entitled to take or exercise under the indenture.

      Because this section is a summary, it does not describe every aspect of the indenture. We urge you to read the indenture because it, and not this description, defines your rights as holders of the new notes. You may obtain a copy of the indenture by requesting one from us or the trustee. Certain capitalized terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

Principal, Maturity, and Interest

      The new notes:

	•	will mature on September 15, 2008, unless redeemed prior to that date, as described under “— Optional Redemption;”
	•	will be issued in the aggregate principal amount of $200 million, subject to our ability to issue additional new notes;
	•	will be issued in denominations of $1,000 and integral multiples of $1,000; and
	•	will be represented by one or more registered new notes in global form, but in certain circumstances may be represented by definitive new notes in registered certificated form.

      Interest on the new notes:

	•	will accrue at the rate of 4.75% per year;
	•	will be payable semi-annually in arrears on March 15 and September 15, commencing on March 15, 2004;
	•	will be paid to the persons who are the registered holders of the new notes on the March 1 and September 1 immediately preceding the related interest payment date;

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	•	will accrue from the date of original issuance or, if interest has already been paid, from the date to which it was most recently paid; and
	•	will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Ranking

      The new notes will constitute our direct, unsecured, unconditional, and unsubordinated obligations and will at all times rank equally among themselves and, subject to such obligations as are mandatorily preferred by law, with all of our other present and future unsecured and unsubordinated obligations.

      We are a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. As a result:

	•	we will rely on distributions of earnings or other payments by our subsidiaries to make payments of principal, premium, if any, and interest on the new notes; and
	•	the new notes will be structurally subordinated to all liabilities of our subsidiaries, including trade payables.

      Any right of ours to receive assets of any of our subsidiaries upon their liquidation or reorganization (and the consequent right of the holders of the new notes to participate in these assets) will be effectively subordinated to the claims of that subsidiary’s creditors (including trade creditors), except to the extent that we are recognized as a creditor of such subsidiary, in which case our claims would still be subordinate to any security interests in the assets of such subsidiary and any indebtedness of such subsidiary senior to that held by us.

      As of June 30, 2003, our total liabilities (including indebtedness under our $300 million amended and restated revolving credit facility and our residual value guarantees under our synthetic lease arrangements, but excluding the liabilities of our subsidiaries and all intercompany amounts) were approximately $308.5 million. See “Description of Certain Indebtedness — Credit Facilities — Revolving Credit Facility” and “— Synthetic Lease Arrangements.”

      As of June 30, 2003, our subsidiaries had approximately $233.3 million of total liabilities (including trade payables but excluding intercompany amounts), as to which the new notes will be effectively subordinated.

      As of June 30, 2003, our total liabilities as set forth above included outstanding indebtedness of $185.0 million under our $300 million amended and restated revolving credit agreement. As of September 3, 2003, we entered into an agreement with SunTrust Bank and certain other lenders, which replaced our $300 million revolving credit facility with a new $200 million revolving credit facility effective as of the closing date of the sale of the old notes. Our new $200 million facility has substantially the same terms as the $300 million facility, except that our domestic subsidiaries are not required to guarantee our borrowings under the new facility. The total liabilities of our subsidiaries as of June 30, 2003, as set forth above, do not include the obligations of our domestic subsidiaries under their guarantees of the $300 million facility or a guarantee of approximately $8.3 million under our synthetic lease arrangement with respect to our facilities in Madison, Wisconsin, which guarantees were outstanding on June 30, 2003, but were released effective as of the closing date of the sale of the old notes. See “Description of Certain Indebtedness — Credit Facilities — Revolving Credit Facility” and “— Synthetic Lease Arrangements.”

      We used a portion of the net proceeds from the sale of the old notes to pay off all amounts outstanding under our $300 million revolving credit facility on the closing date of the sale of the old notes. See “Use of Proceeds” and “Capitalization.”

      The indenture does not restrict the amount of unsecured indebtedness that we may incur, with which the new notes will rank equally, or the amount of indebtedness (including obligations under guarantees) that our subsidiaries may incur, as to which the new notes will be effectively subordinated. Our new

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Optional Redemption

      We will have the option to redeem the new notes, in whole or from time to time in part, at a price equal to the sum of 100% of the aggregate principal amount of the new notes being redeemed, the Make-Whole Amount (as defined below), if any, and unpaid interest on the new notes being redeemed accrued to the redemption date. We will, however, pay the interest installment due on any interest payment date that occurs on or before a redemption date to the holders of the new notes as of the close of business on the record date immediately preceding that interest payment date.

      We will give notice of any redemption of any new notes to holders of the new notes to be redeemed at their addresses, as shown in the register of the new notes, not more than 60 days nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the aggregate principal amount of the new notes to be redeemed and the redemption price.

      If we choose to redeem less than all of the new notes, we will notify the trustee at least 45 days before giving notice of redemption, or such shorter period as is satisfactory to the trustee, of the aggregate principal amount of new notes to be redeemed and the redemption date. The trustee will select, by lot or in such other random manner as it may deem fair and appropriate, the new notes to be redeemed in part.

      If we have given notice as provided in the indenture and made funds available for the redemption of any new notes called for redemption on the redemption date referred to in that notice, those new notes will cease to bear interest on that redemption date and the only right of the holders of those new notes will be to receive payment of the redemption price.

No Mandatory Redemption; No Sinking Fund

      No mandatory redemption obligation will be applicable to the new notes. The new notes will not be subject to, or have the benefit of, a sinking fund.

Certain Covenants

	Limitation on Liens

      Under the indenture, subject to the exceptions described below, we may not, nor may we permit or cause any Subsidiary to, directly or indirectly create or assume, except in favor of us or one of our Wholly-Owned Subsidiaries, any Lien upon any Principal Facility or any stock of any Subsidiary or Indebtedness owed by any Subsidiary to us or any other Subsidiary without equally and ratably securing the new notes and any of our other Indebtedness entitled to such security. This restriction does not apply to certain permitted Liens as described in the indenture, including any:

	•	purchase money or construction Lien entered into or for which commitments from unaffiliated third parties are received within 360 days after the acquisition or construction of the property securing such Lien;
	•	Lien existing on acquired property at the time of acquisition;
	•	Lien existing on the property, shares of stock, or Indebtedness of a corporation at the time such corporation becomes our Subsidiary;
	•	conditional sales agreement or other title retention agreement with respect to any property acquired or constructed after the date of the indenture;
	•	Lien extending, renewing, or refunding any of the categories of permitted Liens listed above, so long as the principal amount of Indebtedness then secured is not increased and such new Lien is limited to the same property that secured the existing Lien;

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	•	Lien for taxes, assessments, or governmental charges or levies not then due and delinquent, or the validity of which is being contested in good faith, and against which an adequate reserve has been established;
	•	Lien created in connection with pledges or deposits to secure public or statutory obligations, or to secure performance in connection with bids or contracts;
	•	materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s or any other similar Lien, or Lien created in connection with deposits to obtain the release of such Liens;
	•	Lien created in connection with deposits to secure surety, stay, appeal, or customs bond;
	•	Lien created by, or resulting from, any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings;
	•	lease, right of reverter, other possessory rights of the lessor thereunder, zoning restriction, easement, right-of-way, or other restriction on the use of real property or minor irregularities in the title thereto, and any other similar Lien, the existence of which does not, in our opinion, materially impair our use or a Subsidiary’s use of the affected property in the operation of our business, or the value of such property for the purposes of such business;
	•	Lien arising in connection with any contracts for production, research, or development with or made at the request of certain governmental entities;
	•	Lien in favor of certain governmental entities, senior to all other Liens, on any equipment, tools, machinery, land, or buildings constructed, installed, or purchased by us or a Subsidiary after the date of the indenture primarily for the purpose of manufacturing, producing any product, or performing any development work, directly or indirectly, for certain governmental entities, securing indebtedness incurred for the construction, installation, or purchase of such equipment, tools, machinery, land, or buildings; and
	•	Lien created after the date of the indenture on any property leased to, or purchased by, us after the date of the indenture and securing, directly or indirectly, obligations issued by certain governmental entities to finance the cost of acquisition or construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor to such provision), as in effect at the time of the issuance of such obligations.

      We are permitted, however, and we may permit any Subsidiary, to create or assume any Lien not otherwise permitted under this covenant if the sum of the Indebtedness secured by such Liens plus the aggregate sales price (or if greater, fair market value) of property involved in the first category of permitted sale and leaseback transactions referred to under “— Limitation on Sale and Leaseback Transactions” below does not exceed 15% of Consolidated Stockholders’ Equity.

	Limitation on Sale and Leaseback Transactions

      The indenture provides that neither we nor any of our Subsidiaries may sell or transfer (except to us or one or more of our Wholly-Owned Subsidiaries, or both) any Principal Facility owned on the date of the indenture with the intention of taking back a lease of such property, other than a lease for a temporary period (not exceeding 36 months), unless, after giving effect to such sale or transfer:

	•	the sum of (X) the aggregate sale price (or if greater, fair market value) of all property involved in such sale transactions not otherwise permitted under the following clause, plus (Y) all Indebtedness secured by the category of permitted Liens referred to in the last paragraph under “— Limitation on Liens,” does not exceed 15% of Consolidated Stockholders’ Equity; or
	•	the greater of the net proceeds of such sale or the fair market value of such Principal Facility (which may be conclusively determined by our board of directors, as reflected in a duly approved

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		resolution) are applied within 120 days to the optional retirement of new notes or to the optional retirement of our other Funded Debt ranking on a parity with the new notes.

	Merger, Consolidation, or Sale of Assets

      The indenture prohibits us from consolidating with or merging into any other person or selling, conveying, leasing, or otherwise transferring our properties substantially as an entirety to any person, unless:

	•	our successor corporation is a corporation organized and existing under the laws of the United States or any State or the District of Columbia and expressly assumes by a supplemental indenture the due and punctual payment of the principal of, and premium, if any, and interest on all the new notes and the performance of every covenant of the indenture to be performed or observed by us;
	•	immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing;
	•	if, as a result of any such transaction, our properties or assets, or the properties or assets of one or more of our Subsidiaries, would become subject to any Lien which would not otherwise be permitted by the indenture without making effective provision whereby the new notes and any of our other Indebtedness then entitled to such security will be equally and ratably secured with any and all Indebtedness and obligations secured by such Lien, we or our successor, as the case may be, will take such steps as will be necessary effectively to secure all new notes equally and ratably with, or prior to, all Indebtedness secured by such Lien; and
	•	we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such transaction and such supplemental indenture comply with the indenture provisions and that we have complied with all conditions precedent in the indenture relating to such transaction.

      Upon any consolidation or merger with or into any other person or any conveyance, transfer, or lease of our properties and assets substantially as an entirety to any person, the successor person shall succeed to, and be substituted for, us under the indenture and the new notes and we shall be relieved of all obligations and covenants under the indenture and the new notes to the extent we were the predecessor person.

Certain Definitions

      “Consolidated Stockholders’ Equity” means, at any given time, the total shareholders’ equity of us and our consolidated Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles, as of the end of our most recently completed fiscal quarter for which financial information is then publicly available.

      “Funded Debt” means any Indebtedness for money borrowed, created, issued, incurred, assumed, or guaranteed which would, in accordance with generally accepted accounting principles, be classified as longterm debt, but in any event including all Indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities).

      “Indebtedness” means:

	•	any liability of any person for borrowed money, or evidenced by a bond, note, debenture, or similar instrument (including purchase money obligations but excluding Trade Payables), or for the payment of money relating to a lease that is required to be classified as a capitalized lease obligation in accordance with generally accepted accounting principles;

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	•	any of the foregoing liabilities of another that a person has guaranteed, that is recourse to such person, or that is otherwise its legal liability;
	•	preferred or preference stock of one of our Subsidiaries held by anyone other than us or one of our Subsidiaries; and
	•	any amendment, supplement, modification, deferral, renewal, extension, or refunding of any liability of the types referred to in the foregoing clauses.

For purposes of this definition, to “guarantee” (or any correlative term) means to guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, all or any part of any Indebtedness.

      “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, or encumbrance of any kind in respect of such asset, whether or not filed, recorded, or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in, and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

      “Make-Whole Amount” means, in connection with any optional redemption, the excess, if any, of:

	•	the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount of interest, exclusive of interest accrued to the date of redemption, that would have been payable in respect of each such dollar if such redemption had not been made, determined by discounting, on a semiannual basis, such principal and interest at the Reinvestment Rate, determined on the third business day in The City of New York preceding the date notice of such redemption is given, from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the date of redemption, over
	•	the aggregate principal amount of the new notes being redeemed.

      “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

      “Principal Facility” means the real property, fixtures, machinery, and equipment relating to any facility owned by us or any of our Subsidiaries, except for any facility that, in the opinion of our board of directors, as reflected in a duly approved resolution, is not of material importance to the business conducted by us and our Subsidiaries, taken as a whole.

      “Reinvestment Rate” means 0.30% plus the arithmetic mean of the yields under the heading “Week Ending” published in the most recent Statistical Release under the caption “Treasury Constant Maturities” for the maturity, rounded to the nearest month, corresponding to the remaining life to maturity, as of the redemption date, of the principal of the new notes being redeemed. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury yield in the above manner, then the Treasury yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by us.

      “Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which reports yields on actively traded U.S. government securities adjusted to constant maturities, or, if such statistical release is not

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      “Subsidiary” means, with respect to us:

	•	any corporation of which at least a majority of the outstanding stock having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the directors of such corporation, is at the time, directly or indirectly, owned or controlled by us or by one or more of our Subsidiaries (or any combination thereof);
	•	any partnership of which we or one of our Subsidiaries is the sole general partner or the managing general partner;
	•	any partnership, the only general partners of which are us or one or more of our Subsidiaries (or any combination thereof); or
	•	any other business entity of which more than 50% of the total voting power of equity interests entitled, without regard to the occurrence of any contingency, to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by us or one or more of our Subsidiaries (or any combination thereof).

      “Trade Payables” means accounts payable or any other Indebtedness or monetary obligations to trade creditors created or assumed in the ordinary course of business in connection with the obtaining of materials or services.

      “Wholly-Owned Subsidiary” means a Subsidiary of which all of the outstanding voting stock (other than directors’ qualifying shares) is at the time, directly or indirectly, owned by us, or by one or more of our Wholly-Owned Subsidiaries (or any combination thereof).

Events of Default and Remedies

      An “Event of Default” with respect to the new notes will occur if:

	•	we default in the payment of interest on the new notes (including additional interest) when the same becomes due and payable and such default continues for a period of 30 days;
	•	we default in payment of the principal of or premium, if any, on, the new notes when the same becomes due and payable;
	•	we or any of our Subsidiaries fail, for 60 days after notice from the trustee or holders of at least 25% in principal amount of the new notes including additional new notes, if any, then outstanding, to comply with any of our other covenants or agreements in the indenture or the new notes;
	•	we or any of our Subsidiaries default in:

	—	the payment of any scheduled principal of or interest on any of our Indebtedness or any Indebtedness of any of our Subsidiaries (other than the new notes), aggregating more than $10.0 million in principal amount, when due and payable after giving effect to any applicable grace period, or
	—	the performance of any other term or provision of any of our Indebtedness or any Indebtedness of any of our Subsidiaries (other than the new notes) in excess of $10.0 million principal amount that results in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been rescinded or annulled, or such Indebtedness shall not have been discharged, within a period of 15 days after there has been given to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the new notes, a written notice specifying such default or defaults;

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	•	one or more judgments, decrees, or orders is entered against us or any of our Subsidiaries by a court from which no appeal may be or is taken for the payment of money, either individually or in the aggregate, in excess of $10.0 million, and such judgment, decree, or order remains unsatisfied and in effect for any period of 45 consecutive days after the amount thereof is due without a stay of execution; and
	•	certain events of bankruptcy or insolvency occur with respect to us or any of our Subsidiaries.

      In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to us or any of our Subsidiaries, all outstanding new notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding new notes may declare all the new notes to be due and payable immediately by notice in writing to us specifying the respective Event of Default.

      Except in cases of an Event of Default, where the trustee has special duties, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders, unless such holders have offered and, if requested, provided to the trustee satisfactory protection from any loss, liability, or expense. We also refer to this protection as an “indemnity.” No holder may bypass the trustee to bring a lawsuit or other formal legal action, or take other steps to enforce its rights or protect its interests with respect to the indenture or the new notes unless:

	•	such holder has previously given the trustee written notice that an Event of Default is continuing;
	•	holders of at least 25% in principal amount of the outstanding new notes have requested in writing that the trustee pursue the remedy;
	•	such holders have offered and, if requested, provided to the trustee indemnity satisfactory to the trustee against any loss, liability, or expense;
	•	the trustee has not complied with such request within 60 days after the receipt of the request and the offer and, if requested, the provision of indemnity; and
	•	the holders of a majority in principal amount of the outstanding new notes have not given the trustee a direction that is inconsistent with such request within such 60-day period.

      Subject to some restrictions, the holders of a majority in principal amount of the outstanding new notes are given the right to direct the time, method, and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The indenture provides that if an Event of Default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the same degree of care and skill that a prudent man would exercise or use under the circumstances in the conduct of his own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability.

      Because the indenture specifically provides that the trustee shall not be required under any provision of the indenture to expend or risk its own funds or incur any liability, the trustee will not be obligated to exercise any of its rights and powers under the indenture at the request of any holder of new notes unless such holder has offered the trustee satisfactory indemnity against any loss, liability, or expense. As a result, the trustee may refuse to act as requested, unless such holder agrees to provide indemnity satisfactory to the trustee as to its terms, coverage, duration, amount, and otherwise with respect to the costs, expenses, and liabilities the trustee may incur in compliance with such request or direction. As security for the indemnification obligations of a requesting holder, the trustee may require the holder to deposit funds into an escrow, post a bond or letter of credit, or secure a guaranty in favor of the trustee from a credit-worthy party.

      The indenture provides that if a default or an Event of Default occurs and is continuing and is known to the trustee, the trustee must mail to each holder notice of the default within 90 days after it occurs.

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      The holders of a majority in aggregate principal amount of the new notes then outstanding, by notice to the trustee, may on behalf of the holders of all of the new notes waive any existing default or Event of Default and its consequences under the indenture except a continuing default or Event of Default in the payment of interest or additional interest on, or the principal of, the new notes.

      We are required to deliver to the trustee an annual statement regarding compliance with the indenture. Upon becoming aware of any default or Event of Default, we are required to deliver to the trustee a statement specifying such default or Event of Default.

No Personal Liability of Directors, Officers, Employees, Incorporators, and Shareholders

      None of our directors, officers, employees, incorporators, or shareholders, as such, shall have any liability for any of our obligations under the new notes or the indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of new notes by accepting a new note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the new notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

      We may, at our option and at any time, elect to have all of our obligations discharged with respect to the outstanding new notes (“Legal Defeasance”) except for:

	•	the rights of holders of outstanding new notes to receive payments in respect of the principal of, or interest or premium and additional interest, if any, on, such new notes when such payments are due from the trust referred to below;
	•	our obligations with respect to the new notes concerning issuing temporary notes, registration of new notes, mutilated, destroyed, lost, or stolen new notes, and the maintenance of an office or agency for payment and holding money for payments held in trust;
	•	the rights, powers, trusts, duties, and immunities of the trustee, and our obligations in connection therewith; and
	•	the Legal Defeasance provisions of the indenture.

      In addition, we may, at our option and at any time, elect to have our obligations released with respect to the covenants described under “— Certain Covenants — Limitation on Liens” and “— Certain Covenants — Limitation on Sale and Leaseback Transactions” (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a default or Event of Default with respect to the new notes. If a Covenant Defeasance occurs, certain events relating to non-compliance with either or both of the covenants referred to above (not including non-payment, bankruptcy, receivership, and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the new notes.

      In order to exercise either the Legal Defeasance or the Covenant Defeasance option:

	•	we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the new notes, cash in U.S. dollars, non-callable government securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and additional interest, if any, on, the outstanding new notes on the stated maturity or on the applicable redemption date, as the case may be, and we must specify whether the new notes are being defeased to maturity or to a particular redemption date;

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	•	in the case of Legal Defeasance, we shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding new notes will not recognize income, gain, or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Legal Defeasance had not occurred;
	•	in the case of Covenant Defeasance, we shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding new notes will not recognize income, gain, or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Covenant Defeasance had not occurred;
	•	no default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;
	•	such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of or constitute a default under any material agreement or instrument (other than the indenture) to which we or any of our Subsidiaries is a party or by which we or any of our Subsidiaries is bound;
	•	we must have delivered to the trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy with respect to us between the date of deposit and the 91st day following the deposit and assuming that no holder is an “insider” of ours under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
	•	we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of new notes over our other creditors with the intent of defeating, hindering, delaying, or defrauding our creditors or the creditors of others; and
	•	we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that we have complied with all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance.

Amendment, Supplement, and Waiver

      Except as provided in the next three succeeding paragraphs, the indenture and the new notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the new notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, new notes), and any existing default or compliance with any provision of the indenture or the new notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding new notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, new notes).

      Without the consent of each holder affected, an amendment or waiver may not (with respect to any new notes held by a non-consenting holder):

	•	reduce the aggregate principal amount of outstanding new notes the consent of whose holders is necessary to an amendment, supplement or waiver;
	•	reduce the principal of or change the fixed maturity of any new note or alter the provisions, or waive any payment, with respect to the redemption of the new notes;
	•	reduce the rate of or change the time for payment of interest on any new note;

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	•	waive a default or Event of Default in the payment of principal of, or interest or premium, or additional interest, if any, on, the new notes (except a rescission of acceleration of the new notes by the holders of at least a majority in aggregate principal amount of the new notes and a waiver of the payment default that resulted from such acceleration);
	•	make any new note payable in money other than U.S. dollars;
	•	make any change in the provisions of the indenture relating to waivers of past defaults or the rights of holders of new notes to receive payments of principal of, or interest or premium, or additional interest, if any, on, the new notes; or
	•	make any change in the preceding amendment and waiver provisions.

      Notwithstanding the preceding, without the consent of any holder of new notes, we and the trustee may amend or supplement the indenture or the new notes:

	•	to cure any ambiguity, defect, or inconsistency;
	•	to provide for uncertificated notes in addition to or in place of certificated notes;
	•	to provide for the assumption of our obligations to holders of new notes in the case of a merger or consolidation or sale of all or substantially all of our assets;
	•	to make any change that would provide any additional rights or benefits to the holders of new notes or that does not adversely affect the legal rights under the indenture of any such holder;
	•	to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
	•	to provide for the issuance of additional new notes in accordance with the limitations set forth in the indenture; or
	•	to allow a Subsidiary to guarantee the new notes.

      Under our new $200 million revolving credit agreement, the indenture under which the new notes are to be issued may not be amended without the prior written consent of a majority in interest of the lenders under the $200 million facility.

Methods of Receiving Payments on the New Notes

      If a holder of the new notes has given us wire transfer instructions, we will pay all principal, interest, and premium, if any, on that holder’s new notes in accordance with those instructions. All other payments on new notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless we elect to make interest payments by check mailed to the holders at their addresses set forth in the register of new notes.

Paying Agent and Registrar for the New Notes

      The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the new notes, and we or any of our Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

      The new notes may be transferred or exchanged in accordance with the indenture. The registrar and the trustee may require a holder of the new notes, among other things, to furnish appropriate endorsements and transfer documents and we may require a holder to pay any taxes and fees required by law or permitted by the indenture. We are not required to transfer or exchange any new note selected for redemption. Also, we are not required to transfer or exchange any new note for a period of 15 days before a selection of new notes to be redeemed.

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Concerning the Trustee

      SunTrust Bank is the trustee under the indenture, the exchange agent in the exchange offer, and has been appointed as registrar and paying agent with regard to the new notes. We maintain banking and other business relationships in the ordinary course of business with SunTrust Bank and its affiliates. Affiliates of the trustee serve as trustee under various of our debt instruments and as administrative agent and a lender under our revolving credit facilities, and provide investment management services for us and our subsidiaries.

      If the trustee becomes a creditor of ours, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict within 90 days or apply to the SEC for permission to continue or resign.

Book-Entry System, Delivery and Form

      New notes will be in book-entry form and represented by one or more permanent global notes in fully registered form without interest coupons (“Global Notes”) in denominations of $1,000 and integral multiples of $1,000. Global Notes will be deposited upon issuance with the trustee as custodian for DTC, in New York, New York, and registered in the name of Cede & Co. or another nominee designated by DTC, in each case for credit to an account of a direct or indirect participant in DTC as described below.

      Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC (“participants”) or persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on and the transfer of that ownership will be effected only through records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interest of persons other than participants). Investors may hold their interests in a Global Note directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system. Investors who are not “United States persons”, as defined under the Securities Act, who purchased old notes in reliance on Regulation S hold their interests in old notes through Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Citibank, N.A., as operator of Clearstream Banking S.A. (“Clearstream”), if they are participants in such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream are direct participants in the DTC system. We understand that Euroclear and Clearstream each maintains records of the beneficial interests of their account holders and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer among their respective account holders.

      So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Note for all purposes of the indenture and the notes. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture and, if applicable, those of Euroclear and Clearstream.

      Beneficial interests in one Global Note may generally be exchanged for interests in another Global Note. Except in the circumstances described below under “— Exchange of Global Notes for Certificated Notes”, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of new notes in registered certificated form (“Certificated Notes”).

	The Clearing Systems

      Links have been established among DTC, Clearstream, and Euroclear to facilitate cross-market transfers of the notes associated with secondary market trading. DTC is linked indirectly to Clearstream and Euroclear through the depositary accounts of their respective U.S. depositaries.

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      DTC, Clearstream and Euroclear, as the case may be, have advised us as follows:

      DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participating organizations, known as “Direct Participants,” deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to DTC system is also available to others organizations like securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly, that are known as “Indirect Participants.” The rules applicable to DTC and its Direct and Indirect Participants are on file with the SEC.

      Purchases of Global Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Global Notes on DTC’s records. The beneficial interest of each actual purchaser of each Global Note, (a “Beneficial Owner”) is in turn to be recorded on the records of the Direct Participant and Indirect Participant. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participant or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Global Notes are to be accomplished by entries made on the books of Direct Participants and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Global Notes, except in the event that use of the book-entry system for the Global Notes is discontinued.

      To facilitate subsequent transfers, all Global Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or any other name as may be requested by an authorized representative of DTC. The deposit of Global Notes with DTC and their registration in the name of Cede & Co. or any other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Global Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts those Global Notes are credited, which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

      Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

      Redemption notices shall be sent to Cede & Co. If less than all of the principal amount of the notes is to be redeemed, we believe that DTC’s current practice is to determine by lot the interests of the Direct Participants to be redeemed.

      Neither DTC nor Cede & Co. (or any other nominee of DTC) will consent or vote with respect to the Global Notes. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Global Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

      Principal, premium, if any, and interest payments in respect of the Global Notes will be made to Cede & Co. or any other nominee as may be requested by an authorized representative of DTC. DTC’s

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	•	any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests in the Global Notes, or
	•	any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

      Distributions with respect to notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream related services. Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, to the extent received by the U.S. depositary for Euroclear.

      Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes will trade in DTC’s settlement system and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

      Subject to compliance with any applicable transfer and exchange restrictions, cross-market transfers of interests in the Global Notes between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary. However, these cross-market transactions will require delivery of instructions to Euroclear or Clearstream, by the counterparty in the applicable system in accordance with the rules and procedures and within the established deadlines of the applicable system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures or same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

      Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

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      DTC may discontinue providing its services as securities depositary with respect to the Global Notes at any time by giving reasonable notice to us or the trustee. Under these circumstances, in the event that a successor securities depositary is not obtained, Certificated Notes are required to be printed and delivered to DTC. We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Certificated Notes will be printed and delivered to DTC. The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests in a Global Note to those persons may be limited. In addition, because DTC can act only on behalf of Direct Participants, which, in turn, act on behalf of Indirect Participants and certain banks, the ability of a person having a beneficial interest in a Global Note to pledge that interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of that interest, may be affected by the lack of a physical certificate evidencing that interest.

      The information in this section concerning DTC, Clearstream, and Euroclear and their respective bookentry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information. Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of beneficial ownership interests in the Global Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we, the trustee nor any of our respective agents will have any responsibility for the performance by DTC, Euroclear and Clearstream, their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in Global Notes.

	Exchange of Global Notes for Certificated Notes

      A Global Note will be exchangeable for Certificated Notes if:

	•	DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case, we fail to appoint a successor depositary within 90 days after such notice;
	•	we, at our option, notify the trustee in writing that the Global Notes are to be exchangeable for Certificated Notes; or
	•	an Event of Default with respect to the notes has occurred and is continuing and the registrar receives a request from DTC.

      In addition, a beneficial owner may obtain a Certificated Note in exchange for its beneficial interest in a Global Note upon written request in accordance with DTC’s and the registrar’s procedures, if required to do so by applicable laws or regulations.

      In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in such names, and issued in such authorized denominations, as are requested by DTC.

Governing Law

      The indenture and new notes will be governed by, and construed in accordance with, the laws of the State of New York.

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FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE

      This section describes the U.S. federal income tax consequences of exchanging old notes for new notes in the exchange offer. This section is based upon the provisions of the Internal Revenue Code of 1986, applicable Treasury regulations, proposed Treasury regulations, administrative rulings and practice, and judicial decisions all as in effect on the date hereof. These authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the Internal Revenue Service will agree with such statements and conclusions.

      This section does not address the tax considerations arising under the laws of any foreign, state, or local jurisdiction. In addition, this discussion does not address tax considerations applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

	•	holders subject to the alternative minimum tax;
	•	financial institutions;
	•	tax-exempt organizations;
	•	insurance companies;
	•	dealers in securities or currencies;
	•	traders in securities or commodities or dealers in commodities that elect to use a mark-to-market method of accounting;
	•	a foreign person or entity; or
	•	persons that will hold the new notes as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk reduction transaction.

      You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the laws of any state, local, foreign, or other taxing jurisdiction or under any applicable tax treaty.

      Because the new notes do not differ materially in kind or extent from the old notes, your exchange of old notes for new notes will not constitute a taxable disposition of the old notes for U.S. federal income tax purposes. As a result, you should not recognize taxable income, gain, or loss on such exchange, your holding period for the new notes should generally include the holding period for the old notes so exchanged, and your adjusted tax basis in the new notes should generally be the same as your adjusted tax basis in the old notes so exchanged.

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PLAN OF DISTRIBUTION

      We are not using any underwriters for the exchange offer, and we are bearing the expenses of the exchange.

      Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date we issue the new notes and ending no later than the close of business on the date which is 180 days after the completion of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale.

      We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes, or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices, or at negotiated prices. Any resale of new notes may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any resale of the new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of up to 180 days after the completion of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

      The validity of the new notes offered by this prospectus will be passed upon by Kilpatrick Stockton LLP, Atlanta, Georgia.

EXPERTS

      Our consolidated financial statements appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Our consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of Ernst & Young LLP as experts in accounting and auditing.

      Although our board of directors dismissed Arthur Andersen LLP as our independent public accountants on April 4, 2002 and engaged Ernst & Young LLP to serve as our independent public accountants, our consolidated financial statements as of December 31, 2001 and for each of the two years in the period ended December 31, 2001 that are incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2002 were audited by Arthur Andersen LLP.

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      Arthur Andersen was convicted on federal obstruction of justice charges on June 15, 2002, ceased practicing before the SEC on August 31, 2002, and was sentenced to five years probation on October 16, 2002. While Arthur Andersen provided a consent with respect to the financial statements referred to above in connection with the filing of our Annual Report on Form 10-K for the year ended December 31, 2001, Arthur Andersen did not participate in the preparation of this prospectus or the related registration statement, and has not consented to the incorporation by reference of its audit report in the registration statement of which this prospectus is a part. As a result, your claims against Arthur Andersen under the Securities Act based on these financial statements may be limited. Moreover, even if claims against Arthur Andersen are permitted, Arthur Andersen may not have the financial resources to satisfy any judgment.

      Under U.S. securities regulations, issuers are generally required to obtain a current written consent from the independent certified public accountants that audited their financial statements in order to include the corresponding audit reports in a registration statement filed with the SEC. While Arthur Andersen provided a consent with respect to the financial statements referred to above in connection with the filing of our annual report on Form 10-K, Arthur Andersen has ceased to practice before the SEC and is therefore not in a position to provide the updated consent that we would normally be required to file with the SEC upon the filing of the registration statement of which this prospectus is a part.

      However, in reliance on the temporary relief provided by the SEC under Securities Act Rule 437a, we have filed the registration statement without including an updated written consent of Arthur Andersen. Arthur Andersen’s failure to deliver a currently dated written consent will limit your ability to sue Arthur Andersen under Section 11 of the Securities Act for any material misstatements or omissions in the registration statement, including any material misstatements or omissions in the 2000 and 2001 financial statements covered by their reports. In addition, Arthur Andersen’s conviction on June 15, 2002 on federal obstruction of justice charges and Arthur Andersen’s subsequent cessation of practice before the SEC on August 31, 2002 adversely affect the ability of Arthur Andersen to satisfy any claims arising out of Arthur Andersen’s audit of our financial statements.

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$200,000,000

Certegy Inc.

     Offer to Exchange Up to $200,000,000 Aggregate Principal Amount of Our 4.75% Notes Due 2008

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PROSPECTUS

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     Until 90 days after the date of this prospectus, all dealers that effect transactions in the notes, whether or not participating in this offer, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II.     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers

      The Georgia Business Corporation Code permits, and our bylaws require, us to indemnify any person who is a party to any threatened, pending or completed action, suit, or proceeding (which could include actions, suits, or proceedings under the Securities Act of 1933), whether civil, criminal, administrative, arbitrative, or investigative by reason of the fact that such person is or was a director or officer of the registrant or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

      However, we will not indemnify any director or officer under our bylaws for any liability incurred in a proceeding in which the director or officer is found liable to us or is subjected to injunctive relief in favor of us for:

	•	improperly appropriating any business opportunity of ours;
	•	acts or omissions involving intentional misconduct or a knowing violation of the law;
	•	any unlawful distributions; and
	•	any transaction from which he or she received improper personal benefit.

      In addition, we maintain directors’ and officers’ liability insurance under which our directors and officers are insured against loss (as defined in the policy) as a result of claims brought against them for their wrongful acts in such capacities. This insurance may cover liabilities under the Securities Act of 1933.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

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Item 21.     Exhibits and Financial Statement Schedules

      (a) Exhibits

Exhibit
Number				Description of Exhibit
	4	.1*		Indenture, dated September 10, 2003, between Certegy Inc. and SunTrust Bank, as Trustee.
	4	.2*		Registration Rights Agreement, dated September 10, 2003, among Certegy Inc., Bear, Stearns & Co. Inc., and the other parties referred to in Schedule A to the Purchase Agreement.
	4	.3		Form of 4.75% Note due 2008 (included in Exhibit 4.1).
	5	.1*		Opinion of Kilpatrick Stockton LLP.
	10	.34*		Revolving Credit Agreement, dated as of September 3, 2003, among Certegy Inc., the lenders from time to time party thereto, SunTrust Bank, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent
	12	.1*		Statements re Computation of Ratios.
	23	.1		Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
	23	.2*		Consent of Ernst & Young LLP, independent auditors.
	24	.1		Power of Attorney (included on the signature pages hereto).
	25	.1*		Statement of Eligibility of Trustee on Form T-1.
	99	.1*		Form of Letter of Transmittal.
	99	.2*		Form of Notice of Guaranteed Delivery.
	99	.3*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99	.4*		Form of Letter to Clients.

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*	Filed herewith

      (b) Financial Statement Schedules

	None.

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Item 22.     Undertakings

      Rule 415 Offering. The undersigned registrant hereby undertakes:

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      The undersigned hereby undertakes, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into this prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia, on this 26th of September, 2003.

	CERTEGY INC.

	By:	/s/ LEE A. KENNEDY

	Lee A. Kennedy
	Chairman, President and Chief Executive Officer

      We, the undersigned directors and officers of Certegy Inc. do hereby constitute and appoint Walter M. Korchun and Michael T. Vollkommer, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments (including post effective amendments) or supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and we do hereby ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature				Title		Date
/s/ LEE A. KENNEDY Lee A. Kennedy				Chairman, President, and Chief Executive Officer (Principal Executive Officer)		September 26, 2003
/s/ MICHAEL T. VOLLKOMMER Michael T. Vollkommer				Corporate Vice President and Chief Financial Officer (Principal Financial Officer)		September 26, 2003
/s/ PAMELA A. TEFFT Pamela A. Tefft				Corporate Vice President and Controller (Principal Accounting Officer)		September 26, 2003
/s/ ROBERT H. BOHANNON Robert H. Bohannon				Director		September 26, 2003
/s/ RICHARD N. CHILD Richard N. Child				Director		September 26, 2003
/s/ CHARLES T. DOYLE Charles T. Doyle				Director		September 26, 2003
/s/ KEITH W. HUGHES Keith W. Hughes				Director		September 26, 2003

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Signature				Title		Date
/s/ DAVID K. HUNT David K. Hunt				Director		September 26, 2003
/s/ PHILLIP B. LASSITER Phillip B. Lassiter				Director		September 26, 2003
/s/ KATHY BRITTAIN WHITE Kathy Brittain White				Director		September 26, 2003

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EXHIBIT INDEX

Exhibit
Number				Description of Exhibit
	4	.1*		Indenture, dated September 10, 2003, between Certegy Inc. and SunTrust Bank, as Trustee.
	4	.2*		Registration Rights Agreement, dated September 10, 2003, among Certegy Inc., Bear, Stearns & Co. Inc., and the other parties referred to in Schedule A to the Purchase Agreement.
	4	.3		Form of 4.75% Note due 2008 (included in Exhibit 4.1).
	5	.1*		Opinion of Kilpatrick Stockton LLP.
	10	.34*		Revolving Credit Agreement, dated as of September 3, 2003, among Certegy Inc., the lenders from time to time party thereto, SunTrust Bank, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent
	12	.1*		Statements re Computation of Ratios.
	23	.1		Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
	23	.2*		Consent of Ernst & Young LLP, independent auditors.
	24	.1		Power of Attorney (included on the signature pages hereto).
	25	.1*		Statement of Eligibility of Trustee on Form T-1.
	99	.1*		Form of Letter of Transmittal.
	99	.2*		Form of Notice of Guaranteed Delivery.
	99	.3*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99	.4*		Form of Letter to Clients.

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*	Filed herewith

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                                  CERTEGY INC.

                                       AND

                                  SUNTRUST BANK

                                     TRUSTEE

                              4.75% NOTES DUE 2008

                                    INDENTURE

                         DATED AS OF SEPTEMBER 10, 2003



                             CROSS-REFERENCE TABLE*



Trust Indenture Act                                                                             Indenture Section
                                                                                             
  310(a)(1)........................................................................................  7.10
     (a)(2)........................................................................................  7.10
     (a)(5)........................................................................................  7.10
     (b) ..........................................................................................  7.10
     (c) ..........................................................................................  N.A.
  311(a)...........................................................................................  7.11
     (b)...........................................................................................  7.11
  312(a)...........................................................................................  2.05
     (b)...........................................................................................  903
     (c) ..........................................................................................  903
  313(a)...........................................................................................  7.06
     (b)(2)........................................................................................  7.06
     (c) ..........................................................................................  7.06
                                                                                                     10.02
     (d) ..........................................................................................  7.06
  314(a)...........................................................................................  4.03
                                                                                                     1005
     (c)(1)........................................................................................  10.04
     (c)(2)........................................................................................  10.04
     (e)...........................................................................................  10.05
  316(a)(last sentence)............................................................................  2.09
     (a)(1)(A).....................................................................................  6.05
     (a)(1)(B).....................................................................................  6.04
  317(a)(1)........................................................................................  6.08


*This Cross-Reference Table is not part of this Indenture.



                                TABLE OF CONTENTS



                                                                                                                   Page
                                                                                                                
                                                      ARTICLE 1
                                      DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions....................................................................................    1
Section 1.02.     Other Definitions..............................................................................    7
Section 1.03.     Incorporation by Reference of Trust Indenture Act..............................................    8
Section 1.04.     Rules of Construction..........................................................................    8

                                                      ARTICLE 2
                                                      THE NOTES

Section 2.01.     Form...........................................................................................    9
Section 2.02.     Execution, Authentication, Dating..............................................................   17
Section 2.03.     Registrar and Paying Agent.....................................................................   17
Section 2.04.     Paying Agent to Hold Money in Trust............................................................   18
Section 2.05.     Holder Lists...................................................................................   18
Section 2.06.     Transfer and Exchange..........................................................................   18
Section 2.07.     Replacement Notes..............................................................................   22
Section 2.08.     Outstanding Notes..............................................................................   22
Section 2.09.     Treasury Notes.................................................................................   23
Section 2.10.     Temporary Notes................................................................................   23
Section 2.11.     Cancellation...................................................................................   23
Section 2.12.     Defaulted Interest.............................................................................   23
Section 2.13.     CUSIP and ISIN Numbers.........................................................................   23

                                                      ARTICLE 3
                                                      REDEMPTION

Section 3.01.     Notices to Trustee.............................................................................   24
Section 3.02.     Selection of Notes to Be Redeemed..............................................................   24
Section 3.03.     Notice of Redemption...........................................................................   25
Section 3.04.     Effect of Notice of Redemption.................................................................   25
Section 3.05.     Deposit of Redemption Price....................................................................   25
Section 3.06.     Notes Redeemed in Part.........................................................................   26
Section 3.07.     Optional Redemption............................................................................   26

                                                      ARTICLE 4
                                                      COVENANTS

Section 4.01.     Payment of Notes...............................................................................   26
Section 4.02.     Maintenance of Office or Agency................................................................   26
Section 4.03.     Compliance Certificate; Reports to the Trustee.................................................   27
Section 4.04.     Limitation on Liens............................................................................   28
Section 4.05.     Corporate Existence............................................................................   30
Section 4.06.     Sale and Leaseback Transactions................................................................   30


                                        i




                                                                                                                
                                                      ARTICLE 5
                                                      SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.......................................................   30
Section 5.02.     Successor Corporation Substituted..............................................................   31

                                                      ARTICLE 6
                                                DEFAULTS AND REMEDIES

Section 6.01.     Events of Default..............................................................................   31
Section 6.02.     Acceleration...................................................................................   33
Section 6.03.     Other Remedies.................................................................................   33
Section 6.04.     Waiver of Past Defaults........................................................................   33
Section 6.05.     Control by Majority............................................................................   34
Section 6.06.     Limitation on Suits............................................................................   34
Section 6.07.     Rights of Holders of Notes to Receive Payment..................................................   35
Section 6.08.     Collection Suit by Trustee.....................................................................   35
Section 6.09.     Trustee May File Proofs of Claim...............................................................   35
Section 6.10.     Priorities.....................................................................................   35
Section 6.11.     Undertaking for Costs..........................................................................   36

                                                      ARTICLE 7
                                                       TRUSTEE

Section 7.01.     Duties of Trustee..............................................................................   36
Section 7.02.     Rights of Trustee..............................................................................   37
Section 7.03.     Individual Rights of Trustee...................................................................   38
Section 7.04.     Trustee's Disclaimer...........................................................................   39
Section 7.05.     Notice of Defaults.............................................................................   39
Section 7.06.     Reports by Trustee to the Holders of the Notes.................................................   39
Section 7.07.     Compensation and Indemnity.....................................................................   39
Section 7.08.     Replacement of Trustee.........................................................................   40
Section 7.09.     Successor Trustee by Merger, Etc...............................................................   41
Section 7.10.     Eligibility; Disqualification..................................................................   41
Section 7.11.     Preferential Collection of Claims Against Company..............................................   42

                                                      ARTICLE 8
                                       LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.......................................   42
Section 8.02.     Legal Defeasance and Discharge.................................................................   42
Section 8.03.     Covenant Defeasance............................................................................   42
Section 8.04.     Conditions to Legal Defeasance or Covenant Defeasance..........................................   43
Section 8.05.     Deposited Money and Government Securities to Be Held in Trust; Other
                  Miscellaneous Provisions.......................................................................   44
Section 8.06.     Repayment to Company...........................................................................   45
Section 8.07.     Reinstatement..................................................................................   45


                                       ii




                                                                                                                
                                                      ARTICLE 9
                                           AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes............................................................   45
Section 9.02.     With Consent of Holders of Notes...............................................................   46
Section 9.03.     Compliance with Trust Indenture Act............................................................   47
Section 9.04.     Revocation and Effect of Consents..............................................................   57
Section 9.05.     Notation on or Exchange of Notes...............................................................   48
Section 9.06.     Trustee to Sign Amendments, Etc................................................................   48
Section 9.07.     Payments for Consent...........................................................................   48

                                                      ARTICLE 10

                                                    MISCELLANEOUS

Section 10.01.    Trust Indenture Act Controls...................................................................   48
Section 10.02.    Notices........................................................................................   49
Section 10.03.    Communication by Holders of Notes with Other Holders of Notes..................................   50
Section 10.04.    Certificate and Opinion as to Conditions Precedent.............................................   50
Section 10.05.    Statements Required in Certificate or Opinion..................................................   50
Section 10.06.    Rules by Trustee and Agents....................................................................   51
Section 10.07.    No Personal Liability of Directors, Officers, Employees and Shareholders.......................   51
Section 10.08.    Governing Law..................................................................................   51
Section 10.09.    No Adverse Interpretation of Other Agreements..................................................   51
Section 10.10.    Successors.....................................................................................   51
Section 10.11.    Severability...................................................................................   51
Section 10.12.    Counterpart Originals..........................................................................   51
Section 10.13.    Table of Contents, Headings, Etc...............................................................   51


                                       iii



                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF EXCHANGE NOTE
Exhibits C-1
and C-2           FORMS OF IAI CERTIFICATES
Exhibit D         FORM OF REGULATION S CERTIFICATE

                                       iv



                  INDENTURE dated as of September 10, 2003, between Certegy
Inc., a Georgia corporation (the "Company"), and SunTrust Bank, a Georgia
banking corporation with trust powers, as trustee (the "Trustee").

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of (i) the
Company's 4.75% Notes due 2008, in the aggregate principal amount of Two Hundred
Million Dollars ($200,000,000) issued on the date hereof (the "Initial Notes"),
(ii) if and when issued, an unlimited principal amount of additional 4.75% Notes
due 2008 of the Company issued in a non-registered offering or 4.75% Notes due
2008 of the Company issued in a registered offering that may be offered from
time to time subsequent to the Issue Date (the "Additional Notes"), and (iii) if
and when issued, the Company's 4.75% Notes due 2008 (the "Exchange Notes," and
together with the Initial Notes and Additional Notes, the "Notes") that may be
issued from time to time in exchange for Initial Notes or any Additional Notes
in an offer registered under the Securities Act as provided in the Registration
Rights Agreement (as hereinafter defined):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01. Definitions.

                  "Additional Interest" means the additional interest (if any)
payable by the Company in the event of a Registration Default under, and as
defined in, the Registration Rights Agreement.

                  "Additional Notes" has the meaning ascribed to it in the
second introductory paragraph of this Indenture.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" shall have
correlative meanings.

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                  "Board of Directors" means (i) with respect to a corporation,
the board of directors of the corporation; (ii) with respect to a partnership,
the Board of Directors of the



                                                                               2

general partner of the partnership; and (iii) with respect to any other Person,
the board or committee of such Person serving a similar function.

                  "Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or a business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited), and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "Clearstream" means Citibank, N.A., as operator of Clearstream
Banking, S.A.

                  "Company" means Certegy Inc., a Georgia corporation.

                  "Consolidated Stockholders' Equity", at any time, means the
total shareholders' equity of the Company and its consolidated subsidiaries,
determined on a consolidated basis in accordance with GAAP, as of the end of the
most recently completed fiscal quarter of the Company for which financial
information is then publicly available.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 10.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "Custodian" means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto.

                  "Default" means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default.

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Article II hereof, in
the form of Exhibit A hereto or Exhibit B hereto, as applicable, except that
such Note shall not bear the Global Note Legend and shall not have the "Schedule
of Increases or Decreases in Global Note" attached thereto.

                  "Depositary" means, with respect to the Notes issued in the
form of one or more Global Notes, DTC as the Person appointed in Section 2.03
hereof as the Depositary with respect to the Notes, or another Person appointed
as Depositary by the Company, which Person must be a clearing agency registered
under the Exchange Act, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.

                  "DTC" means The Depository Trust Company, its nominees and
their respective successors and assigns.



                                                                               3

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Notes" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement.

                  "Funded Debt" means any Indebtedness for money borrowed,
created, issued, incurred, assumed or guaranteed which would, in accordance with
GAAP, be classified as long-term debt, but in any event including all
Indebtedness for money borrowed, whether secured or unsecured, maturing more
than one year or extendible at the option of the obligor to a date more than one
year, after the date of determination thereof (excluding any amount thereof
included in current liabilities).

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect as of the date hereof.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

                  "Holder" means a Person in whose name a Note is registered.

                  "Indebtedness" means (1) any liability of any Person (a) for
borrowed money, or (b) evidenced by a bond, note, debenture or similar
instrument (including purchase money obligations but excluding Trade Payables),
or (c) for the payment of money relating to a lease that is required to be
classified as a capitalized lease obligation in accordance with GAAP; (2)
preferred or preference stock of a Subsidiary of the Company held by Persons
other than the Company or a Subsidiary of the Company; (3) any liability of
others described in the preceding clause (1) that the Person has guaranteed,
that is recourse to such Person or that is otherwise its legal liability; and
(4) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and (3)
above. For purposes of this definition, to "guarantee" (and any correlative
term) means to guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of
any Indebtedness.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.



                                                                               4

                  "Initial Notes" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

                  "Institutional Accredited Investor" means an "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, that is not also a QIB.

                  "Issue Date" means the date on which the initial $200,000,000
in aggregate principal amount of the Notes were originally issued under this
Indenture.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
commercial banks in The City of New York or at a place of payment are authorized
or required by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period by reason of the postponement
provided in this definition.

                   "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

                  "Make-Whole Amount" means, in connection with an optional
redemption of the Notes pursuant to Article 3, the excess, if any, of (a) the
aggregate present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of interest, exclusive of interest
accrued to the date of redemption, that would have been payable in respect of
each such dollar if such redemption had not been made, determined by
discounting, on a semiannual basis, such principal and interest at the
Reinvestment Rate, determined on the third Business Day in The City of New York
preceding the date notice of such redemption is given, from the respective dates
on which such principal and interest would have been payable if such redemption
had not been made, to the date of redemption, over (b) the aggregate principal
amount of the Notes being redeemed. Any reference to "premium" in this Indenture
or the Notes shall mean and be deemed to refer to the applicable Make-Whole
Amount.

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

                  "Notes" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice President (who, in the case of the
Company, shall be a Corporate Vice President) of such Person.



                                                                               5

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer, or the
principal accounting officer of the Company, that meets the requirements of
Section 10.05 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel that
meets the requirements of Section 10.05 hereof. The counsel may be an employee
of or counsel to the Company.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

                  "Principal Facility" means the real property, fixtures,
machinery and equipment relating to any facility owned by the Company or any
Subsidiary, except for any facility that, in the opinion of the Board of
Directors of the Company, as reflected in a duly approved resolution, is not of
material importance to the business conducted by the Company and its
Subsidiaries, taken as a whole.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of September 10, 2003, by and among the Company and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Reinvestment Rate" means 0.30% plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the redemption date, of the principal of the Notes being
redeemed. If no maturity exactly corresponds to such maturity, yields for the
two published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used. If the format or content of the Statistical Release changes in a
manner that precludes determination of the Treasury yield in the above manner,
then the Treasury yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by the Company.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer assigned to the corporate trust department or division of the
Trustee (or any successor group of



                                                                               6

the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

                  "Restricted Period" means, with respect to the Notes, the
40-day restricted period as defined in Regulation S.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated under the Securities
Act.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any required determination under this
Indenture, then such other reasonably comparable index which shall be designated
by the Company.

                  "Subsidiary" means, with respect to any specified person:

                  (1)        any corporation of which at least a majority of the
                           outstanding stock having voting power (without regard
                           to the occurrence of any contingency) to elect a
                           majority of the directors of such corporation, is at
                           the time, directly or indirectly, owned or controlled
                           by the Company or by one or more of its Subsidiaries
                           (or any combination thereof);

                  (2)        any partnership (a) of which the Company or one of
                           its Subsidiaries is the sole general partner or the
                           managing general partner or (b) the only general
                           partners of which are the Company or one or more of
                           its Subsidiaries (or any combination thereof); or

                  (3)        any other business entity of which more that 50% of
                           the total voting power of equity interests entitled
                           (without regard to the occurrence of any contingency)
                           to vote in the election of directors, managers or
                           trustees



                                                                               7

                           thereof is at the time owned or controlled, directly
                           or indirectly, by the Company or one or more of its
                           Subsidiaries (or any combination thereof).

                  "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture
is qualified under the TIA.

                  "Trade Payables" means accounts payable or any other
Indebtedness or monetary obligations to trade creditors created or assumed in
the ordinary course of business in connection with the obtaining of materials or
services.

                  "Trustee" means the party named as such in the preamble to
this Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

                  "U.S. Person" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                  "Voting Stock" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  "Wholly-Owned Subsidiary" means a Subsidiary of which all of
the outstanding voting stock (other than directors' qualifying shares) is at the
time, directly or indirectly, owned by the Company, by one or more Wholly-Owned
Subsidiaries of the Company or any combination thereof.

                  Section 1.02. Other Definitions.



                                                                        DEFINED IN
TERM                                                                     SECTION
- ----                                                                     -------
                                                                     
"144A Global Note"...............................................          2.01
"144A Notes" ....................................................          2.01
"Additional Restricted Notes"....................................          2.01
"Authentication Order"...........................................          2.02
"Covenant Defeasance"............................................          8.03
"Event of Default"...............................................          6.01
`Exchange Global Notes" .........................................          2.01
"Global Note Legend" ............................................          2.01
"Global Notes" ..................................................          2.01
"Definitive IAI Notes" ..........................................          2.01
"IAI Global Note" ...............................................          2.01
"IAI Notes" .....................................................          2.01
"Legal Defeasance"...............................................          8.02
"Note Register" .................................................          2.03
"Participant" ...................................................          2.01
"Paying Agent"...................................................          2.03
"Private Placement Legend" ......................................          2.01
"Purchase Agreement" ............................................          2.01
"Registrar"......................................................          2.03




                                                                               8



                                                                        DEFINED IN
TERM                                                                     SECTION
- ----                                                                     -------
                                                                     
"Regulation S Global Note" ......................................          2.01
"Regulation S Legend"............................................          2.01
"Regulation S Notes".............................................          2.01
"Resale Restriction Termination Date"............................          2.06
"Restricted Notes" ..............................................          2.01
"Restrictive Legend"                                                       2.01


                  Section 1.03. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  (i)      "indenture securities" means the Notes;

                  (ii)     "indenture security Holder" means a Holder of a Note;

                  (iii)    "indenture to be qualified" means this Indenture;

                  (iv)     "indenture trustee" or "institutional trustee" means
                           the Trustee; and

                  (v)      "obligor" on the Notes means the Company and any
                           successor obligor upon the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

                  Section 1.04. Rules of Construction. Unless the context
otherwise requires:

                  (i)      a term has the meaning assigned to it;

                  (ii)     an accounting term not otherwise defined has the
                           meaning assigned to it in accordance with GAAP;

                  (iii)    "or" is not exclusive;

                  (iv)     words in the singular include the plural, and in the
                           plural include the singular;

                  (v)      provisions apply to successive events and
                           transactions; and

                  (vi)     references to sections of or rules under the
                           Securities Act shall be deemed to include substitute,
                           replacement or successor sections or rules adopted by
                           the SEC from time to time.



                                                                               9

                                    ARTICLE 2

                                    THE NOTES

                  Section 2.01. Form. (a) The aggregate principal amount of
Notes that may be authenticated and delivered under this Indenture is unlimited.
The Initial Notes issued on the date hereof will be in an aggregate principal
amount of $200,000,000. In addition, the Company may issue, from time to time in
accordance with the provisions of this Indenture, Additional Notes and Exchange
Notes. Furthermore, Notes may be authenticated and delivered upon registration
of transfer or exchange, or in lieu of, other Notes pursuant to Section 2.06,
2.07, 2.10 or 9.05.

                  The Initial Notes, Additional Notes and Exchange Notes shall
be known and designated as "4.75% Notes due 2008" of the Company.

                  With respect to any Additional Notes, the Company shall set
forth in a resolution of the Board of Directors and an Officers' Certificate,
the following information:

                  (1)      the aggregate principal amount of such Additional
                           Notes to be authenticated and delivered pursuant to
                           this Indenture;

                  (2)      the issue price and the issue date of such Additional
                           Notes, including the date from which interest shall
                           accrue; and

                  (3)      whether such Additional Notes shall be 144A Notes,
                           IAI Notes and/or Regulation S Notes (collectively,
                           "Restricted Notes") issued in the form of Exhibit A
                           hereto and/or shall be issued in the form of Exhibit
                           B hereto.

                  The Initial Notes, the Additional Notes and the Exchange Notes
shall be considered collectively as a single class for all purposes of this
Indenture. Holders of the Initial Notes, the Additional Notes and the Exchange
Notes will vote and consent together on all matters as to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial
Notes, the Additional Notes or the Exchange Notes shall have the right to vote
or consent as a separate class on any matter as to which such Holders are
entitled to vote or consent.

                  (b)      The Initial Notes are being offered and sold by the
Company pursuant to a Purchase Agreement, dated September 3, 2003 (the "Purchase
Agreement"), among the Company, Bear, Stearns & Co. Inc. and the other initial
purchasers named therein. The Initial Notes and any Additional Notes (if issued
as Restricted Notes) (the "Additional Restricted Notes") will be resold
initially only to (A) QIBs in reliance on Rule 144A, (B) Non-U.S. Persons in
reliance on Regulation S, and (C) Institutional Accredited Investors in the
United States. Such Initial Notes and Additional Restricted Notes may thereafter
be transferred to, among others, QIBs, purchasers in reliance on Regulation S
and Institutional Accredited Investors pursuant to Rule 501 of the Securities
Act in accordance with the procedures provided herein.

                  Initial Notes and Additional Notes offered and sold to QIBs in
the United States of America in reliance on Rule 144A ("144A Notes") shall be
issued in the form of a permanent



                                                                              10

global Note substantially in the form of Exhibit A, which is hereby incorporated
by reference and made a part of this Indenture, including appropriate legends as
set forth in Section 2.01(d) (the "144A Global Note"), deposited with the
Trustee, as Custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The 144A Global Note may
be represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate and by one or more certificates issued upon exchange or replacement
of another certificate representing the 144A Global Note. The aggregate
principal amount of the 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as Custodian for
the Depositary or its nominee, as hereinafter provided.

                  Initial Notes and Additional Notes offered and sold outside
the United States of America in reliance on Regulation S (the "Regulation S
Notes") shall be issued in the form of a permanent global Note substantially in
the form of Exhibit A, including appropriate legends as set forth in Section
2.01(d) (the "Regulation S Global Note"), deposited with the Trustee, as
Custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Regulation S Global Note may be
represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate and by one or more certificates issued upon exchange or replacement
of another certificate representing the Regulation S Global Note. The aggregate
principal amount of the Regulation S Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
Custodian for the Depositary or its nominee, as hereinafter provided.

                  Initial Notes and Additional Notes offered, sold and initially
issued, or resold, to Institutional Accredited Investors (that are not QIBs) in
the United States of America ("IAI Notes") shall be issued in the form of
Definitive Notes substantially in the form of Exhibit A, including appropriate
legends as set forth in Section 2.01(d), in each case in a minimum principal
amount of Notes of $250,000 (any Definitive Notes registered in the names of
Institutional Accredited Investors or their nominees being herein called
"Definitive IAI Notes"), registered in the names of the beneficial owner or
owners thereof (or the nominee of such beneficial owner or owners), duly
executed by the Company and authenticated by the Trustee as hereinafter
provided, and delivered to such beneficial owner or owners; provided that the
Company, in its sole discretion, may permit any such Institutional Accredited
Investor to hold its interest in the IAI Notes in the form of a permanent global
Note substantially in the form of Exhibit A, including appropriate legends as
set forth in Section 2.01(d), in each case in a minimum principal amount of
Notes of $250,000 (the "IAI Global Note"), deposited with the Trustee, as
Custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The IAI Global Note may be represented by
more than one certificate, if so required by the Depositary's rules regarding
the maximum principal amount to be represented by a single certificate and by
one or more certificates issued upon exchange or replacement of another
certificate representing the IAI Global Note. The aggregate principal amount of
the IAI Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as Custodian for the Depositary
or its nominee, as hereinafter provided. Each Institutional Accredited Investor
that is not a QIB who shall purchase Notes in the offering pursuant to the
Purchase Agreement shall execute and deliver a certificate containing
substantially the information set forth in Exhibit C-1



                                                                              11

                  Subject to Section 2.01(f), Exchange Notes exchanged for
interests in the 144A Notes or the Regulation S Notes or for the IAI Notes (or
interests therein) in the Exchange Offer will be issued in the form of a
permanent global Note substantially in the form of Exhibit B, including the
appropriate legends set forth in Section 2.01(d) (the "Exchange Global Note"),
deposited with the Trustee, as Custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
Exchange Global Note may be represented by more than one certificate, if so
required by the Depositary's rules regarding the maximum principal amount to be
represented by a single certificate and by one or more certificates issued upon
exchange or replacement of another certificate representing the Exchange Global
Note. The aggregate principal amount of the Exchange Global Note may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as Custodian for the Depositary or its nominee, as hereinafter
provided.

                  The 144A Global Note, the Regulation S Global Note, the IAI
Global Note and the Exchange Global Notes are sometimes collectively herein
referred to as the "Global Notes."

                  The principal of (and premium, if any) and interest on the
Notes shall be payable at the office or agency of the Company maintained for
such purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose pursuant to Section 2.03;
provided, however, that, at the option of the Company, each installment of
interest may be paid by (i) check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Note Register or (ii) wire
transfer to an account located in the United States maintained by the payee.
Payments in respect of Notes represented by a Global Note (including principal,
premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the Depositary.

                  The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage, in addition to those set forth on Exhibits
A and B and in Section 2.01(d). The Company and the Trustee shall approve the
forms of the Notes and any notation, endorsement or legend on them. The terms of
the Notes set forth in Exhibits A and B are part of the terms of this Indenture
and, to the extent applicable, the Company and the Trustee, by their execution
and delivery of this Indenture, expressly agree to be bound by such terms.

                  (c)      Denominations. The Notes shall be issuable only in
fully registered form, without interest coupons, and only in denominations of
$1,000 and any integral multiple thereof.

                  (d)      Restrictive Legends. Unless and until (i) an Initial
Note or Additional Restricted Note is sold under an effective registration
statement or (ii) an Initial Note or Additional Restricted Notes exchanged for
an Exchange Note in connection with an effective registration statement, in each
case pursuant to the Registration Rights Agreement or a similar agreement,

(A)      Each certificate representing the 144A Notes and the IAI Notes shall
bear the following legend (the "Private Placement Legend") on the face thereof:

              "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
              1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
              ANY STATE OR OTHER JURISDICTION.



                                                                              12

                  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
                  MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
                  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
                  REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
                  SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
                  ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR
                  WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
                  TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
                  RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE
                  LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
                  WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
                  OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
                  (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT
                  THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
                  FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT
                  TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
                  IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
                  AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
                  MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
                  INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
                  501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
                  INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR
                  ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
                  AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT AND NOT
                  WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
                  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
                  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S
                  RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
                  CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION
                  OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
                  SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON
                  THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                  TERMINATION DATE."

         Each IAI Note shall also bear the following additional legend (the "IAI
Legend") on the face thereof:



                                                                              13

                  "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
                  THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
                  INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
                  CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
                  RESTRICTIONS."

(B)      Except as otherwise provided in the following legend (the "Regulation S
Legend" and, together with the Private Placement Legend and the IAI Legend, the
"Restrictive Legends")), each certificate representing the Regulation S Notes
shall bear the following legend on the face thereof:

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
                  STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
                  EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
                  ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
                  U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
                  PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
                  TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
                  SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF
                  AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
                  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
                  THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
                  HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE
                  OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
                  PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B)
                  PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
                  EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
                  SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
                  THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
                  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
                  UNITED STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN
                  INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
                  501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
                  INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR
                  ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
                  AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
                  AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
                  ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
                  PURSUANT TO RULE 144 UNDER THE



                                                                              14

                  SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
                  THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
                  SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
                  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
                  LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON
                  AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES
                  ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
                  REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL
                  OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
                  "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
                  THEM BY REGULATION S UNDER THE SECURITIES ACT."

(C)      Each Global Note, whether or not an Initial Note, shall bear the
following legend (the "Global Note Legend") on the face thereof:

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS
                  AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
                  ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
                  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
                  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO
                  A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS
                  OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

(D)      Each Note, whether or not an Initial Note, shall bear the following
legend:

                  "BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE
                  DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO
                  PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD
                  THIS SECURITY CONSTITUTES ASSETS OF AN "EMPLOYEE BENEFIT PLAN"
                  AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT
                  INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS
                  SUBJECT TO TITLE I OF ERISA, OF ANY



                                                                              15

                  PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION
                  4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED
                  (THE "CODE") OR ANY PROVISIONS UNDER ANY FEDERAL, STATE,
                  LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR
                  TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR
                  OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
                  INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, ACCOUNT OR
                  ARRANGEMENT, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY
                  BY SUCH HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
                  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
                  CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS."

                      (e)      Book-Entry Provisions.

                           (i)      This Section 2.01(e) shall apply only to
Global Notes deposited with the Trustee, as Custodian for the Depositary.

                           (ii)     Each Global Note initially shall (x) be
registered in the name of the Depositary or the nominee of the Depositary, (y)
be delivered to the Trustee as Custodian for the Depositary and (z) bear the
applicable legends as set forth in Section 2.01(d).

                           (iii)    Participants in the Depositary
("Participants") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as the
Custodian for the Depositary or under such Global Note, and the Depositary may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Participants, the operation of
customary practices of the Depositary governing the exercise of the rights of a
Holder of a beneficial interest in any Global Note.

                           (iv)     In connection with any transfer of a portion
of the beneficial interest in a Global Note pursuant to subsection (f) of this
Section 2.01 to beneficial owners who are required to hold Definitive Notes, the
Custodian shall reflect on its books and records the date and a decrease in the
principal amount of such Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Definitive Notes of like tenor and amount.

                           (v)      In connection with the transfer of an entire
Global Note to beneficial owners pursuant to subsection (f) of this Section
2.01, such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations.



                                                                              16

                           (vi)     The registered Holder of a Global Note may
grant proxies and otherwise authorize any person, including Participants and
persons that may hold interests through Participants, to take any action which a
Holder is entitled to take under this Indenture or the Notes.

                  (f)      Definitive Notes. (i) Except as provided below and in
Section 2.01(e)(iv) and (v), owners of beneficial interests in Global Notes will
not be entitled to receive Definitive Notes. If required to do so pursuant to
any applicable law or regulation, beneficial owners may obtain Definitive Notes
in exchange for their beneficial interests in a Global Note upon written request
in accordance with the Depositary's and the Registrar's procedures . In
addition, Definitive Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Note if (a) the Depositary
notifies the Company that it is unwilling or unable to continue as depositary
for such Global Note or the Depositary ceases to be a clearing agency registered
under the Exchange Act, at a time when the Depositary is required to be so
registered in order to act as depositary, and in each case a successor
depositary is not appointed by the Company within 90 days of such notice or, (b)
the Company executes and delivers to the Trustee and Registrar an Officers'
Certificate stating that such Global Note shall be so exchangeable or (c) an
Event of Default has occurred and is continuing and the Registrar has received a
request from the Depositary; and, if the Exchange Offer occurs after such
exchange of Definitive Notes for Global Notes as provided in this Section
2.01(f), any Exchange Notes may be issued in the form of Definitive Notes.

                           (ii)     Any Definitive Note delivered in exchange
for an interest in a Global Note pursuant to Section 2.01(e)(iv) or (v) shall,
except as otherwise provided by Section 2.06(c), bear the applicable legend
regarding transfer restrictions applicable to such Definitive Note set forth in
Section 2.01(d).

                           (iii)    In connection with the exchange of a portion
of a Definitive Note for a beneficial interest in a Global Note, the Trustee
shall cancel such Definitive Note, and the Company shall execute, and the
Trustee shall authenticate and deliver, to the transferring Holder a new
Definitive Note representing the principal amount not so transferred.

                  (g)      Institutional Accredited Investors. Prior to the
Resale Restriction Termination Date, unless the Company, in its sole discretion,
permits any Institutional Accredited Investor to hold its interest in the IAI
Notes in the form of the IAI Global Note pursuant to Section 2.01(b),
Institutional Accredited Investors that are not QIBs may hold interests in the
Initial Notes and the Additional Restricted Notes only in the form of Definitive
IAI Notes, and any beneficial interest in a Global Note other than an Exchange
Global Note that is transferred to an Institutional Accredited Investor which is
not a QIB will be delivered in the form of a Definitive IAI Note and will cease
to be covered by such Global Note.

                  (h)      Regulation S Notes. Prior to the expiration of the
Restricted Period, beneficial interests in a Regulation S Note may be held only
through Euroclear or Clearstream (as direct or indirect Participants in the
Depositary) or through another agent member of Euroclear and Clearstream acting
for and on behalf of them (as direct or indirect Participants in the
Depositary), unless exchanged for interests in 144A Notes or for IAI Notes in
accordance with the certification requirements hereof. During the Restricted
Period, interests in a



                                                                              17

Regulation S Note, if any, may be exchanged for interests in 144A Notes or for
IAI Notes or interests therein only in accordance with the certification
requirements described in Section 2.06.

                  Section 2.02. Execution, Authentication, Dating. One Officer
shall sign the Notes for the Company by manual or facsimile signature.

                  If the Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee, which shall be conclusive evidence that the Note has
been authenticated under this Indenture. A Note shall be dated the date of its
authentication.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Trustee shall, upon a written order of the
Company signed by one Officer (an "Authentication Order"), authenticate and make
available for delivery: (1) Initial Notes for original issue on the Issue Date
in an aggregate principal amount of $200,000,000, (2) Additional Notes for
original issue and (3) Exchange Notes for issue only in an Exchange Offer
pursuant to the Registration Rights Agreement, and only in exchange for Initial
Notes or Additional Notes of an equal principal amount. Such Authentication
Order shall specify the amount of the Notes to be authenticated and the date on
which the original issue of Notes is to be authenticated and whether the Notes
are to be Initial Notes, Additional Notes or Exchange Notes.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

                  Section 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Notes may
be presented for payment ("Paying Agent"). The Registrar shall keep a register
of the Notes and of their transfer and exchange ("Note Register"). The Company
may appoint one or more co-registrars and one or more additional paying agents.
The term "Registrar" includes any co-registrar and the term "Paying Agent"
includes any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall promptly notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

                  The Company initially appoints DTC to act as Depositary with
respect to the Global Notes.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.



                                                                              18

                  Section 2.04. Paying Agent to Hold Money in Trust. The Company
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal, premium or
Additional Interest, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

                  Section 2.05. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company shall otherwise comply with
TIA Section 312(a).

                  Section 2.06. Transfer and Exchange. (a) Subject to Sections
2.01(g) and 2.01(h), the following provisions shall apply with respect to any
proposed transfer of a 144A Note or an IAI Note or a beneficial interest therein
prior to the date which is two years after the later of the date of its original
issue and the last date on which the Company or any Affiliate of the Company was
the owner of such Notes (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

                  (i) In connection with the transfer or exchange of a
Definitive IAI Note for a beneficial interest in a Global Note, upon receipt by
the Trustee of such Definitive IAI Note, duly endorsed or accompanied by
appropriate instruments of transfer, the Trustee shall cancel such Definitive
IAI Note and cause, or direct the Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depositary and the
Custodian, the aggregate principal amount of Notes represented by the applicable
Global Note to be increased accordingly. If no Global Notes are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon
written order of the Company in the form of an Officers' Certificate, a new
Global Note in the appropriate principal amount. The Trustee shall deliver
copies of each certification and instruction received by it to the Depositary
and upon receipt thereof, the Custodian shall reflect on its books and records
the date and an increase in the principal amount of such Global Note in an
amount equal to the principal amount of the Definitive IAI Note so transferred
or exchanged. In connection with the transfer or exchange of a portion of a
Definitive IAI Note for a beneficial interest in a Global Note, the Trustee
shall cancel such Definitive IAI Note, and the Company shall execute, and the
Trustee shall authenticate and deliver, to the transferring Holder a new
Definitive IAI Note representing the principal amount not so transferred.



                                                                              19

                           (ii)     A transfer of a 144A Note or an IAI Note or
a beneficial interest therein to a QIB shall be made upon the representation of
the transferee in the form as set forth on the reverse of the Note that it is
purchasing for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a QIB and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

                           (iii)    A transfer of a 144A Note or an IAI Note or
a beneficial interest therein to an Institutional Accredited Investor shall be
made upon receipt by the Trustee or its agent of a certificate substantially in
the form of Exhibit C-2 hereto from the proposed transferee and, if requested by
the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them.

                           (iv)     a transfer of a 144A Note or an IAI Note or
a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by
the Trustee or its agent of a certificate substantially in the form of Exhibit D
hereto from the proposed transferor and, if requested by the Company or the
Trustee, the delivery of an opinion of counsel, certification and/or other
information satisfactory to each of them.

                  (b)      Subject to Sections 2.01(g) and 2.01(h), the
following provisions shall apply with respect to any proposed transfer of a
Regulation S Note or a beneficial interest therein prior to the expiration of
the Restricted Period:

                           (i)      A transfer of a Regulation S Note or a
beneficial interest therein to a QIB shall be made upon the representation of
the transferee, in the form of assignment on the reverse of the certificate,
that it is purchasing the Note for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a QIB and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

                           (ii)     A transfer of a Regulation S Note or a
beneficial interest therein to an Institutional Accredited Investor shall be
made upon receipt by the Trustee or its agent of a certificate substantially in
the form of Exhibit C-2 hereto from the proposed transferee and, if requested by
the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them.

                           (iii)    A transfer of a Regulation S Note or a
beneficial interest therein to a Non-U.S. Person shall be made upon receipt by
the Trustee or its agent of a certificate substantially in the form of Exhibit D
hereto from the proposed transferor and, if requested by the Company or the
Trustee, receipt by the Trustee or its agent of an opinion of counsel,
certification and/or other information satisfactory to each of them.



                                                                              20

                  After the expiration of the Restricted Period, interests in
the Regulation S Note may be transferred without requiring the certification set
forth in Exhibit C-2 hereto or Exhibit D hereto or any other certification.

                  (c)      Restrictive Legend. Upon the transfer, exchange or
replacement of Notes not bearing a Restrictive Legend, the Registrar shall
deliver Notes that do not bear a Restrictive Legend. Upon the transfer, exchange
or replacement of Notes bearing a Restrictive Legend, the Registrar shall
deliver only Notes that bear the applicable Restrictive Legend unless there is
delivered to the Registrar evidence satisfactory to the Company and the
Registrar (which may include an opinion of counsel) that neither the legend nor
the restrictions on transfer set forth therein are required to ensure compliance
with the Securities Act.

                  (d)      The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 2.01 or
this Section 2.06. The Company shall have the right to inspect and make copies
of all such letters, notices or other written communications at any reasonable
time upon the giving of reasonable prior written notice to the Registrar.

                  (e)      Obligations with Respect to Transfers and Exchanges
of Notes.

                           (i)      To permit registrations of transfers and
exchanges, the Company shall, subject to the other terms and conditions of this
Article II, execute and the Trustee shall authenticate Definitive Notes and
Global Notes upon the Company's order or at the Registrar's or co-registrar's
request.

                           (ii)     No service charge shall be made to a holder
of a beneficial interest in a Global Note or Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax, assessments, or similar governmental
charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charges payable upon exchange or transfer
pursuant to Section 9.05).

                           (iii)    The Company and the Registrar or
co-registrar shall not be required to issue or to register the transfer or
exchange of any Note for a period beginning (1) 15 days before the day of any
selection of Notes to be redeemed in part pursuant to Section 3.02 and ending at
the close of business on the day of such selection, (2) 15 days before the
mailing of a notice of an offer to repurchase or redeem Notes and ending at the
close of business on the day of such mailing or (3) 15 days before an interest
payment date and ending on such interest payment date or between any record date
for the payment of interest and the next succeeding interest payment date. The
Registrar or co-registrar shall not be required to register the transfer or
exchange of any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

                           (iv)     Prior to the due presentation for
registration of transfer of any Note, the Company, the Trustee, the Paying
Agent, the Registrar or any co-registrar may deem and treat the Person in whose
name a Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the
Company, the



                                                                              21

Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected
by notice to the contrary.

                           (v)      Any Definitive Note delivered in exchange
for an interest in a Global Note pursuant to Section 2.01(e) shall, except as
otherwise provided by Section 2.06(c), bear the applicable legend regarding
transfer restrictions applicable to such Definitive Note set forth in Section
2.01(d).

                           (vi)     All Notes issued upon any transfer or
exchange pursuant to the terms of this Indenture shall be the valid and legally
binding obligation of the Company, shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Notes surrendered upon
such transfer or exchange.

                           (vii)    All certificates, certifications and
opinions of counsel required to be submitted to the Registrar or any
co-registrar pursuant to this Section 2.06 to effect any transfer or exchange
may be submitted by facsimile transmission, with the original to follow by first
class mail or hand delivery.

                  (f)      No Obligation of the Trustee.

                           (i)      The Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Note, any Participant in the
Depositary or other Person with respect to the accuracy of the records of the
Depositary or its nominee or of any Participant thereof, with respect to any
ownership interest in the Notes or with respect to the delivery to any
Participant, beneficial owner or other Person (other than the Depositary) of any
notice (including any notice of redemption) or the payment of any amount or
delivery of any Notes (or other security or property) under or with respect to
such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Notes shall be given or made
only to or upon the order of the registered Holders (which shall be the
Depositary or its nominee in the case of a Global Note). The rights of
beneficial owners in any Global Note shall be exercised only through the
Depositary subject to the applicable rules and procedures of the Depositary,
including, without limitation, the Applicable Procedures. The Trustee may rely
and shall be fully protected in relying upon information furnished by the
Depositary with respect to its Participants and any beneficial owners.

                           (ii)     The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among Participants in the Depositary or beneficial owners of any Global Note)
other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

                  (g)      Transfer and Exchange of Global Notes.

                           A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another



                                                                              22

nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or to a nominee of such successor Depositary.

                  (h)      Accrual of Interest on the Exchange Note ; Exchange
                           of Exchange Notes.

                  Interest on any Exchange Note shall accrue from the dates
provided in Exhibit B.

                  Subject to Section 2.01(f), upon the occurrence of the
Exchange Offer in accordance with the Registration Rights Agreement, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02, the Trustee shall authenticate one or more Exchange Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Initial Notes or Additional Restricted Notes tendered for
acceptance by Persons that certify in the applicable letters of transmittal that
(x) they are not Broker-Dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined
in Rule 144) of the Company, and accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Initial Notes in the form of Global
Notes and/or Additional Restricted Notes in the form of Global Notes to be
reduced accordingly.

                  Section 2.07. Replacement Notes. If any mutilated Note is
surrendered to the Trustee or the Company or if the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company and the
Trustee may charge for their respective expenses in replacing a Note.

                  Every replacement Note issued pursuant to this Section 2.07 is
an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

                  Section 2.08. Outstanding Notes. The Notes outstanding at any
time are all the Notes authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation, those reductions in the interest in
a Global Note effected by the Trustee in accordance with the provisions hereof,
and those described in this Section as not outstanding. Except as set forth in
Section 2.09 hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Note.

                  If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

                  If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.



                                                                              23

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                  Section 2.09. Treasury Notes. In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.

                  Section 2.10. Temporary Notes. Until certificates representing
Notes are ready for delivery, the Company may prepare and the Trustee, upon
receipt of an Authentication Order, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of certificated Notes but may
have variations that the Company considers appropriate for temporary Notes and
as shall be reasonably acceptable to the Trustee. Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                  Section 2.11. Cancellation. The Company at any time may
deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of such canceled Notes in its customary
manner. Subject to Section 2.07, the Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

                  Section 2.12. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

                  Section 2.13. CUSIP and ISIN Numbers. The Company in issuing
the Notes may use "CUSIP" or "ISIN" numbers or both numbers, and, if so used,
the Trustee shall use such



                                                                              24

"CUSIP" or "ISIN" numbers or both numbers in notices to the Holders of the Notes
as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice to the Holders of the Notes and that
reliance may be placed only on the other identification numbers printed on such
Notes or in notices to the Holders of the Notes. No redemption notice given
hereunder shall be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the "CUSIP" or "ISIN"
numbers.

                                    ARTICLE 3

                                   REDEMPTION

                  Section 3.01. Notices to Trustee. If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it shall furnish to the Trustee, at least 30 days, or, in the case of a
redemption of less than all of the Notes, at least 45 days, but not more than 60
days before a redemption date (unless a shorter notice period shall be
satisfactory to the Trustee in its reasonable discretion), an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

                  Section 3.02. Selection of Notes to Be Redeemed. If less than
all of the Notes are to be redeemed at any time, selection of Notes for
redemption shall be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed, or, if the Notes are not so listed, on a pro rata basis, by lot or by
such other random method as the Trustee shall deem fair and appropriate. In the
event of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee (unless a shorter time period
shall be satisfactory to the Trustee) from the outstanding Notes not previously
called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

                  Notwithstanding anything else contained in this Section 3.02,
the parties acknowledge and agree that any partial redemption of a Global Note
will be made by the Depositary among the holders of the beneficial interests
therein in accordance with the rules and regulations of the Depositary and that
the Trustee shall have no liability in connection with the selection of
beneficial interests in the Global Note in connection with any such redemption
or any other actions taken by the Depositary in connection therewith, and by
accepting the Notes, the Holders shall waive and release any and all such
liability.



                                                                              25

                  Section 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a)      the redemption date;

                  (a)      the redemption price;

                  (b)      if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal
to the unredeemed portion shall be issued upon cancellation of the original
Note;

                  (c)      the name and address of the Paying Agent;

                  (d)      that Notes called for redemption must be surrendered
to the Paying Agent to collect the redemption price and become due on the date
fixed for redemption;

                  (e)      that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date;

                  (f)      the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;
and

                  (g)      that no representation is made as to the correctness
or accuracy of the CUSIP number or ISIN number, if any, listed in such notice or
printed on the Notes.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice, and the failure of any Holder actually to receive such notice, or any
defect in the notice, shall not affect the redemption or the validity of the
proceedings for the redemption of the Notes.

                  Section 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

                  Section 3.05. Deposit of Redemption Price. One Business Day
prior to the redemption date, the Company shall deposit with the Trustee or with
the Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date. Following the redemption
date, the Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in



                                                                              26

excess of the amounts necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

                  Section 3.06. Notes Redeemed in Part. Upon surrender of a Note
that is redeemed in part, the Company shall issue and, upon the Company's
written request, the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered.

                  Section 3.07. Optional Redemption. (a) Subject to clause (b),
the Company may redeem all or a part of the Notes from time to time, upon not
less than 30 nor more than 60 days' notice to the Holders, at a redemption price
of 100% of the aggregate principal amount of the Notes being redeemed plus the
Make-Whole Amount, if any, plus accrued and unpaid interest and Additional
Interest, if any, to the applicable redemption date.

                  (b) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

                                    ARTICLE 4

                                    COVENANTS

                  Section 4.01. Payment of Notes. The Company shall pay or cause
to be paid the principal of, premium, if any, and interest on the Notes on the
dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if a
Person other than the Company or a Subsidiary thereof, holds as of 12:00 p.m.
(noon) Eastern Time on the due date, money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company shall pay
Additional Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

                  Section 4.02. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an agent of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such



                                                                              27

office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

                  Section 4.03. Compliance Certificate; Reports to the Trustee.
(a) The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers' Certificate executed by the Chief Executive
Officer and/or the Chief Financial Officer of the Company stating that a review
of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                  (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith, but in no event later than three
Business Days, upon any Officer becoming aware of any Default or Event of
Default or any event which after notice or lapse of time would become a Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

                  (c) The Company shall file with the Trustee, within 15 days
after it files such annual and quarterly reports, information, documents and
other reports with the SEC, copies of its annual report and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the
event the Company is at any time no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the
Trustee with reports containing substantially the same information as would have
been required to be filed with the SEC had the



                                                                              28

Company continued to be subject to such reporting requirements. In such event,
such reports shall be provided to the Trustee at the times the Company would
have been required to provide reports had it continued to have been subject to
such reporting requirements. In addition, the Company shall comply with the
other provisions of TIA Section 314(a).

                  Section 4.04. Limitation on Liens. The Company will not at any
time directly or indirectly create or assume and will not cause or permit a
Subsidiary directly or indirectly to create or assume, otherwise than in favor
of the Company or a Wholly-Owned Subsidiary, any Lien upon any Principal
Facility or any interest it may have therein or upon any stock of any Subsidiary
or any Indebtedness of any Subsidiary to the Company or any other Subsidiary,
whether now owned or hereafter acquired, without making effective provision (and
the Company covenants that in such case it will make or cause to be made,
effective provision) whereby the Notes and any other indebtedness of the Company
then entitled thereto shall be secured by such Lien equally and ratably with any
and all other obligations and indebtedness thereby secured, so long as any such
other obligations and Indebtedness shall be so secured; provided, however, that
the foregoing covenant shall not be applicable to the following:

                  (a)      (i) any Lien on any such property hereafter acquired
         or constructed by the Company or a Subsidiary, or on which property so
         constructed is located, and created prior to, contemporaneously with or
         within 360 days after, such acquisition or construction or the
         commencement of commercial operation of such property to secure or
         provide for the payment of any part of the purchase or construction
         price of such property, or (ii) the acquisition by the Company or a
         Subsidiary of such property subject to any Lien upon such property
         existing at the time of acquisition thereof, whether or not assumed by
         the Company or such Subsidiary, or (iii) any Lien existing on the
         property, shares of stock or Indebtedness of a corporation at the time
         such corporation shall become a Subsidiary, or (iv) any conditional
         sales agreement or other title retention agreement with respect to any
         property hereafter acquired or constructed; provided that, in the case
         of clauses (i) through (iv) of this Section 4.04(a), the Lien does not
         spread to property owned prior to such acquisition or construction or
         to other property thereafter acquired or constructed other than
         additions to such acquired or constructed property and other than
         property on which property so constructed is located; and provided,
         further, that if a firm commitment from a bank, insurance company or
         other lender or investor (not including the Company, a Subsidiary or an
         Affiliate of the Company) for the financing of the acquisition or
         construction of property is made prior to, contemporaneously with or
         within the 360-day period hereinabove referred to, the applicable Lien
         shall be deemed to be permitted by this subsection (a) whether or not
         created or assumed within such period;

                  (b)      any Lien created for the sole purpose of extending,
         renewing or refunding any Lien permitted by subsection (a) of this
         Section; provided, however, that the principal amount of Indebtedness
         secured thereby shall not exceed the principal amount of Indebtedness
         so secured at the time of such extension, renewal or refunding and that
         such extension, renewal or refunding Lien shall be limited to all or
         any part of the same property that secured the Lien extended, renewed
         or refunded;



                                                                              29

                  (c)      liens for taxes or assessments or governmental
         charges or levies not then due and delinquent or the validity of which
         is being contested in good faith, and against which an adequate reserve
         has been established; liens on any such property created in connection
         with pledges or deposits to secure public or statutory obligations or
         to secure performance in connection with bids or contracts;
         materialmen's, mechanics', carrier's, workmen's, repairmen's or other
         like liens; or liens on any such property created in connection with
         deposits to obtain the release of such liens; liens on any such
         property created in connection with deposits to secure surety, stay,
         appeal or customs bonds; liens created by or resulting from any
         litigation or legal proceeding which is currently being contested in
         good faith by appropriate proceedings; leases and liens, rights of
         reverter and other possessory rights of the lessor thereunder; zoning
         restrictions, easements, rights-of-way or other restrictions on the use
         of real property or minor irregularities in the title thereto; and any
         other liens and encumbrances similar to those described in this
         subsection, the existence of which does not, in the opinion of the
         Board of Directors of the Company, as expressed in a duly approved
         resolution, materially impair the use by the Company or a Subsidiary of
         the affected property in the operation of the business of the Company
         or a Subsidiary, or the value of such property for the purposes of such
         business;

                  (d)      any contracts for production, research or development
         with or for the Government, directly or indirectly, providing for
         advance, partial or progress payments on such contracts and for a Lien,
         paramount to all other Liens, upon money advanced or paid pursuant to
         such contracts, or upon any material or supplies in connection with the
         performance of such contracts to secure such payments to the
         Government; and Liens or other evidences of interest in favor of the
         Government, paramount to all other Liens, on any equipment, tools,
         machinery, land or buildings hereafter constructed, installed or
         purchased by the Company or a Subsidiary primarily for the purpose of
         manufacturing or producing any product or performing any development
         work, directly or indirectly, for the Government to secure indebtedness
         incurred and owing to the Government for the construction, installation
         or purchase of such equipment, tools, machinery, land or buildings. For
         the purpose of this subsection (d), "Government" shall mean the
         Government of the United States of America and any department, agency
         or political subdivision thereof and the government of any foreign
         country with which the Company or its Subsidiaries is permitted to do
         business under applicable law and any department, agency or political
         subdivision thereof;

                  (e)      any Lien created after the date of this Indenture on
         any property leased to or purchased by the Company or a Subsidiary
         after that date and securing, directly or indirectly, obligations
         issued by or on behalf of a State, a territory or a possession of the
         United States, or any political subdivision of any of the foregoing, or
         the District of Columbia, to finance the cost of acquisition or cost of
         construction of such property, provided that the interest paid on such
         obligations is entitled to be excluded from gross income of the
         recipient pursuant to Section 103(a)(1) of the Code (or any successor
         to such provision) as in effect at the time of the issuance of such
         obligations; and

                  (f)      any Lien not otherwise permitted under this Section;
         provided, the aggregate amount of Indebtedness secured by all such
         Liens, together with the aggregate



                                                                              30

         sale price of property involved in sale and leaseback transactions not
         otherwise permitted except under Section 4.06(a) does not exceed 15% of
         Consolidated Stockholders' Equity.

                  Section 4.05. Corporate Existence. Subject to Article 5
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the
corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Subsidiary and (ii) the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors of the
Company shall determine, as reflected in a duly approved resolution, that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.

                  Section 4.06. Sale and Leaseback Transactions. The Company
will not, and will not permit any Subsidiary to, sell or transfer (except to the
Company or one or more Wholly-Owned Subsidiaries, or both) any Principal
Facility owned by it on the date of this Indenture with the intention of taking
back a lease of such property, other than a lease for a temporary period (not
exceeding 36 months) with the intent that the use by the Company or such
Subsidiary of such property will be discontinued at or before the expiration of
such period, unless after giving effect to such sale or transfer either:

                  (a)      the sum of (X) the aggregate sale price or, if
         greater, fair market value of all property involved in such sale and
         leaseback transaction not otherwise permitted under subsection (b)
         below plus (Y) the aggregate amount of Indebtedness secured by all
         Liens not otherwise permitted except under Section 4.04(f) does not
         exceed 15% of Consolidated Stockholders' Equity; or

the Company within 120 days after the sale or transfer shall have been made by
the Company or by any such Subsidiary applies an amount equal to the greater of
(i) the net proceeds of the sale of the Principal Facility sold and leased back
pursuant to such arrangement or (ii) the fair market value of the Principal
Facility sold and leased back at the time of entering into such arrangement
(which may be conclusively determined by the Board of Directors of the Company,
as reflected in a duly approved resolution) to the optional retirement of the
Notes or other Funded Debt of the Company ranking on a parity with the Notes.

                                    ARTICLE 5

                                   SUCCESSORS

                  Section 5.01. Merger, Consolidation, or Sale of Assets. The
Company shall not consolidate with or merge into any other Person or sell,
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:



                                                                              31

                  (a)      the Person formed by such consolidation or into which
         the Company is merged or the Person which acquires by sale, conveyance
         or transfer, or which leases, the properties and assets of the Company
         substantially as an entirety (the "successor Person") shall be a
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of (and premium, if any) and
         interest (including Additional Interest) on all the Notes and the
         performance or observance of every covenant of this Indenture to be
         performed or observed by the Company;

                  (b)      immediately after giving effect to such transaction,
         no Event of Default, and no event which, after notice or lapse of time,
         or both, would become an Event of Default, shall have happened and be
         continuing;

                  (c)      if, as a result of any such consolidation or merger
         or such sale, conveyance, transfer or lease, properties or assets of
         the Company or the properties or assets of one or more Subsidiaries of
         the Company would become subject to any Lien which would not otherwise
         be permitted by this Indenture without making effective provision
         whereby the Notes and any other Indebtedness of the Company then
         entitled thereto shall be equally and ratably secured with any and all
         Indebtedness and obligations secured thereby, the Company or such
         successor Person, as the case may be, shall take such steps as shall be
         necessary effectively to secure all Notes equally and ratably with (or
         prior to) all Indebtedness secured by such Lien; and

                  (d)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, sale, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

                  Section 5.02. Successor Corporation Substituted. Upon any
consolidation of the Company with or merger of the Company into any other
Person, or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 5.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture, the Notes, and the Registration Rights Agreement with the
same effect as if such successor Person had been named as the Company herein,
and thereafter the predecessor Person shall be relieved of all obligations and
covenants under this Indenture, the Notes and the Registration Rights Agreement.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                  Section 6.01. Events of Default. Each of the following is an
"Event of Default":



                                                                              32

                  (a)      default in the payment of any interest, or any
         Additional Interest, upon the Notes when the same become due and
         payable, and continuance of such default for a period of 30 days; or

                  (b)      default in the payment of the principal of (and
         premium, if any, on) the Notes when the same become due and payable; or

                  (c)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with), and continuance of
         such default or breach for a period of 60 days after there has been
         given, by registered or certified mail, to the Company by the Trustee
         or to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the outstanding Notes, a written notice specifying
         such default or breach and requiring it to be remedied and stating that
         such notice is a "Notice of Default" hereunder; or

                  (d)      default (i) in the payment of any scheduled principal
         of or interest on any Indebtedness of the Company or any Subsidiary of
         the Company (other than the Notes), aggregating more than $10 million
         in principal amount, when due and payable after giving effect to any
         applicable grace period or (ii) in the performance of any other term or
         provision of any Indebtedness of the Company or any Subsidiary of the
         Company (other than the Notes) in excess of $10 million principal
         amount that results in such Indebtedness becoming or being declared due
         and payable prior to the date on which it would otherwise become due
         and payable, and such acceleration shall not have been rescinded or
         annulled, or such Indebtedness shall not have been discharged, within a
         period of 15 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of the
         outstanding Notes, a written notice specifying such default or defaults
         and stating that such notice is a "Notice of Default" hereunder; or

                  (e)      the entry against the Company or any Subsidiary of
         the Company of one or more judgments, decrees or orders by a court
         having jurisdiction in the premises from which no appeal may be or is
         taken for the payment of money, either individually or in the
         aggregate, in excess of $10 million, and the continuance of such
         judgment, decree or order unsatisfied and in effect for any period of
         45 consecutive days after the amount thereof is due without a stay of
         execution;

                  (f)      any case or proceeding shall be commenced against the
         Company seeking to have an order for relief entered against it or to
         adjudicate it as bankrupt or insolvent or seeking reorganization,
         liquidation, dissolution, winding-up, arrangement, composition of its
         debts or other relief under any applicable bankruptcy, insolvency,
         reorganization or other similar law of any jurisdiction, domestic or
         foreign, now or hereafter existing, or a receiver, custodian,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or of any substantial part of its property shall be
         appointed; and such case or proceeding (A) results in the entry of an
         order for relief or similar order against the Company or (B) shall
         continue unstayed and in effect for a period of 60 consecutive days; or



                                                                              33

                  (g)      the commencement by the Company of a voluntary case
         or proceeding under any applicable bankruptcy, insolvency,
         reorganization or other similar law of any jurisdiction, domestic or
         foreign, now or hereafter existing, or the consent by the Company to,
         or the application by the Company for, the entry of an order for relief
         in respect of the Company in an involuntary case or proceeding under
         any such law or the appointment of a receiver, liquidator, assignee,
         custodian, trustee, sequestrator or other similar official of the
         Company or of any substantial part of its property, or the making by it
         of an assignment for the benefit of its creditors, or the admission by
         it in writing of its inability to pay its debts generally as they
         become due, or the taking of corporate action by the Company in
         furtherance of any such action.

                  In the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (d) of the preceding
paragraph, the declaration of acceleration of the Notes shall be automatically
annulled if the holders of any Indebtedness described in clause (d) of the
preceding paragraph have rescinded the declaration of acceleration in respect of
such Indebtedness within 30 days of the date of such declaration and if (i) the
annulment of the acceleration of Notes would not conflict with any judgment or
decree of an court of competent jurisdiction and (ii) all existing Events of
Default, except nonpayment of principal or interest on the Notes that became due
solely because of the acceleration of the Notes have been cured or waived.

                  Section 6.02. Acceleration. In the case of an Event of Default
arising from clause (f) or (g) of Section 6.01, with respect to the Company or a
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the principal, premium, if any,
accrued interest and Additional Interest, if any, of the Notes to be due and
payable by notice in writing to the Company and (if from the Holders) the
Trustee specifying the respective Event of Default and it is a "notice of
acceleration", and upon receipt of such notice the same shall become due and
payable, unless all Events of Default specified in the notice of acceleration
shall have been cured within said five Business Day period.

                  Section 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal, premium, if any, and interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

                  Section 6.04. Waiver of Past Defaults. Holders of not less
than a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its



                                                                              34

consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind any acceleration and its consequences,
including any related payment default that resulted from such acceleration). The
Company shall deliver to the Trustee an Officers' Certificate stating that the
requisite percentage of Holders has consented to such waiver and attaching
copies of such consents. In case of any such waiver, the Company, the Trustee
and the Holders shall be restored to their former positions and rights hereunder
and under the Notes, respectively. This Section 6.04 shall be in lieu of Section
316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

                  Section 6.05. Control by Majority. Subject to Section 2.09,
holders of a majority in principal amount of the then outstanding Notes may
direct in writing the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of Holders of Notes not taking part in such direction,
and the Trustee shall have the right to decline to follow any such direction, if
the Trustee, being advised by counsel, determines that such action so directed
may not be lawfully taken or if the Trustee, in good faith shall by a
Responsible Officer, determine that the proceedings so directed may involve the
Trustee in personal liability; provided that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction. In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against any loss or expense caused by
taking such action or following such direction. This Section 6.05 shall be in
lieu of Section 316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the
TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
by the TIA.

                  Section 6.06. Limitation on Suits. A Holder of a Note may
pursue a remedy with respect to this Indenture or the Notes only if:

                  (a)      the Holder of a Note gives to the Trustee written
         notice of a continuing Event of Default;

                  (b)      the Holders of at least 25% in principal amount of
         the then outstanding Notes make a written request to the Trustee to
         pursue the remedy;

                  (c)      such Holder of a Note or Holders of Notes offer and,
         if requested, provide to the Trustee indemnity satisfactory to the
         Trustee against any loss, liability or expense;

                  (d)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer and, if requested,
         the provision of indemnity; and



                                                                              35

                  (e)      during such 60-day period the Holders of a majority
         in principal amount of the then outstanding Notes do not give the
         Trustee a direction inconsistent with the request.

                  A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

                  Section 6.07. Rights of Holders of Notes to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of principal, premium and Additional Interest, if
any, and interest on the Note, on or after the respective due dates expressed in
the Note (including in connection with an offer to purchase), or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

                  Section 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(a) or (b) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of principal of, premium,
if any, interest and Additional Interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                  Section 6.09. Trustee May File Proofs of Claim. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other securities or property
payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                  Section 6.10. Priorities. If the Trustee collects any money
pursuant to this Article, it shall pay out the money in the following order:



                                                                              36

                  First: to the Trustee, its agents and attorneys for amounts
due under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
Notes for principal, premium and Additional Interest, if any, and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium and Additional Interest, if
any, and interest, respectively; and

                  Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

                  Section 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.

                                    ARTICLE 7

                                     TRUSTEE

                  Section 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

                  (b)      Except during the continuance of an Event of Default:

                  (i)      the duties of the Trustee shall be determined solely
                           by the express provisions of this Indenture and the
                           Trustee need perform only those duties that are
                           specifically set forth in this Indenture and no
                           others, and no implied covenants or obligations shall
                           be read into this Indenture against the Trustee; and

                  (ii)     in the absence of bad faith on its part, the Trustee
                           may conclusively rely, as to the truth of the
                           statements and the correctness of the opinions
                           expressed therein, upon certificates or opinions
                           furnished to the Trustee and conforming to the
                           requirements of this Indenture. However, in the case
                           of certificates or opinions specifically required by
                           any provision hereof to be furnished to it, the
                           Trustee shall examine the certificates and



                                                                              37

                           opinions to determine whether or not they conform to
                           the requirements of this Indenture (but need not
                           confirm or investigate the accuracy of mathematical
                           calculations or other facts purported to be stated
                           therein).

                  (c)      The Trustee may not be relieved from liabilities for
         its own negligent action, its own negligent failure to act, or its own
         willful misconduct, except that:

                  (i)      this paragraph does not limit the effect of paragraph
                           (b) of this Section;

                  (ii)     the Trustee shall not be liable for any error of
                           judgment made in good faith by a Responsible Officer,
                           unless it is proved that the Trustee was negligent in
                           ascertaining the pertinent facts; and

                  (iii)    the Trustee shall not be liable with respect to any
                           action it takes or omits to take in good faith in
                           accordance with a direction received by it pursuant
                           to Section 6.05 hereof.

                  (d)      Whether or not therein expressly so provided, every
         provision of this Indenture that in any way relates to the Trustee is
         subject to paragraphs (a), (b), and (c) of this Section.

                  (e)      No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or incur any liability. The
         Trustee shall be under no obligation to exercise any of its rights and
         powers under this Indenture at the request of any Holders, unless such
         Holder shall have offered to the Trustee security and indemnity
         satisfactory to it against any loss, liability or expense.

                  (f)      The Trustee shall not be liable for interest on any
         money received by it except as the Trustee may agree in writing with
         the Company. Money or assets held in trust by the Trustee need not be
         segregated from other funds or assets except to the extent required by
         law.

                  (g)      The Trustee is not required to give any bond or
         surety with respect to the performance of its duties or the exercise of
         its powers under this Indenture.

                  (h)      The permissive right of the Trustee to take the
         actions permitted by this Indenture shall not be construed as an
         obligation or duty to do so.

                  Section 7.02. Rights of Trustee. (a) The Trustee may
conclusively rely upon any document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

                  (b)      Before the Trustee acts or refrains from acting, it
         may consult with counsel and may require (other than in connection with
         the Exchange Offer contemplated by Section 2.06(h) unless required by
         the TIA) an Officers' Certificate or an Opinion of Counsel or both. The
         Trustee shall not be liable for any action it takes or omits to take in


                                                                              38

         good faith in reliance on such Officers' Certificate or Opinion of
         Counsel. The Trustee may consult with counsel and the advice of such
         counsel or any Opinion of Counsel shall be full and complete
         authorization and protection from liability in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         reliance thereon.

                  (c)      The Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent or attorney appointed with due care.

                  (d)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith that it believes to be authorized
         or within the rights or powers conferred upon it by this Indenture.

                  (e)      Unless otherwise specifically provided in this
         Indenture, any demand, request, direction or notice from the Company
         shall be sufficient if signed by an Officer of the Company.

                  (f)      The Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Indenture at the
         request or direction of any of the Holders unless such Holders shall
         have offered to the Trustee reasonable security or indemnity
         satisfactory to it against the costs, expenses and liabilities that
         might be incurred by it in compliance with such request or direction.

                  (g)      The Trustee shall not be deemed to have knowledge of
         any Default or Event of Default except (i) any Event of Default
         occurring pursuant to Section 6.01(a) or 6.01(b) or (ii) any Event of
         Default of which the Trustee shall have received written notification
         at the Corporate Trust Office of the Trustee or of which a Responsible
         Officer has actual knowledge, and in the absence of such notice or
         actual knowledge, the Trustee may conclusively assume that no such
         Event of Default or Default exists.

                  (h)      The rights, privileges, protections, immunities, and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each officer,
         director, employee, agent, custodian and other person employed to act
         hereunder, and shall survive the Trustee's resignation or removal, the
         discharge of this Indenture and payment in full of the Notes.

                  (i)      Notwithstanding anything else herein contained,
         whenever any provision of this Indenture indicates that any
         confirmation of a condition or event is qualified by the words "to the
         knowledge of" or "known to" the Trustee or other words of similar
         meaning, said words shall mean and refer to the current awareness of
         one or more Responsible Officers who are located at the Corporate Trust
         Office of the Trustee or who are otherwise responsible for
         administering the trusts created under this Indenture.

                  Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must



                                                                              39

eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

                  Section 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication.

                  Section 7.05. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to the Holders of the Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium, if any, or interest on any Note,
the Trustee may withhold the notice if and so long as the board of directors,
the executive committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

                  Section 7.06. Reports by Trustee to the Holders of the Notes.
Within 60 days after each May 15 beginning with the May 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of the Notes shall be mailed to the Company and filed with the SEC and
each stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any securities exchange or of any delisting thereof.

                  Section 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time reasonable compensation for its acceptance
of this Indenture and services hereunder. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel and
any taxes or other expenses incurred by a trust created pursuant to Section 8.04
hereof.

                  The Company shall indemnify the Trustee and its officers,
directors, employees and agents against any and all losses, liabilities, claims,
damages or expenses (including compensation, fees, disbursements and expenses of
Trustee's agents and counsel) incurred by it arising out of or in connection
with the acceptance or administration of its duties under this



                                                                              40

Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense is
judicially determined to have been caused by its own negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture and resignation or
removal of the Trustee. Any amounts due and owing the Trustee hereunder which
have not been paid by or on behalf of the Company within 15 days following
written notice thereof given to the Company in accordance with the provisions of
Section 10.02, shall bear interest at an interest rate equal to the Trustee's
announced prime rate in effect from time to time, plus four percent (4.0%) per
annum.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture. The Trustee's right to receive payment of any
amounts due under this Section 7.07 shall not be subordinated to any other
liability or Indebtedness of the Company.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(h) or (i) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  Section 7.08. Replacement of Trustee. A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee if:

                  (a)      the Trustee fails to comply with Section 7.10 hereof;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;



                                                                              41

                  (c)      a custodian or public officer takes charge of the
         Trustee or its property; or

                  (d)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

                  Section 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

                  Section 7.10. Eligibility; Disqualification. There shall at
all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof
that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are outstanding, if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.



                                                                              42

                  Section 7.11. Preferential Collection of Claims Against
Company. The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section 8.01. Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or Section 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

                  Section 8.02. Legal Defeasance and Discharge. Upon the
Company's exercise under Section 8.02 hereof of the option applicable to this
Section 8.02, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, interest and Additional Interest, if any, on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

                  Section 8.03. Covenant Defeasance. Upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, the
Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be released from its obligations under the covenants set
forth in Sections 4.04 and 4.06 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether



                                                                              43

directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) and 6.01(d) hereof shall not constitute Events of Default.

                  Section 8.04. Conditions to Legal Defeasance or Covenant
Defeasance. The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (i)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders of the Notes, cash in
         U.S. dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as shall be sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of, premium and Additional Interest, if any, and interest
         on the outstanding Notes on the stated maturity or on the applicable
         redemption date, as the case may be, and the Company must specify
         whether the Notes are being defeased to maturity or to a particular
         redemption date;

                  (ii)     in the case of an election under Section 8.02 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         reasonably acceptable to the Trustee confirming that (A) the Company
         has received from, or there has been published by, the Internal Revenue
         Service a ruling or (B) since the date of this Indenture, there has
         been a change in the applicable federal income tax law, in either case
         to the effect that, and based thereon such Opinion of Counsel shall
         confirm that, the Holders of the outstanding Notes shall not recognize
         income, gain or loss for federal income tax purposes as a result of
         such Legal Defeasance and shall be subject to federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such Legal Defeasance had not occurred;

                  (iii)    in the case of an election under Section 8.03 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         reasonably acceptable to the Trustee confirming that the Holders of the
         outstanding Notes shall not recognize income, gain or loss for federal
         income tax purposes as a result of such Covenant Defeasance and shall
         be subject to federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         Covenant Defeasance had not occurred;

                  (iv)     no Default or Event of Default shall have occurred
         and be continuing either (i) on the date of such deposit or (ii)
         insofar as an Event of Default set forth in Section 6.01(f) or Section
         6.01(g) shall have occurred and be continuing, at any time in the
         period ending on the 91st day after the date of deposit (other than a
         Default or Event of Default resulting from the borrowing of funds to be
         applied to such deposit);



                                                                              44

                  (v)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under
         any material agreement or instrument (other than this Indenture) to
         which the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (vi)     the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that, assuming no intervening
         bankruptcy with respect to the Company between the date of deposit and
         the 91st day following the deposit and assuming that no Holder is an
         "insider" with respect to the Company under applicable bankruptcy law,
         after the 91st day following the deposit, the trust funds will not be
         subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally;

                  (vii)    the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of Notes over any
         other creditors of the Company with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;
         and

                  (viii)   the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent, including, without limitation, the conditions set
         forth in this Section 8.04, provided for or relating to the Legal
         Defeasance or the Covenant Defeasance have been complied with.

                  Section 8.05. Deposited Money and Government Securities to Be
Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof,
all money and non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04
hereof in respect of the outstanding Notes shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04(i) hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.05 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.05(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.



                                                                              45

                  Section 8.06. Repayment to Company. Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, interest, or Additional Interest,
if any, on any Note and remaining unclaimed for two years after such principal,
and premium, if any, interest, or Additional Interest, if any, has become due
and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a secured creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

                  Section 8.07. Reinstatement. If the Trustee or Paying Agent is
unable to apply any United States dollars or non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

                  Section 9.01. Without Consent of Holders of Notes.
Notwithstanding Section 9.02 of this Indenture, without the consent of any
Holder of Notes, the Company and the Trustee may amend or supplement this
Indenture or the Notes:

                  (a)      to cure any ambiguity, defect, error or
         inconsistency;

                  (b)      to provide for uncertificated Notes in addition to or
         in place of certificated Notes;

                  (c)      to provide for the assumption of the Company's
         obligations to Holders of Notes in the case of a merger or
         consolidation or sale of all or substantially all of the assets of the
         Company;

                  (d)      to make any change that would provide any additional
         rights or benefits to the Holders of Notes or that does not adversely
         affect the legal rights under this Indenture of any such Holder;



                                                                              46

                  (e)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the Trust
         Indenture Act;

                  (f)      to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Indenture as of the
         date hereof; or

                  (g)      to allow any Subsidiary to guarantee the Notes.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02(b) hereof stating that such amended or supplemental
indenture complies with this Section 9.01, the Trustee shall join with the
Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties, liabilities, indemnities, benefits or immunities
under this Indenture or otherwise.

                  Section 9.02. With Consent of Holders of Notes. Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for the Notes). Section 2.08 hereof shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02(b)
hereof stating that any such amended or supplemental indenture complies with
this Section 9.02, the Trustee shall join with the Company in the execution of
such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental
indenture.

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly



                                                                              47

describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amended or supplemental indenture or waiver.

                  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

                  (a)      reduce the principal amount of Notes whose Holders
         must consent to an amendment, supplement or waiver;

                  (b)      reduce the principal of or change the fixed maturity
         of any Note or alter the provisions, or waive any payment, with respect
         to the redemption of the Notes;

                  (c)      reduce the rate of or change the time for payment of
         interest on any Note;

                  (d)      waive a Default or Event of Default in the payment of
         principal of or premium, if any, or interest or Additional Interest, if
         any, on the Notes (except a rescission of acceleration of the Notes
         (including Additional Notes, if any) by the Holders of at least a
         majority in aggregate principal amount of the Notes and a waiver of the
         payment default that resulted from such acceleration);

                  (e)      make any Note payable in money other than U.S.
         dollars;

                  (f)      make any change in the provisions of this Indenture
         relating to waivers of (i) past Defaults or (ii) the rights of the
         Holders of the Notes to receive payments of principal of or premium, if
         any, or interest or Additional Interest, if any, on the Notes; or

                  (g)      make any change in Section 6.04 or 6.07 hereof or in
         the foregoing amendment and waiver provisions.

                  Section 9.03. Compliance with Trust Indenture Act. Every
amendment or supplement to this Indenture or the Notes shall be set forth in an
amended or supplemental indenture that complies with the TIA as then in effect.

                  Section 9.04. Revocation and Effect of Consents. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by such Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.



                                                                              48

                  Section 9.05. Notation on or Exchange of Notes. The Trustee
may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Company in exchange for all Notes may
issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

                  Section 9.06. Trustee to Sign Amendments, Etc. The Trustee
shall sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights,
duties, liabilities, indemnities, benefits or immunities of the Trustee. The
Company may not sign an amendment or supplemental indenture until the Board of
Directors approves it. In executing any amended or supplemental indenture, the
Trustee shall be provided with and (subject to Section 7.01 hereof) shall be
fully protected in relying upon an Officers' Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee's rights, duties, liabilities, indemnities, benefits or immunities under
this Indenture or otherwise. In signing any amendment, supplement or waiver, the
Trustee shall be entitled to receive an indemnity reasonably satisfactory to it.

                  Section 9.07. Payments for Consent. The Company will not, and
will not permit any of its Subsidiaries to, directly or indirectly, pay or cause
to be paid any consideration to or for the benefit of any Holder of Notes for or
as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid and is paid to all Holders of the Notes that consent, waive or agree
to amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.

                                   ARTICLE 10

                                  MISCELLANEOUS

                  Section 10.01. Trust Indenture Act Controls. This Indenture is
subject to the provisions of the TIA that are required to be a part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.
If any provision of this Indenture modifies any TIA provision that may be so
modified, such TIA provision shall be deemed to apply to this Indenture as so
modified. If any provision of this Indenture excludes any TIA provision that may
be so excluded, such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.



                                                                              49

                  Section 10.02. Notices. Any notice or communication required
or permitted hereunder to be given by the Company or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, addressed as follows:

                  If to the Company:

                  Certegy Inc.
                  11720 Amber Park Drive
                  Alpharetta, GA 30004
                  Facsimile: (678) 867-8102

                  Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

                  With a copy to:

                  Kilpatrick Stockton
                  1100 Peachtree Street, Suite 2800
                  Atlanta, GA 30309
                  Facsimile: (404) 815-6555

                  Attention: Larry D. Ledbetter

                  If to the Trustee:

                  SunTrust Bank
                  25 Park Place, 24th Floor
                  Atlanta, GA 30303-2900
                  Facsimile: (404) 588-7335

                  Attn: Corporate Trust Administration

                  The Company or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.



                                                                              50

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

                  Section 10.03. Communication by Holders of Notes with Other
Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

                  Section 10.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or omit to take any action under this Indenture (other than in connection with
the Exchange Offer contemplated by Section 2.06(i) or under Section 2.02 hereof
unless required by the TIA), the Company shall furnish to the Trustee:

                  (a)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 10.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been satisfied;

                  (b)      an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 10.05 hereof) stating that, in the
         opinion of such counsel, all such conditions precedent and covenants
         have been satisfied; and

                  (c)      where applicable, a certificate or opinion by an
         independent certified public accountant satisfactory to the Trustee
         that complies with TIA Section 314(c).

                  Section 10.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

                  (a)      a statement that the Person making such certificate
         or opinion has read such covenant or condition;

                  (b)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c)      a statement that, in the opinion of such Person, he
         or she has made such examination or investigation as is necessary to
         enable him to express an informed opinion as to whether such covenant
         or condition has or has not been satisfied; and

                  (d)      a statement as to whether, in the opinion of such
         Person, such condition or covenant has or has not been satisfied.



                                                                              51

                  Section 10.06. Rules by Trustee and Agents. The Trustee may
make reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

                  Section 10.07. No Personal Liability of Directors, Officers,
Employees and Shareholders. No director, officer, employee, incorporator or
shareholder of the Company or the Trustee shall have any liability for any
obligations of the Company or the Trustee, respectively, under the Notes, the
Exchange Notes, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

                  Section 10.08. Governing Law. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

                  Section 10.09. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                  Section 10.10. Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

                  Section 10.11. Severability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 10.12. Counterpart Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

                  Section 10.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

                         [Signatures on following page]



                                                                              52

                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties have executed this Indenture
as of the date first written above.

                                           CERTEGY INC.

                                           By: /s/ Michael T. Vollkommer
                                               -------------------------
                                              Name: Michael T. Vollkommer
                                              Title: Corporate Vice President
                                                     and Chief Financial Officer

                                           SUNTRUST BANK, as trustee

                                           By: /s/ George Hogan
                                               -------------------------
                                              Name: George Hogan
                                              Title: Vice President



                                                                       EXHIBIT A

                       [FORM OF FACE OF UNREGISTERED NOTE]

                         [Applicable Restrictive Legend]

                       [Global Note Legend, if applicable]

[CUSIP        156880AA4 - 144A]

[CUSIP     U15693AA9 - REGULATION S]

[ISIN      US156880AA45 - 144A]

[ISIN      USU15693AA92 - REGULATION S]

                              4.75% Notes due 2008

No. 1

                                                        $_______________________

                                  CERTEGY INC.

promises to pay to CEDE & CO., or registered assigns, the principal sum of
______ MILLION DOLLARS ($___________) on September 15, 2008.

Interest Payment Dates:  March 15 and September 15

Record Dates:  March 1 and September 1

                                      A-1


         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.

Dated:

                                                     CERTEGY INC.

                                                     By: _______________________
                                                         Name:
                                                         Title:

         [SEAL]

ATTEST:

By: ____________________________
    Name:
    Title:
                                      A-2


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes referred to in the within-mentioned Indenture.

                                                     SUNTRUST BANK,
                                                     as Trustee

                                                     By: _______________________
                                                         (Authorized Signatory)

                                      A-3


                     [FORM OF REVERSE OF UNREGISTERED NOTE]
                              4.75% Notes due 2008

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1. Interest. Certegy Inc., a Georgia corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
4.75% per annum from the date provided below until maturity and shall pay the
Additional Interest payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Additional
Interest semi-annually on March 15 and September 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be March 15, 2004. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.

                  2. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the March 1 or September
1 immediately preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Additional
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
Additional Interest on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

                  3. Paying Agent and Registrar. Initially, SunTrust Bank, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

                  4. Indenture. The Company issued the Notes under an Indenture
dated as of September 10, 2003 (the "Indenture") between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of

                                      A-4


the Indenture, the provisions of the Indenture shall govern and be
controlling. The Initial Notes are limited to $200,000,000 in aggregate
principal amount. The Indenture pursuant to which this Note is issued provides
that an unlimited amount of Additional Notes may be issued thereunder.

                  5. Optional Redemption. The Company may redeem all or a part
of the Notes from time to time, upon not less than 30 nor more than 60 days'
notice, at a redemption price of 100% of the aggregate principal amount of the
Notes being redeemed plus the Make-Whole Amount, if any, plus accrued and unpaid
interest and Additional Interest, if any, to the applicable redemption date.

                  6. No Sinking Fund. The Company shall not be required to make
sinking fund payments with respect to the Notes.

                  7. Notice of Redemption. Notice of redemption shall be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  8. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  9. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.

                  10. Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes, voting as a single class. Without the consent of any Holder
of a Note, the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's obligations to Holders of the Notes in case of a merger or
consolidation or sale of all or substantially all of the assets of the Company,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or

                                       A-5


that does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture or to allow any Subsidiary to guarantee the Notes.

                  11. Defaults and Remedies. Events of Default include: (a)
default in the payment of any interest, or any Additional Interest, upon the
Notes when the same become due and payable, and continuance of such default for
a period of 30 days; (b) default in the payment of the principal of (and
premium, if any, on) the Notes when due and payable; (c) default in the
performance, or breach, of any covenant or warranty of the Company in the
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in the Indenture specifically dealt with), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and Trustee by the Holders of at least 25% in principal amount of
the outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; (d) default (i) in the payment of any scheduled principal of
or interest on any Indebtedness of the Company or any Subsidiary of the Company
(other than the Notes), aggregating more than $10 million in principal amount,
when due and payable after giving effect to any applicable grace period or (ii)
in the performance of any other term or provision of any Indebtedness of the
Company or any Subsidiary of the Company (other than the Notes) in excess of $10
million principal amount that results in such Indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such acceleration shall not have been rescinded or
annulled, or such Indebtedness shall not have been discharged, within a period
of 15 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the outstanding Notes, a written notice
specifying such default or defaults and stating that such notice is a "Notice of
Default" under the Indenture; (e) the entry against the Company or any
Subsidiary of the Company of one or more judgments, decrees or orders by a court
having jurisdiction in the premises from which no appeal may be or is taken for
the payment of money, either individually or in the aggregate, in excess of $10
million, and the continuance of such judgment, decree or order unsatisfied and
in effect for any period of 45 consecutive days after the amount thereof is due
without a stay of execution; and (f) certain events of bankruptcy and insolvency
with respect to the Company or any of its Subsidiaries. In the event of a
declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness
described in clause (d) of this paragraph, the declaration of acceleration of
the Notes shall be automatically annulled if the holders of any Indebtedness
described in clause (d) of this paragraph have rescinded the declaration of
acceleration in respect of such Indebtedness within 30 days of the date of such
declaration and if (i) the annulment of the acceleration of Notes would not
conflict with any judgment or decree of a court of competent jurisdiction and
(ii) all existing Events of Default, except nonpayment of principal or interest
on the Notes that became due solely because of the acceleration of the Notes
have been cured or waived. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the principal, premium, if any, accrued
interest and Additional Interest, if any, of the Notes to be due and payable by
Notice in writing to the

                                       A-6


Company and (if from the Holders) the Trustee specifying the respective Event of
Default and that it is a "notice of acceleration", and upon receipt of such
notice the same shall become due and payable, unless all Events of Default
specified in the notice of acceleration shall have been cured within the five
Business Day period. In the case of an Event of Default arising from certain
events of bankruptcy or insolvency as described in clause (f) above, all
outstanding Notes will become due and payable immediately without further action
or notice. Holders of the Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and
Additional Interest, if any, or interest on, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

                  12. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  13. No Recourse Against Others. No director, officer,
employee, incorporator or shareholder of the Company or the Trustee, as such,
shall have any liability for any obligations of the Company or the Trustee,
respectively under the Notes or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

                  14. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  15. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  16. Additional Rights of Holders of Notes. In addition to the
rights provided to Holders of Notes under the Indenture, Holders of Notes shall
have all the rights set forth in the Registration Rights Agreement, dated as of
September 10, 2003, between the Company and each of the parties named on the
signature pages thereof or, in the case of Additional Notes, Holders of
Additional Notes, shall have the rights set forth in one or more registration
rights agreements, if any, between the Company and the other parties thereto,
relating to rights given by the Company to the purchasers of Additional Notes
(collectively, the "Registration Rights Agreement").

                                       A-7


                  17. CUSIP and ISIN Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP or ISIN numbers or both numbers to be printed on the
Notes and the Trustee may use CUSIP or ISIN numbers or both numbers in notices
to the Holders of the Notes as a convenience to Holders. No representation is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice to the Holders of the Notes and reliance may be placed
only on the other identification numbers placed thereon.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                  Certegy Inc.
                  11720 Amber Park Drive
                  Alpharetta, GA  30004
                  Facsimile:  (678) 867-8102
                  Attention:  Michael T. Volkommer and Walter M. Korchun, Esq.

                                       A-8


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                    I or we assign and transfer this Note to
              _____________________________________________________
              (Print or type assignee's name, address and zip code)
                  _____________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint ___________ agent to transfer this Note on the
     books of the Company.  The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                            (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

         In connection with any transfer or exchange of any of the Notes
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Notes and the last
date, if any, on which such Notes were owned by the Company or any Affiliate of
the Company, the undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

         1[ ]     acquired for the undersigned's own account, without transfer;
                  or

         2[ ]     transferred to the Company; or

         3[ ]     transferred pursuant to and in compliance with Rule 144A under
                  the Securities Act of 1933, as amended (the "Securities Act");
                  or

         4[ ]     transferred pursuant to an effective registration statement
                  under the Securities Act; or

         5[ ]     transferred pursuant to and in compliance with Regulation S
                  under the Securities Act; or

         6[ ]     transferred to an institutional "accredited investor" (as
                  defined in Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act), that has furnished to the Trustee a signed

                                       A-9


                  letter containing certain representations and agreements (the
                  form of which letter appears as Exhibit C-2 to the Indenture);
                  or

         7[ ]     transferred pursuant to and in compliance with Rule 144 under
                  the Securities Act or another available exemption from the
                  registration requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if box (5), (6) or (7) is
checked, the Trustee or the Company may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, such as the exemption provided by Rule 144
under such Act.

                                                     ___________________________
                                                     Signature

Signature Guarantee:

_____________________________                        ___________________________
(Signature must be guaranteed)                       Signature

________________________________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

____________________________
Dated:

                                                     ___________________________
                                                     Signature

                                                     ___________________________
                                                     Signature

                                      A-10


                                         [TO BE ATTACHED TO GLOBAL
                                         NOTES]

         SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


                  The following increases or decreases in this Global Note have
been made:



                                                                          Principal Amount of this Global  Signature of authorized
Date of   Amount of decrease in Principal Amount of increase in Principal Note following such decrease or  signatory of Trustee or
Exchange  Amount of this Global Note      Amount of this Global Note      increase                         Custodian
- --------  ------------------------------  ------------------------------  -------------------------------  ------------------------
                                                                                               


                                      A-11


                                                                       EXHIBIT B

                        [FORM OF FACE OF REGISTERED NOTE]

                       [Global Note Legend, if applicable]

CUSIP

                              4.75% Notes due 2008

No. 1
                                                          $_____________________

                                  CERTEGY INC.

promises to pay to CEDE & CO.,  or  registered  assigns,  the  principal  sum of
______ MILLION DOLLARS ($___________) on September 15, 2008.

Interest Payment Dates:  March 15 and September 15

Record Dates:  March 1 and September 1

                                       B-1


         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.

Dated:

                                                     CERTEGY INC.

                                                     By:  ______________________
                                                          Name:
                                                          Title:

         [SEAL]

ATTEST:

By:  ____________________________
     Name:
     Title:

                                       B-2


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes referred to in the within-mentioned Indenture.

                                                     SUNTRUST BANK,
                                                     as Trustee

                                                     By:  ______________________
                                                          (Authorized Signatory)

                                       B-3


                      [FORM OF REVERSE OF REGISTERED NOTE]
                              4.75% Notes due 2008

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1. Interest. Certegy Inc., a Georgia corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
4.75% per annum from the date provided below until maturity and shall pay the
Additional Interest payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Additional
Interest semi-annually on March 15 and September 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). The first Interest Payment Date shall be the March 15
or September 15, as the case may be, after the Exchange Offer referred to in the
Indenture. This Note is an "Exchange Note" (as such term is used in the
Indenture), exchanged in the Exchange Offer for Initial Notes or Additional
Notes. Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided further that if
this Note shall be authenticated before the first Interest Payment Date for the
Exchange Notes, interest on this Note shall accrue from the last interest
payment date to which interest has been paid on the Initial Notes or Additional
Notes that were exchanged for this Note or if no interest has been paid on such
Initial Notes or Additional Notes, from the date of original issue of such
Initial Notes or Additional Notes. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

                  2. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the March 1 or September
1 immediately preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Additional
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
Additional Interest on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

                  3. Paying Agent and Registrar. Initially, SunTrust Bank, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

                                       B-4


                  4. Indenture. The Company issued the Notes under an Indenture
dated as of September 10, 2003 (the "Indenture") between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Initial Notes are limited to $200,000,000 in aggregate
principal amount. The Indenture pursuant to which this Note is issued provides
that an unlimited amount of Additional Notes may be issued thereunder.

                  5. Optional Redemption. The Company may redeem all or a part
of the Notes from time to time, upon not less than 30 nor more than 60 days'
notice, at a redemption price of 100% of the aggregate principal amount of the
Notes being redeemed plus the Make-Whole Amount, if any, plus accrued and unpaid
interest and Additional Interest, if any, to the applicable redemption date.

                  6. No Sinking Fund. The Company shall not be required to make
sinking fund payments with respect to the Notes.

                  7. Notice of Redemption. Notice of redemption shall be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  8. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  9. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.

                  10. Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then

                                       B-5


outstanding Notes, voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes, voting as a single class. Without the consent of any Holder
of a Note, the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's obligations to Holders of the Notes in case of a merger or
consolidation or sale of all or substantially all of the assets of the Company,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture or to allow any Subsidiary to
guarantee the Notes.

                  11. Defaults and Remedies. Events of Default include: (a)
default in the payment of any interest, or any Additional Interest, upon the
Notes when the same become due and payable, and continuance of such default for
a period of 30 days; (b) default in the payment of the principal of (and
premium, if any, on) the Notes when due and payable; (c) default in the
performance, or breach, of any covenant or warranty of the Company in the
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in the Indenture specifically dealt with), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and Trustee by the Holders of at least 25% in principal amount of
the outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; (d) default (i) in the payment of any scheduled principal of
or interest on any Indebtedness of the Company or any Subsidiary of the Company
(other than the Notes), aggregating more than $10 million in principal amount,
when due and payable after giving effect to any applicable grace period or (ii)
in the performance of any other term or provision of any Indebtedness of the
Company or any Subsidiary of the Company (other than the Notes) in excess of $10
million principal amount that results in such Indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such acceleration shall not have been rescinded or
annulled, or such Indebtedness shall not have been discharged, within a period
of 15 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the outstanding Notes, a written notice
specifying such default or defaults and stating that such notice is a "Notice of
Default" under the Indenture; (e) the entry against the Company or any
Subsidiary of the Company of one or more judgments, decrees or orders by a court
having jurisdiction in the premises from which no appeal may be or is taken for
the payment of money, either individually or in the aggregate, in excess of $10
million, and the continuance of such judgment, decree or order unsatisfied and
in effect for any period of 45 consecutive days after the amount thereof is due
without a stay of execution; and (f) certain events of bankruptcy and insolvency
with respect to the Company or any of its Subsidiaries. In the event of a
declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness
described in clause (d) of this paragraph, the declaration of acceleration of
the Notes shall be automatically annulled if the holders of any Indebtedness
described in clause (d) of this paragraph have rescinded the declaration of
acceleration in respect of such Indebtedness within 30 days of the date of such
declaration and if (i) the annulment of the acceleration of Notes would not
conflict with any

                                       B-6


judgment or decree of a court of competent jurisdiction and (ii) all existing
Events of Default, except nonpayment of principal or interest on the Notes that
became due solely because of the acceleration of the Notes have been cured or
waived. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the principal, premium, if any, accrued interest and Additional
Interest, if any, of the Notes to be due and payable by Notice in writing to the
Company and (if from the Holders) the Trustee specifying the respective Event of
Default and that it is a "notice of acceleration", and upon receipt of such
notice the same shall become due and payable, unless all Events of Default
specified in the notice of acceleration shall have been cured within the five
Business Day period. In the case of an Event of Default arising from certain
events of bankruptcy or insolvency as described in clause (f) above, all
outstanding Notes will become due and payable immediately without further action
or notice. Holders of the Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and
Additional Interest, if any, or interest on, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

                  12. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  13. No Recourse Against Others. No director, officer,
employee, incorporator or shareholder of the Company or the Trustee, as such,
shall have any liability for any obligations of the Company or the Trustee,
respectively under the Notes or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

                  14. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  15. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  16. CUSIP and ISIN Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP or

                                       B-7


ISIN numbers or both numbers to be printed on the Notes and the Trustee may use
CUSIP or ISIN numbers or both numbers in notices to the Holders of the Notes as
a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice to the
Holders of the Notes and reliance may be placed only on the other identification
numbers placed thereon.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                  Certegy Inc.
                  11720 Amber Park Drive
                  Alpharetta, GA 30004
                  Facsimile: (678) 867-8102
                  Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

                                       B-8


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                    I or we assign and transfer this Note to
              _____________________________________________________
              (Print or type assignee's name, address and zip code)
                   __________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint ___________ agent to transfer this Note on the
     books of the Company.  The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                             (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                       B-9


                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

                  The following increases or decreases in this Global Note have
been made:



                                                                          Principal Amount of this Global  Signature of authorized
Date of   Amount of decrease in Principal Amount of increase in Principal Note following such decrease or  signatory of Trustee or
Exchange  Amount of this Global Note      Amount of this Global Note      increase                         Custodian
- --------  ------------------------------  ------------------------------  -------------------------------  ------------------------
                                                                                               


                                      B-10

                                                                     EXHIBIT C-1

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

     In connection with our proposed purchase of the 4.75% Notes due 2008 (the
"Notes") issued by Certegy Inc., a Georgia corporation (the "Company"), we
hereby confirm the following:

                  (1)      We acknowledge that:

- -    the notes have not been registered under the Securities Act of 1933, as
     amended (the "Securities Act") or any other securities laws and are being
     offered for resale in transactions that do not require registration under
     the Securities Act or any other securities laws; and

- -    unless so registered, the notes may not be offered, sold or otherwise
     transferred except under an exemption from, or in a transaction not subject
     to, the registration requirements of the Securities Act or any other
     applicable securities laws, and in each case in compliance with the
     conditions for transfer set forth in paragraph (4) below.

- -

                  (2)      We represent that we are not an affiliate (as defined
         in Rule 144 under the Securities Act) of the Company, that we are not
         acting on the Company's behalf and that we are an institutional
         accredited investor within the meaning of Rule 501(a)(1), (2), (3), or
         (7) under the Securities Act, who is purchasing notes with a principal
         amount of at least $250,000, and, if the notes are to be purchased for
         one or more accounts ("investor accounts") for which we are acting as a
         fiduciary or agent, each holder of these investor accounts is an
         institutional accredited investor, who is purchasing notes with a
         principal amount of at least $250,000, and we:

- -    are acquiring the notes for investment, in the normal course of business,
     and not with a view to, or for offer or sale in connection with, any
     distribution thereof in violation of the Securities Act;

- -    invest in or purchase securities similar to the notes and we have such
     knowledge and experience in financial and business matters that make us
     capable of evaluating the merits and risks of purchasing notes; and

- -    are aware that we (or any of these investor accounts) may be required to
     bear the economic risk of an investment in the notes for an indefinite
     period of time and we (or that investor account) are able to bear this risk
     for an indefinite period.

- -

                  (3)      We acknowledge that neither the Company nor the
initial purchasers nor any person representing the Company or the initial
purchasers has made any representation to us with respect to the Company or the
offering of the notes, other than the information contained in the Company's
offering memorandum relating to the notes. We represent that we are relying only
on such offering memorandum in making our investment decision with respect to
the notes. We acknowledge that no representation or warranty is made by the
initial purchasers as to the accuracy or completeness of the offering
memorandum. We agree that we have had access to such financial and other
information concerning the Company and the notes as we have deemed

                                      C-1-1


necessary in connection with our decision to purchase notes, including an
opportunity to ask questions of and request information from the Company.

                  (4)      We represent that we are purchasing notes for our own
account, or for one or more investor accounts for which we are acting as a
fiduciary or agent, in each case for investment and not with a view to, or for
offer or sale in connection with, any distribution of the notes in violation of
the Securities Act, subject to any requirement of law that the disposition of
our property or the property of that investor account or accounts be at all
times within our or their control and subject to our or their ability to resell
the notes pursuant to Rule 144A, Regulation S or any other available exemption
from registration under the Securities Act. We agree on our own behalf and on
behalf of any investor account for which we are purchasing notes, and each
subsequent holder of the notes by its acceptance of the notes will agree, that
until the end of the Resale Restriction Period (as defined below), the notes may
be offered, sold, or otherwise transferred only: (i) to the Company; (ii) under
a registration statement that has been declared effective under the Securities
Act; (iii) for so long as the notes are eligible for resale under Rule 144A, to
a person the seller reasonably believes is a qualified institutional buyer that
is purchasing for its own account or for the account of another qualified
institutional buyer and to whom notice is given that the transfer is being made
in reliance on Rule 144A; (iv) through offers and sales that occur outside the
United States within the meaning of Regulation S under the Securities Act; (v)
to an institutional accredited investor that is not a qualified institutional
buyer and that is acquiring the notes for its own account or for the account of
another institutional accredited investor for investment and not with a view to,
or for offer or sale in connection with, any distribution in violation of the
Securities Act, in each case in a minimum principal amount of notes of $250,000;
or (vi) under Rule 144 under the Securities Act or any other available exemption
from the registration requirements of the Securities Act; subject in each of the
above cases to any requirement of law that the disposition of the seller's
property or the property of an investor account or accounts be at all times
within the seller or account's control.

                  (5)      We also acknowledge that:

- -    the above restrictions on resale will apply from the closing date of the
     sale of the notes until the date that is two years (other than in the case
     of notes sold pursuant to Regulation S) or 40 days (in the case of notes
     sold pursuant to Regulation S) after the later of the closing date and the
     last date that the Company or any of its affiliates was the owner of the
     notes or any predecessor of the notes (the "Resale Restriction Period"),
     and will not apply after the applicable Resale Restriction Period ends;

- -    if a holder of notes proposes to resell or transfer notes under clause (v)
     of paragraph (4) above before the applicable Resale Restriction Period
     ends, the seller must deliver to the Company and the trustee a letter from
     the purchaser in the form set forth in the indenture which must provide,
     among other things, that the purchaser is an institutional accredited
     investor that is acquiring the notes not for distribution in violation of
     the Securities Act;

- -    the Company and the trustee reserve the right to require in connection with
     any offer, sale or other transfer of notes under clauses (iv), (v) and (vi)
     of paragraph (4) above the delivery of an opinion of counsel,
     certifications and/or other information satisfactory to the Company and the
     Trustee; and

                                      C-1-2


- -    each note will contain one or more legends as required by the indenture and
     substantially to the effect set forth in the offering memorandum relating
     to the notes.

- -

                  (6)      We acknowledge that the Company, the initial
purchasers, the trustee and others will rely upon the truth and accuracy of the
above acknowledgments, representations, warranties and agreements. We agree that
if any of the acknowledgments, representations, warranties and agreements deemed
to have been made by our purchase of the notes is no longer accurate, we will
promptly notify the Company and the initial purchasers. If we are acquiring any
notes as a fiduciary or agent for one or more investor accounts, we represent
that we have sole investment discretion with respect to each such account, that
we have full power to make the above acknowledgments, representations,
warranties and agreements on behalf of each such account, and that each such
account is eligible to purchase the notes.

         The Company, the trustee and the initial purchasers are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered hereby.

                                                     Very truly yours,

                                                     By:________________________
                                                        Name:
                                                        Title:
Dated:__________________,___

                                     C-1-3


                                                                     EXHIBIT C-2

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Certegy Inc.
11720 Amber Park Drive
Alpharetta, GA 30004
Facsimile: (678) 867-8102

Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, GA 30303
Facsimile: (404) 588-7335

Attn: Corporate Trust Administration

                  Re:      4.75% Notes due 2008

                  Reference is hereby made to the Indenture, dated as of
September 10, 2003 (the "Indenture"), between Certegy Inc., as issuer (the
"Company") and SunTrust Bank, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture

                  This certificate is delivered to request a transfer of
$_________ principal amount of the 4.75% Notes due 2008 (the "Notes") of the
Company.

                  Upon such transfer, the new beneficial owner will be as
follows:

                  Name: ___________________________________

                  Address: ________________________________

                  Taxpayer ID Number: _____________________

                  In connection with the proposed transfer to us of such Notes,
we represent and warrant to you that:

                  1.       We understand that any transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein

                                      C-2-1


except in compliance with, such restrictions and conditions and the United
States Securities Act of 1933, as amended (the "Securities Act").

                  2.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) purchasing
for our own account or for the account of such an institutional "accredited
investor" at least $250,000 principal amount of the Notes, and we are acquiring
the Notes not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risk of our investment in the Notes and we invest in or purchase
securities similar to the Notes in the normal course of our business. We and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.

                  3.       We understand that the Notes have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act, to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing
for its own account or for the account of such an institutional "accredited
investor," in each case in a minimum principal amount of Notes of $250,000 or
(f) pursuant to any other available exemption from the registration requirements
of the Securities Act, subject in each of the foregoing cases to any requirement
of law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Notes is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form
of this letter to the Company and the Trustee, which shall provide, among other
things, that the transferee is an institutional "accredited investor" (within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and
that it is acquiring such Notes for investment purposes and not for distribution
in violation of the Securities Act. Each purchaser acknowledges that the Company
and the Trustee reserve the right prior to any offer, sale or other transfer
prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e)
or (f) above to require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to the Company and the Trustee.

                                      C-2-2


                  The Company and the Trustee are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.

                                                     [Insert Name of Transferee]

                                                     By:________________________
                                                        Name:
                                                        Title:
Dated:__________________,___

                                      C-2-3


                                                                       EXHIBIT D

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                       TRANSFERS PURSUANT TO REGULATION S

Certegy Inc.
11720 Amber Park Drive
Alpharetta, GA  30004
Facsimile: (678) 867-8102

Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, GA 30303
Facsimile: (404) 588-7335

Attn: Corporate Trust Administration

                  Re:      4.75% Notes due 2008

                  Reference is hereby made to the Indenture, dated as of
September 10, 2003 (the "Indenture"), between Certegy Inc., as issuer (the
"Company") and SunTrust Bank, as trustee.

                  In connection with our proposed sale of $________ aggregate
principal amount of 4.75% Notes due 2008 (the "Notes") of the Company, we
confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, we represent that:

         (a)      the offer of the Notes was not made to a person in the United
       States;

         (b)      either (i) at the time the buy order was originated, the
       transferee was outside the United States or we and any person acting on
       our behalf reasonably believed that the transferee was outside the
       United States or (ii) the transaction was executed in, on or through
       the facilities of a designated off-shore securities market and neither
       we nor any person acting on our behalf knows that the transaction has
       been pre-arranged with a buyer in the United States;

         (c)      no directed selling efforts have been made in the United

       States in contravention of the requirements of Rule 903(b) or Rule
       904(b) of Regulation S, as applicable; and

         (d)      the transaction is not part of a plan or scheme to evade the
       registration requirements of the Securities Act.

                                       D-1


         In addition, if the sale is made during a restricted period, we
represent that the sale is not being made to a United States person or for the
account or benefit of a United States person.

         The Company and the Trustee are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings forth in Regulation S.

                                                  [Insert Name of Transferor]

                                                  By:___________________________
                                                  Name:

                                                  Title:

                                                  Authorized Signature

                                                  Signature Medallion Guaranteed

                                       D-2

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                                  CERTEGY INC.,

                            BEAR, STEARNS & CO. INC.

                                       AND

                 THE OTHER INITIAL PURCHASERS REFERRED TO HEREIN

                         DATED AS OF SEPTEMBER 10, 2003



                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of September 10, 2003, by and among Certegy Inc., a Georgia
corporation (the "Company"), Bear, Stearns & Co. Inc. and the other parties
referred to in Schedule A to the Purchase Agreement (as defined below (each, an
"Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom
has agreed to purchase the Company's 4.75% Notes due 2008 (the "Initial Notes")
pursuant to the Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of September 3, 2003 (the "Purchase Agreement"), by and among the
Company and the Initial Purchasers (i) for the benefit of the Initial Purchasers
and (ii) for the benefit of the holders from time to time of the Notes
(including the Initial Purchasers). In order to induce the Initial Purchasers to
purchase the Initial Notes, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section
5 of the Purchase Agreement.

                  The parties hereby agree as follows:

SECTION 1. DEFINITIONS

                  As used in this Agreement, the following capitalized terms
shall have the following meanings:

                  Additional Interest:  As defined in Section 5 hereof.

                  Affiliate:  As defined in Rule 144 under the Securities Act.

                  Agreement:  As defined in the preamble.

                  Base Interest: The interest that would otherwise accrue on the
         Notes under the terms thereof and the Indenture, without giving effect
         to the provisions of this Agreement.

                  Broker-Dealer: Any broker or dealer registered under the
         Exchange Act.

                  Closing Date:  The date of this Agreement.

                  Commission:  The Securities and Exchange Commission.

                  Company:  As defined in the preamble.

                  Consummate: A registered Exchange Offer shall be deemed
         "Consummated" for purposes of this Agreement upon the occurrence of (i)
         the filing and effectiveness under the Securities Act of the Exchange
         Offer Registration Statement relating to the Exchange Notes to be
         issued in the Exchange Offer, (ii) the maintenance of such Registration
         Statement continuously effective and the keeping of the Exchange Offer
         open for a period not less than the minimum period required pursuant to
         Section 3(b) hereof, and



                                                                               2

         (iii) the delivery by the Company to the Registrar under the Indenture
         of Exchange Notes in the same aggregate principal amount as the
         aggregate principal amount of Initial Notes that were tendered by
         Holders thereof pursuant to the Exchange Offer.

                  Consummation Deadline:  As defined in Section 3(b) hereof.

                  Effectiveness Target Date:  As defined in Section 5 hereof.

                  Exchange Act:  The Securities Exchange Act of 1934, as
         amended.

                  Exchange Notes: The 4.75% Notes due 2008 to be issued pursuant
         to the Indenture and to be offered to Holders in exchange for Transfer
         Restricted Securities as contemplated by this Agreement.

                  Exchange Offer: The exchange offer by the Company of the
         Exchange Notes (which shall be registered pursuant to the Exchange
         Offer Registration Statement) pursuant to which the Company will offer
         all Holders that are not prohibited by law or policy of the Commission
         from participating in such offer, the opportunity to exchange all
         outstanding Transfer Restricted Securities held by such Holders for
         Exchange Notes in an aggregate principal amount equal to the aggregate
         principal amount of the Transfer Restricted Securities tendered in such
         exchange offer by such Holders.

                  Exchange Offer Registration Statement: The Registration
         Statement relating to the Exchange Offer, including the related
         Prospectus.

                  Holder:  As defined in Section 2(b) hereof.

                  Indemnified Holder:  As defined in Section 8(a) hereof.

                  Indenture: The Indenture, dated as of September 10, 2003,
         among the Company and SunTrust Bank, as trustee (the "Trustee"),
         pursuant to which the Notes are to be issued, as such Indenture is
         amended or supplemented from time to time in accordance with the terms
         thereof.

                  Initial Notes:  As defined in the preamble.

                  Initial Placement: The issuance and sale by the Company of the
         Initial Notes to the Initial Purchasers pursuant to the Purchase
         Agreement.

                  Initial Purchasers:  As defined in the preamble.

                  NASD:  National Association of Securities Dealers, Inc.

                  Notes:  The Initial Notes and the Exchange Notes.

                  Participating Broker-Dealer: Any Broker-Dealer that (i) holds
         Notes that were acquired for its own account as a result of
         market-making activities or other trading activities (other than Notes
         acquired directly from the Company or any of its Affiliates)



                                                                               3

         that intends to participate in the Exchange Offer or (ii) holds
         Exchange Notes acquired in the Exchange Offer.

                  Person: An individual, partnership, corporation, limited
         liability company, trust or unincorporated organization, or a
         government or agency or political subdivision thereof.

                  Prospectus: The prospectus included in a Registration
         Statement at the time such Registration Statement is declared
         effective, as amended or supplemented by any prospectus supplement and
         by all other amendments thereto, including post-effective amendments,
         and all material incorporated by reference into such Prospectus.

                  Purchase Agreement:  As defined in the preamble.

                  Recommencement Date:  As defined in Section 6(d) hereof.

                  Registration Default:  As defined in Section 5 hereof.

                  Registration Statement: Any registration statement of the
         Company relating to (a) an offering of Exchange Notes pursuant to an
         Exchange Offer or (b) the registration for resale of Transfer
         Restricted Securities pursuant to the Shelf Registration Statement,
         which is filed pursuant to the provisions of this Agreement, in each
         case, including the Prospectus included therein, all amendments and
         supplements thereto (including post-effective amendments) and all
         exhibits and material incorporated by reference therein.

                  Securities Act:  The Securities Act of 1933, as amended.

                  Shelf Filing Deadline:  As defined in Section 4 hereof.

                  Shelf Registration Statement:  As defined in Section 4 hereof.

                  Suspension Notice:  As defined in Section 6(d) hereof.

                  Transfer Restricted Securities: Each Initial Note, until the
         earliest to occur of (a) the date on which such Initial Note is
         exchanged in the Exchange Offer and entitled to be resold to the public
         by the Holder thereof without complying with the prospectus delivery
         requirements of the Securities Act, (b) the date on which such Initial
         Note has been effectively registered under the Securities Act and
         disposed of in accordance with a Shelf Registration Statement and (c)
         the date on which such Initial Note may be resold to the public
         pursuant to Rule 144 under the Securities Act, and each Exchange Note
         until the date on which such Exchange Note is disposed of or by a
         Participating Broker-Dealer pursuant to the "Plan of Distribution"
         contemplated by the Exchange Offer Registration Statement (including
         delivery of the Prospectus contained therein).

                  Trust Indenture Act: The Trust Indenture Act of 1939 (15
         U.S.C. Section 77aaa to 77bbbb) as in effect on the date of the
         Indenture.



                                                                               4

                  Underwritten Registration or Underwritten Offering: A
         registration in which securities of the Company are sold to an
         underwriter for reoffering to the public.

SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

                  (a)      Transfer Restricted Securities. The securities
entitled to the benefits of this Agreement are the Transfer Restricted
Securities.

                  (b)      Holders of Transfer Restricted Securities. A Person
is deemed to be a holder of Transfer Restricted Securities (each, a "Holder")
whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

                  (a)      Unless the Exchange Offer shall not be permissible
under applicable law or Commission policy (after the procedures set forth in
Section 6(a)(i), below have been complied with), the Company shall (i) cause to
be filed with the Commission as soon as practicable after the Closing Date, but
in no event later than 120 days after the Closing Date, a Registration Statement
under the Securities Act relating to the Exchange Notes and the Exchange Offer,
(ii) use its reasonable best efforts to cause such Registration Statement to
become effective at the earliest possible time, but in no event later than 150
days after the Closing Date, (iii) in connection with the foregoing, file (A)
all pre-effective amendments to such Registration Statement as may be necessary
in order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant
to Rule 430A under the Securities Act and (C) all necessary filings in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Registration Statement, commence the Exchange Offer. The Exchange Offer
Registration Statement shall be on the appropriate form permitting (i)
registration of the Exchange Notes to be offered in exchange for the Transfer
Restricted Securities and (ii) to permit resales of Exchange Notes held by
Participating Broker-Dealers as contemplated by Section 3(c) below.

                  (b)      The Company shall use its reasonable best efforts to
cause the Exchange Offer Registration Statement to be effective continuously and
shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange Offer; provided, however, that in no event shall such period be
less than 30 days after the date notice of the Exchange Offer is mailed to the
Holders. The Company shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use its reasonable best efforts to cause the Exchange Offer to
be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement is declared effective, but in no event later than 180
days after the Closing Date (the "Consummation Deadline").

                  (c)      The Company shall indicate in a "Plan of
Distribution" section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any



                                                                               5

Participating Broker-Dealer may exchange such Initial Notes pursuant to the
Exchange Offer; however, such Participating Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Notes received by such Participating
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. Such "Plan of Distribution"
section shall also contain all other information with respect to such resales by
Participating Broker-Dealers that the Commission may require in order to permit
such resales pursuant thereto, but such "Plan of Distribution" shall not name
any such Participating Broker-Dealer or disclose the amount of Notes held by any
such Participating Broker-Dealer except to the extent required by the Commission
as a result of a change in policy after the date of this Agreement.

                  The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and
amended as required by and subject to the provisions of Section 6(a) and Section
6(c) below and in conformity with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, to the extent necessary to ensure that it is
available for resales of Notes acquired by Participating Broker Dealers for a
period ending on the earlier of (i) 180 days from the date on which the Exchange
Offer Registration Statement is declared effective and (ii) the date on which a
Participating Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.

                  The Company shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 180-day (or shorter as provided in the foregoing sentence) period in
order to facilitate such resales.

SECTION 4. SHELF REGISTRATION

                  (a)      Shelf Registration. If (i) the Company is not
required to file an Exchange Offer Registration Statement or to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) (i) have been
complied with), (ii) for any reason the Exchange Offer is not Consummated by the
Consummation Deadline, or (iii) any Holder shall notify the Company prior to the
20th day following Consummation of the Exchange Offer that (A) such Holder is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) such Holder is
a Broker-Dealer and holds Initial Notes acquired directly from the Company or
one of its Affiliates, then, the Company shall:

                  (x)      cause to be filed a shelf registration statement
         pursuant to Rule 415 under the Securities Act, which may be an
         amendment to the Exchange Offer Registration Statement (in either
         event, the "Shelf Registration Statement") on or prior to 30 days after
         the earliest to occur of (1) the date on which the Company determines
         that it is not required to file the Exchange Offer Registration
         Statement and (2) the date on which the



                                                                               6

         Company receives notice from a Holder as contemplated by clause
         (a)(iii) above, and (3) the Consummation Deadline (such earliest date
         being the "Shelf Filing Deadline"), which Shelf Registration Statement
         shall provide for resales of all Transfer Restricted Securities the
         Holders of which shall have provided the information required pursuant
         to Section 4(b) hereof; and

                  (y)      use its reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         before the 90th day after the Shelf Filing Deadline.

To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall
use reasonable best efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Notes by the Holders of Transfer Restricted Securities
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years following the Closing Date (or one year if such
Shelf Registration Statement is filed at the request of a Holder as contemplated
by clause (a)(iii) above (in each case, as such time may be extended pursuant to
Section 6(c)(i) following the Closing Date, or such shorter period as will
terminate when all the Transfer Restricted Securities covered by such Shelf
Registration Statement (x) have been sold pursuant thereto or (y) are no longer
restricted securities (as defined in Rule 144 under the Securities Act).

                  (b)      Provision by Holders of Certain Information in
Connection with the Shelf Registration Statement. No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in
any Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 15 days after receipt of
a request therefor, the information required by Item 507 or 508 of Regulation
S-K, as applicable, of the Securities Act with respect to such Holder's Notes
for use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein and any other such information as the
Company may reasonably request to fulfill its obligations hereunder. A Holder of
Transfer Restricted Securities shall not be entitled to Additional Interest
pursuant to Section 5 hereof unless, and until the date, such Holder shall have
provided all such information. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5. ADDITIONAL INTEREST

                  If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in Sections 3(a) and 4(a) of this Agreement, as applicable, (ii) any
of such Registration Statements has not been declared effective by the
Commission on or prior to the date specified for such effectiveness in Section
3(a) and 4(a), as applicable (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not



                                                                               7

been Consummated by the Consummation Deadline or (iv) any Registration Statement
required by this Agreement is filed and declared effective but shall thereafter
cease to be effective or fail to be usable for its intended purpose during the
period specified therein without being succeeded within 5 business days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), then the Company hereby
agrees to pay to each Holder of Transfer Restricted Securities, as additional
amounts for such Registration Default, additional interest ("Additional
Interest"), in addition to the Base Interest, which Additional Interest shall
accrue at a rate of 0.25% per annum during the 90-day period immediately
following the occurrence of any such Registration Default and a rate of 0.50%
per annum thereafter for any remaining time at the end of each subsequent 90-day
period until all Registration Defaults have been cured; provided, however, that
if after all such Registration Defaults have been cured, a different
Registration Default occurs, the interest rate borne by the relevant Transfer
Restricted Securities shall again be increased pursuant to the foregoing
provisions. Notwithstanding anything to the contrary set forth herein, (1) upon
filing of the Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the Additional
Interest payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

                  All accrued Additional Interest shall be paid to the Holders
entitled thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes. All obligations of the Company set forth in the
preceding paragraph that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such Note
shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

                  (a)      Exchange Offer Registration Statement. In connection
with the Exchange Offer, the Company shall (x) comply with all of the applicable
provisions of Section 6(c) below, (y) use reasonable best efforts to effect such
exchange and to permit the resale of Exchange Notes by Participating
Broker-Dealers being sold in accordance with the intended method or methods of
distribution thereof, and (z) shall comply with all of the following provisions:

                           (i)      If in the reasonable opinion of counsel to
         the Company there is a question as to whether the Exchange Offer is
         permitted by applicable law, the Company hereby agrees to seek a
         no-action letter or other favorable decision from the Commission
         allowing the Company to Consummate an Exchange Offer for such Initial
         Notes. The Company hereby agrees to pursue the issuance of such a
         decision to the Commission staff level but shall not be required to
         take commercially unreasonable action to effect a change of Commission
         policy. The Company hereby agrees, however, to (A) participate



                                                                               8

         in telephonic conferences with the Commission, (B) deliver to the
         Commission staff an analysis prepared by counsel to the Company setting
         forth the legal bases, if any, upon which such counsel has concluded
         that such an Exchange Offer should be permitted and (C) diligently
         pursue a favorable resolution by the Commission staff of such
         submission.

                           (ii)     As a condition to its participation in the
         Exchange Offer pursuant to the terms of this Agreement, each Holder of
         Transfer Restricted Securities shall furnish, upon the request of the
         Company, prior to the Consummation thereof, a written representation to
         the Company (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Exchange Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Exchange Notes in its ordinary course of business. In
         addition, all such Holders of Transfer Restricted Securities shall
         otherwise cooperate in the Company's preparations for the Exchange
         Offer. Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (1) could not under Commission policy as in effect on
         the date of this Agreement rely on the position of the Commission
         enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
         Exxon Capital Holdings Corporation (available May 13, 1988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters (which may include any
         no-action letter obtained pursuant to clause (i) above), and (2) must
         comply with the registration and prospectus delivery requirements of
         the Securities Act in connection with a secondary resale transaction
         and that such a secondary resale transaction should be covered by an
         effective registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Exchange Notes obtained by such Holder in
         exchange for Initial Notes acquired by such Holder directly from the
         Company.

                  (b)      Shelf Registration Statement. In connection with the
Shelf Registration Statement, the Company shall:

                           (i)      comply with all the provisions of Section
         6(c) below and shall use its reasonable best efforts to effect such
         registration to permit the sale of the Transfer Restricted Securities
         being sold in accordance with the intended method or methods of
         distribution thereof (as indicated in the information furnished to the
         Company pursuant to Section 4(b) hereof), and pursuant thereto the
         Company will as expeditiously as possible prepare and file with the
         Commission a Registration Statement relating to the registration on any
         appropriate form under the Securities Act, which form shall be
         available for the sale of the Transfer Restricted Securities in
         accordance with the intended method or methods of distribution thereof,
         and

                           (ii)     issue, upon the request of any Holder of
         Initial Notes covered by any Shelf Registration Statement contemplated
         by this Agreement, Exchange Notes, having an aggregate principal amount
         equal to the aggregate principal amount of Initial Notes sold pursuant
         to the Shelf Registration Statement and surrendered to the Company


                                                                               9

         by such Holder for cancellation; the Company shall register such
         Exchange Notes on the Shelf Registration Statement for this purpose and
         issue the Exchange Notes to the purchaser(s) in the names as such
         purchaser(s) shall designate and shall pay any transfer taxes or other
         fees charged in connection with such registration of Exchange Notes.

                  (c)      General Provisions. In connection with any
Registration Statement and any Prospectus required by this Agreement to permit
the sale or resale of Transfer Restricted Securities (including, without
limitation, any Registration Statement and the related Prospectus required to
permit resales of Notes by Broker-Dealers), the Company shall:

                           (i)      use its reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable; upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain a material misstatement or omission or (B) not
         to be effective and usable for resale of Transfer Restricted Securities
         during the period required by this Agreement, the Company shall file
         promptly an appropriate amendment to such Registration Statement, in
         the case of clause (A), correcting any such misstatement or omission,
         and, in the case of either clause (A) or (B), use its reasonable best
         efforts to cause such amendment to be declared effective and such
         Registration Statement and the related Prospectus to become usable for
         their intended purpose(s) as soon as practicable thereafter; provided,
         however, that notwithstanding the foregoing, the Company may allow any
         such Registration Statement to cease to become effective and usable if
         (A) the board of directors of the Company determines in good faith that
         it is in the best interests of the Company not to disclose the
         existence of or facts surrounding any proposed or pending material
         corporate transaction involving the Company, and the Company notifies
         the Holders within two business days after the Board of Directors makes
         such determination, or (B) the Prospectus contained in any such
         Registration Statement contains an untrue statement of the material
         fact or omits to state a material fact necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading, provided that, the periods referred to in
         Sections 3(c) and 4(a) hereof during which such Exchange Offer
         Registration Statement, as the case may be, is required to be effective
         and usable shall be extended by the number of days during which such
         Registration Statement was not effective or usable pursuant to the
         foregoing provisions;

                           (ii)     subject to Section 6(c)(i), prepare and file
         with the Commission such amendments and post-effective amendments to
         the Registration Statement as may be necessary to keep the Registration
         Statement effective for the applicable period set forth in Section 3 or
         4 hereof, as applicable, or such shorter period as will terminate when
         all Transfer Restricted Securities covered by such Registration
         Statement have been sold; cause the Prospectus to be supplemented by
         any required Prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 under the Securities Act, and to comply fully with
         the applicable provisions of Rules 424, 430A and 462, as applicable,
         under the Securities Act in a timely manner; and comply with the
         provisions of the Securities Act with respect to the disposition of all
         securities covered by such Registration Statement during the applicable
         period in accordance with the intended method or methods of



                                                                              10

         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                           (iii)    advise each Holder promptly and, if
         requested by such Holder, to confirm such advice in writing, (A) when
         the Prospectus or any Prospectus supplement or post-effective amendment
         has been filed, and, with respect to any Registration Statement or any
         post-effective amendment thereto, when the same has become effective,
         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Securities Act or of the suspension by
         any state securities commission of the qualification of the Transfer
         Restricted Securities for offering or sale in any jurisdiction, or the
         initiation of any proceeding for any of the preceding purposes, and (D)
         of the existence of any fact or the happening of any event that makes
         any statement of a material fact made in the Registration Statement,
         the Prospectus, any amendment or supplement thereto, or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Registration Statement or the
         Prospectus in order to make the statements therein not misleading. If
         at any time the Commission shall issue any stop order suspending the
         effectiveness of the Registration Statement, or any state securities
         commission or other regulatory authority shall issue an order
         suspending the qualification or exemption from qualification of the
         Transfer Restricted Securities under state securities or Blue Sky laws,
         the Company shall use its best efforts to obtain the withdrawal or
         lifting of such order at the earliest possible time;

                           (iv)     subject to Section 6(c)(i), if any fact or
         event contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein not misleading;

                           (v)      furnish without charge to each of the
         Initial Purchasers, each selling Holder named in any Registration
         Statement, and each of the underwriter(s), if any, before filing with
         the Commission, copies of any Registration Statement or any Prospectus
         included therein or any amendments or supplements to any such
         Registration Statement or Prospectus (excluding all documents
         incorporated by reference in such Registration Statement at the time of
         or after the initial filing of such Registration Statement as a result
         of requirements for periodic reporting under the Exchange Act), which
         documents will be subject to the review of such Holders and
         underwriter(s) in connection with such sale, if any, for a period of at
         least five business days, and the Company will not file any such
         Registration Statement or Prospectus or any amendment or supplement to
         any such Registration Statement or Prospectus (excluding all such
         documents incorporated by reference as a result of requirements for
         periodic reporting under the Exchange Act) to which an Initial
         Purchaser owning Transfer Restricted Securities covered by such
         Registration Statement (in the case of a Shelf Registration



                                                                              11

         Statement) or the Participating Broker-Dealer (in the case of an
         Exchange Offer Registration Statement), if any, shall reasonably object
         in writing within five business days after the receipt thereof (such
         objection to be deemed timely made upon confirmation of telecopy
         transmission within such period). The objection of a Participating
         Broker-Dealer or selling Holder shall be deemed to be reasonable if
         such Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains a material misstatement
         or omission;

                           (vi)     promptly prior to the filing of any document
         that is to be incorporated by reference into a Registration Statement
         or Prospectus, provide copies of such document to the Initial
         Purchasers, each selling Holder named in any Registration Statement,
         and to the underwriter(s), if any, make the Company's representatives
         available for discussion of such document and other customary due
         diligence matters, and include such information in such document prior
         to the filing thereof as such Holders, any Participating Broker-Dealers
         or their respective counsel reasonably may request, provided, however,
         that the information gathering referred to in this Section 6(c)(vi) and
         in Section 6(c)(vii) below (x) shall be coordinated by one counsel, who
         shall be Simpson Thacher & Bartlett LLP (unless another firm shall be
         chosen by the holders of a majority in principal amount of the Notes),
         and (y) shall be subject to executing a confidentiality undertaking in
         customary form and with respect to confidential and/or proprietary
         information of the Company;

                           (vii)    (A) in the case of an Exchange Offer, make
         available at reasonable times for inspection by any Participating
         Broker-Dealer, and any attorney or accountant retained by any such
         Participating Broker-Dealer, and (B) in the case of a Shelf
         Registration Statement furnish Holders, and any attorney or accountant
         retained by such Holders or any of the underwriter(s), all financial
         and other records, pertinent corporate documents and properties of the
         Company reasonably requested by any such person and cause the Company's
         officers, directors and employees to supply all information reasonably
         requested by any such Participating Broker-Dealer, selling Holder,
         attorney or accountant in connection with such Registration Statement
         subsequent to the filing thereof and prior to its effectiveness, in
         each case, subject to executing a confidentiality undertaking in
         customary form and with respect to confidential information and/or
         proprietary information of the Company;

                           (viii)   (A) in the case of an Exchange Offer, to any
         Participating Broker-Dealer, if such Participating Broker-Dealer has
         given prior written or oral notification to the Company that it will
         participate in the Exchange Offer, or (B) in the case of a Shelf
         Registration Statement, any Holder, promptly incorporate in any
         Registration Statement or Prospectus included therein, pursuant to a
         supplement or post-effective amendment if necessary, such information
         as such Participating Broker-Dealer or selling Holders may reasonably
         request to have included therein concerning themselves, including,
         without limitation, information relating to the "Plan of Distribution"
         of the Transfer Restricted Securities, information with respect to the
         principal amount of the Transfer Restricted Securities being sold, the
         purchase price being paid therefor and any other terms of the offering
         of the Transfer Restricted Securities to be sold in such offering; and
         make all required filings of such Prospectus supplement or
         post-effective amendment as soon as


                                                                              12

         practicable after the Company is notified of the matters to be
         incorporated in such Prospectus supplement or post-effective amendment;

                           (ix)     cause the Transfer Restricted Securities
         covered by the Registration Statement to be rated with the appropriate
         rating agencies, if so requested by the Holders of a majority in
         aggregate principal amount of Notes covered thereby or the
         underwriter(s), if any;

                           (x)      furnish in the case of a Shelf Registration
         Statement and, to the extent that the Company is required to maintain
         an effective Exchange Offer Registration Statement for any
         Participating Broker-Dealer, to each selling Holder and each of the
         underwriter(s), if any, without charge, at least one copy of the
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto, including financial statements and schedules, all
         documents incorporated by reference therein and all exhibits (without
         documents incorporated therein by reference or exhibits incorporated
         thereto, unless requested);

                           (xi)     deliver to each selling Holder, each
         Participating Broker-Dealer and any underwriter(s), without charge, as
         many copies of the Prospectus (including each preliminary prospectus)
         and any amendment or supplement thereto as such Persons reasonably may
         request; the Company hereby consents to the use in accordance with law
         of the Prospectus and any amendment or supplement thereto by each of
         the selling Holders, any such Participating Broker-Dealer and each of
         the underwriter(s), if any, in connection with the offering and the
         sale of the Transfer Restricted Securities covered by the Prospectus or
         any amendment or supplement thereto, subject to compliance with
         paragraph (d) of this Section 6;

                           (xii)    in the case of a Shelf Registration
         Statement and, to the extent that the Company is required to maintain
         an effective Exchange Offer Registration Statement for any
         Participating Broker-Dealer, enter into such customary agreements
         (including an underwriting agreement), and make such customary
         representations and warranties, and take all such other customary
         actions in connection therewith in order to expedite or facilitate the
         disposition of the Transfer Restricted Securities pursuant to any
         Registration Statement contemplated by this Agreement, all to such
         extent as may be reasonably requested by any Initial Purchaser or by
         any Holder or underwriter in connection with any sale or resale
         pursuant to any Registration Statement contemplated by this Agreement,
         provided that, the Company, in the case of a Shelf Registration
         Statement, may delay entering into such agreement if the Board of
         Directors of the Company determines in good faith that it is in the
         best interests of the Company not to disclose the existence of or facts
         surrounding any proposed or pending material corporate transaction
         involving the Company; and whether or not an underwriting agreement is
         entered into and whether or not the registration is an Underwritten
         Registration, the Company shall:

                           (A)      furnish upon request of any Holder in
                  primary underwritten offerings, upon the date of the
                  Consummation of the Exchange Offer or upon effectiveness of
                  the Shelf Registration Statement:



                                                                              13

                                    (1)      a certificate, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, signed by (y) the President or any
                           Vice President and (z) a principal financial or
                           accounting officer of the Company, confirming, as of
                           the date thereof, the matters set forth in paragraphs
                           (i), (ii) and (iii) of Section 5(f) of the Purchase
                           Agreement and such other matters as such parties may
                           reasonably request;

                                    (2)      an opinion, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Company, covering
                           the matters set forth in paragraphs (c) and (d) of
                           Section 5 of the Purchase Agreement and such other
                           matters as such parties may reasonably request, and
                           in any event including a statement to the effect that
                           such counsel has participated in conferences with
                           officers and other representatives of the Company,
                           representatives of the independent public accountants
                           for the Company, the Initial Purchasers'
                           representatives and the Initial Purchasers' counsel
                           in connection with the preparation of such
                           Registration Statement and the related Prospectus and
                           have considered the matters required to be stated
                           therein and the statements contained therein,
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on
                           the basis of the foregoing (relying as to materiality
                           upon facts provided to such counsel by officers or
                           other representatives of the Company and without
                           independent check or verification), no facts came to
                           such counsel's attention that caused such counsel to
                           believe that the applicable Registration Statement,
                           at the time such Registration Statement or any
                           post-effective amendment thereto became effective,
                           and, in the case of the Exchange Offer Registration
                           Statement, as of the date of Consummation, contained
                           an untrue statement of a material fact or omitted to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein not
                           misleading, or that the Prospectus contained in such
                           Registration Statement as of its date and, in the
                           case of the opinion dated the date of Consummation of
                           the Exchange Offer, as of the date of Consummation,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in light of the
                           circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data included in any Registration
                           Statement contemplated by this Agreement or the
                           related Prospectus; and

                                    (3)      a customary comfort letter, dated
                           as of the date of Consummation of the Exchange Offer
                           or the date of effectiveness of the Shelf
                           Registration Statement, as the case may be, from the
                           Company's


                                                                              14

                           independent accountants, in the customary form and
                           covering matters of the type customarily covered in
                           comfort letters by underwriters in connection with
                           primary underwritten offerings, and affirming the
                           matters set forth in the comfort letters delivered
                           pursuant to Section 5(a) of the Purchase Agreement,
                           without exception;

                           (B)      set forth in full or incorporate by
                  reference in the underwriting agreement, if any, the
                  indemnification provisions and procedures of Section 8 hereof
                  with respect to all parties to be indemnified pursuant to said
                  Section;

                           (C)      deliver such other documents and
                  certificates as may be reasonably requested by such parties to
                  evidence compliance with clause (A) above and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company pursuant to
                  this clause (xii), if any; and

                           (D)      if at any time during, in the case of an
                  Exchange Offer, the 180-day period contemplated by Section
                  3(c), or in the case of a Shelf Registration Statement, the
                  periods contemplated by Section 4(a) hereof, the
                  representations and warranties of the Company contemplated in
                  clause (A)(1) above cease to be true and correct, the Company
                  shall so advise each selling Holder promptly and, if requested
                  by such Persons, shall confirm such advice in writing;

                           (xiii)   prior to any public offering of Notes,
         cooperate with the selling Holders or any Participating Broker-Dealers
         and their respective counsel in connection with the registration and
         qualification (or exemption from such registration and qualification or
         preemption of such registration and qualification by federal law) of
         the Notes under the securities or Blue Sky laws of such jurisdictions
         as the selling Holders, Participating Broker-Dealers or underwriter(s)
         may reasonably request and do any and all other acts or things
         necessary or advisable to enable the disposition in such jurisdictions
         of the Transfer Restricted Securities covered by the Shelf Registration
         Statement; provided, however, that the Company shall not be required to
         register or qualify as a foreign corporation where it is not then so
         qualified or to take any action that would subject it to the service of
         process in suits or to taxation, other than as to matters and
         transactions relating to the Registration Statement, in any
         jurisdiction where it is not then so subject;

                           (xiv)    in connection with any sale of Notes that
         will result in such Notes no longer being Transfer Restricted
         Securities, cooperate with the selling Holders, to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register, subject to compliance with the Indenture,
         such Notes to be in such denominations and in such names as the Holders
         may request at least two business days prior to any sale of Transfer
         Restricted Securities made by such Holders;

                           (xv)     use its reasonable best efforts to cause the
         Transfer Restricted Securities covered by the Registration Statement to
         be registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable the seller



                                                                              15

         or sellers thereof or the underwriter(s), if any, to consummate the
         disposition of such Transfer Restricted Securities, subject to the
         proviso contained in clause (xii), above;

                           (xvi)    provide a CUSIP number for all Transfer
         Restricted Securities not later than the effective date of the
         Registration Statement covering such Notes and provide the Trustee
         under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depositary Trust Company;

                           (xvii)   cooperate and assist in any filings required
         to be made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter") that is required to be retained in accordance with the
         rules and regulations of the NASD, and use its reasonable best efforts
         to cause such Registration Statement to become effective and approved
         by such governmental agencies or authorities as may be necessary to
         enable the Holders selling Transfer Restricted Securities to consummate
         the disposition of such Transfer Restricted Securities;

                           (xviii)  otherwise use its reasonable best efforts to
         comply with all applicable rules and regulations of the Commission, and
         make generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) for the twelve-month period beginning with
         the first month of the Company's first fiscal quarter commencing after
         the effective date of the Registration Statement;

                           (xix)    cause the Indenture to be qualified under
         the Trust Indenture Act not later than the effective date of the first
         Registration Statement required by this Agreement, and, in connection
         therewith, cooperate with the Trustee and the Holders of Notes to
         effect such changes to the Indenture as may be required for such
         Indenture to be so qualified in accordance with the terms of the Trust
         Indenture Act; and to execute and use its reasonable best efforts to
         cause the Trustee to execute, all documents that may be required to
         effect such changes and all other forms and documents required to be
         filed with the Commission to enable such Indenture to be so qualified
         in a timely manner;

                           (xx)     cause all Transfer Restricted Securities
         covered by the Registration Statement to be listed on each securities
         exchange on which similar securities issued by the Company are then
         listed if requested by the Holders of a majority in aggregate principal
         amount of Initial Notes; and

                           (xxi)    provide promptly to each Holder upon request
         each document filed with the Commission pursuant to the requirements of
         Section 13 and Section 15 of the Exchange Act.

                  (d)      Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of the notice referred to in Section
6(c)(iii)(C) or any notice from the Company of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof (in each case, a



                                                                              16

"Suspension Notice"), such Holder will keep such Suspension Notice confidential
and forthwith discontinue disposition of Transfer Restricted Securities pursuant
to the applicable Registration Statement until (i) such Holder has received
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a
Suspension Notice hereby agrees that it will promptly, either (i) destroy any
Prospectuses, other than permanent file copies then in such Holder's possession
which have been replaced by the Company, with more recently dated Prospectuses
or (ii) deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period
from and including the date of the delivery of the Suspension Notice to the date
of delivery of the Recommencement Date. Each Holder agrees to deliver the
Prospectus, if required by the Securities Act, and, if so required, in the
manner and at the time required by the Securities Act. Each Holder further
agrees that it will use the Prospectus and any amendment or supplement thereto,
and make any offer and sale of the Notes, only in compliance with the terms of
this Agreement and all laws and regulations applicable to it, and will, in the
case of a Participating Broker-Dealer, conform its offering and sale of Notes to
the plan of distribution set forth in the Prospectus to the extent that it
accurately reflects the distribution plans described in the information provided
to the Company pursuant to Section 4(b).

SECTION 7. REGISTRATION EXPENSES

                  (a)      All expenses incident to the Company's performance of
or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses (including filings
made by any Initial Purchaser or Holder with the NASD (and, if applicable, the
fees and expenses of any "qualified independent underwriter" and its counsel
that may be required by the rules and regulations of the NASD)); (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and, subject to Section 7(b) below, the
Holders of Transfer Restricted Securities; and (v) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

                  (b)      The Company will, in any event, bear its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company. Except as expressly provided in this
Agreement, the Company shall not be responsible for the costs incurred by the
Initial Purchasers in connection with this Agreement.


                                                                              17

                  (c)      In connection with any Registration Statement
required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company will
reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Simpson Thacher & Bartlett LLP or such other counsel as may be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities
for whose benefit such Registration Statement is being prepared.

SECTION 8. INDEMNIFICATION

                  (a)      The Company agrees to indemnify and hold harmless (i)
each Holder, (ii) each person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder
(any of the persons referred to in this clause (ii) being hereinafter referred
to as a "controlling person") and (iii) the respective officers, directors,
partners, employees, representatives and agents of any Holder (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"Indemnified Holder"), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses
(including without limitation and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several,
directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by an untrue statement or omission or alleged
untrue statement or omission that is made in reliance upon and in conformity
with information relating to any of the Holders furnished in writing to the
Company by any of the Holders expressly for use therein; provided, however, that
the Company will not be liable to any Indemnified Holder (in its capacity as
Holder) or underwriter (or any person who controls such party within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) with
respect to any untrue statement or alleged untrue statement or omission or
alleged omission of a material fact made in any preliminary Prospectus to the
extent that the Company shall sustain the burden of proving that any such loss,
liability, claim, damage or expense resulted from the fact that such Indemnified
Holder (in its capacity as Holder), or underwriter, as the case may be, sold
Transfer Restricted Securities to a Person to whom such Indemnified Holder (in
its capacity as Holder) or underwriter, as the case may be, failed to send or
give, at or prior to the written confirmation of sale of such Securities a copy
of the final Prospectus (as amended or supplemented) if the Company has
previously furnished copies thereof (sufficiently in advance of the closing of
such sale to allow for distribution of the final Prospectus in a timely manner)
to such Holder (in its capacity as Holder) or underwriter, as the case may be,
and the loss, liability, claim, damage or expense of such Holder (in its
capacity as Holder) or underwriter, as the case may be, resulted solely from an
untrue statement or alleged untrue statement or omission or alleged omission of
a material fact contained in or omitted from such preliminary Prospectus which
was corrected in


                                                                              18

the final Prospectus. This indemnity agreement shall be in addition to any
liability which the Company may otherwise have.

                  (b)      In case any action or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought or
asserted against any of the Indemnified Holders with respect to which indemnity
may be sought against the Company, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company
in writing and the Company shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Holder; provided that, the delay or failure to give such notice shall not
relieve the Company from any liability that it may have on account of the
indemnity under this Section 8, except to the extent that such delay or omission
materially adversely affects the ability of the Company to defend or assume the
defense of such action or proceeding. Upon receiving such notice, the Company
shall be entitled to participate in any such action or proceeding and/or to
assume, at its sole expense, the defense thereof, with counsel reasonably
satisfactory to such Indemnified Holder (who shall not, except with the consent
of the Indemnified Holder to be represented, be counsel to the Company or any of
the Subsidiaries) and, after written notice from the Company to such Indemnified
Holder of its election so to assume the defense thereof promptly after receipt
of the notice from the Indemnified Holder of such action or proceeding, the
Company shall not be liable to such Indemnified Holder hereunder for legal
expenses of other counsel subsequently incurred by such Indemnified Holder in
connection with the defense thereof, other than reasonable costs of
investigation, unless (i) the Company agrees in writing to pay such fees and
expenses, or (ii) the Company fails promptly to assume such defense or fails to
employ counsel reasonably satisfactory to such Indemnified Holder, or (iii) the
named parties to any such action or proceeding (including any impleaded parties)
include both such Indemnified Holder and the Company or an affiliate of the
Company, and that Indemnified Holder shall have been advised in writing by
counsel, with a copy of such writing to the Company, that either (x) there may
be one or more legal defenses available to such Indemnified Holder that are
different from or additional to those available to the Company or such affiliate
or (y) a conflict may exist between such Indemnified Holder and the Company or
such affiliate. In the event of any of clause (i), (ii) and (iii) of the
immediately preceding sentence, the Company shall not have the right to assume
the defense thereof on behalf of the Indemnified Holder and such Indemnified
Holder shall have the right to employ its own counsel (who shall not, except
with the Company's consent, be counsel to the Company) in any such action and
the reasonable fees and expenses of such counsel shall be paid, as incurred, by
the Company, subject to repayment to the Company if it is ultimately determined
that an Indemnified Holder is not entitled to indemnification hereunder, it
being understood, however, that the Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all of the
Indemnified Holder, which firm shall be designated in writing by a majority of
the Indemnified Holders. The Company shall not be liable for any settlement of
any such action or proceeding effected without the Company's written consent,
which consent may not be unreasonably withheld, but if settled with the written
consent of the Company, the Company agrees to indemnify and hold harmless any
Indemnified Holder from and against any loss or liability incurred in such
settlement. The Company shall not, without the prior written consent of each
Indemnified Holder, which consent shall not be unreasonably withheld, settle,



                                                                              19

compromise or consent to the entry of any judgment in or otherwise seek to
terminate any pending or threatened action, claim, suit, investigation or other
proceeding in respect of which any Indemnified Holder is or could have been a
party and indemnification or contribution could have been sought hereunder by
such Indemnified Holder, unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Holder from
all liability on claims that are the subject matter of such proceeding.

                  (c)      Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company, its
directors, officers, and any person controlling (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the
officers, directors, partners, employees, representatives and agents of each
such person, to the same extent as the foregoing indemnity from the Company set
forth in paragraph (a) above, but only with respect to claims and actions based
on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or
proceeding shall be brought against the Company or its directors or officers or
any such controlling person in respect of which indemnity may be sought against
a Holder of Transfer Restricted Securities, such Holder shall have the rights
and duties given the Company (except that if a Holder shall have assumed the
defense thereof, the Company shall not be required to do so, but may employ
separate counsel therein and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the Company), and the
Company, its directors, any such officers, and each such controlling person
shall have the rights and duties given to the Indemnified Holder by Section 8(b)
above. In no event shall any Holder, its directors, officers or any Person who
controls such Holder have liability under this Section 8(c) for any amounts in
excess of the dollar amount of the proceeds received by such Holder upon the
sale of the Transfer Restricted Securities giving rise to such indemnification
obligation.

                  (d)      If the indemnification provided for in this Section 8
is unavailable to an indemnified party under Section 8(a) or Section 8(c) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on
the other hand, from (X) the Initial Placement (which in the case of the Issuer
shall be deemed to be equal to the total gross proceeds from the Initial
Placement as set forth on the cover page of the Offering Memorandum), (Y) the
amount of Additional Interest which did not become payable as a result of the
filing of the Registration Statement resulting in such losses, claims, damages,
liabilities, judgments actions or expenses, and (Z) such Registration Statement,
or (ii) if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company, on the one
hand, and of the Indemnified Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and of the Indemnified Holder
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to


                                                                              20

information supplied by the Company or by the Indemnified Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

                  The Company and each Holder of Transfer Restricted Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
8, none of the Holders (and its related Indemnified Holders) shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
total price at which the Notes sold by such Holder exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute pursuant to this Section 8(d) are several in proportion to the
respective principal amount of Initial Notes held by each of the Holders
hereunder and not joint.

SECTION 9. RULE 144A

                  The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, (i) to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A unless the Company
furnishes information to the Commission pursuant to Section 13 or 15(d) of the
Exchange Act, and (ii) during any period the Company is subject to Section 13 or
Section 15 (d) of the Exchange Act, to make all filings required thereunder in a
timely manner in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

                  No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.



                                                                              21

SECTION 11. SELECTION OF UNDERWRITERS

                  The Holders of Transfer Restricted Securities covered by the
Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided that, such investment bankers and managers must be
reasonably satisfactory to the Company.

SECTION 12. MISCELLANEOUS

                  (a)      Remedies. The Company hereby agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agree to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

                  (b)      No Inconsistent Agreements. The Company will not on
or after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless the Company
has obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities. Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose securities are not being tendered pursuant to
such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities being tendered or registered;
provided that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser with respect to which such
amendment, qualification, supplement, waiver, consent or departure is to be
effective.

                  (d)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested),
telecopier, or air courier guaranteeing overnight delivery:

                           (i)      if to a Holder, at the address set forth on
         the records of the Registrar under the Indenture, with a copy to the
         Registrar under the Indenture; and

                           (ii)     if to the Company:


                                                                              22

                                            Certegy Inc.
                                            11720 Amber Park Drive
                                            Alpharetta, Georgia 30004
                                            Telecopier No.: (678) 867-8102
                                            Attention: Michael T. Vollkommer and
                                            Walter M. Korchun, Esq.

                                    With a copy to:

                                            Kilpatrick Stockton LLP
                                            1100 Peachtree Street
                                            Suite 2800
                                            Atlanta, GA  30309
                                            Telecopier No.: (404) 815-6555
                                            Attention:  Larry D. Ledbetter, Esq.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder.

                  (f)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (g)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICT OF LAW RULES THEREOF.

                  (i)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable,



                                                                              23

the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.

                  (j)      Entire Agreement. This Agreement, together with the
Purchase Agreement, the DTC Agreement, the Notes, and the Indenture (as defined
in the Purchase Agreement), is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                     [Remainder of Page Intentionally Blank]



                                                                              24

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                  CERTEGY INC.

                                  By: /s/ Michael T. Vollkommer
                                      --------------------------------------
                                      Name:  Michael T. Vollkommer
                                      Title: Corporate Vice President
                                             and Chief Financial Officer



The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

By: BEAR, STEARNS & CO. INC.
As representative for the Initial Purchasers

By: Bear, Stearns & Co. Inc.

By: /s/ David Granville-Smith
    -----------------------------------------
    Name:  David Granville-Smith
    Title: Senior Managing Director

                                                                     EXHIBIT 5.1

KILPATRICK STOCKTON LLP
                                                                      Suite 2800
                                                           1100 Peachtree Street
                                                     Atlanta, Georgia 30309-4530
                                                         Telephone: 404.815.6500
                                                         Facsimile: 404.815.6555
                                                      www.KilpatrickStockton.com

September 26, 2003


Certegy Inc.
11720 Amber Park Drive
Alpharetta, Georgia 30004

         Re:   Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as counsel to Certegy Inc., a Georgia corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") to register under the Securities Act of 1933, as
amended (the "Securities Act"), $200,000,000 principal amount of the Company's
4.75% Notes due 2008 (the "New Notes") to be issued under an Indenture dated as
of September 10, 2003 (the "Indenture") between the Company and SunTrust Bank,
as trustee (the "Trustee"). Following effectiveness of the Registration
Statement, the Company intends to issue the New Notes to the several holders of
$200,000,000 principal amount of the Company's 4.75% Notes due 2008 (the "Old
Notes") in exchange for such Old Notes. This opinion letter is rendered pursuant
to Item 21 of Form S-4 and Item 601(b)(5) of the Commission's Regulation S-K.

         We have examined the Old Notes, the proposed form of New Notes, the
Indenture, and the Registration Statement. We also have made such further legal
and factual examinations and investigations as we deemed necessary for purposes
of expressing the opinion set forth herein.

         As to certain matters of fact relevant to this opinion letter, we have
relied conclusively upon originals or copies, certified or otherwise identified
to our satisfaction, of such records, agreements, documents and instruments,
including certificates or comparable documents of officers of the Company and
certificates of public officials, as we have deemed appropriate as a basis for
the opinion hereinafter set forth. Except to the extent expressly set forth
herein, we have made no independent investigations with regard to matters of
fact, and, accordingly, we do not express any opinion as to matters of fact that
might have been disclosed by independent verification.

         In rendering our opinion set forth below, we have assumed, without any
independent verification, (i) the genuineness of all signatures, (ii) the legal
capacity of all natural persons, (iii) the authenticity of all documents
submitted to us as originals, (iv) the conformity to the original documents of
all documents submitted to us as conformed, facsimile, photostatic or electronic
copies, (v) that the form of the New Notes will conform to that included in the
Indenture, (vi) the due authorization, execution and delivery of the Indenture
by each of the parties thereto under the laws of their respective jurisdictions
of incorporation or organization, (vii) that all parties to the documents
examined by us have full power and authority under the laws of their respective
jurisdictions of incorporation or organization to execute, deliver and perform
their obligations under such documents and under the other documents required or
permitted to be delivered and performed thereunder, and (viii) that the
Indenture has been duly qualified under the Trust Indenture Act of 1939.

         Based upon and subject to the foregoing, and the other limitations and
qualifications set forth herein, we are of the opinion that the New Notes have
been duly and validly authorized for issuance by the Company, and when duly
executed by the Company and duly authenticated by the Trustee in accordance with
the terms of the Indenture, and delivered in exchange for the Old Notes in
accordance with the terms of the Indenture, will constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except






that (x) the enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium, or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable
principles, and (y) any provisions thereof providing for interest on interest
are not enforceable.

         Our opinion set forth above is limited to the laws of the State of New
York and the laws of the State of Georgia and we do not express any opinion
herein concerning any other laws. This opinion letter is provided to the Company
for its use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent, except that the Company may file a copy of this opinion letter
with the Commission as an exhibit to the Registration Statement. The only
opinion rendered by us consists of those matters set forth in the fifth
paragraph hereof, and no opinion may be implied or inferred beyond the opinion
expressly stated.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof. In giving such consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.

                                  Yours truly,

                                  KILPATRICK STOCKTON LLP


                                  By: /s/ Bruce D. Wanamaker
                                     ---------------------------------------
                                     Bruce D. Wanamaker

                                                                  EXHIBIT: 10.34

                                                                  EXECUTION COPY

                           REVOLVING CREDIT AGREEMENT

                          DATED AS OF SEPTEMBER 3, 2003

                                      AMONG

                                  CERTEGY INC.
                                   as Borrower

                        And Certain Designated Borrowers

                   THE LENDERS FROM TIME TO TIME PARTY HERETO

                                  SUNTRUST BANK
                             as Administrative Agent

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                              as Syndication Agent

                                       AND

                              BANK OF AMERICA, N.A.
                             as Documentation Agent

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

                         SUNTRUST CAPITAL MARKETS, INC.
                          as Arranger and Book Manager



                                TABLE OF CONTENTS



                                                                                                          Page
                                                                                                          ----
                                                                                                       
ARTICLE I         DEFINITIONS; CONSTRUCTION.............................................................    1

Section 1.1.      Definitions...........................................................................    1
Section 1.2       Classifications of Loans and Borrowings...............................................   21
Section 1.3.      Accounting Terms and Determination....................................................   22
Section 1.4.      Terms Generally.......................................................................   22

ARTICLE II        AMOUNT AND TERMS OF THE COMMITMENTS...................................................   22

Section 2.1.      General Description of Facilities.....................................................   22
Section 2.2.      Revolving Loans.......................................................................   23
Section 2.3.      Procedure for Revolving Borrowings....................................................   23
Section 2.4.      Swingline Commitment..................................................................   24
Section 2.5.      Procedure for Swingline Borrowing; Etc................................................   24
Section 2.6.      Competitive Bid Borrowings............................................................   25
Section 2.7.      Multi-Currency Borrowings.............................................................   28
Section 2.8.      Funding of Borrowings.................................................................   29
Section 2.9.      Interest Elections; Conversions; Continuations........................................   29
Section 2.10.     Optional Reduction and Termination of Commitments.....................................   31
Section 2.11.     Repayment of Loans....................................................................   31
Section 2.12.     Evidence of Indebtedness..............................................................   32
Section 2.13.     Optional Prepayments..................................................................   32
Section 2.14.     Interest on Loans.....................................................................   33
Section 2.15.     Fees..................................................................................   34
Section 2.16.     Computation of Interest and Fees......................................................   35
Section 2.17.     Inability to Determine Interest Rates.................................................   35
Section 2.18.     Illegality............................................................................   36
Section 2.19.     Increased Costs.......................................................................   36
Section 2.20.     Funding Indemnity.....................................................................   38
Section 2.21.     Taxes.................................................................................   39
Section 2.22.     Payments Generally; Pro Rata Treatment; Sharing of Set-offs...........................   41
Section 2.23.     Mitigation of Obligations; Replacement of Lenders.....................................   43
Section 2.24.     Letters of Credit.....................................................................   43
Section 2.25.     Addition and Release..................................................................   48
Section 2.26.     Increase in Commitments...............................................................   48

ARTICLE III.      CONDITIONS PRECENT TO LOANS AND LETTERS OF CREDIT.....................................   49

Section 3.1.      Conditions of Effectiveness...........................................................   49
Section 3.2.      Each Credit Event.....................................................................   51
Section 3.3.      Delivery of Documents.................................................................   52


                                       ii




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

Section 4.1.      Existence; Power......................................................................   52
Section 4.2.      Organizational Power; Authorization...................................................   52
Section 4.3.      Governmental approvals; No Conflicts..................................................   52
Section 4.4.      Financial Statements..................................................................   53
Section 4.5.      Litigation and Environmental Matters..................................................   53
Section 4.6.      Compliance with Laws and Agreements...................................................   53
Section 4.7.      Investment Company Act, Etc...........................................................   54
Section 4.8.      Taxes.................................................................................   54
Section 4.9.      Margin Regulations....................................................................   54
Section 4.10.     ERISA.................................................................................   54
Section 4.11.     Ownership of Property.................................................................   54
Section 4.12.     Disclosure............................................................................   55
Section 4.13.     Labor Relations.......................................................................   55
Section 4.14.     Subsidiaries..........................................................................   55
Section 4.15.     Indebtedness at Funding Date..........................................................   55
Section 4.16.     Investments...........................................................................   55

ARTICLE V.        AFFIRMATIVE COVENANTS.................................................................   55

Section 5.1.      Financial Statements and Other Information............................................   56
Section 5.2.      Notices of Material Events............................................................   57
Section 5.3.      Existence; Conduct of Business........................................................   58
Section 5.4.      Compliance with Laws, Etc.............................................................   58
Section 5.5.      Payment of Obligations................................................................   58
Section 5.6.      Books and Records.....................................................................   58
Section 5.7.      Visitation, Inspection, Etc...........................................................   58
Section 5.8.      Maintenance of Properties; Insurance..................................................   58
Section 5.9.      Use of Proceeds and Letters of Credit.................................................   59

ARTICLE VI.       FINANCIAL COVENANTS...................................................................   59

Section 6.1.      Leverage Ratio........................................................................   59
Section 6.2.      Fixed Charge Coverage Ratio...........................................................   59

ARTICLE VII.      NEGATIVE COVENANTS....................................................................   59

Section 7.1.      Subsidiary Indebtedness...............................................................   59
Section 7.2.      Negative Pledge.......................................................................   60
Section 7.3.      Fundamental Changes...................................................................   61
Section 7.4.      Investments, Loans, Acquisitions, Etc.................................................   62
Section 7.5.      Restricted Payments...................................................................   63
Section 7.6.      Sale of Assets........................................................................   64


                                       iii




                                                                                                        
Section 7.7.      Transactions with Affiliates..........................................................   64
Section 7.8.      Restrictive Agreements................................................................   64
Section 7.9.      Hedging Agreements....................................................................   65
Section 7.10.     Amendment to Material Documents.......................................................   65
Section 7.11.     Accounting Changes....................................................................   65

ARTICLE VIII.     EVENTS OF DEFAULT.....................................................................   65

Section 8.1.      Events of Default.....................................................................   66

ARTICLE IX.       THE ADMINISTRATIVE AGENT..............................................................   68

Section 9.1.      Appointment of Administrative Agent...................................................   68
Section 9.2.      Nature of Duties of Administrative Agent..............................................   69
Section 9.3.      Lack of Reliance on the Administrative Agent..........................................   69
Section 9.4.      Certain Rights of the Administrative Agent............................................   70
Section 9.5.      Reliance by Administrative Agent......................................................   70
Section 9.6.      The Administrative Agent and its Individual Capacity..................................   70
Section 9.7.      Successor Administrative Agent........................................................   70
Section 9.8.      Additional Agencies; No Duties Imposed Upon Syndication Agents
                  or Documentation Agents...............................................................   71

ARTICLE X.        MISCELLANEOUS.........................................................................   71

Section 10.1.     Notices...............................................................................   71
Section 10.2.     Waiver; Amendments....................................................................   73
Section 10.3.     Expenses; Indemnification.............................................................   74
Section 10.4.     Successors and Assigns................................................................   76
Section 10.5.     Governing Law; Jurisdiction; Consent to Service of Process............................   78
Section 10.6.     Waiver of Jury Trial..................................................................   79
Section 10.7.     Right of Setoff.......................................................................   79
Section 10.8.     Counterparts; Integration.............................................................   79
Section 10.9.     Survival..............................................................................   80
Section 10.10.    Severability..........................................................................   80
Section 10.11.    Confidentiality.......................................................................   80
Section 10.12.    Interest Rate Limitation..............................................................   81
Section 10.13.    Currency Conversion...................................................................   81
Section 10.14.    Exchange Rates........................................................................   82

ARTICLE XI.       BORROWER GUARANTEE....................................................................   82

Section 11.1.     Guarantee.............................................................................   82
Section 11.2.     Guaranteed Obligations Not Waived.....................................................   83
Section 11.3.     Guarantee of Payment..................................................................   83
Section 11.4.     No Discharge of Diminishment of Guarantee.............................................   83


                                       iv




                                                                                                        
Section 11.5.     Defenses of Borrower Waived...........................................................   84
Section 11.6.     Agreement to Pay; Subordination.......................................................   84
Section 11.7.     Information...........................................................................   84
Section 11.8.     Taxes, etc............................................................................   85
Section 11.9.     Failure to Pay in Foreign Currency....................................................   85
Section 11.10.    Termination...........................................................................   85


Schedules

         Schedule I          -  Applicable Margin and Applicable Percentage
         Schedule 1.1        -  Foreign Currency Payment Accounts
         Schedule 4.5        -  Environmental Matters
         Schedule 4.14       -  Subsidiaries
         Schedule 4.15       -  Funding Date Indebtedness
         Schedule 4.16       -  Investments
         Schedule 7.2        -  Funding Date Liens

Exhibits

         Exhibit A           -  Form of Revolving Credit Note
         Exhibit B           -  Form of Competitive Bid Note
         Exhibit C           -  Form of Swingline Note
         Exhibit D           -  Form of Assignment and Acceptance
         Exhibit E           -  Form of Intercompany Note
         Exhibit F-1         -  Form of Opinion of Counsel to Borrower
         Exhibit F-2         -  Form of Opinion of the General Counsel of
                                Borrower
         Exhibit G           -  Form of Designated Borrower Acknowledgment and
                                Agreement
         Exhibit H           -  Form of Designated Borrower Notice of Withdrawal
         Exhibit I           -  Form of Lender Joinder Agreement
         Exhibit J           -  Form of New commitment Acknowledgment
         Exhibit K           -  Form of Indenture
         Exhibit 2.3         -  Form of Notice of Revolving Borrowing
         Exhibit 2.5         -  Form of Notice of Swingline Borrowing
         Exhibit 2.6-A       -  Form of Competitive Bid Request
         Exhibit 2.6-B       -  Form of Notice of Lenders of Competitive Bid
                                Request
         Exhibit 2.9         -  Form of Continuation/Conversion
         Exhibit 3.1(b)(iv)  -  Form of Secretary's Certificate
         and 3.1(b)(vii)
         Exhibit 3.1(b)(ix)  -  Form of Officer's Certificate

                                        v


                           REVOLVING CREDIT AGREEMENT

         THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered
into as of September 3, 2003, by and among CERTEGY INC., a Georgia corporation
(the "Borrower"), any Designated Borrower (as defined below) which becomes a
party hereto from time to time, the several banks and other financial
institutions from time to time party hereto (the "Lenders"), Wachovia Bank,
National Association, as syndication agent, Bank of America, N.A., as
documentation agent and SUNTRUST BANK, in its capacity as Administrative Agent
for the Lenders (the "Administrative Agent").

                              W I T N E S S E T H:

                  WHEREAS, the Borrower has requested that the Lenders establish
a revolving credit facility in favor of the Borrower;

                  WHEREAS, subject to the terms and conditions of this
Agreement, the Lenders are willing to establish the requested revolving credit
facility.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrower, the Lenders and the
Administrative Agent agree as follows:

                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION

                  SECTION 1.1. DEFINITIONS.

                  In addition to the other terms defined herein, the following
terms used herein shall have the meanings herein specified (to be equally
applicable to both the singular and plural forms of the terms defined):

                  "ACQUISITION" shall mean any acquisition, whether by stock
purchase, asset purchase, merger, consolidation or otherwise of a Person or a
business line of a Person.

                  "ADJUSTED LIBOR" shall mean, with respect to each Interest
Period for a Eurocurrency Borrowing, the rate per annum obtained by multiplying
(i) LIBOR Rate for such Interest Period by (ii) the Statutory Reserve Rate.

                  "ADMINISTRATIVE AGENT" shall have the meaning assigned to such
term in the opening paragraph hereof.

                  "ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to
each Lender, an administrative questionnaire in the form provided by the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.



                  "AFFILIATE" shall mean, as to any Person, any other Person
that directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person.

                  "AGGREGATE NET AMOUNT" shall have the meaning given such term
in Section 7.4 hereof.

                  "AGGREGATE REVOLVING COMMITMENTS" shall mean the sum of the
Revolving Commitments of all Lenders at any time outstanding. On the Funding
Date, the Aggregate Revolving Commitments equal $200,000,000.

                  "APPLICABLE LENDING OFFICE" shall mean, for each Lender and
for each Type of Loan, the "Lending Office" of such Lender (or an Affiliate of
such Lender) designated for such Type of Loan in the Administrative
Questionnaire submitted by such Lender or such other office of such Lender (or
an Affiliate of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrower as the office by which its Loans of such
Type are to be made and maintained.

                  "APPLICABLE MARGIN" shall mean, as of any date, with respect
to all Revolving Loans outstanding on any date, the percentage designated in the
"Pricing Grid" attached hereto as Schedule I based on the Borrower's Senior Debt
Ratings in effect on such date with respect to Eurocurrency Loans or Base Rate
Loans, as the case may be. A change in the Applicable Margin resulting from a
change in the Senior Debt Ratings shall be effective on the day on which the
Rating Agency which has the highest Senior Debt Rating changes the Senior Debt
Ratings and which shall continue until the day prior to the day that further
changes become effective.

                  "APPLICABLE PERCENTAGE" shall mean, at any date, with respect
to the facility fee or the letter of credit fee, as the case may be, as of any
date, the percentage designated in the "Pricing Grid" attached hereto as
Schedule I based on the Borrower's Senior Debt Ratings in effect on such date
with respect to the facility fee or the letter of credit fee, as the case may
be. A change in the Applicable Percentage resulting from a change in the Senior
Debt Ratings shall be effective on the day on which the Rating Agency which has
the highest Senior Debt Rating changes the Senior Debt Ratings and which shall
continue until the day prior to the day that further changes become effective.

                  "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.4(b)) and accepted by the
Administrative Agent, in the form of Exhibit D attached hereto or any other form
approved by the Administrative Agent.

                  "AVAILABILITY PERIOD" shall mean the period from the Funding
Date to the Commitment Termination Date.

                  "BASE RATE" shall mean the higher of (i) the per annum rate
which the Administrative Agent publicly announces from time to time to be its
prime lending rate, as in effect from time to

                                       2



time, and (ii) the Federal Funds Rate, as in effect from time to time, plus
one-half of one percent (0.50%). The Administrative Agent's prime lending rate
is a reference rate and does not necessarily represent the lowest or best rate
charged to customers. The Administrative Agent may make commercial loans or
other loans at rates of interest at, above or below the Administrative Agent's
prime lending rate. Each change in the Administrative Agent's prime lending rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "BORROWER" shall have the meaning in the introductory
paragraph hereof.

                  "BORROWING" shall mean a borrowing consisting of (i) Loans of
the same Class and Type, made, converted or continued on the same date and in
the case of Eurocurrency Loans, as to which a single Interest Period is in
effect, or (ii) a Swingline Loan.

                  "BUSINESS DAY" shall mean any day other than a Saturday or
Sunday on which banks are not authorized or required to close in Atlanta,
Georgia or New York, New York and, if the applicable Business Day relates to the
advance or continuation of, conversion into, or payment on a Eurocurrency
Borrowing or a Competitive Bid Borrowing (i) in a currency other than Euros, on
which banks are dealing in Dollar or any Foreign Currency (other than Euros)
deposits, as applicable, in the applicable interbank eurocurrency market in
London, England, and in the country of issue of the currency of such
Eurocurrency Borrowing or Competitive Bid Borrowing, and (ii) in Euros, on which
the TARGET payment system is open for the settlement of payments in Euros.

                  "CALCULATION DATE" shall mean the last Business Day of each
calendar quarter.

                  "CAPITAL LEASE OBLIGATIONS" of any Person shall mean all
obligations of such Person to pay rent or other amounts under any lease (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "CHANGE IN CONTROL" shall mean the occurrence of one or more
of the following events: (a) any sale, lease, exchange or other transfer (in a
single transaction or a series of related transactions) of all or substantially
all of the assets of the Borrower to any Person or "group" (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder in effect on the date hereof), (b) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or "group" (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) of 30% or more of the outstanding shares of the voting stock
of the Borrower; or (c) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
nominated by the current board of directors or (ii) appointed by directors so
nominated.

                  "CHANGE IN LAW" shall mean (i) the adoption of any applicable
law, rule or regulation after the date of this Agreement, (ii) any change in any
applicable law, rule or regulation, or any change in the interpretation or
application thereof, by any Governmental Authority after the date of

                                       3



this Agreement, or (iii) compliance by any Lender (or its Applicable Lending
Office) or the Issuing Bank (or for purposes of Section 2.19(b), by such
Lender's or the Issuing Bank's holding company, if applicable) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Competitive Bid Loans, or Swingline Loans and when used in
reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment or a Swingline Commitment.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended and in effect from time to time.

                  "COMMITMENT" shall mean a Revolving Commitment or a Swingline
Commitment or any combination thereof (as the context shall permit or require).

                  "COMMITMENT TERMINATION DATE" shall mean the earliest of (i)
the third anniversary of the Funding Date, (ii) the date on which the Revolving
Commitments are terminated pursuant to Section 2.10 and (iii) the date on which
all amounts outstanding under this Agreement have been declared or have
automatically become due and payable (whether by acceleration or otherwise).

                  "COMPETITIVE BID" shall mean an offer by a Lender to make a
Competitive Bid Loan substantially in the form of Exhibit 2.6-C, to be delivered
by a Lender to the Administrative Agent in response to a Competitive Bid
Request.

                  "COMPETITIVE BID LOAN" shall mean a Loan made pursuant to
Section 2.6.

                  "COMPETITIVE BID MARGIN" shall mean with respect to any
Competitive Bid Loan bearing interest at a rate based on the Adjusted LIBOR, the
marginal rate of interest, if any, to be added to or subtracted from the
Adjusted LIBOR to determine the rate of interest applicable to such Competitive
Bid Loan, as specified by the Lender in its related Competitive Bid.

                  "COMPETITIVE BID NOTE" shall mean a promissory note of the
Borrower payable to the order of any requesting Lender in the principal amount
of the Aggregate Revolving Commitments, in substantially the form of Exhibit B.

                  "COMPETITIVE BID RATE" shall mean, with respect to any
Competitive Bid, the Competitive Bid Margin or the Fixed Rate, as applicable,
offered by the Lender making such Competitive Bid.

                  "COMPETITIVE BID REQUEST" shall mean a request for a proposed
Fixed Rate or a Competitive Bid Margin at which a Competitive Bid Loan may be
made, substantially in the form of Exhibit 2.6-A submitted by the Borrower to
the Administrative Agent in accordance with Section 2.6.

                                       4



                  "CONSOLIDATED EBIT" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net
Income for such period plus (b) to the extent deducted in determining
Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii)
income tax expense and (iii) all other non-cash charges (and minus all other
non-cash gains), determined on a consolidated basis in accordance with GAAP in
each case for such period.

                  "CONSOLIDATED EBITDA" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net
Income for such period plus (b) to the extent deducted in determining
Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii)
income tax expense, (iii) depreciation and amortization and (iv) all other
non-cash charges (and minus all other non-cash gains), determined on a
consolidated basis in accordance with GAAP in each case for such period.

                  "CONSOLIDATED EBITDAR" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated
EBITDA and (b) Consolidated Lease Expense.

                  "CONSOLIDATED FIXED CHARGES" shall mean, for the Borrower and
its Subsidiaries for any period, the sum (without duplication) of (a)
Consolidated Interest Expense for such period and (b) Consolidated Lease Expense
for such period.

                  "CONSOLIDATED INTEREST EXPENSE" shall mean, for the Borrower
and its Subsidiaries for any period determined on a consolidated basis in
accordance with GAAP, the sum of (i) total interest expense, including without
limitation the interest component of any payments in respect of Capital Lease
Obligations capitalized or expensed during such period (whether or not actually
paid during such period) plus (ii) the net amount payable (or minus the net
amount receivable) under Hedging Agreements during such period (whether or not
actually paid or received during such period).

"CONSOLIDATED LEASE EXPENSE" shall mean, for any period, the aggregate amount of
fixed and contingent rentals payable by the Borrower and its Subsidiaries with
respect to leases of real and personal property (excluding Capital Lease
Obligations) determined on a consolidated basis in accordance with GAAP for such
period.

                  "CONSOLIDATED NET INCOME" shall mean, for any period, the net
income (or loss) of the Borrower and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (i) any extraordinary gains or losses, (ii)
any gains attributable to write-ups of assets, (iii) any equity interest of the
Borrower or any Subsidiary of the Borrower in the unremitted earnings of any
Person that is not a Subsidiary and (iv) any income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any Subsidiary on the date that such Person's
assets are acquired by the Borrower or any Subsidiary.

                  "CONSOLIDATED SUBSIDIARY" shall mean, at any date, any Person
that, in accordance with GAAP, would be consolidated in the Borrower's
consolidated financial statements on such date.

                                       5



                  "CONSOLIDATED TOTAL ASSETS" shall mean, at any time, the total
assets of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, in accordance with GAAP.

                  "CONSOLIDATED TOTAL DEBT" shall mean, at any time, without
duplication, the sum of (i) all then currently outstanding obligations,
liabilities and indebtedness of the Borrower and its Subsidiaries on a
consolidated basis of the types described in the definition of Indebtedness
(other than the type described in clause (xi) of the definition thereof),
including, but not limited to, all obligations under the Loan Documents plus
(ii) all Indebtedness of any Permitted Securitization Subsidiary.

                  "CONTROL" shall mean the power, directly or indirectly, either
to (i) vote 5% or more of securities having ordinary voting power for the
election of directors (or persons performing similar functions) of a Person or
(ii) direct or cause the direction of the management and policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
The terms "CONTROLLING", "CONTROLLED BY", and "UNDER COMMON CONTROL WITH" have
meanings correlative thereto.

                  "DEFAULT" shall mean any condition or event that, with the
giving of notice or the lapse of time or both, would constitute an Event of
Default.

                  "DEFAULT INTEREST" shall have the meaning set forth in Section
2.14(d).

                  "DEFAULTING LENDER" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "DESIGNATED BORROWER" or "DESIGNATED BORROWERS", shall have
the meaning set forth in Section 2.25.

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

                  "DOLLAR EQUIVALENT" shall mean, on any date of determination,
(i) with respect to any amount in Dollars, such amount, and (ii) with respect to
any amount in any Foreign Currency, the equivalent in Dollars of such amount,
determined by the Administrative Agent pursuant to Section 10.14 using the
applicable Exchange Rate with respect to such Foreign Currency at the time in
effect under the provisions of such Section 10.14.

                  "EMU LEGISLATION" shall mean the legislative measures of the
European Union for the introduction of, changeover to or operation of the Euro
in one or more member states.

                  "ENVIRONMENTAL LAWS" shall mean all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment,

                                       6



preservation or reclamation of natural resources, the management, Release or
threatened Release of any Hazardous Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" shall mean any liability, contingent
or otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) any actual or alleged
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
any actual or alleged exposure to any Hazardous Materials, (d) the Release or
threatened Release of any Hazardous Materials or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any successor statute.

                  "ERISA AFFILIATE" shall mean any trade or business (whether or
not incorporated), which, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for the purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

                  "ERISA EVENT" shall mean (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator appointed by the PBGC of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

                  "EURO" or "E" shall mean the single currency of the European
Union as constituted by the Treaty on European Union and as referred to in the
EMU Legislation for the introduction of, changeover to or operation of the Euro
in one or more member states.

                  "EUROCURRENCY" when used in reference to any Loan or Borrowing
(including any Competitive Bid Loan or Borrowing), refers to whether such Loan,
or the Loans comprising such Borrowing, bears interest at a rate determined by
reference to (i) in the case of a Revolving Loan or

                                       7



Revolving Borrowing, the Adjusted LIBOR and the Applicable Margin, or (ii) in
the case of a Competitive Bid Loan or Competitive Bid Borrowing, the Adjusted
LIBOR and the Competitive Bid Margin.

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

                  "EXCHANGE RATE" shall mean on any day, with respect to any
Foreign Currency, the offered rate at which such currency may be exchanged into
Dollars, as set forth at approximately 11:00 a.m. on such day on the Reuters NFX
Page (or comparable page on the Telerate or Bloomberg Service) for such
currency. In the event that such rate does not appear on the applicable page of
any such services, the Exchange Rate shall be determined by reference to such
other publicly available services for displaying exchange rates as may be agreed
upon by the Administrative Agent and the Borrower, or, in the absence of such
agreement, such Exchange Rate shall instead be the offered spot rate of exchange
of the Administrative Agent or, if the Administrative Agent shall so determine,
one of its affiliates in the market where its foreign currency exchange
operations in respect of such currency are then being conducted, at or about
10:00 a.m., local time, on such date for the purchase of Dollars for delivery
two Business Days later; provided that if at the time of any such determination,
for any reason, no such spot rate is being quoted, the Administrative Agent,
after consultation with the Borrower, may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be conclusive
absent manifest error.

                  "EXCLUDED TAXES" shall mean with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which any of its offices is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender, any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.21(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.21(a).

                  "EXECUTION DATE" shall mean September 3, 2003.

                  "FEDERAL FUNDS RATE" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
member banks of the Federal Reserve System arranged by Federal funds brokers, as
published by the Federal Reserve Bank of New York on the next succeeding
Business Day or if such rate is not so published for any Business Day, the
Federal Funds Rate for such day shall be the average rounded upwards, if
necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

                                       8



                  "FIXED CHARGE COVERAGE RATIO" shall mean, for any period of
four consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated
EBITDAR for such period to (b) Consolidated Fixed Charges for such period.

                  "FIXED RATE" shall mean, with respect to any Competitive Bid
Loan (other than a Eurocurrency Competitive Bid Loan ), the fixed rate of
interest per annum specified by any Lender making such Competitive Bid Loan in
its related Competitive Bid.

                  "FOREIGN CURRENCY" shall mean, individually and collectively,
as the context requires, (i) Euros, (ii) the lawful currency of each of the
following countries, provided that such currencies are not deemed unavailable to
a Lender as a result of any of the circumstances relevant to such Lender as set
forth in Sections 2.17, 2.18 or 2.19 (subject to the Borrower's right to replace
any such affected Lender under Section 2.23): Canada, Japan, Norway, Australia,
United Kingdom of Great Britain, or Switzerland and (iii) any other currencies
that are freely transferable and convertible into US Dollars provided however
that no such currency under this clause (iii) shall be included as a Foreign
Currency hereunder, or included in a Notice of Revolving Borrowing, unless (x)
the Borrower has first submitted a request to the Administrative Agent and the
Lenders that it be so included, and (y) the Administrative Agent and all of the
Lenders, in their sole discretion, have agreed to such request.

                  "FOREIGN CURRENCY PAYMENT ACCOUNTS" shall mean those bank
accounts specified on Schedule 1.1 for receipt of payments, both from the
Lenders and the Borrower, in Foreign Currencies or such other bank accounts as
may hereafter be specified by the Administrative Agent in writing to the
Borrower and the Lenders as being the applicable bank accounts for receipt of
payments in such currencies.

                  "FOREIGN CURRENCY SUBLIMIT" shall mean $100,000,000, as such
amount may be reduced from time to time pursuant to the terms of this Agreement.

                  "FOREIGN LENDER" shall mean any Lender that is organized under
the laws of a jurisdiction other than that of the Borrower. For purposes of this
definition, the United States of America or any political subdivision thereof
shall constitute one jurisdiction.

                  "FOREIGN SUBSIDIARY" shall mean any direct or indirect
Subsidiary of the Borrower that is organized under the laws of a jurisdiction
other than the United States of America or any political subdivision thereof.

                  "FUNDING DATE" shall mean the first day on which all of the
conditions precedent set forth in Section 3.1 and Section 3.2 have been
satisfied or waived in accordance with Section 10.2; provided, however, that in
the event the Funding Date does not occur on or before September 30, 2003, all
of the Commitments shall automatically terminate.

                  "GAAP" shall mean generally accepted accounting principles in
the United States applied on a consistent basis and subject to the terms of
Section 1.3.

                                       9



                  "GOVERNMENTAL AUTHORITY" shall mean the government of the
United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "GUARANTEE" of or by any Person (the "GUARANTOR") shall mean
any legally binding obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation of any other Person (the "PRIMARY OBLIGOR") in any manner,
whether directly or indirectly and including any obligation, direct or indirect,
of the guarantor (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase (or
to advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness or other obligation of the
payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued in support of such Indebtedness or obligation; provided, that the term
"Guarantee" shall not include endorsements for collection or deposits in the
ordinary course of business. The amount of any Guarantee shall be deemed to be
an amount equal to the stated or determinable amount of the primary obligation
in respect of which Guarantee is made or, if not so stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith. The term "Guarantee" used as a verb has a corresponding meaning.

                  "GUARANTEED OBLIGATIONS" shall have the meaning set forth in
Article XI.

                  "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "HEDGING AGREEMENTS" shall mean interest rate swap, cap or
collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts, commodity agreements and other
similar agreements or arrangements designed to protect against fluctuations in
interest rates, currency values, stock values or commodity values.

                  "INDEBTEDNESS" of any Person shall mean, without duplication
(i) obligations of such Person for borrowed money, (ii) obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations of such Person in respect of the deferred purchase price of property
or services (other than trade payables incurred in the ordinary course of
business on terms customary in the trade), (iv) obligations of such Person under
any conditional sale or other title retention agreement(s) relating to property
acquired by such Person, (v) Capital Lease Obligations of

                                       10



such Person, (vi) obligations, contingent or otherwise, of such Person in
respect of letters of credit, acceptances or similar extensions of credit, (vii)
guaranties by such Person of the type of indebtedness described in clauses (i)
through (v) above, (viii) all indebtedness of a third party secured by any Lien
on property owned by such Person, whether or not such indebtedness has been
assumed by such Person, (ix) all obligations of such Person, contingent or
otherwise, to purchase, redeem, retire or otherwise acquire for value any
capital stock of such Person, (x) off-balance sheet liability retained in
connection with asset securitization programs, Synthetic Leases, sale and
leaseback transactions or other similar obligations arising with respect to any
other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheet of such Person and its Subsidiaries, and (xi) obligations of such Person
under any interest rate Hedging Agreement or foreign exchange Hedging Agreement.
For purposes of determining Indebtedness under clause (xi) the obligations of
any Person in respect to any Hedging Agreement or foreign exchange Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that such Person would be required to pay if such
Hedging Agreement were terminated at such time.

                  "INDEMNIFIED TAXES" shall mean Taxes imposed upon any payment
made by the Borrower or any Designated Borrower to any Lender under any Loan
Document other than Excluded Taxes.

                  "INDENTURE" shall mean the Indenture by and between the
Borrower and SunTrust Bank, as trustee, relating to the issuance of certain
notes due 2008 in an aggregate principal amount not to exceed $200,000,000,
substantially in the form attached hereto as Exhibit K, with such changes
thereto as may be reasonably approved by the Administrative Agent.

                  "INTERCOMPANY NOTE" shall mean an intercompany note executed
and delivered by each Subsidiary in favor of the Borrower in substantially the
form attached hereto as Exhibit E or any other form approved by the
Administrative Agent.

                  "INTEREST PERIOD" shall mean (i) with respect to any
Eurocurrency Borrowing, a period of one, two, three or six months, (ii) with
respect to a Competitive Bid Fixed Rate Borrowing, a period of at least seven
days but not more than 180 days as requested by the Borrower and agreed to by
the Lender making such Competitive Bid Fixed Rate Loan and (iii) with respect to
a Swingline Loan, a period of such duration not to exceed 7 days, as the
Borrower may request and the Swingline Lender may agree in accordance with
Section 2.5; provided, that:

                  (i)      the initial Interest Period for such Borrowing shall
         commence on the date of such Borrowing (including the date of any
         conversion from a Borrowing of another Type) and each Interest Period
         occurring thereafter in respect of such Borrowing shall commence on the
         day on which the next preceding Interest Period expires;

                  (ii)     if any Interest Period would otherwise end on a day
         other than a Business Day, such Interest Period shall be extended to
         the next succeeding Business Day, unless, in the case of a Eurocurrency
         Borrowing, such Business Day falls in

                                       11



         another calendar month, in which case such Interest Period would end on
         the next preceding Business Day;

                  (iii)    any Interest Period in respect of a Eurocurrency
         Borrowing which begins on the last Business Day of a calendar month or
         on a day for which there is no numerically corresponding day in the
         calendar month at the end of such Interest Period shall end on the last
         Business Day of such calendar month; and

                  (iv)     no Interest Period may extend beyond the Commitment
         Termination Date or the Swingline Termination Date, as the case may be.

                  "ISSUING BANK" shall mean SunTrust Bank or any other Lender,
each in its capacity as an issuer of Letters of Credit pursuant to Section 2.24.

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

                  "LC COMMITMENT" shall mean that portion of the Aggregate
Revolving Commitments that may be used by the Borrower for the issuance of
Letters of Credit in an aggregate face amount not to exceed $10,000,000.

                  "LC DISBURSEMENT" shall mean a payment made by the Issuing
Bank pursuant to a Letter of Credit.

                  "LC DOCUMENTS" shall mean the Letters of Credit and all
applications, agreements and instruments relating to the Letters of Credit.

                  "LC EXPOSURE" shall mean, at any time, the sum of (i) the
aggregate undrawn amount of all outstanding Letters of Credit at such time, plus
(ii) the aggregate amount of all LC Disbursements that have not been reimbursed
by or on behalf of the Borrower at such time. The LC Exposure of any Lender
shall be its Pro Rata Share of the total LC Exposure at such time.

                  "LENDERS" shall have the meaning assigned to such term in the
opening paragraph of this Agreement and shall include, where appropriate, the
Swingline Lender.

                  "LENDER DEFAULT" shall mean (a) the failure (which has not
been cured) of any Lender to make available its portion of any Borrowing or to
fund its portion of any unreimbursed payment under Section 2.24 or (b) a Lender
having notified the Administrative Agent and/or the Borrower that it does not
intend to comply with the obligations under Sections 2.2, 2.5 and 2.24.

                  "LENDER JOINDER AGREEMENT" shall mean an agreement entered
into by a Person becoming a Lender hereunder after the Execution Date and
accepted by the Administrative Agent, in the form of Exhibit I attached hereto
or any other form approved by the Administrative Agent.

                  "LETTER OF CREDIT" shall mean any standby letter of credit
issued pursuant to Section 2.24 by the Issuing Bank for the account of the
Borrower pursuant to the LC Commitment.

                                       12



                  "LEVERAGE RATIO" shall mean, as of any date of determination
with respect to the Borrower, the ratio of (i) Consolidated Total Debt as of
such date to (ii) Consolidated EBITDA for the four fiscal quarters then ending.

                  "LIBOR RATE" shall mean, for any applicable Interest Period
for each Eurocurrency Borrowing in any applicable currency, the rate per annum
quoted at or about 11:00 a.m. (London, England time) two Business Days before
the commencement of such Interest Period on that page of the Reuters, Telerate
or Bloombergs reporting service (as then being used by the Administrative Agent
to obtain such interest rate quotes) that displays British Bankers' Association
interest settlement rates for deposits in the applicable currency of such
Eurocurrency Borrowing, or if such page or such service shall cease to be
available, such other page or other service (as the case may be) for the purpose
of displaying British Bankers' Association interest settlement rates as
reasonably determined by the Administrative Agent upon advising the Borrower as
to the use of any such service. If for any reason any such interest settlement
rate for such Interest Period is not available to the Administrative Agent
through any such interest rate reporting service, then the "LIBOR Rate" with
respect to such Eurocurrency Borrowing will be the rate at which the
Administrative Agent is offered deposits for such applicable currency in the
Dollar Equivalent of $5,000,000 for a period approximately equal to such
Interest Period in the London interbank market at 10:00 a.m. two Business Days
before the commencement of such Interest Period.

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

                  "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the
Notes (if any), the LC Documents, all Notices of Borrowing, the Designated
Borrower Acknowledgment and Agreement, and any and all other instruments,
agreements, documents and writings executed in connection with any of the
foregoing.

                  "LOANS" shall mean all Revolving Loans, Swingline Loans and
Competitive Bid Loans in the aggregate or any of them, as the context shall
require.

                  "MANDATORY COSTS RATE" shall have the meaning set forth in
Section 2.19.

                  "MARGIN REGULATIONS" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

                  "MATERIAL ADVERSE EFFECT" shall mean, with respect to any
event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding), whether singly or in conjunction with any other event or

                                       13



events, act or acts, condition or conditions, occurrence or occurrences whether
or not related, a material adverse change in, or a material adverse effect on,
(i) the business, results of operations, financial condition, assets or
liabilities of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower, any Designated Borrower or any Subsidiary to perform
any of their respective obligations under the Loan Documents, (iii) the rights
and remedies of the Agent, the Issuing Bank and the Lenders under any of the
Loan Documents or (iv) the legality, validity or enforceability of any of the
Loan Documents.

                  "MATERIAL SUBSIDIARY" shall mean at any time any direct or
indirect Subsidiary of the Borrower having: (a) assets in an amount equal to at
least 5% of the total assets of the Borrower and its Subsidiaries determined on
a consolidated basis as of the last day of the most recent fiscal quarter of the
Borrower at such time; or (b) revenues or net income in an amount equal to at
least 5% of the total revenues or net income of the Borrower and its
Subsidiaries on a consolidated basis for the 12-month period ending on the last
day of the most recent fiscal quarter of the Borrower at such time.

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

                  "MULTIEMPLOYER PLAN" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

                  "NEW COMMITMENT ACKNOWLEDGMENT" shall mean an agreement
entered into by a Lender increasing its Revolving Commitment hereunder which is
not effectuated pursuant to an Assignment and Acceptance, in the form of Exhibit
J attached hereto or any other form approved by the Administrative Agent.

                  "NON-DEFAULTING LENDER" shall mean and include each Lender
other than a Defaulting Lender.

                  "NOTES" shall mean, collectively, the Revolving Credit Notes,
the Competitive Bid Notes and the Swingline Note.

                  "NOTICES OF BORROWING" shall mean, collectively, the Notices
of Revolving Borrowing, the Competitive Bid Requests, and the Notices of
Swingline Borrowing.

                  "NOTICE OF CONVERSION/CONTINUATION" shall mean the notice
given by the Borrower to the Administrative Agent in respect of the conversion
or continuation of an outstanding Borrowing as provided in Section 2.9(b)
hereof.

                  "NOTICE OF REVOLVING BORROWING" shall have the meaning as set
forth in Section 2.3.

                  "NOTICE OF SWINGLINE BORROWING" shall have the meaning as set
forth in Section 2.5.

                  "OBLIGATIONS" shall mean all amounts owing by the Borrower to
the Administrative Agent, the Issuing Bank or any Lender (including the
Swingline Lender) pursuant to or in connection with this Agreement or any other
Loan Document, including without limitation, all principal, interest

                                       14



(including any interest accruing after the filing of any petition in bankruptcy
or the commencement of any insolvency, reorganization or like proceeding
relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), all reimbursement
obligations, all Guaranteed Obligations, fees, expenses, indemnification and
reimbursement payments, costs and expenses (including all actual and reasonable
fees and expenses of counsel to the Administrative Agent and any Lender
(including the Swingline Lender) incurred pursuant to this Agreement or any
other Loan Document), whether direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising hereunder or
thereunder, together with all renewals, extensions, modifications or
refinancings thereof.

                  "OTHER TAXES" shall mean any and all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies arising from the execution, delivery or enforcement of this Agreement or
any other Loan Document.

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

                  "PAYMENT OFFICE" shall mean the office of the Administrative
Agent located at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308,
or such other location as to which the Administrative Agent shall have given
written notice to the Borrower and the other Lenders.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA, and any successor entity performing similar
functions.

                  "PERMITTED ACQUISITIONS" shall mean any Acquisition so long as
(a) at the time of such Acquisition, no Default or Event of Default is in
existence or would result therefrom, (b) such acquisition has been approved or
recommended by the board of directors of the Person being acquired and (c) the
Total Acquisition Consideration of such Acquisition, when aggregated with the
Total Acquisition Consideration of all Acquisitions consummated by the Borrower
and its Consolidated Subsidiaries during the preceding 12 month period does not
exceed $100,000,000.

                  "PERMITTED ENCUMBRANCES" shall mean:

                  (i)      Liens imposed by law for taxes not yet due or which
         are being contested in good faith by appropriate proceedings and with
         respect to which adequate reserves are being maintained in accordance
         with GAAP;

                  (ii)     statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens imposed by law
         created in the ordinary course of business for amounts not yet due or
         which are being contested in good faith by appropriate proceedings and
         with respect to which adequate reserves are being maintained in
         accordance with GAAP;

                  (iii)    pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                                       15



                  (iv)     deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (v)      judgment and attachment liens not giving rise to an
         Event of Default or Liens created by or existing from any litigation or
         legal proceeding that are currently being contested in good faith by
         appropriate proceedings and with respect to which adequate reserves are
         being maintained in accordance with GAAP; and

                  (vi)     easements, zoning restrictions, rights-of-way and
         similar encumbrances on real property imposed by law or arising in the
         ordinary course of business that do not secure any monetary obligations
         and do not materially detract from the value of the affected property
         or materially interfere with the ordinary conduct of business of the
         Borrower and its Subsidiaries taken as a whole;

provided, that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness for borrowed money.

                  "PERMITTED INVESTMENTS" shall mean:

                  (i)      direct obligations of, or obligations the principal
         of and interest on which are unconditionally guaranteed by, the United
         States (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States), in each case
         maturing within one year from the date of acquisition thereof;

                  (ii)     commercial paper having the highest rating, at the
         time of acquisition thereof, of S&P or Moody's and in either case
         maturing within six months from the date of acquisition thereof;

                  (iii)    certificates of deposit, bankers' acceptances and
         time deposits maturing within 180 days of the date of acquisition
         thereof issued or guaranteed by or placed with, and money market
         deposit accounts issued or offered by, any domestic office of any
         commercial bank organized under the laws of the United States or any
         state thereof which has a combined capital and surplus and undivided
         profits of not less than $500,000,000;

                  (iv)     fully collateralized repurchase agreements with a
         term of not more than 30 days for securities described in clause (i)
         above and entered into with a financial institution satisfying the
         criteria described in clause (iii) above; and

                  (v)      mutual funds investing solely in any one or more of
         the Permitted Investments described in clauses (i) through (iv) above.

                  "PERMITTED SECURITIZATION SUBSIDIARY" shall mean any
Subsidiary of the Borrower that (i) is directly or indirectly wholly-owned by
the Borrower, (ii) is formed and operated solely for purposes of a Permitted
Securitization Transaction, (iii) has organizational documents which limit

                                       16



the permitted activities of such Permitted Securitization Subsidiary to the
acquisition of accounts receivable and related rights from the Borrower or one
or more of its Consolidated Subsidiaries or another Permitted Securitization
Subsidiary, the securitization or other financing of such accounts receivable
and related rights and activities necessary or incidental to the foregoing and
(iv) such Permitted Securitization Subsidiary shall at all times be subject to
each of the following: (A) it shall have at least one (1) member, manager,
director or other similar person whose affirmative vote is required to permit
such person to file a voluntary bankruptcy proceeding or to amend its formation
documents, which member, manager, director or other similar person is not
affiliated with the Borrower or any of its Consolidated Subsidiaries or a
current or prior officer, director or employee of any of them, (B) it shall not
be permitted to incur any Indebtedness other than the Indebtedness related to
the Permitted Securitization Transaction, unless such Indebtedness is
non-recourse to such Permitted Securitization Subsidiary and is subordinated to
the Indebtedness incurred in connection with the Permitted Securitization
Transaction, (C) it will not be permitted to merge or consolidate with any
person other than another Permitted Securitization Subsidiary and (D) its
formation documents shall contain and it shall be subject to such restrictive
covenants relating to its operations as shall be required by independent counsel
in order for such counsel to deliver a reasoned, market-standard
"non-consolidation" opinion.

                  "PERMITTED SECURITIZATION TRANSACTION" shall mean the transfer
by Borrower or one or more of its Consolidated Subsidiaries of receivables and
rights related thereto to one or more Permitted Securitization Subsidiaries and
the related financing of such receivables and rights related thereto; provided
that (i) such transaction is non-recourse to Borrower and its Consolidated
Subsidiaries (excluding any related Permitted Securitization Subsidiary), except
for Standard Securitization Undertakings and (ii) the aggregate total amount of
all Indebtedness outstanding to third parties under all Permitted Securitization
Transactions shall not exceed $120,000,000 in the aggregate outstanding at any
time.

                  "PERSON" shall mean any individual, partnership, firm,
corporation, association, joint venture, limited liability company, trust or
other entity, or any Governmental Authority.

                  "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "PRO RATA SHARE" shall mean, with respect to any Lender at any
time, a percentage, the numerator of which shall be the sum of such Lender's
Revolving Commitment and the denominator of which shall be the sum of all
Lenders' Revolving Commitments; or if the Revolving Commitments have been
terminated or expired or if the Loans have been declared to be due and payable,
a percentage, the numerator of which shall be the sum of such Lender's Revolving
Credit Exposure and outstanding Competitive Bid Loans and the denominator of
which shall be the sum of the aggregate Revolving Credit Exposure and the
aggregate outstanding Competitive Bid Loans of all Lenders.

                                       17



                  "RATING AGENCIES" shall mean Moody's and S&P.

                  "REGULATION D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time, and any successor regulations.

                  "RELATED PARTIES" shall mean, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

                  "RELEASE" means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or within any building,
structure, facility or fixture.

                  "REQUIRED LENDERS" shall mean, at any time, Non-Defaulting
Lenders holding more than 50% of the aggregate outstanding Revolving Credit
Exposures of all Non-Defaulting Lenders at such time or if the Non-Defaulting
Lenders have no Revolving Credit Exposure outstanding, then Non-Defaulting
Lenders holding more than 50% of the Aggregate Revolving Commitments of all
Non-Defaulting Lenders; provided, that, for purposes of declaring the Loans to
be due and payable pursuant to Article VIII and for all purposes after the
Revolving Commitments expire or terminate, the outstanding Competitive Bid Loans
of a Lender shall be added to its Revolving Credit Exposure in determining the
Required Lenders.

                  "RESET DATE" shall have the meaning assigned to such term in
Section 10.14.

                  "RESPONSIBLE OFFICER" shall mean any of the president, the
chief executive officer, the chief operating officer, the chief financial
officer, the treasurer, controller or a vice president of the Borrower or such
other representative of the Borrower as may be designated in writing by any one
of the foregoing with the consent of the Administrative Agent; and, with respect
to the financial covenants only, the chief financial officer or the treasurer of
the Borrower.

                  "RESTRICTED INVESTMENT" shall mean Investments in joint
ventures and in Subsidiaries which are not Consolidated Subsidiaries.

                  "RESTRICTED PAYMENT" shall have the meaning set forth in
Section 7.5.

                  "REVOLVING COMMITMENT" shall mean, with respect to each
Lender, the obligation of such Lender to make Revolving Loans to the Borrower
and to participate in Letters of Credit and Swingline Loans in an aggregate
principal amount not exceeding the amount set forth with respect to such Lender
on the signature pages to this Agreement, or (i) in the case of a Lender
increasing its Revolving Commitment pursuant to Section 2.26 hereof, as
reflected in the applicable New Commitment Acknowledgment or (ii) in the case of
a Person becoming a Lender after the Funding Date, (x) the amount of the
assigned "Revolving Commitment" as provided in the Assignment and Acceptance
Agreement executed by such Person as an assignee, as the same may be changed
pursuant to the terms hereof or (y) the amount of the "Revolving Commitment" as
provided in the

                                       18



Lender Joinder Agreement executed by such Person, as the same may be changed
pursuant to the terms hereof.

                  "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any
Lender at any time, the sum at such time, without duplication, of (i) the Dollar
Equivalent of the outstanding principal amount of such Lender's Revolving Loans,
(ii) the Dollar Equivalent of such Lender's LC Exposure and (iii) the Dollar
Equivalent of such Lender's Swingline Exposure.

                  "REVOLVING CREDIT NOTE" shall mean a promissory note of the
Borrower payable to the order of a requesting Lender in the principal amount of
such Lender's Revolving Commitment, in substantially the form of Exhibit A.

                  "REVOLVING LOAN" shall mean a loan made by a Lender (other
than the Swingline Lender) to the Borrower under its Revolving Commitment, which
may be either a Base Rate Loan or a Eurocurrency Loan.

                  "SENIOR DEBT RATING" shall mean the credit ratings (including
indicative ratings if no actual debt has been rated) assigned from time to time
by either of the Rating Agencies to the senior, unsecured long-term debt
securities of the Borrower without third-party credit enhancement, whether or
not any such debt securities are actually outstanding, and any rating assigned
to any other debt security of the Borrower shall be disregarded. The rating in
effect on any date is that in effect at the close of business on such date. If
the Borrower is split-rated and (i) the ratings differential is one category,
the higher of the two ratings will apply or (ii) the ratings differential is
more than one category, the rate shall be determined by reference to the
category next above that of the lower of the two ratings. If the Borrower is
rated neither by Moody's nor S&P, then the applicable rate shall be established
by reference to Level IV as set forth in the "Pricing Grid" attached hereto as
Schedule I. If the rating system of Moody's and S&P shall change, or if Moody's
and S&P shall cease to be in the business of rating corporate debt obligations,
the Borrower, the Lenders and the Administrative Agent shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Margin and the Applicable Percentage shall
be determined by reference to the rating most recently in effect prior to any
such change or cessation. If after a reasonable time the parties cannot agree to
a mutually acceptable amendment, the applicable rate shall be determined by
reference to Level IV as set forth in the "Pricing Grid" attached hereto as
Schedule I.

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

                  "STANDARD SECURITIZATION UNDERTAKINGS" shall mean any
obligations and undertakings of the Borrower and any Consolidated Subsidiary
consisting of representations, warranties, covenants, and indeminities standard
in securitization transactions and related servicing of receivables.

                  "STATUTORY RESERVE RATE" shall mean, with respect to any
currency, a fraction (expressed as a decimal), the numerator of which is the
number 1 and the denominator of which is the number 1 minus the aggregate of the
maximum reserve, liquid asset or similar percentages

                                       19



(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by any Governmental Authority of the United States or
of the jurisdiction of such currency or any jurisdiction in which Loans in such
currency are made to which banks in such jurisdiction are subject for any
category of deposits or liabilities customarily used to fund loans in such
currency or by reference to which interest rates applicable to loans in such
currency are determined. Such reserve, liquid asset or similar percentages shall
include those imposed pursuant to Regulation D of the Board of Governors of the
Federal Reserve System. Eurocurrency Loans shall be deemed to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under Regulation D
or any other applicable law, rule or regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

                  "SUBSIDIARY" shall mean, with respect to any Person (the
"PARENT"), any corporation, partnership, joint venture, limited liability
company, association or other entity the accounts of which would be consolidated
with those of the parent in the parent's consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, partnership, joint venture, limited liability
company, association or other entity of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held.
Unless otherwise indicated, all references to "Subsidiary" hereunder shall mean
a Subsidiary of the Borrower.

                  "SWINGLINE COMMITMENT" shall mean the commitment of the
Swingline Lender to make Swingline Loans in an aggregate principal amount at any
time outstanding not to exceed $100,000,000.

                  "SWINGLINE EXPOSURE" shall mean, with respect to each Lender,
the principal amount of the Swingline Loans in which such Lender is legally
obligated either to make a Base Rate Loan or to purchase a participation in
accordance with Section 2.5, which shall equal such Lender's Pro Rata Share of
all outstanding Swingline Loans.

                  "SWINGLINE LENDER" shall mean SunTrust Bank, or any other
Lender that may agree to make Swingline Loans hereunder.

                  "SWINGLINE LOAN" shall mean a loan made to the Borrower by the
Swingline Lender under the Swingline Commitment.

                  "SWINGLINE NOTE" shall mean the promissory note of the
Borrower payable to the order of the Swingline Lender in the principal amount of
the Swingline Commitment, substantially the form of Exhibit C.

                  "SWINGLINE RATE" shall mean, for any Interest Period, either
the Base Rate or the rate as offered by the Swingline Lender and accepted by the
Borrower. The Borrower is under no obligation to accept such offered rate and
the Swingline Lender is under no obligation to provide such offered rate.

                                       20



                  "SWINGLINE TERMINATION DATE" shall mean the date that is 5
Business Days prior to the Commitment Termination Date.

                  "SYNTHETIC LEASE" shall mean any synthetic lease, tax
retention operating lease or similar off-balance sheet financing product where
such transaction is considered borrowed money indebtedness for tax purposes but
is classified as an operating lease under GAAP. For purposes of the Loan
Documents, the Wisconsin and Florida leases described on Schedules 4.15 and 7.2
shall be deemed to be "Synthetic Leases" whether or not they otherwise comply
with the definition thereof.

                  "TARGET" shall mean the Trans-European Automated Real-Time
Gross Settlement Express Transfer system.

                  "TAXES" shall mean any and all present or future taxes,
levies, imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

                  "TOTAL ACQUISITION CONSIDERATION" shall mean as at the date of
any Acquisition, the sum of the following without duplication: (i) the amount of
any cash and fair market value of other property given as consideration,
including at such date the deferred payment of any such amounts, (ii) the amount
(determined by using the outstanding amount or the amount payable at maturity,
whichever is greater) of any obligations for money borrowed incurred, assumed or
acquired by the Borrower or any Subsidiary in connection with such Acquisition,
(iii) all amounts paid in respect of covenants not to compete and consulting
agreements that should be recorded on the financial statements of the Borrower
and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market
value of all other consideration given by the Borrower or any Subsidiary
(including any shares of capital stock of the Borrower or any Subsidiary) in
connection with such Acquisition.

                  "TYPE", when used in reference to a Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBOR or the Base Rate
(or, in the case of a Competitive Bid Loan or Borrowing, the Fixed Rate).

                  "WHOLLY-OWNED SUBSIDIARY" shall mean any Subsidiary all of the
shares of capital stock or other ownership interests of which (except directors'
qualifying shares, or, in the case of any Subsidiary which is not organized or
created under the laws of the United States of America or any political
subdivision thereof, such nominal ownership interests which are required to be
held by third parties under the laws of the foreign jurisdiction under which
such Subsidiary was incorporated or organized) are at the time directly or
indirectly owned by the Borrower.

                  "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g. a "Revolving Loan" or

                                       21



"Competitive Bid Loan") or by Type (e.g. a "Eurocurrency Loan", "Base Rate Loan"
or "Fixed Rate Loan") or by Class and Type (e.g. "Revolving Eurocurrency Loan").
Borrowings also may be classified and referred to by Class (e.g. "Revolving
Borrowing") or by Type (e.g. "Eurocurrency Borrowing") or by Class and Type
(e.g. " Revolving Eurocurrency Borrowing").

                  SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION. Unless
otherwise defined or specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent (except for such changes approved by the Borrower's independent
public accountants) with the most recent audited consolidated financial
statement of the Borrower delivered pursuant to Section 5.1(a); provided, that
if the Borrower notifies the Administrative Agent that the Borrower wishes to
amend any covenant in Article VI to eliminate the effect of any change in GAAP
on the operation of such covenant (or if the Administrative Agent notifies the
Borrower that the Required Lenders wish to amend Article VI for such purpose),
then the Borrower's compliance with such covenant shall be determined on the
basis of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Borrower and the Required Lenders.

                  SECTION 1.4. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including" and the word
"to" means "to but excluding". Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as it was originally executed or as it may from time to time be amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person's successors and
permitted assigns, (iii) the words "hereof", "herein" and "hereunder" and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references to a
specific time shall be construed to refer to the time in the city and state of
the Administrative Agent's principal office, unless otherwise indicated.

                                   ARTICLE II

                      AMOUNT AND TERMS OF THE COMMITMENTS

                  SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES. Subject to and
upon the terms and conditions herein set forth, (i) the Lenders hereby establish
in favor of the Borrower and, as provided

                                       22



in Section 2.25, any Designated Borrower a revolving credit facility pursuant to
which the Lenders severally agree (to the extent of each Lender's Pro Rata Share
up to such Lender's Revolving Commitment) to make Revolving Loans to the
Borrower and, as provided in Section 2.25, any Designated Borrower in accordance
with Section 2.2 and to offer in their sole discretion to make Competitive Bid
Loans in accordance with Section 2.6, (ii) the Issuing Bank agrees to issue
Letters of Credit in accordance with Section 2.24, (iii) the Swingline Lender
agrees to make Swingline Loans in accordance with Section 2.4, and (iv) each
Lender agrees to purchase a participation interest in the Letters of Credit and
the Swingline Loans pursuant to the terms and conditions hereof; provided, that
in no event shall the aggregate principal amount of all outstanding Revolving
Loans, Competitive Bid Loans, Swingline Loans and LC Exposure exceed at any time
the Aggregate Revolving Commitments from time to time in effect.

                  SECTION 2.2. REVOLVING LOANS. Subject to the terms and
conditions set forth herein, each Lender severally agrees to make Revolving
Loans to the Borrower and, as provided in Section 2.25, any Designated Borrower,
from time to time on any Business Day during the Availability Period, in an
aggregate principal amount outstanding at any time (determined in the case of
any Revolving Loan denominated in a Foreign Currency by reference to the Dollar
Equivalent thereof on such Business Day) that will not result in (a) the Dollar
Equivalent of such Lender's Revolving Credit Exposure (determined in accordance
with Section 10.14) exceeding such Lender's Revolving Commitment or (b) the
Dollar Equivalent of the sum of the aggregate Revolving Credit Exposures of all
Lenders (determined in accordance with Section 10.14) plus the Dollar Equivalent
of the aggregate principal amount of all Competitive Bid Loans (determined in
accordance with Section 10.14) exceeding the Aggregate Revolving Commitments.
During the Availability Period, the Borrower and, as provided in Section 2.25,
any Designated Borrower, shall be entitled to borrow, prepay and reborrow
Revolving Loans in accordance with the terms and conditions of this Agreement;
provided, that neither the Borrower nor any Designated Subsidiary may borrow or
reborrow should there exist a Default or Event of Default. Funding of any
Revolving Loans shall be in any combination of Dollars or a Foreign Currency as
specified by the Borrower as set forth in Section 2.3; provided that the Dollar
Equivalent amount of outstanding Revolving Loans and Competitive Bid Loans
funded in a Foreign Currency determined with respect to such Revolving Loans and
Competitive Bid Loans in accordance with Section 10.14 shall at no time exceed
the Foreign Currency Sublimit then in effect.

                  SECTION 2.3.      PROCEDURE FOR REVOLVING BORROWINGS.

                  (a)      The Borrower shall give the Administrative Agent
written notice (or telephonic notice promptly confirmed in writing) of each
Revolving Borrowing substantially in the form of Exhibit 2.3 attached hereto (a
"NOTICE OF REVOLVING BORROWING") (x) prior to 12:00 noon on the date of each
Base Rate Borrowing and (y) prior to 12:00 noon three (3) Business Days prior to
the requested date of each Eurocurrency Borrowing. Each Notice of Revolving
Borrowing shall be irrevocable and shall specify: (i) the identity of the
Borrower or Designated Borrower and the country (which shall be reasonably
satisfactory to the Administrative Agent) from which the Borrower or Designated
Borrower will make a Borrowing, (ii) the aggregate principal amount of such
Borrowing, (iii) the date of such Borrowing (which shall be a Business Day),
(iv) the Type of such Revolving Loan comprising such Borrowing, and (v) in the
case of a Eurocurrency Borrowing,

                                       23



the requested currency and duration of the initial Interest Period applicable
thereto (subject to the provisions of the definition of Interest Period). Each
Revolving Borrowing shall consist entirely of Base Rate Loans or Eurocurrency
Loans, as the Borrower may request. The aggregate principal amount of each
Eurocurrency Borrowing shall be not less than $5,000,000 (or, if applicable, the
Dollar Equivalent thereof in the Foreign Currency in which such Eurocurrency
Borrowing is denominated) or a larger multiple of $1,000,000, (or, if
applicable, the Dollar Equivalent thereof in the Foreign Currency in which such
Eurocurrency Borrowing is denominated) and the aggregate principal amount of
each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple
of $100,000; provided, that Base Rate Loans made pursuant to Section 2.5 or
Section 2.24(c) may be made in lesser amounts as provided therein. At no time
shall the total number of Eurocurrency Borrowings outstanding at any time exceed
ten. In addition, at no time shall the total number of Eurocurrency Borrowings
outstanding at any time denominated in a Foreign Currency exceed six. Promptly
following the receipt of a Notice of Revolving Borrowing in accordance herewith,
the Administrative Agent shall advise each Lender of the details thereof and the
amount of such Lender's Revolving Loan to be made as part of the requested
Revolving Borrowing.

                  SECTION 2.4. SWINGLINE COMMITMENT. Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower, from time to time from the Funding Date to the Swingline
Termination Date, in an aggregate principal amount outstanding at any time not
to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the
difference between the Aggregate Revolving Commitments and the sum of (x) the
aggregate Revolving Credit Exposures of all Lenders and (y) the outstanding
Competitive Bid Loans; provided, that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. The
Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in
accordance with the terms and conditions of this Agreement.

                  SECTION 2.5. PROCEDURE FOR SWINGLINE BORROWING; ETC. (a) The
Borrower shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Swingline Borrowing ("Notice of
Swingline Borrowing") prior to 12:00 noon on the requested date of each
Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and
shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of
such Swingline Loan (which shall be a Business Day) and (iii) the account of the
Borrower to which the proceeds of such Swingline Loan should be credited. The
Administrative Agent will promptly advise the Swingline Lender of each Notice of
Swingline Borrowing. Each Swingline Loan shall accrue interest at the Swingline
Rate and shall have an Interest Period (subject to the definition thereof) as
agreed between the Borrower and the Swingline Lender. The aggregate principal
amount of each Swingline Loan shall be not less than $500,000 or a larger
multiple of $100,000, or such other minimum amounts agreed to by the Swingline
Lender and the Borrower. The Swingline Lender will make the proceeds of each
Swingline Loan available to the Borrower in Dollars in immediately available
funds at the account specified by the Borrower in the applicable Notice of
Swingline Borrowing not later than 3:00 p.m. on the requested date of such
Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly
basis if any Swingline Loans occurred during such quarter.

                  (b)      If (i) any Swingline Loan matures and remains unpaid;
(ii) any Default or Event of Default occurs or (iii) the Swingline Lender's
total amount of outstanding aggregate

                                       24



Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's
Revolving Commitment, the Swingline Lender may, on behalf of the Borrower (which
hereby irrevocably authorizes and directs the Swingline Lender to act on its
behalf), give a Notice of Revolving Borrowing to the Administrative Agent
requesting the Lenders (including the Swingline Lender) to make Base Rate Loans
in an amount equal to the unpaid principal amount of any Swingline Loan. Each
Lender will make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Swingline Lender in
accordance with Section 2.8, which will be used solely for the repayment of such
Swingline Loan.

                  (c)      If for any reason a Base Rate Borrowing may not be
(as determined in the sole discretion of the Administrative Agent), or is not,
made in accordance with the foregoing provisions, then each Lender (other than
the Swingline Lender) shall purchase an undivided participating interest in such
Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that
such Base Rate Borrowing should have occurred. On the date of such required
purchase, each Lender shall promptly transfer, in immediately available funds,
the amount of its participating interest to the Administrative Agent for the
account of the Swingline Lender. If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall
become payable on demand.

                  (d)      Each Lender's obligation to make a Base Rate Loan
pursuant to Section 2.5(b) or to purchase the participating interests pursuant
to Section 2.5(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
or claim against the Swingline Lender, the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Lender's Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. If such amount is not in fact made
available to the Swingline Lender by any Lender, the Swingline Lender shall be
entitled to recover such amount on demand from such Lender, together with
accrued interest thereon for each day from the date of demand thereof at the
Federal Funds Rate. Until such time as such Lender makes its required payment,
the Swingline Lender shall be deemed to continue to have outstanding Swingline
Loans in the amount of the unpaid participation for all purposes of the Loan
Documents. In addition, such Lender shall be deemed to have assigned any and all
payments made of principal and interest on its Loans and any other amounts due
to it hereunder, to the Swingline Lender to fund the amount of such Lender's
participation interest in such Swingline Loans that such Lender failed to fund
pursuant to this Section, until such amount has been purchased in full.

                  SECTION 2.6.      COMPETITIVE BID BORROWINGS.

                  (a)      Competitive Bid Option. Subject to the terms and
conditions set forth herein, from time to time during the Availability Period,
the Borrower (for itself or on behalf of any Designated Borrower) may request
the Lenders to submit Competitive Bids. Each Lender may, but

                                       25



shall have no obligation to, make such Competitive Bids, and the Borrower may
(for itself or on behalf of any Designated Borrower), but shall have no
obligation to, accept any such Competitive Bids. At no time shall the number of
Competitive Bid Borrowings outstanding under this Section 2.6 exceed six in any
case, and at no time shall (i) the sum of the Dollar Equivalent of the aggregate
principal amount of outstanding Competitive Bid Loans plus the Dollar Equivalent
of the aggregate Revolving Credit Exposures of all Lenders exceed the Aggregate
Revolving Commitments or (ii) the Dollar Equivalent of the aggregate principal
amount of the outstanding Revolving Loans and Competitive Bid Loans of all
Lenders that have been funded in a Foreign Currency exceed the Foreign Currency
Sublimit. A Lender's Competitive Bid Loans shall not be deemed to constitute
usage of such Lender's Revolving Commitment.

                  (b)      Competitive Bid Requests. The Borrower (for itself or
on behalf of any Designated Borrower) may request Competitive Bids by delivering
a duly completed Competitive Bid Request to the Administrative Agent in writing
(or by telephone, immediately confirmed in writing), not later than 12:00 noon
(x) one (1) Business Day prior to the proposed date of the related Competitive
Bid Fixed Rate Borrowing, or (y) three (3) Business Days prior to the proposed
date of the related Competitive Bid Eurocurrency Borrowing. Each Competitive Bid
Request shall specify (i) the proposed date of such Borrowing (which shall be a
Business Day), (ii) the identity of the Borrower or Designated Borrower and the
country (which shall be reasonably satisfactory to the Administrative Agent)
from which the Borrower or Designated Borrower will make such Borrowing, (iii)
the aggregate amount of such Borrowing (which shall be in a minimum principal
amount of $5,000,000 (or, if applicable, the Dollar Equivalent thereof in the
Foreign Currency in which such Competitive Bid Eurocurrency Borrowing is
denominated) or a larger multiple of $1,000,000) (or, if applicable, the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid
Eurocurrency Borrowing is denominated), (iv) if such Borrowing is a Eurocurrency
Borrowing, the requested currency and duration of the Interest Period or
Interest Periods applicable thereto (subject to the provisions of the definition
of Interest Period), and (v) whether the Competitive Bids requested are to set
forth a Competitive Bid Margin or a Fixed Rate. A Competitive Bid Request which
does not conform substantially to the form of Exhibit 2.6-A may be rejected by
the Administrative Agent in its sole discretion, and the Administrative Agent
shall promptly notify the Borrower of such rejection by telecopy. The Borrower
(for itself or on behalf of any Designated Borrower) may request Competitive
Bids for up to three (3) different Interest Periods in each Competitive Bid
Request; provided, that the request for each separate Interest Period shall be
deemed to be a separate Competitive Bid Request for a separate Competitive Bid
Borrowing. No Competitive Bid Request shall be given within five (5) Business
Days of any other Competitive Bid Request, unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Promptly after its receipt of a
Competitive Bid Request which is not rejected as aforesaid, the Administrative
Agent shall promptly notify each Lender the details thereof by telecopy,
inviting the Lenders to submit Competitive Bids, in a notice substantially
similar to the form of Exhibit 2.6-B.

                  (c)      Competitive Bids.

                  (i)      Each Lender may, but shall have no obligation to,
submit one or more Competitive Bids, each containing an irrevocable offer to
make a Competitive Bid Loan in response

                                       26



to a Competitive Bid Request; provided, that if the Borrower's Competitive Bid
Request (for itself or on behalf of any Designated Borrower) specified more than
one Interest Period, such Lender may make a single submission containing a
separate offer for each Interest Period and each such separate offer shall be
deemed to be a separate Competitive Bid. Each Competitive Bid by a Lender must
be received by the Administrative Agent by telecopy not later than (x) in the
case of a Competitive Bid Eurocurrency Borrowing, 2:00 p.m. on the third
Business Day prior to the proposed date of Borrowing, and (y) in the case of an
Competitive Bid Fixed Rate Borrowing, 9:00 a.m. on the day of the proposed
Borrowing; provided, that if the Administrative Agent (or any Affiliate of the
Administrative Agent) elects to submit a Competitive Bid in its capacity as a
Lender, it shall submit such Competitive Bid directly to the Borrower at least
15 minutes prior to the deadline for the other Lenders.

                  (ii)     Each Competitive Bid shall specify (A) the principal
amount (which shall be a minimum principal amount of $5,000,000 (or the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) or a larger multiple of $1,000,000) (or the Dollar Equivalent
thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) of each Competitive Bid Loan and the Interest Period applicable
thereto and the aggregate principal amount of all Competitive Bid Loans for all
Interest Periods (which principal amount may be greater than the Revolving
Commitment of such Lender but which may not exceed the aggregate principal
amount of Competitive Bid Loans for each Interest Period for which Competitive
Bid Requests were requested) and (B) the Competitive Bid Rate or Rates at which
such Lender is prepared to make such Loan or Loans (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places).
Competitive Bids that do not conform substantially to Exhibit 2.6-C may be
rejected by the Administrative Agent, and the Administrative Agent shall notify
the applicable Lender as promptly as possible.

                  (iii)    No Competitive Bid shall contain qualifying,
conditional or similar language or propose terms other than or in addition to
those set forth in the applicable Competitive Bid Request, and in particular, no
Competitive Bid may be conditioned upon the acceptance by the Borrower (for
itself or on behalf of any Designated Borrower) of all (or some specified
minimum) of the principal amount of the Competitive Bid Loan for which the
Competitive Bid was made.

                  (iv)     After the Competitive Bids have been submitted, the
Administrative Agent shall promptly notify by telecopy the Borrower of (A) the
aggregate principal amount of the Competitive Bid Borrowing for which offers
have been received and (B) the principal amounts and Competitive Bid Rates so
offered by each Lender (and the identity of such Lender).

                  (d)      Acceptance by Borrower. Subject only to the
provisions of this paragraph, the Borrower (for itself or on behalf of any
Designated Borrower) may accept or reject any Competitive Bid. The Borrower (for
itself or on behalf of any Designated Borrower) shall notify the Administrative
Agent by telephone, confirmed by telecopy in a form approved by the
Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurocurrency Competitive Bid
Borrowing, not later than 12:30 p.m. three Business Days before the date of the
proposed Competitive Bid Borrowing, and in the case of a Fixed Rate Borrowing,
not later than 11:00 a.m. on the proposed date of the Competitive Bid Borrowing;
provided, that (i) the

                                       27



failure of the Borrower to give such notice shall be deemed to be a rejection of
each Competitive Bid, (ii) the Borrower (for itself or on behalf of any
Designated Borrower) shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if the Borrower rejects a Competitive Bid made at a lower
Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids
accepted by the Borrower (for itself or on behalf of any Designated Borrower)
shall not exceed the aggregate amount of the requested Competitive Bid Borrowing
specified in the related Competitive Bid Request, (iv) to the extent necessary
to comply with clause (iii) above, the Borrower (for itself or on behalf of any
Designated Borrower) may accept Competitive Bids at the same Competitive Bid
Rate in part, which acceptance, in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Bid Loan unless such
Competitive Loan is in a minimum principal amount of $5,000,000 (or the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) and an integral multiple of $1,000,000 (or the Dollar Equivalent
thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated); provided, further, that if a Competitive Bid Loan must be in an
amount less than $5,000,000 (or the Dollar Equivalent thereof in the Foreign
Currency in which such Competitive Bid Loan is denominated) because of the
provisions of clause (iv) above, such Competitive Bid Loan may be for a minimum
of $1,000,000 (or the Dollar Equivalent thereof in the Foreign Currency in which
such Competitive Bid Loan is denominated) or any integral multiple thereof, and
in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of $1,000,000 (or the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) in a manner determined by the Borrower. A notice given by the
Borrower (whether for itself or on behalf of any Designated Borrower) pursuant
to this paragraph shall be irrevocable.

                  (e)      The Administrative Agent shall promptly notify by
telecopy each Lender that made a Competitive Bid whether its Competitive Bid was
accepted (and if so, the amount and the Competitive Bid Rate so accepted), and
each successful bidding Lender will thereupon become bound, subject to the terms
and conditions hereof, to make the Competitive Bid Loan in respect of which its
Competitive Bid was accepted. Upon determination by the Administrative Agent of
the Adjusted LIBOR applicable to any Competitive Bid Eurocurrency Borrowing, to
be made by a Lender pursuant to a Competitive Bid which has been accepted, the
Administrative Agent shall notify the Borrower (for itself or on behalf of any
Designated Borrower) and such Lender of such applicable Adjusted LIBOR. With
respect to Competitive Bid Eurocurrency Loans, each such Lender shall, not later
than 2:00 p.m. on the date specified for the making of such Competitive Bid
Loan, make the amount of such Loan available to the Administrative Agent at the
Payment Office in immediately available funds for the account of the Borrower or
any Designated Borrower and the amount so received by the Administrative Agent
shall be made available to the Borrower or any Designated Borrower in
immediately available funds at the account specified by the Borrower or any
Designated Borrower to the Administrative Agent not later than 4:00 p.m. on such
date.

                  SECTION 2.7. MULTI-CURRENCY BORROWINGS. The Borrower may
request funding of Eurocurrency Borrowings in any applicable Foreign Currency.

                                       28



                  SECTION 2.8. FUNDING OF BORROWINGS.

                  (a)      Each Lender will make available each Borrowing in
Dollars of Eurocurrency Loans, Base Rate Loans and Competitive Bid Fixed Rate
Loans to be made by it hereunder on the proposed date thereof by wire transfer
in immediately available funds by 2:00 p.m. to the Administrative Agent at the
Payment Office; provided, that the Swingline Loans will be made as set forth in
Section 2.5. If such Borrowing is a Eurocurrency Borrowing denominated in a
Foreign Currency, not later than 2:00 p.m. (local time at the bank where the
applicable Foreign Currency Payment Account is maintained) each Lender will make
available its Pro Rata Share of such Borrowing, in funds immediately available
in the applicable Foreign Currency Payment Account for the benefit of the
Administrative Agent and according to the payment instructions of the
Administrative Agent. The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts that it receives, in like funds
by the close of business on such proposed date, to an account maintained by the
Borrower with the Administrative Agent or at the Borrower's option, by effecting
a wire transfer of such amounts to an account designated by the Borrower to the
Administrative Agent.

                  (b)      Unless the Administrative Agent shall have been
notified by any Lender prior to (i) in the case of Base Rate Borrowings, 1 p.m.
on the date of such Borrowing in which such Lender is participating or (ii) in
the case of Eurocurrency Borrowings, 5 p.m. one (1) Business Day prior to the
date of a Borrowing in which such Lender is participating, that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date, and the
Administrative Agent, in reliance on such assumption, may make available to the
Borrower on such date a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender on the
date of such Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest at a
rate per annum equal to the Administrative Agent's cost of funds for such amount
for up to two (2) days and thereafter at the rate specified for such Borrowing.
If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent together with interest at the rate specified
for such Borrowing. Nothing in this subsection shall be deemed to relieve any
Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder
or to prejudice any rights which the Borrower may have against any Lender as a
result of any default by such Lender hereunder.

                  (c)      All Revolving Borrowings shall be made by the Lenders
on the basis of their respective Pro Rata Shares. No Lender shall be responsible
for any default by any other Lender in its obligations hereunder, and each
Lender shall be obligated to make its Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans hereunder.

                  SECTION 2.9. INTEREST ELECTIONS; CONVERSIONS; CONTINUATIONS.

                                       29



                  (a)      Each Borrowing initially shall be of the Type
specified in the applicable Notice of Borrowing, and in the case of a
Eurocurrency Borrowing, shall have an initial Interest Period as specified in
such Notice of Borrowing. Thereafter, the Borrower may elect to convert such
Borrowing into a different Type or to continue such Borrowing (subject to
satisfaction of any conditions applicable to Borrowings of that Type), and in
the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all
as provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section 2.9 shall NOT apply to Eurocurrency Borrowings
denominated in a Foreign Currency (other than continuations in the same Foreign
Currency which shall be permitted), Competitive Bid Borrowings or Swingline
Borrowings, which may not be converted or continued.

                  (b)      To make an election pursuant to this Section, the
Borrower shall give the Administrative Agent prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing (a "NOTICE OF
CONVERSION/CONTINUATION") that is to be converted or continued, as the case may
be, (x) prior to 12:00 noon one (1) Business Day prior to the requested date of
a conversion into a Base Rate Borrowing and (y) prior to 12:00 noon three (3)
Business Days prior to a continuation of or conversion into a Eurocurrency
Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and
shall specify (i) the Borrowing to which such Notice of Continuation/Conversion
applies and if different options are being elected with respect to different
portions thereof, the portions thereof that are to be allocated to each
resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii)
the effective date of the election made pursuant to such Notice of
Continuation/Conversion, which shall be a Business Day, (iii) whether the
resulting Borrowing is to be a Base Rate Borrowing or a Eurocurrency Borrowing;
and (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the
requested currency which shall be the same currency as the original Borrowing
and the duration of the Interest Period applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of
"Interest Period". If any such Notice of Continuation/Conversion requests a
Eurocurrency Borrowing but does not specify an Interest Period, the Borrower
shall be deemed to have selected an Interest Period of one month. The principal
amount of any resulting Borrowing shall satisfy the minimum borrowing amount for
Eurocurrency Borrowings and Base Rate Borrowings set forth in Section 2.3.

                  (c)      If, on the expiration of any Interest Period in
respect of any Eurocurrency Borrowing, the Borrower shall have failed to deliver
a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as
provided herein, the Borrower shall be deemed to have elected to convert such
Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or
continued as, a Eurocurrency Borrowing if a Default or an Event of Default
exists, unless the Administrative Agent and each of the Lenders shall have
otherwise consented in writing. No conversion of any Eurocurrency Loans shall be
permitted except on the last day of the Interest Period in respect thereof.

                                       30



                  (d)      Upon receipt of any Notice of
Conversion/Continuation, the Administrative Agent shall promptly notify each
Lender of the details thereof and of such Lender's portion of each resulting
Borrowing.

                  SECTION 2.10. OPTIONAL REDUCTION AND TERMINATION OF
COMMITMENTS.

                  (a)      Unless previously terminated, all Revolving
Commitments shall terminate on the Commitment Termination Date, except that the
Swingline Commitment shall terminate on the Swingline Termination Date.

                  (b)      Upon at least three (3) Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent (which notice shall be irrevocable), the Borrower may
reduce the Aggregate Revolving Commitments in part or terminate the Aggregate
Revolving Commitments in whole; provided, that (i) any partial reduction shall
apply to reduce proportionately and permanently the Revolving Commitment of each
Lender, (ii) any partial reduction pursuant to this Section 2.10 shall be in an
amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii)
no such reduction shall be permitted which would reduce the Aggregate Revolving
Commitments to an amount less than the Dollar Equivalent of the outstanding
Revolving Credit Exposures of all Lenders (determined in accordance with Section
10.14) plus the Dollar Equivalent of the outstanding principal amount of all
Competitive Bid Loans (determined in accordance with Section 10.14).

                  SECTION 2.11. REPAYMENT OF LOANS.

                  (a)      The outstanding principal amount of all Revolving
Loans shall be due and payable (together with accrued and unpaid interest
thereon) on the Commitment Termination Date; provided, however, the outstanding
principal amount of all Eurocurrency Loans denominated in a Foreign Currency
shall be due and payable (together with accrued and unpaid interest thereon) on
the last day of the Interest Period.

                  (b)      The principal amount of each Competitive Bid
Borrowing shall be due and payable (together with accrued and unpaid interest
thereon) on the earlier of (i) the last day of the Interest Period applicable to
such Borrowing and (ii) the Commitment Termination Date.

                  (c)      The principal amount of each Swingline Borrowing
shall be due and payable (together with accrued interest thereon) on the earlier
of (i) the last day of the Interest Period applicable to such Borrowing and (ii)
the Swingline Termination Date.

                  (d)      On each date on which the Aggregate Revolving
Commitments are reduced pursuant to Section 2.10, the Borrower shall repay or
prepay such principal amount of the outstanding Loans, if any (together with
interest accrued thereon), as may be necessary so that after such repayment or
payment the Dollar Equivalent of the aggregate outstanding Revolving Loans
(determined in accordance with Section 10.14) plus the Dollar Equivalent of the
outstanding principal amount of all Competitive Bid Loans (determined in
accordance with Section 10.14) does not exceed the Aggregate Revolving
Commitments as then reduced.

                                       31



                  (e)      If the Administrative Agent determines that, as of
any Calculation Date, (i) the sum of the Dollar Equivalent of the aggregate
principal amount of outstanding Revolving Loans, Swingline Loans, Competitive
Bid Loans and LC Exposures exceeds 105% of the Aggregate Revolving Commitment
then in effect, or (ii) the sum of the Dollar Equivalent of the aggregate
principal amount of outstanding Revolving Loans and Competitive Bid Loans
denominated in a Foreign Currency exceeds 105% of the Foreign Currency Sublimit,
then, in either case, the Borrower shall prepay Revolving Loans and/or
Competitive Bid Loans in an aggregate amount sufficient to eliminate such excess
no later than the second Business Day following such notice. Promptly upon
determining the need to make any such prepayment, the Administrative Agent shall
notify the Borrower of such required prepayment and of the identity of the
particular Revolving Loans and/or Competitive Bid Loans to be prepaid. Any
mandatory prepayment of Revolving Loans and/or Competitive Bid Loans pursuant
hereto shall not be limited by the notice provision for prepayment set forth in
Section 2.13. Each such prepayment shall be accompanied by a payment of all
accrued and unpaid interest on the Loans prepaid and any applicable breakage
fees and funding losses pursuant to Section 2.20.

                  SECTION 2.12. EVIDENCE OF INDEBTEDNESS. (a) Each Lender shall
maintain in accordance with its usual practice appropriate records evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable thereon and paid to such Lender from time to time under this Agreement.
The Administrative Agent shall maintain appropriate records in which shall be
recorded (i) the Revolving Commitment of each Lender, (ii) the amount and
currency of each Loan made hereunder by each Lender, the Class and Type thereof
and the Interest Period applicable thereto, (iii) the date of each continuation
thereof pursuant to Section 2.9, (iv) the date of each conversion of all or a
portion thereof to another Type pursuant to Section 2.9, (v) the date and amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder in respect of such Loans and (vi) both the
date and amount of any sum received by the Administrative Agent hereunder from
the Borrower in respect of the Loans and each Lender's Pro Rata Share thereof.
The entries made in such records shall be prima facie evidence of the existence
and amounts of the obligations of the Borrower therein recorded; provided, that
the failure or delay of any Lender or the Administrative Agent in maintaining or
making entries into any such record or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans (both principal and
unpaid accrued interest) of such Lender in accordance with the terms of this
Agreement.

                  (b)      At the request of any Lender (including the Swingline
Lender) at any time, the Borrower agrees that it will execute and deliver to
such Lender a Revolving Credit Note, and/or a Competitive Bid Note and, in the
case of the Swingline Lender only, a Swingline Note, payable to the order of
such Lender.

                  SECTION 2.13. OPTIONAL PREPAYMENTS.

                  (a)      The Borrower shall have the right at any time and
from time to time to prepay any Borrowing, in whole or in part, without premium
or penalty, by giving irrevocable written notice

                                       32



(or telephonic notice promptly confirmed in writing) to the Administrative Agent
no later than (i) in the case of prepayment of any Eurocurrency Borrowing, 12:00
noon not less than three (3) Business Days prior to any such prepayment, (ii) in
the case of any prepayment of any Base Rate Borrowing, not less than one
Business Day prior to the date of such prepayment, and (iii) in the case of
Swingline Borrowings, prior to 12:00 noon on the date of such prepayment. Each
such notice shall be irrevocable and shall specify the proposed date of such
prepayment and the principal amount of each Borrowing or portion thereof to be
prepaid. Upon receipt of any such notice, the Administrative Agent shall
promptly notify each affected Lender of the contents thereof and of such
Lender's Pro Rata Share of any such prepayment. If such notice is given, the
aggregate amount specified in such notice shall be due and payable on the date
designated in such notice, together with accrued interest to such date on the
amount so prepaid in accordance with Section 2.14(e); provided, that if a
Eurocurrency Borrowing is prepaid on a date other than the last day of an
Interest Period applicable thereto, the Borrower shall also pay all amounts
required pursuant to Section 2.20. Each partial prepayment of any Loan (other
than a Swingline Loan) shall be in an amount that would be permitted in the case
of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3
or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a
Borrowing shall be applied ratably to the Loans comprising such Borrowing.

                  (b) Except as otherwise provided herein, the Borrower may not
prepay any Competitive Bid Loan except with the prior written consent of the
affected Lender.

                  SECTION 2.14. INTEREST ON LOANS.

                  (a)      The Borrower shall pay interest (i) on each Base Rate
Loan at the Base Rate in effect from time to time, and (ii) on each Eurocurrency
Loan at the Adjusted LIBOR for the applicable Interest Period in effect for such
Loan, plus, in each case, the Applicable Margin in effect from time to time.

                  (b)      The Borrower shall pay interest (i) on each
Competitive Bid Eurocurrency Loan at the Adjusted LIBOR for the applicable
Interest Period in effect for such Loan, plus (or minus) the Competitive Bid
Margin quoted by the Lender making such Loan pursuant to Section 2.6(c) and
accepted by the Borrower pursuant to Section 2.6(d), and (ii) on each
Competitive Bid Fixed Rate Loan, at the Fixed Rate quoted by the Lender making
such Loan pursuant to Section 2.6(c) and accepted by the Borrower pursuant to
Section 2.6(d).

                  (c)      The Borrower shall pay interest on each Swingline
Loan at the Swingline Rate in effect from time to time.

                  (d)      While an Event of Default exists or after
acceleration, at the option of the Required Lenders, the Borrower shall pay
interest ("DEFAULT INTEREST") with respect to all Eurocurrency Loans and
Competitive Bid Fixed Rate Loans at the rate otherwise applicable for the
then-current Interest Period plus an additional 2% per annum until the last day
of such Interest Period, and thereafter, and with respect to all Base Rate Loans
(including all Swingline Loans) and all other Obligations hereunder (other than
Loans), at an all-in rate in effect for Base Rate Loans, plus an additional 2%
per annum.

                                       33



                  (e)      Interest on the principal amount of all Loans shall
accrue from and including the date such Loans are made to but excluding the date
of any repayment thereof. Interest on all outstanding Base Rate Loans shall be
payable quarterly in arrears on the last day of each March, June, September and
December and on the Commitment Termination Date. Interest on all outstanding
Eurocurrency Loans and all outstanding Competitive Bid Fixed Rate Loans shall be
payable on the last day of each Interest Period applicable thereto, and, in the
case of any Eurocurrency Loans and Competitive Bid Fixed Rate Loans having an
Interest Period in excess of three months or 90 days, respectively, on each day
which occurs every three months or 90 days, as the case may be, after the
initial date of such Interest Period, and on the Commitment Termination.
Interest on each Swingline Loan shall be payable on the maturity date of such
Loan, which shall be the last day of the Interest Period applicable thereto, and
on the Swingline Termination Date. Interest on any Loan which is converted into
a Loan of another Type or which is repaid or prepaid shall be payable on the
date of such conversion or on the date of any such repayment or prepayment (on
the amount repaid or prepaid) thereof. All Default Interest shall be payable on
demand.

                  (f)      The Administrative Agent shall determine each
interest rate applicable to the Loans hereunder and shall promptly notify the
Borrower and the Lenders of such rate in writing (or by telephone, promptly
confirmed in writing). Any such determination shall be conclusive and binding
for all purposes, absent manifest error.

                  SECTION 2.15. FEES.

                  (a)      The Borrower shall pay to the Administrative Agent
for its own account fees in the amounts and at the times previously agreed upon
by the Borrower and the Administrative Agent.

                  (b)      Facility Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Percentage (determined daily in accordance with
Schedule I) on the daily amount of the Revolving Commitment (whether used or
unused) of such Lender from the Funding Date through the Commitment Termination
Date; provided, that if such Lender continues to have any Revolving Credit
Exposure after the Commitment Termination Date, then the facility fee shall
continue to accrue from and after the Commitment Termination Date to the date
that all of such Lender's Revolving Credit Exposure has been paid in full.
Accrued facility fees shall be payable in arrears on the last day of each March,
June, September and December of each year and on the Commitment Termination
Date, commencing on the first such date after the Execution Date; provided,
further, that any facility fees accruing after the Commitment Termination Date
shall be payable on demand.

                  (c)      Letter of Credit Fees. The Borrower agrees to pay (i)
to the Administrative Agent, for the account of each Lender, a letter of credit
fee with respect to its participation in each Letter of Credit, which shall
accrue at the Applicable Percentage then in effect on the average daily amount
of such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) attributable to such Letter of Credit during the
period from and including the date of issuance of such Letter of Credit to but
excluding the date on which such Letter expires or is

                                       34



drawn in full (including without limitation any LC Exposure that remains
outstanding after the Commitment Termination Date) and (ii) to the Issuing Bank
for its own account a fronting fee, which shall accrue at the rate of 0.125% per
annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to Unreimbursed LC Disbursements) during the Availability
Period (or until the date that such Letter of Credit is irrevocably cancelled,
whichever is later), as well as the Issuing Bank's standard fees with respect to
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. While an Event of Default exists or after acceleration,
at the option of the Required Lenders, the Borrower shall pay to the
Administrative Agent, for the account of each Lender, a letter of credit fee
with respect to its participation in each Letter of Credit, which shall accrue
at the rate otherwise applicable plus an additional 2% per annum until the date
on which such Letter expires or is drawn in full (including without limitation
any LC Exposure that remains outstanding after the Commitment Termination Date).

                  (d)      Payments. Accrued fees shall be payable quarterly in
arrears on the last day of each of March, June, September and December,
commencing on September 30, 2003 and on the Commitment Termination Date (and if
later, the date the Loans and LC Exposure shall be repaid in their entirety).

                  SECTION 2.16. COMPUTATION OF INTEREST AND FEES. Interest based
on the prime lending rate hereunder shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and paid for the actual number of days
elapsed (including the first day but excluding the last day). All other interest
and all fees shall be computed on the basis of a year of 360 days (except for
any Eurocurrency Loans outstanding in British pounds sterling, which shall be
computed on the basis of a year of 365 or 366 days, as the case may be) and paid
for the actual number of days elapsed (including the first day but excluding the
last day). Each determination by the Administrative Agent of an interest amount
or fee hereunder shall be made in good faith and, except for manifest error,
shall be final, conclusive and binding for all purposes.

                  SECTION 2.17. INABILITY TO DETERMINE INTEREST RATES. If prior
to the commencement of any Interest Period for any Eurocurrency Borrowing,

                  (i)      the Administrative Agent shall have determined (which
         determination shall be conclusive and binding upon the Borrower) that,
         by reason of circumstances affecting the relevant interbank market,
         adequate means do not exist for ascertaining the LIBOR Rate for such
         Interest Period, or

                  (ii)     the Administrative Agent shall have received notice
         from the Required Lenders (or in the case of a Eurocurrency Competitive
         Bid Loan, the Lender required to make such Loan) that the Adjusted
         LIBOR does not adequately and fairly reflect the cost to such Lenders
         (or Lender, as the case may be) of making, funding or maintaining their
         (or its, as the case may be) Eurocurrency Loans for such Interest
         Period,

the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Borrower and to the Lenders (or in the
case of a Eurocurrency Competitive Bid Loan,

                                       35



the affected Lender) as soon as practicable thereafter. In the case of a
Eurocurrency Competitive Bid Borrowing, the related Competitive Bid Request
shall be cancelled and the Lender or Lenders shall not have any obligation to
make such Eurocurrency Competitive Bid Borrowing. In the case of Eurocurrency
Loans, until the Administrative Agent shall notify the Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) the
obligations of the Lenders to make Eurocurrency Revolving Loans or to continue
or convert outstanding Loans as or into Eurocurrency Loans shall be suspended
and (ii) all such affected Loans shall automatically, on the last day of the
then current Interest Period applicable thereto unless the Borrower or the
applicable Designated Borrower prepays such Loans in accordance with this
Agreement, (A) if such Loans are Eurocurrency Loans, be converted into Base Rate
Loans and (B) if such Loans are Eurocurrency Loans denominated in a Foreign
Currency, be exchanged for the Dollar Equivalent thereof and converted into Base
Rate Loans. Unless the Borrower notifies the Administrative Agent at least one
Business Day before the date of any Eurocurrency Revolving Borrowing for which a
Notice of Revolving Borrowing has previously been given that it elects not to
borrow on such date, then such Revolving Borrowing shall be made as a Base Rate
Borrowing.

                  SECTION 2.18. ILLEGALITY. If any Change in Law shall make it
unlawful or impossible for any Lender to make, maintain or fund any Eurocurrency
Loan and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall promptly give notice thereof to the Borrower and the
other Lenders, whereupon until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such suspension no longer
exist, the obligation of such Lender to make Eurocurrency Revolving Loans or to
continue or convert outstanding Loans as or into Eurocurrency Loans shall be
suspended. In the case of the making of a Eurocurrency Revolving Borrowing, such
Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same
Revolving Borrowing for the same Interest Period and if the affected
Eurocurrency Loan is then outstanding, such Loan shall be converted to a Base
Rate Loan either (i) on the last day of the then current Interest Period
applicable to such Eurocurrency Loan if such Lender may lawfully continue to
maintain such Loan to such date or (ii) immediately if such Lender shall
determine that it may not lawfully continue to maintain such Eurocurrency Loan
to such date. In the case of the making of a Eurocurrency Revolving Borrowing
denominated in a Foreign Currency, such Lender's Revolving Loan shall be made as
a Base Rate Loan as part of the same Revolving Borrowing for the same Interest
Period and if the affected Loan is then outstanding, such Loan shall be
exchanged for the Dollar Equivalent thereof and converted to a Base Rate Loan
either (i) on the last day of the then current Interest Period applicable to
such Loan if such Lender may lawfully continue to maintain such Loan to such
date or (ii) immediately if such Lender shall determine that it may not lawfully
continue to maintain such Loan to such date. Notwithstanding the foregoing, the
affected Lender shall, prior to giving such notice to the Administrative Agent,
designate a different Applicable Lending Office if such designation would avoid
the need for giving such notice and if such designation would not otherwise be
disadvantageous to such Lender in the good faith exercise of its discretion.

                  SECTION 2.19. INCREASED COSTS.

                  If any Change in Law shall:

                                       36



                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement that is not otherwise included
         in the determination of the Adjusted LIBOR hereunder against assets of,
         deposits with or for the account of, or credit extended by, any Lender
         (except any such reserve requirement reflected in the Adjusted LIBOR )
         or the Issuing Bank; OR

                  (ii)     impose on any Lender or on the Issuing Bank or the
         eurocurrency interbank market any other condition affecting this
         Agreement or any Eurocurrency Loans made by such Lender or any Letter
         of Credit or any participation therein;

and the result of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining a Eurocurrency Loan or to
increase the cost to such Lender or the Issuing Bank of participating in or
issuing any Letter of Credit or to reduce the amount received or receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or any
other amount), then the Borrower shall promptly pay, upon written notice from
and demand by such Lender on the Borrower (with a copy of such notice and demand
to the Administrative Agent), to the Administrative Agent for the account of
such Lender, within five Business Days after the date of such notice and demand,
additional amount or amounts sufficient to compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

                  (b)      If any Lender or the Issuing Bank shall have
determined that on or after the date of this Agreement any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the Issuing Bank's capital (or on the capital of
such Lender's or the Issuing Bank's parent corporation) as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's parent corporation could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies or the policies
of such Lender's or the Issuing Bank's parent corporation with respect to
capital adequacy) then, from time to time, within five (5) Business Days after
receipt by the Borrower of written demand by such Lender (with a copy thereof to
the Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender or the Issuing Bank or such Lender's or
the Issuing Bank's parent corporation for any such reduction suffered.

                  (c)      If and so long as any Lender is required to make
special deposits with the Bank of England, to maintain reserve asset ratios or
to pay fees, in each case in respect of such Lender's Eurocurrency Loans
denominated in any Foreign Currency, such Lender may require the Borrower to
pay, contemporaneously with each payment of interest on each of such Loans,
additional interest on such Loan at a rate per annum equal to the Mandatory
Costs Rate calculated in accordance with the formula and in the manner set forth
in Exhibit 2.19 hereto.

                  (d)      If and so long as any Lender is required to comply
with reserve assets, liquidity, cash margin or other requirements of any
monetary or other authority (including any such requirement imposed by the
European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Statutory Reserve Rate or the Mandatory Costs
Rate) in respect of any of such Lender's Eurocurrency Loans denominated in a
Foreign Currency, such

                                       37



Lender may require the Borrower to pay, contemporaneously with each payment of
interest on each of such Loans subject to such requirements, additional interest
on such Loan at a rate per annum specified by such Lender to be the cost to such
Lender of complying with such requirement in relation to such Loan.

                  (e)      A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's parent corporation, as the case may
be, specified in paragraph (a), (b), (c) or (d) of this Section shall be
delivered to the Borrower (with a copy to the Administrative Agent) and shall be
conclusive, absent manifest error.

                  (f)      Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; provided, that the Borrower shall not be required to compensate a
Lender or the Issuing Bank under this Section for any increased costs or
reductions incurred more than 120 days prior to the date that such Lender or the
Issuing Bank notifies the Borrower of such increased costs or reductions and of
such Lender's or the Issuing Bank's intention to claim compensation therefor.

                  SECTION 2.20. FUNDING INDEMNITY. In the event of (a) the
payment of any principal of a Eurocurrency Loan or a Competitive Bid Fixed Rate
Loan other than on the last day of the Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion or
continuation of a Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure by the Borrower to borrow, prepay,
convert or continue any Eurocurrency Loan on the date specified in any
applicable notice (regardless of whether such notice is withdrawn or revoked),
or (d) the failure by the Borrower to borrow any Competitive Bid Loan after
accepting the Competitive Bid to make such Loan, then, in any such event, the
Borrower shall compensate each Lender, within five (5) Business Days after
written demand from such Lender, for any loss, cost or expense attributable to
such event. In the case of a Eurocurrency Loan, such loss, cost or expense shall
be deemed to include an amount determined by such Lender to be the excess, if
any, of (A) the amount of interest that would have accrued on the principal
amount of such Eurocurrency Loan if such event had not occurred at the Adjusted
LIBOR applicable to such Eurocurrency Loan for the period from the date of such
event to the last day of the then current Interest Period therefor (or in the
case of a failure to borrow, convert or continue, for the period that would have
been the Interest Period for such Eurocurrency Loan) over (B) the amount of
interest that would accrue on the principal amount of such Eurocurrency Loan for
the same period if the Adjusted LIBOR were set on the date such Eurocurrency
Loan was prepaid or converted or the date on which the Borrower failed to
borrow, convert or continue such Eurocurrency Loan. In the case of a Competitive
Bid Fixed Rate Loan, such compensation shall include the amount of such losses,
costs or expenses as the Lender which made such Competitive Bid Fixed Rate Loan
may reasonably incur by reason of such prepayment or failure to borrow,
including any such losses, costs or expenses incurred in obtaining, liquidating
or employing deposits from third parties. A certificate as to any additional
amount payable under this Section 2.20 submitted to the Borrower by any Lender
shall be conclusive, absent manifest error.

                                       38



                  SECTION 2.21. TAXES.

                  (a)      Any and all payments by or on account of any
obligation of the Borrower or any Designated Borrower hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided, that if the Borrower or any Designated Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, any Lender or the Issuing Bank (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower or such Designated Borrower
shall make such deductions and (iii) the Borrower or such Designated Borrower
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

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

                  (c)      The Borrower or any Designated Borrower shall
indemnify the Administrative Agent, each Lender and the Issuing Bank, within
five (5) Business Days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or the Issuing Bank, as the case may be, on or with respect to any payment by or
on account of any obligation of the Borrower or any Designated Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

                  (d)      As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower or any Designated Borrower to a
Governmental Authority, the Borrower or such Designated Borrower shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

                  (e)      Each Foreign Lender shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower as will permit all
payments under this Agreement to be made without withholding. Without limiting
the generality of the foregoing, each Foreign Lender agrees that it will deliver
to the Administrative Agent and the Borrower (or in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
(i) two (2) duly completed copies of Internal Revenue Service Form W-8ECI or
W-8BEN, or any successor form thereto, as the case may be, certifying in each
case that such Foreign Lender is entitled to receive payments made by the
Borrower or any

                                       39



Designated Borrower hereunder and under the Notes payable to it, without
deduction or withholding of any United States federal income taxes and (ii) a
duly completed Internal Revenue Service Form W-8 or W-9, or any successor form
thereto, as the case may be, to establish an exemption from United State backup
withholding tax. Each such Foreign Lender shall deliver to the Borrower and the
Administrative Agent such forms on or before the date that it becomes a party to
this Agreement (or in the case of a Participant, on or before the date such
Participant purchases the related participation). In addition, each such Lender
shall deliver such forms promptly upon the obsolescence or invalidity of any
form previously delivered by such Lender. Each such Lender shall promptly notify
the Borrower and the Administrative Agent at any time that it determines that it
is no longer in a position to provide any previously delivered certificate to
the Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose) which notice shall create in Borrower the right to
replace such Lender pursuant to Section 2.23 hereof.

                  (f)      Each Lender agrees upon the request of the Borrower
and at the Borrower's expense to complete, accurately and in a manner reasonably
satisfactory to the Borrower and the Administrative Agent, and to execute,
arrange for any required certification of, and deliver to the Borrower (with a
copy to the Administrative Agent) (or to such government or taxing authority as
the Borrower or Administrative Agent reasonably directs), any other form or
document that may be required under the laws of any jurisdiction outside the
United States to allow the Borrower or any Designated Borrower to make a payment
under this Agreement or the other Loan Documents without any deduction or
withholding for or on account of any taxes of the type described in Section 2.21
hereof or with any such deduction or withholding for or on account of such taxes
at a reduced rate, in each case so long as such Lender is (i) legally entitled
to provide such certification and deliver such form or document and (ii) such
action is consistent with its overall tax policies and is not otherwise, in the
judgment of such Lender, impractical or disadvantageous in any material respect
to such Lender.

                  (g)      Notwithstanding any provision of Section 2.21 above
to the contrary, the Borrower shall not have any obligations to pay any taxes or
to indemnify any Lender for such taxes pursuant to this Section 2.21 to the
extent that such taxes result from (i) the failure of any Bank to comply with
its obligations pursuant to Section 2.21(f) or (ii) any representation made on
Form 1001, 4224 or W-8 or successor applicable form or certification by any
Lender incurring such taxes proving to have been incorrect, false or misleading
in any material respect when so made or deemed to be made or (iii) such Lender
changing its Applicable Lending Office to a jurisdiction in which such taxes
arise, except to the extent in the judgment of such Lender such change was
required by the terms of this Agreement.

                  (h)      To the extent that the payment of any Lender's
Indemnified Taxes or Other Taxes by the Borrower hereunder gives rise from time
to time to a Tax Benefit to such lender in any jurisdiction other than the
jurisdiction which imposed such Indemnified Taxes or Other Taxes, such Lender
shall pay to the Borrower the amount of each such Tax Benefit so recognized or
received. The amount of each Tax Benefit and, therefore, payment to the Borrower
will be determined from time to time by the relevant Lender in its sole
discretion, which determination shall be binding and conclusive on all parties
hereto. Each such payment will be due and payable by such Lender to the Borrower
within a reasonable time after the filing of the tax return in which such Tax
Benefit is

                                       40



recognized or, in the case of any tax refund, after the refund is received;
provided, however, if at any time thereafter such Lender is required to rescind
such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the
Borrower shall promptly, after notice thereof from such Lender, repay to such
Lender the amount of such Tax Benefit previously paid to such Lender and which
has been rescinded, disallowed or nullified. For purposes hereof, the term "Tax
Benefit" shall mean the amount by which any Lender's income tax liability for
the taxable period in question is reduced below what would have been payable had
the Borrower not been required to pay such Lender's taxes hereunder.

                  SECTION 2.22. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING
OF SET-OFFS.

                  (a)      The Borrower or any Designated Borrower shall make
each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.19, 2.20 or 2.21, or otherwise) (i) prior to 12:00 noon, in the case
of payments in Dollars, and (ii) no later than the close of business (at the
bank where the applicable Foreign Currency Payment Account is maintained) in the
case of payments in a Foreign Currency, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at the Payment Office or at the applicable Foreign Currency
Payment Account, as the case may be, except payments to be made directly to the
Issuing Bank or Swingline Lender as expressly provided herein and except that
payments pursuant to Sections 2.19, 2.20 and 2.21 and 10.3 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be made payable for the period
of such extension. All payments hereunder shall be made in Dollars; provided,
however, that all payments of principal and interest with respect to
Eurocurrency Loans denominated in a Foreign Currency shall be made in the
Foreign Currency in which the related Loan was made. If the Borrower or any
Designated Borrower is unable for any reason to effect payment in a Foreign
Currency as required by this Agreement or if the Borrower or any Designated
Borrower shall default on a Eurocurrency Loan denominated in a Foreign Currency,
each Lender may, through the Administrative Agent, require such payment to be
made in Dollars in the Dollar Equivalent amount of such payment. In the case in
which the Borrower or any Designated Borrower shall make such payment in
Dollars, the Borrower or such Designated Borrower agrees to hold such Lender
harmless from any loss incurred by such Lender arising from any change in the
value of Dollars in relation to such Foreign Currency between the date such
payment became due and the date of payment thereof.

                  (b)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and

                                       41



unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

                  (c)      If any Lender shall, by exercising any right of
set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Revolving Loans or participations in LC
Disbursements or Swingline Loans that would result in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements and Swingline Loans;
provided, that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements or Swingline Loans to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

                  (d)      Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount or amounts due. In such event,
if the Borrower has not in fact made such payment, then each of the Lenders or
the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e)      If any Lender shall fail to make any payment required
to be made by it pursuant to Section 2.5(b), 2.24(c) or (d), 2.8(b), 2.22(d) or
10.3(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                                       42


                  SECTION 2.23. MITIGATION OF OBLIGATIONS; REPLACEMENT OF
LENDERS.

                  (a)      If any Lender requests compensation under Section
2.19, or if the Borrower or any Designated Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.21, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the sole judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable under
Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower and any Designated
Borrower hereby agrees to pay all costs and expenses incurred by any Lender in
connection with such designation or assignment.

                  (b)      If any Lender requests compensation under Section
2.19, or if the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority of the account of any Lender pursuant to Section
2.21, or any Lender is unable to make Eurocurrency Loans for the reasons set
forth in Section 2.18 or because it is unwilling to accept a proposed Designated
Borrower because it is unwilling or unable to obtain additional licenses or
franchises to enable it to make such requested Loan or if any Lender defaults in
its obligation to fund Loans hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions set forth in Section 10.4(b) all its interests,
rights and obligations under this Agreement (other than any outstanding
Competitive Bid Loans held by such Lender) to an assignee that shall assume such
obligations (which assignee may be another Lender); provided, that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal amount of
all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (in the case of such outstanding principal and accrued
interest) and from the Borrower (in the case of all other amounts) and (iii) in
the case of a claim for compensation under Section 2.19 or payments required to
be made pursuant to Section 2.21, such assignment will result in a reduction in
such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if , prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

                  SECTION 2.24. LETTERS OF CREDIT.

                  (a)      During the Availability Period, the Issuing Bank, in
reliance upon the agreements of the other Lenders pursuant to Section 2.24(d),
agrees to issue, at the request of the Borrower, Letters of Credit for the
account of the Borrower on the terms and conditions hereinafter set forth;
provided, that (i) each Letter of Credit shall be a standby letter of credit
which shall expire on the earlier of (A) the date one year after the date of
issuance of such Letter of Credit (or in the case of any renewal or extension
thereof, one year after such renewal or extension) and (B) the date that is five
(5) Business Days prior to the Commitment Termination Date; (ii) each Letter of
Credit

                                       43


shall be in a stated amount of at least $500,000; and (iii) the Borrower may not
request any Letter of Credit, if, after giving effect to such issuance (A) the
aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC
Exposure, plus the aggregate outstanding Revolving Loans of all Lenders, plus
the outstanding Swingline Loans, plus the outstanding Competitive Bid Loans
would exceed the Aggregate Revolving Commitments. Upon the issuance of each
Letter of Credit each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank without recourse a
participation in such Letter of Credit equal to such Lender's Pro Rata Share of
the aggregate amount available to be drawn under such Letter of Credit. Each
issuance of a Letter of Credit shall be deemed to utilize the Revolving
Commitment of each Lender by an amount equal to the amount of such
participation.

                  (b)      To request the issuance of a Letter of Credit (or any
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall give the Issuing Bank and the Administrative Agent irrevocable
written notice at least three (3) Business Days prior to the requested date of
such issuance specifying the date (which shall be a Business Day) such Letter of
Credit is to be issued (or amended, extended or renewed, as the case may be),
the expiration date of such Letter of Credit, the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. In addition to the satisfaction of the conditions in Article III, the
issuance of such Letter of Credit (or any amendment which increases the amount
of such Letter of Credit) will be subject to the further conditions that such
Letter of Credit shall be in such form and contain such terms as the Issuing
Bank shall approve and that the Borrower shall have executed and delivered any
additional applications, agreements and instruments relating to such Letter of
Credit as the Issuing Bank shall reasonably require; provided, that in the event
of any conflict between such applications, agreements or instruments and this
Agreement, the terms of this Agreement shall control.

                  (c)      At least two Business Days prior to the issuance of
any Letter of Credit, the Issuing Bank will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received
such notice and if not, the Issuing Bank will provide the Administrative Agent
with a copy thereof. Unless the Issuing Bank has received notice from the
Administrative Agent on or before the Business Day immediately preceding the
date the Issuing Bank is to issue the requested Letter of Credit (1) directing
the Issuing Bank not to issue the Letter of Credit because such issuance is not
then permitted hereunder because of the limitations set forth in Section 2.24(a)
or that one or more conditions specified in Article III are not then satisfied,
then, subject to the terms and conditions hereof, the Issuing Bank shall, on the
requested date, issue such Letter of Credit in accordance with the Issuing
Bank's usual and customary business practices.

                  (d)      The Issuing Bank shall examine all documents
purporting to represent a demand for payment under a Letter of Credit promptly
following its receipt thereof. The Issuing Bank shall notify the Borrower and
the Administrative Agent of such demand for payment and whether the Issuing Bank
has made or will make a LC Disbursement thereunder; provided, that any failure
to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in
respect of such drawing, without presentment, demand or

                                       44


other formalities of any kind. Unless the Borrower shall have notified the
Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business
Day immediately prior to the date on which such drawing is honored that the
Borrower intends to reimburse the Issuing Bank for the amount of such drawing in
funds other than from the proceeds of Revolving Loans, the Borrower shall be
deemed to have timely given a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the
date on which such drawing is honored in an exact amount due to the Issuing
Bank; provided, that for purposes solely of such Borrowing, the conditions
precedents set forth in Section 3.2 hereof shall not be applicable. The
Administrative Agent shall notify the Lenders of such Borrowing in accordance
with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan
included in such Borrowing available to the Administrative Agent for the account
of the Issuing Bank in accordance with Section 2.8. The proceeds of such
Borrowing shall be applied directly by the Administrative Agent to reimburse the
Issuing Bank for such LC Disbursement.

                  (e)      If for any reason a Base Rate Borrowing may not be
(as determined in the sole discretion of the Administrative Agent), or is not,
made in accordance with the foregoing provisions, then each Lender (other than
the Issuing Bank) shall be obligated to fund the participation that such Lender
purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should
have occurred. Each Lender's obligation to fund its participation shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have against the Issuing
Bank or any other Person for any reason whatsoever, (ii) the existence of a
Default or an Event of Default or the termination of the Aggregate Revolving
Commitments, (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by
the Borrower or any other Lender, (v) any amendment, renewal or extension of any
Letter of Credit or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. On the date that such
participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank. Whenever, at any time
after the Issuing Bank has received from any such Lender the funds for its
participation in a LC Disbursement, the Issuing Bank (or the Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative
Agent or the Issuing Bank, as the case may be, will distribute to such Lender
its Pro Rata Share of such payment; provided, that if such payment is required
to be returned for any reason to the Borrower or to a trustee, receiver,
liquidator, custodian or similar official in any bankruptcy proceeding, such
Lender will return to the Administrative Agent or the Issuing Bank any portion
thereof previously distributed by the Administrative Agent or the Issuing Bank
to it.

                  (f)      To the extent that any Lender shall fail to pay any
amount required to be paid pursuant to paragraph (d) of this Section 2.24 on the
due date therefor, such Lender shall pay interest to the Issuing Bank (through
the Administrative Agent) on such amount from such due date to the date such
payment is made at a rate per annum equal to the Federal Funds Rate; provided,
that if such Lender shall fail to make such payment to the Issuing Bank within
three (3) Business Days of such due date, then, retroactively to the due date,
such Lender shall be obligated to pay interest on such amount at the Default
Rate.

                                       45


                  (g)      If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid interest thereon; provided, that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall
be held by the Administrative Agent as collateral in an interest bearing account
(which account shall be chosen in the sole discretion of the Administrative
Agent and at the Borrower's risk and expense) for the payment and performance of
the obligations of the Borrower under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Interest and profits on such investments shall
accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it had not been reimbursed and to the extent not so applied, shall be held
for the satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated,
with the consent of the Required Lenders, be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not so applied as aforesaid)
shall be returned to the Borrower within three (3) Business Days after all
Events of Default have been cured or waived.

                  (h)      Promptly following the end of each fiscal quarter,
the Issuing Bank shall deliver (through the Administrative Agent) to each Lender
and the Borrower a report describing the aggregate Letters of Credit outstanding
at the end of such fiscal quarter. Upon the request of any Lender from time to
time, the Issuing Bank shall deliver to such Lender any other information
reasonably requested by such Lender with respect to each Letter of Credit then
outstanding.

                  (i)      The Borrower's obligation to reimburse LC
Disbursements hereunder shall be absolute, unconditional and irrevocable and
shall be performed strictly in accordance with the terms of this Agreement under
all circumstances whatsoever and irrespective of any of the following
circumstances:

                           (i)      Any lack of validity or enforceability of
         any Letter of Credit or this Agreement;

                           (ii)     The existence of any claim, set-off, defense
         or other right which the Borrower or any Subsidiary or Affiliate of the
         Borrower may have at any time against a beneficiary or any transferee
         of any Letter of Credit (or any Persons or entities for whom any such
         beneficiary or transferee may be acting), any Lender (including the
         Issuing Bank) or any other Person, whether in connection with this
         Agreement or the Letter of Credit or any document related hereto or
         thereto or any unrelated transaction;

                                       46


                           (iii)    Any draft or other document presented under
         a Letter of Credit proving to be forged, fraudulent or invalid in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

                           (iv)     Payment by the Issuing Bank under a Letter
         of Credit against presentation of a draft or other document to the
         Issuing Bank that does not comply with the terms of such Letter of
         Credit;

                           (v)      Any other event or circumstance whatsoever,
         whether or not similar to any of the foregoing, that might, but for the
         provisions of this Section, constitute a legal or equitable discharge
         of, or provide a right of setoff against, the Borrower's obligations
         hereunder; or

                           (vi)     The existence of a Default or an Event of
         Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the foregoing shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that nothing in this Agreement, any Letter of Credit or any other Loan
Document shall be construed to excuse the Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's failure to exercise care when determining whether drafts or
other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree, that in the absence of gross
negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a
Letter of Credit is issued and subject to applicable laws, performance under
Letters of Credit by the Issuing Bank, its correspondents, and the beneficiaries
thereof will be governed by the rules of the "International Standby Practices
1998" (ISP98) (or such later revision as may be published by the Institute of
International Banking Law & Practice on any date any Letter of Credit may be
issued) and to the extent not inconsistent therewith, the governing law of this
Agreement set forth in Section 10.5.

                                       47


                  SECTION 2.25 ADDITION AND RELEASE OF DESIGNATED BORROWERS. Any
of the Borrower's Wholly-Owned Subsidiaries, which are Consolidated Subsidiaries
and otherwise reasonably acceptable to the Administrative Agent and their
respective successors and permitted assigns (whether existing on the Funding
Date or acquired or created thereafter) (individually, a "Designated Borrower"
and collectively, the "Designated Borrowers") may elect to become a Designated
Borrower hereunder at any time after delivering ten (10) Business Days' prior
written notice thereof to the Administrative Agent and the Lenders and by
executing and delivering to the Administrative Agent (which is accepted by the
Administrative Agent) for delivery to each of the Lenders (i) an original
Designated Borrower Acknowledgment and Agreement in the form of Exhibit G,
thereby becoming a party to this Agreement, (ii) the other items described in
such Acknowledgment and Agreement, including, without limitation, the Notes
described therein and (iii) an opinion letter of counsel acceptable to the
Administrative Agent dated as of the date of such Acknowledgment and Agreement
which cover substantially the opinions set forth in the forms of opinion
attached as Exhibit F-1 and Exhibit F-2 and covering such additional matters
relating to the transactions contemplated hereby as the Administrative Agent or
any Lender may reasonably request, including, without limitation, with respect
to Borrowers located in jurisdictions outside of the State of Georgia, opinions
regarding the Designated Borrowers comparable to those delivered on the Funding
Date and confirming that the provisions of Section 10.5 are enforceable against
such Designated Borrower under the laws applicable to such jurisdiction. Any
Designated Borrower may elect to be released as a Designated Borrower hereunder
at any time upon (i) payment in full of all Loans outstanding to such Borrower
in immediately available funds (including any amounts owed in connection
therewith under Sections 2.19, 2.20 and 2.21 and (ii) execution and delivery by
such Designated Borrower to the Administrative Agent of an original Designated
Borrower Notice of Withdrawal in the form of Exhibit H. Borrower hereby
acknowledges that, among other things, the Administrative Agent may refuse to
approve any proposed Designated Borrower if the proposed Designated Borrower is
incorporated in a foreign jurisdiction and as a result thereof the making of any
Loan to such Designated Borrower would require the Administrative Agent or any
Lender to obtain additional licenses or franchises which such Person does not
possess at the time of the requested Loan.

                  SECTION 2.26. INCREASE IN COMMITMENTS.

                  At any time during the period immediately following the
Funding Date to (but excluding) the Commitment Termination Date, the Borrower
shall have the right from time to time to notify the Administrative Agent of the
Borrower's intention to increase the aggregate amount of the Revolving
Commitments to an amount up to, but not exceeding, $300,000,000 by providing
written notice to the Administrative Agent at least 30 days prior to the
proposed effective date of such increase, which notice shall be irrevocable once
given. Each increase in the aggregate amount of the Revolving Commitments
effectuated hereby shall be in a minimum amount equal to the lesser of (i)
$25,000,000 or (ii) $300,000,000 minus the aggregate amount of Revolving
Commitments existing immediately prior to the time of the proposed increase. The
Administrative Agent shall promptly notify each Lender of any such intended
increase. No Lender shall be obligated in any way whatsoever to increase its
Revolving Commitment. If a new Lender becomes a party to this Agreement, or if
any existing Lender agrees to increase its Revolving Commitment, such Lender
shall on the date it becomes a Lender hereunder (or in the case of an existing
Lender, increases its

                                       48


Revolving Commitment) (and as a condition thereto) purchase from the other
Lenders its Pro Rata Share (determined with respect to the Lenders' relative
Revolving Commitments and after giving effect to the increase of Revolving
Commitments) of any outstanding Revolving Loans, by making available to the
Administrative Agent for the account of such other Lenders, in same day funds,
an amount equal to the sum of (A) the portion of the outstanding principal
amount of such Revolving Loans to be purchased by such Lender plus (B) interest
accrued and unpaid to and as of such date on such portion of the outstanding
principal amount of such Revolving Loans. The Borrower shall pay to the Lenders
amounts payable, if any, to such Lenders under Section 2.20 as a result of the
prepayment of any such Revolving Loans. An increase of the aggregate amount of
the Revolving Commitments may not be effected under this Section if (x) a
Default or Event of Default shall be in existence on the effective date of such
increase (provided, however, that if any Default subsequently ceases to exist,
the increase will be effected 10 days after such Default ceases to exist) or (y)
any representation or warranty made or deemed made by the Borrower in any Loan
Document to which the Borrower is a party is not (or would not be) true or
correct on the effective date of such increase except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and accurate
on and as of such earlier date) and except for changes in factual circumstances
specifically and expressly permitted hereunder. In connection with an increase
in the aggregate amount of the Revolving Commitments pursuant to this Section
2.26 (a) any Lender becoming a party hereto shall execute such documents and
agreements as the Administrative Agent may reasonably request and (b) the
Borrower shall make appropriate arrangements so that each new Lender, and any
existing Lender increasing its Commitment, receives a new or replacement Note,
as appropriate, in the amount of such Lender's Revolving Commitment at the time
of the effectiveness of the increase in the aggregate amount of Revolving
Commitments.

                  The Borrower understands that this Section has been included
in this Agreement for the Borrower's convenience to facilitate an increase in
the Revolving Commitments and acknowledges that none of the Lenders (nor the
Administrative Agent) has promised (either expressly or impliedly), nor has any
obligation or commitment whatsoever, to increase the Revolving Commitments at
any time.

                                   ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

                  SECTION 3.1. CONDITIONS TO EFFECTIVENESS. The obligations of
the Lenders (including the Swingline Lender) to make Loans and the obligation of
the Issuing Bank to issue any Letter of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 10.2).

                  (a)      On the Funding Date, the Administrative Agent shall
have received all fees and other amounts due and payable (other than those
previously paid on or prior to the Execution Date), including reimbursement or
payment of all out-of-pocket expenses (including reasonable fees,

                                       49


charges and disbursements of counsel to the Administrative Agent) required to be
reimbursed or paid by the Borrower hereunder, under any other Loan Document and
under any agreement with the Administrative Agent or SunTrust Capital Markets,
Inc., as Arranger.

                  (b)      The Administrative Agent (or its counsel) shall have
received the following:

                           (i)      on or prior to the Execution Date, a
         counterpart of this Agreement signed by or on behalf of each party
         thereto or written evidence satisfactory to the Administrative Agent
         (which may include telecopy transmission of a signed signature page of
         this Agreement) that such party has signed a counterpart of this
         Agreement;

                           (ii)     on or prior to the Funding Date, duly
         executed Notes payable to such Lender;

                           (iii)    on or prior to the Execution Date, a
         certificate of the Secretary or Assistant Secretary of the Borrower,
         attaching and certifying copies of its bylaws and of the resolutions of
         its boards of directors, authorizing the execution, delivery and
         performance of the Loan Documents to which it is a party and certifying
         the name, title and true signature of each officer of the Borrower
         executing the Loan Documents to which it is a party;

                           (iv)     on or prior to the Execution Date, certified
         copies of the articles of incorporation or other charter documents of
         the Borrower, together with certificates of good standing or existence,
         as may be available from the Secretary of State of the jurisdiction of
         incorporation of the Borrower and the jurisdiction where the Borrower
         has its principal place of business;

                           (v)      on or prior to the Execution Date, a
         favorable written opinion of Nelson, Mullins, Riley & Scarborough,
         L.L.P., counsel to the Borrower, addressed to the Administrative Agent
         and each of the Lenders, substantially in the form attached hereto as
         Exhibit F-1 hereof, and a favorable written opinion of the general
         counsel of the Borrower addressed to the Administrative Agent and each
         of the Lenders, substantially in the form attached hereto as Exhibit
         F-2;

                           (vi)     on or prior to the Execution Date, a
         termination letter in form and substance satisfactory to the
         Administrative Agent evidencing, among other things, that the existing
         Amended and Restated Revolving Credit Agreement dated as of July 6,
         2001 will terminate upon the payment in full of all outstanding
         obligations thereunder (other than contingent obligations which
         expressly survive termination of such agreement) and the satisfaction
         of all other conditions to the Funding Date set forth herein;

                           (vii)    on the Funding Date, a certificate, dated
         the Funding Date and signed by a Responsible Officer of the Borrower,
         confirming, among other things, compliance with the conditions of
         Section 3.1 and compliance with the conditions set forth in paragraphs
         (a), (b) and (c) of Section 3.2;

                                       50


                           (viii)   on or prior to the Funding Date, duly
         executed Notices of Borrowing, if applicable;

                           (ix)     on or prior to the Funding Date, delivery of
         certified copies of all consents, approvals, authorizations,
         registrations, or filings required to be made or obtained by the
         Borrower in connection with the Loan Documents, and the other
         transactions contemplated herein;

                           (x)      on or prior to the Funding Date, delivery of
         a certified copy of the Indenture and evidence satisfactory to the
         Administrative Agent that at least $200,000,000 in gross amount of
         Indebtedness has been (or is contemporaneously being) issued by
         Borrower pursuant to such Indenture, the net proceeds of which have
         been (or are contemporaneously being) delivered to Borrower; and

                           (xi)     Administrative Agent shall have received
         such other documents, certificates or information with respect to the
         Borrower as it or the Required Lenders may reasonably request.

                  (c)      No actions, suits or other legal proceedings shall be
pending or, to the knowledge of the Borrower, threatened, against or affecting
the Borrower or any of its Consolidated Subsidiaries (i) which singly, or in the
aggregate, could be reasonably expected to have a Material Adverse Effect or
(ii) which seek to enjoin or restrain the consummation of the Loan Documents or
the Indenture.

                  (d)      Since December 31, 2002, there shall have occurred no
events, acts, conditions or occurrences of whatever nature, singly or in the
aggregate, that have had, or are reasonably expected to have, a Material Adverse
Effect.

                  (e)      The Borrower shall have a Senior Debt Rating of at
least Baa2 issued by Moody's.

                  SECTION 3.2. EACH CREDIT EVENT. The obligation of each Lender
to make a Loan on the occasion of any Borrowing and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit is subject to the
satisfaction of the following conditions:

                  (a)      at the time of and immediately after giving effect to
such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default or Event of Default shall exist; and

                  (b)      all representations and warranties of the Borrower
set forth in the Loan Documents shall be true and correct in all material
respects on and as of the date of such Borrowing or the date of issuance,
amendment, extension or renewal of such Letter of Credit, in each case before
and after giving effect thereto (except for such representations and warranties
that expressly relate to a prior date, in which case such representations and
warranties shall be true and correct in all material respects on and as of such
earlier date); and

                                       51


                  (c)      since the date of the most recent financial
statements of the Borrower described in Section 5.1(a), there shall have been no
change which has had or could reasonably be expected to have a Material Adverse
Effect.

                  Each Borrowing and each issuance, amendment, extension or
renewal of any Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a), (b) and (c) of this Section 3.2.

                  SECTION 3.3. DELIVERY OF DOCUMENTS. All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

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

                  SECTION 4.1. EXISTENCE; POWER. The Borrower and each of its
Consolidated Subsidiaries (i) is duly organized, validly existing and in good
standing as a corporation, limited liability company or limited partnership, as
the case may be, under the laws of the jurisdiction of its organization, (ii)
has all requisite power and authority to carry on its business as now conducted,
and (iii) is duly qualified to do business, and is in good standing, in each
jurisdiction where such qualification is required, except where a failure to be
so qualified could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION. The
execution, delivery and performance by the Borrower of the Loan Documents to
which it is a party are within the Borrower's organizational powers and have
been duly authorized by all necessary organizational, and if required,
stockholder, action. This Agreement has been duly executed and delivered by the
Borrower, and constitutes, and each other Loan Document to which the Borrower is
a party, when executed and delivered by the Borrower, will constitute, valid and
binding obligations of the Borrower, enforceable against it in accordance with
their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

                  SECTION 4.3. GOVERNMENTAL APPROVALS; NO CONFLICTS. The
execution, delivery and performance by the Borrower of this Agreement and the
other Loan Documents to which it is a party (a) do not require any consent or
approval of, registration or filing with, or any action by, any Governmental
Authority, except those as have been obtained or made and are in full force and
effect or where the failure to do so, individually or in the aggregate, could
not reasonably be expected to

                                       52


have a Material Adverse Effect, (b) will not violate any applicable law or
regulation or any order of any Governmental Authority which could reasonably be
expected to have a Material Adverse Effect, (c) will not violate the charter,
by-laws or other organizational documents of the Borrower or any of its
Consolidated Subsidiaries, (d) will not violate or result in a default under any
indenture, material agreement or other material instrument binding on the
Borrower or any of its Consolidated Subsidiaries or any of its assets or give
rise to a right thereunder to require any payment to be made by the Borrower or
any of its Consolidated Subsidiaries and (e) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Consolidated
Subsidiaries, except Liens (if any) created under the Loan Documents.

                  SECTION 4.4. FINANCIAL STATEMENTS. The Borrower has furnished
to each Lender (i) the audited combined balance sheet of the Borrower and its
Consolidated Subsidiaries as of December 31, 2002 and the related combined
statements of income, changes in shareholders' equity and cash flows for the
fiscal year then ended prepared by Ernst & Young LLP and (ii) the unaudited
combined balance sheet of the Borrower and its Consolidated Subsidiaries as at
June 30, 2003, and the related unaudited combined statements of income and cash
flows for the fiscal quarter and year-to-date period then ending, certified by a
Responsible Officer. Such financial statements fairly present in all material
respects the combined financial condition of the Borrower and its Consolidated
Subsidiaries as of such dates and the combined results of operations for such
periods in conformity with GAAP consistently applied, subject to year end audit
adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii). Since December 31, 2002, there have been no changes with
respect to the Borrower and its Subsidiaries which have had or could reasonably
be expected to have, singly or in the aggregate, a Material Adverse Effect.

                  SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS.

                  (a)      No litigation, investigation or proceeding of or
before any arbitrators or Governmental Authorities is pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of its Consolidated Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination that could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect or (ii)
which in any manner challenges the validity or enforceability of this Agreement
or any other Loan Document.

                  (b)      Except for the matters set forth on Schedule 4.5 and
except for matters which could not reasonably be expected to have a Material
Adverse Effect, neither the Borrower nor any of its Consolidated Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability in each case.

                  SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS. Except where
non-compliance, either singly or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, the Borrower and each
Consolidated Subsidiary is in compliance with (a) all

                                       53


applicable laws, rules, regulations and orders of any Governmental Authority,
and (b) all indentures, agreements or other instruments binding upon it or its
properties,.

                  SECTION 4.7. INVESTMENT COMPANY ACT, ETC. Neither the Borrower
nor any of its Consolidated Subsidiaries is (a) an "investment company", as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended or (c)
otherwise subject to any other regulatory scheme limiting its ability to incur
debt.

                  SECTION 4.8. TAXES. The Borrower and its Consolidated
Subsidiaries have timely filed or caused to be filed all Federal income tax
returns and all other material tax returns that are required to be filed by
them, and have paid all taxes shown to be due and payable on such returns or on
any assessments made against it or its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental
Authority, except (i) to the extent the failure to do so would not have a
Material Adverse Effect or (ii) where the same are currently being contested in
good faith by appropriate proceedings and for which the Borrower or such
Consolidated Subsidiary, as the case may be, has set aside on its books adequate
reserves.

                  SECTION 4.9. MARGIN REGULATIONS. None of the proceeds of any
of the Loans or Letters of Credit will be used for "purchasing" or "carrying"
any "margin stock" with the respective meanings of each of such terms under
Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the applicable Margin Regulations.

                  SECTION 4.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $5,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $5,000,000 the fair market value of
the assets of all such underfunded Plans.

                  SECTION 4.11. OWNERSHIP OF PROPERTY.

                  (a)      Each of the Borrower and its Consolidated
Subsidiaries has good title to, or valid leasehold interests in, all of its real
and personal property material to the operation of its business, except for any
such failure that, individually or in the aggregate, would not have a Material
Adverse Effect.

                  (b)      Each of the Borrower and its Consolidated
Subsidiaries owns, or is licensed, or otherwise has the right, to use, all
patents, trademarks, service marks, tradenames, copyrights and other
intellectual property material to its business, and the use thereof by the
Borrower and its

                                       54


Consolidated Subsidiaries does not infringe on the rights of any other Person,
except for any such infringements that, individually or in the aggregate, would
not have a Material Adverse Effect.

                  SECTION 4.12. DISCLOSURE. The Borrower has disclosed to the
Lenders all agreements, instruments, and corporate or other restrictions to
which the Borrower or any of its Consolidated Subsidiaries is subject, and all
other matters known to any of them, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. No reports
(including without limitation all reports that the Borrower is required to file
with the Securities and Exchange Commission), financial statements, certificates
or other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation or
syndication of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by any other information so
furnished) contain any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, taken as a whole, in
light of the circumstances under which they were made, not misleading.

                  SECTION 4.13. LABOR RELATIONS. There are no strikes, lockouts
or other material labor disputes or grievances against the Borrower or any of
its Consolidated Subsidiaries, or, to the Borrower's knowledge, threatened
against or affecting the Borrower or any of its Consolidated Subsidiaries, and
no significant unfair labor practice, charges or grievances are pending against
the Borrower or any of its Consolidated Subsidiaries, or to the Borrower's
knowledge, threatened against any of them before any Governmental Authority that
could reasonably be expected to have a Material Adverse Effect.

                  SECTION 4.14. SUBSIDIARIES. As of the Funding Date, Schedule
4.14 sets forth the name of, the ownership interest of the Borrower in, the
jurisdiction of incorporation of, and the type of, each Subsidiary.

                  SECTION 4.15. INDEBTEDNESS AT FUNDING DATE. As of the Funding
Date, the Borrower and its Consolidated Subsidiaries have no Indebtedness except
as set forth on Schedule 4.15.

                  SECTION 4.16. INVESTMENTS. As of July 31, 2003, the Borrower
and its Consolidated Subsidiaries have no Investments which individually exceed
$1,000,000 or in the aggregate exceed $10,000,000, except as set forth on
Schedule 4.16.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  The Borrower covenants and agrees that, from and after the
Funding Date, so long as any Lender has a Commitment hereunder or the principal
of and interest on any Loan or any fee or any LC Disbursement remains unpaid or
any Letter of Credit remains outstanding:

                                       55


                  SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Borrower will deliver to the Administrative Agent (who, in turn, shall promptly
deliver to the Lenders):

                  (a)      as soon as available and in any event within 90 days
after the end of each fiscal year of Borrower, a copy of the annual audited
report for such fiscal year for the Borrower and its Subsidiaries, containing a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income,
stockholders' equity and cash flows (together with all footnotes thereto) of the
Borrower and its Subsidiaries for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail and reported on by Ernst & Young LLP or other independent public
accountants of nationally recognized standing (without a "going concern" or like
qualification, exception or explanation and without any qualification or
exception as to scope of such audit) to the effect that such financial
statements present fairly in all material respects the financial condition and
the results of operations of the Borrower and its Subsidiaries for such fiscal
year on a consolidated basis in accordance with GAAP and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards;

                  (b)      as soon as available and in any event within 45 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Borrower, an unaudited consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such fiscal quarter and the related unaudited
consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal
year, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of Borrower's previous
fiscal year, all certified by the chief financial officer or treasurer of the
Borrower as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP, subject to normal year-end audit adjustments and
the absence of footnotes;

                  (c)      concurrently with the delivery of the financial
statements referred to in clauses (a) and (b) above, a certificate of a
Responsible Officer, (i) certifying as to whether there exists a Default or
Event of Default on the date of such certificate, and if a Default or an Event
of Default then exists, specifying the details thereof and the action which the
Borrower has taken or proposes to take with respect thereto, (ii) setting forth
in reasonable detail calculations demonstrating compliance with Article VI and
(iii) stating whether any change in GAAP or the application thereof has occurred
since the date of the Borrower's audited financial statements referred to in
Section 4.4 and, if any change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;

                  (d)      concurrently with the delivery of the financial
statements referred to in clause (a) above, a certificate of the accounting firm
that reported on such financial statements stating whether they obtained any
knowledge during the course of their examination of such financial statements of
any Default or Event of Default (which certificate may be limited to the extent
required by accounting rules or guidelines);

                                       56


                  (e)      promptly after the same become publicly available,
copies of all periodic and other reports, proxy statements and other materials
filed with the Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all functions of said Commission, or with any national
securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be; and

                  (f)      promptly following any request therefor, such other
information regarding the results of operations, business affairs and financial
condition of the Borrower or any Subsidiary as the Administrative Agent or any
Lender may reasonably request.

                  SECTION 5.2 NOTICES OF MATERIAL EVENTS. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

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

                  (b)      the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or, to
the knowledge of the Borrower, affecting the Borrower or any Subsidiary which,
if adversely determined, could reasonably be expected to result in a Material
Adverse Effect;

                  (c)      the occurrence of any event or any other development
(which individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect) by which the Borrower or any of its Consolidated
Subsidiaries (i) fails to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) becomes subject to any Environmental Liability, (iii)
receives notice of any claim with respect to any Environmental Liability, or
(iv) becomes aware of any basis for any Environmental Liability;

                  (d)      the occurrence of any ERISA Event that alone, or
together with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Borrower and its Consolidated
Subsidiaries in an aggregate amount exceeding $5,000,000;

                  (e)      the occurrence of any Event of Default (as such term
is defined in the Indenture) under or pursuant to the Indenture;

                  (f)      the downgrading of the Senior Debt Rating by either
of the Rating Agencies; and

                  (g)      any development that results in, or could reasonably
be expected to result in, a Material Adverse Effect.

                  Each notice delivered under this Section shall be accompanied
by a written statement of a Responsible Officer setting forth the details of the
event or development requiring such notice and, if applicable, any action taken
or proposed to be taken with respect thereto.

                                       57


                  SECTION 5.3. EXISTENCE; CONDUCT OF BUSINESS. The Borrower
will, and will cause each of its Consolidated Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and maintain in full force and
effect its legal existence and its respective rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business and will continue to engage in the same business
as presently conducted or such other businesses that are reasonably related
thereto; provided, that nothing in this Section shall prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.3.

                  SECTION 5.4. COMPLIANCE WITH LAWS, ETC. The Borrower will, and
will cause each of its Consolidated Subsidiaries to, comply with all laws,
rules, regulations and requirements of any Governmental Authority applicable to
its properties, except where the failure to do so, either individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.5. PAYMENT OF OBLIGATIONS. The Borrower will, and
will cause each of its Consolidated Subsidiaries to, pay and discharge at or
before maturity, all of its obligations and liabilities (including without
limitation all tax liabilities and claims that could result in a statutory Lien)
before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

                  SECTION 5.6. BOOKS AND RECORDS. The Borrower will, and will
cause each of its Consolidated Subsidiaries to, keep proper books of record and
account in which full, true and correct entries shall be made of all material
dealings and transactions in relation to its business and activities to the
extent necessary to prepare the consolidated financial statements of Borrower in
conformity with GAAP.

                  SECTION 5.7. VISITATION, INSPECTION, ETC. The Borrower will,
and will cause each of its Consolidated Subsidiaries to, permit any
representative of the Administrative Agent or any Lender, to visit and inspect
its properties, to examine its books and records and to make copies and take
extracts therefrom, and to discuss its affairs, finances and accounts with any
of its officers and with its independent certified public accountants, all at
such reasonable times and as often as the Administrative Agent or any Lender may
reasonably request after reasonable prior notice to the Borrower.

                  SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE. The
Borrower will, and will cause each of its Consolidated Subsidiaries to, (a) keep
and maintain all property material to the conduct of its business in good
working order and condition, subject to ordinary wear and tear, except where the
failure to do so, either individually or it the aggregate, could not reasonably
be expected to result in a Material Adverse Effect and (b) maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business, and the properties and

                                       58


business of its Consolidated Subsidiaries, against loss or damage of the kinds
customarily insured against by companies in the same or similar businesses
operating in the same or similar locations.

                  SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT. The
Borrower, and any Designated Borrower will use the proceeds of all Loans to
finance working capital needs and for other general corporate purposes of the
Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that would violate any rule or
regulation of the Board of Governors of the Federal Reserve System, including
Regulations T, U or X. All Letters of Credit will be used for general corporate
purposes.

                                   ARTICLE VI

                               FINANCIAL COVENANTS

                  The Borrower covenants and agrees that, from and after the
Funding Date, so long as any Lender has a Commitment hereunder or the principal
of or interest on or any Loan remains unpaid or any fee or any LC Disbursement
remains unpaid or any Letter of Credit remains outstanding:

                  SECTION 6.1. LEVERAGE RATIO. The Borrower will have, as of the
end of each fiscal quarter of the Borrower, commencing with the fiscal quarter
ending September 30, 2003, a Leverage Ratio of not greater than 3.00 to 1.00.

                  SECTION 6.2. FIXED CHARGE COVERAGE RATIO. The Borrower will
have, as of the end of each fiscal quarter of the Borrower, commencing with the
fiscal quarter ending September 30, 2003, a Fixed Charge Coverage Ratio of not
less than 2.50 to 1.00.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

                  The Borrower covenants and agrees that, from and after the
Funding Date, so long as any Lender has a Commitment hereunder or the principal
of or interest on any Loan remains unpaid or any fee or any LC Disbursement
remains unpaid or any Letter of Credit remains outstanding:

                  SECTION 7.1. SUBSIDIARY INDEBTEDNESS. The Borrower will not
permit any of its Consolidated Subsidiaries to, create, incur, assume or suffer
to exist any Indebtedness, except:

                  (a)      Indebtedness existing on the Funding Date and set
forth on Schedule 4.15 and extensions, renewals and replacements of any such
Indebtedness that do not (i) in the case of revolving credit, increase the
maximum principal amount thereof and (ii) in the case of term loans, increase
the outstanding principal amount thereof (immediately prior to giving effect to
such extension, renewal or replacement) or shorten the maturity or the weighted
average life thereof;

                                       59


                  (b)      Indebtedness of any Consolidated Subsidiary incurred
to finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations; provided, that such Indebtedness is
incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvements and extensions, renewals, and replacements of
any such Indebtedness that do not increase the outstanding principal amount
thereof (immediately prior to giving effect to such extension, renewal or
replacement) or shorten the maturity or the weighted average life thereof;

                  (c)      Indebtedness of any Consolidated Subsidiary owing to
the Borrower or any other Consolidated Subsidiary; provided, that any such
Indebtedness shall be subject to Section 7.4;

                  (d)      Indebtedness in respect of obligations under Hedging
Agreements permitted by Section 7.9;

                  (e)      Guarantees by any Consolidated Subsidiary of
Indebtedness of any other Consolidated Subsidiary; provided, that such
Guarantees of Indebtedness of any Consolidated Subsidiary shall be subject to
Section 7.4;

                  (f)      Indebtedness of any Permitted Securitization
Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a
Consolidated Subsidiary) incurred in connection with any Permitted
Securitization Transaction; and

                  (g)      other unsecured Indebtedness of Consolidated
Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any
time outstanding.

                  SECTION 7.2. NEGATIVE PLEDGE. The Borrower will not, and will
not permit any of its Consolidated Subsidiaries to, create, incur, assume or
suffer to exist any Lien on any of its assets or property now owned or hereafter
acquired or, except:

                  (a)      Permitted Encumbrances;

                  (b)      any Liens on any property or asset of the Borrower or
any Consolidated Subsidiary existing on the Funding Date and set forth on
Schedule 7.2; provided, that such Lien shall not apply to any other property or
asset of the Borrower or any Consolidated Subsidiary;

                  (c)      purchase money Liens upon or in any fixed or capital
assets to secure the purchase price or the cost of construction or improvement
of such fixed or capital assets or to secure Indebtedness incurred solely for
the purpose of financing the acquisition, construction or improvement of such
fixed or capital assets (including Liens securing any Capital Lease
Obligations); provided, that (i) such Lien attaches to such asset concurrently
or within 90 days after the acquisition, improvement or completion of the
construction thereof; (ii) such Lien does not extend to any other asset; and
(iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets;

                                       60


                  (d)      extensions, renewals, or replacements of any Lien
referred to in paragraphs (a) through (c) of this Section; provided, that the
principal amount of the Indebtedness secured thereby is not increased and that
any such extension, renewal or replacement is limited to the assets originally
encumbered thereby;

                  (e)      any Lien against the Borrower or any Consolidated
Subsidiary evidencing the transfer of any receivables and related property to
any Permitted Securitization Subsidiary (to the extent such Permitted
Securitization Subsidiary constitutes a Consolidated Subsidiary) pursuant to any
Permitted Securitization Transaction;

                  (f)      any Lien against a Permitted Securitization
Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a
Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction;
and

                  (g)      other Liens securing Indebtedness and other
obligations in the aggregate which do not to exceed 5% of Consolidated Total
Assets at any time.

                  SECTION 7.3. FUNDAMENTAL CHANGES.

                  (a)      The Borrower will not, and will not permit any
Consolidated Subsidiary to, merge into or consolidate into any other Person, or
permit any other Person to merge into or consolidate with it, or sell, lease,
transfer or otherwise dispose of (in a single transaction or a series of
transactions) all or substantially all of its assets (in each case, whether now
owned or hereafter acquired) or all or substantially all of the stock of any of
its Consolidated Subsidiaries (in each case, whether now owned or hereafter
acquired) or liquidate or dissolve; provided, that if at the time thereof and
immediately after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing (i) the Borrower or any Consolidated Subsidiary
may merge with a Person if the Borrower (or such Consolidated Subsidiary if the
Borrower is not a party to such merger) is the surviving Person, (ii) any
Consolidated Subsidiary may merge into another Consolidated Subsidiary, (iii)
any Consolidated Subsidiary may sell, transfer, lease or otherwise dispose of
all or substantially all of its assets to the Borrower or to a Consolidated
Subsidiary, (iv) any Consolidated Subsidiary may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the
Lenders and (v) any Consolidated Subsidiary may be sold so long as such sale is
permitted under Section 7.6; provided, that any such merger involving a Person
that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not
be permitted unless also permitted by Section 7.4; provided, further, that at
any time, (x) any one or more Permitted Securitization Subsidiaries may merge
into or consolidate with any one or more Permitted Securitization Subsidiaries
and (y) any Permitted Securitization Subsidiary may be liquidated or dissolved.

                  (b)      The Borrower will not, and will not permit any of its
Consolidated Subsidiaries to, engage to any material extent in any business
other than businesses of the type conducted by the Borrower and its Consolidated
Subsidiaries on the date hereof and businesses reasonably related thereto and to
consummate a Permitted Securitizaton Transaction.

                                       61


                  SECTION 7.4. INVESTMENTS, LOANS, ACQUISITIONS, ETC. The
Borrower will not, and will not permit any of its Consolidated Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a Wholly-Owned Subsidiary prior to such merger), any common stock,
evidence of indebtedness or other securities (including any option, warrant, or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person (all of the foregoing
being collectively called "Investments"), or consummate any Acquisitions or make
any Restricted Investments, except:

                  (a)      Permitted Investments;

                  (b)      Guarantees constituting Indebtedness not prohibited
by Section 7.1; provided, that the aggregate principal amount of Indebtedness of
Subsidiaries or any other entity that is Guaranteed by the Borrower or any other
Subsidiary shall be subject to the limitations set forth in clauses (c) and (d)
hereof;

                  (c)      Investments existing on July 31, 2003 and identified
on Schedule 4.16 hereof;

                  (d)      (i)      Investments (other than Investments in
Subsidiaries in the form of loans) made from and after July 31, 2003 by the
Borrower in any Subsidiary (domestic or foreign); provided, that the Aggregate
Net Amount (defined below) of such Investments made after July 31, 2003 by the
Borrower in or to all Subsidiaries plus (without duplication) the aggregate
amount of all Restricted Investments shall not exceed $200,000,000.

                           (ii)     Investments (including, without limitation,
those in the form of loans) made from and after July 31, 2003 by the Borrower or
any domestic Consolidated Subsidiary in any Foreign Subsidiary; provided, that
(i) the Aggregate Net Amount of such Investments made after July 31, 2003 by the
Borrower or any domestic Consolidated Subsidiary in or to all Foreign
Subsidiaries (together with, but without duplication, all Guarantees made after
July 31, 2003 by the Borrower or any domestic Consolidated Subsidiary of
Indebtedness of any Foreign Subsidiary) shall not exceed $100,000,000. To the
extent that a particular Investment is of the type contemplated by both clause
(c)(i) and clause (c)(ii) of this Section 7.4, it must comply with both such
clauses.

                           (iii)    Any Investments made by the Borrower in any
Subsidiary in the form of loans shall be permitted only if otherwise permitted
hereunder and are evidenced by an Intercompany Note. Any Investments in the form
of loans may be forgiven by the payee thereof, in whole or in part, or otherwise
converted by the payee, in whole or in part, into equity Investments so long as
(y) immediately before and immediately after giving effect to the forgiveness or
conversion of such loans, no Event of Default shall have occurred and be
continuing and (z) the Borrower shall otherwise be in compliance with the
limitations on Investments set forth in this Section 7.4 after giving effect to
such forgiveness or conversion.

                           (iv)     The term "Aggregate Net Amount" shall mean
the sum of the following with respect to each Subsidiary: (a) with respect to
equity Investments, if applicable, the

                                       62


amount of the equity Investment in such Subsidiary made after July 31, 2003
(determined at book value as of the date such Investment is made) less the
amount of any cash dividends or other cash distributions made by such Subsidiary
after July 31, 2003 to the Borrower or other Subsidiary, as applicable, in
respect of the equity interests of such Subsidiary plus (without duplication)
the amount of any loans to such Subsidiary which are forgiven or otherwise
converted into equity; (b) with respect to Investments in the form of loans, if
applicable, the principal amount advanced to such Subsidiary after July 31, 2003
less the amount of all principal payments made by such Subsidiary after July 31,
2003 in respect of such loans less (without duplication) the amount of any such
loans to such Subsidiary which are forgiven or otherwise converted into equity;
and (c) with respect to debt Investments in the form of guarantees of
Indebtedness of such Subsidiary, the face amount of the guaranties made after
July 31, 2003, less the face amount of any guaranties that expire or are
cancelled (to the extent not drawn upon) after July 31, 2003 (if any guaranty is
drawn upon, then, to the extent of such drawing, it shall be considered a debt
Investment). To the extent Investments are made in a Subsidiary through indirect
Investments through other Subsidiaries, the calculation of the Aggregate Net
Amount of such Investments shall not be done in a duplicative manner; provided,
that any Investments in Foreign Subsidiaries must at all times comply with the
limitations set forth in clause (ii) above. Notwithstanding the foregoing, to
the extent that either (i) the amount of cash dividends or other cash
distributions exceeds the amount of equity Investments otherwise made in such
Subsidiary or (ii) the principal amount of debt repaid by such Subsidiary
exceeds the principal amount advanced to such Subsidiary, then, in either case,
such excess shall not be applied to reduce the Aggregate Net Amount of
Investment related to any other Subsidiary. In calculating the Aggregate Net
Amount of Investments in any Subsidiary, there will be excluded from such
calculation (i) any amount that is contributed from the proceeds of equity
issuances of the Borrower consummated after July 31, 2003 and (ii) the
contribution to any Subsidiary of capital stock of the Borrower held in treasury
on the Execution Date or any contributions to any Subsidiary of the proceeds
from any transfer thereof by the Borrower or any Subsidiary.

                  (e)      loans or advances to employees, officers or directors
of the Borrower or any Consolidated Subsidiary in the ordinary course of
business for travel, relocation and other business related expenses;

                  (f)      Hedging Agreements permitted by Section 7.10;

                  (g)      Permitted Acquisitions; and

                  (h)      Permitted Securitization Subsidiaries.

                  SECTION 7.5. RESTRICTED PAYMENTS. The Borrower will not, and
will not permit its Consolidated Subsidiaries to, declare or make, or agree to
pay or make, directly or indirectly, any dividend on any class of its stock, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement, defeasance or other
acquisition of, any shares of common stock or Indebtedness subordinated to the
Obligations of the Borrower or any options, warrants, or other rights to
purchase such common stock or such Indebtedness, whether now or hereafter
outstanding (each, a "Restricted Payment"), except for (i) dividends payable by
the Borrower solely in shares of any class of its common stock, (ii) Restricted

                                       63


Payments made by any Consolidated Subsidiary or any Permitted Securitization
Subsidiary to the Borrower or to another Consolidated Subsidiary or, in the case
of a Permitted Securitization Subsidiary, any Consolidated Subsidiary, and (iii)
cash dividends paid on, and cash redemptions of, the common stock of the
Borrower; provided, that no Default or Event of Default has occurred and is
continuing at the time such dividend is paid or redemption is made or would be
caused thereby.

                  SECTION 7.6. SALE OF ASSETS. The Borrower will not, and will
not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign,
transfer or otherwise dispose of, any of its assets, business or property,
whether now owned or hereafter acquired, or, in the case of any Consolidated
Subsidiary, issue or sell any shares of such Consolidated Subsidiary's common
stock to any Person other than the Borrower or any Wholly-Owned Subsidiary of
the Borrower (or to qualify directors if required by applicable law), except:

                  (a)      the sale or other disposition for fair market value
of obsolete or worn out property or other property not necessary for operations
disposed of in the ordinary course of business;

                  (b)      the sale of inventory and Permitted Investments in
the ordinary course of business;

                  (c)      the sale of any receivables and related property to
one or more Permitted Securitization Subsidiaries so long as such sale is made
in connection with a Permitted Securitization Transaction; and

                  (d)      the sale or other disposition of such assets (which
may include the capital stock of any Subsidiary of the Borrower or all or
substantially all of the assets of any Subsidiary of the Borrower) in an
aggregate amount in any fiscal year of the Borrower not to exceed 10% of the
Consolidated EBIT for the immediately preceding fiscal year.

                  SECTION 7.7. TRANSACTIONS WITH AFFILIATES. The Borrower will
not, and will not permit any of its Consolidated Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (b) transactions between or among the Borrower and its
Consolidated Subsidiaries not involving any other Affiliates (subject to
limitations in Section 7.4), (c) any Restricted Payment permitted by Section
7.5, and (d) in any Permitted Securitization Transaction.

                  SECTION 7.8. RESTRICTIVE AGREEMENTS. The Borrower will not,
and will not permit any Subsidiary to, directly or indirectly, enter into, incur
or permit to exist any agreement that prohibits, restricts or imposes any
condition upon (a) the ability of the Borrower or any Consolidated Subsidiary to
create, incur or permit any Lien upon any of its assets or properties, whether
now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to its common stock, to make or
repay loans or advances to the Borrower

                                       64


or any other Consolidated Subsidiary, to Guarantee Indebtedness of the Borrower
or any other Consolidated Subsidiary or to transfer any of its property or
assets to the Borrower or any Consolidated Subsidiary of the Borrower; provided,
that (i) the foregoing shall not apply to restrictions or conditions imposed by
law or by this Agreement or any other Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Consolidated Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is sold and
such sale is permitted hereunder, (iii) clause (a) shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions and conditions
apply only to the property or assets securing such Indebtedness, (iv) clause (a)
shall not apply to customary provisions in (A) Indebtedness not prohibited by
Section 7.1 under a credit facility used by the Borrower for settlement purposes
so long as such lien restriction is limited to the Borrower's or any
Consolidated Subsidiaries' settlement receivables, any depository account which
is used for the sole purpose of clearing such settlement receivables, any
intercompany obligations which arise among the Borrower and a Consolidated
Subsidiary in connection with such settlement facility and any documents which
relate to the foregoing items in this clause (A), (B) any Synthetic Lease
transaction (not prohibited by the Loan Documents), (C) any Capital Lease
Obligations or other permitted purchase money Indebtedness so long as such
restriction is limited to the asset financed by such Capital Lease Obligations
or purchase money Indebtedness and (D) any Permitted Securitizaton Transaction
(not prohibited by the Loan Documents) involving the Borrower, any Consolidated
Subsidiary or any of their respective assets so long as such restriction is
limited to the asset relating to such Permitted Securitization Transaction, (v)
clause (b) shall not apply to any Permitted Securitization Subsidiary, and (vi)
clause (a) and clause (b) (solely as such clause (b) relates to the ability of
any Consolidated Subsidiary to Guarantee Indebtedness of the Borrower) shall not
apply to the provisions contained in the Indenture.

                  SECTION 7.9. HEDGING AGREEMENTS. The Borrower will not, and
will not permit any of the Consolidated Subsidiaries to, enter into any Hedging
Agreement, other than non-speculative Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of
its liabilities.

                  SECTION 7.10. AMENDMENT TO INDENTURE; MATERIAL DOCUMENTS. The
Borrower will not, and will not permit any Consolidated Subsidiary to, (i) amend
or modify the Indenture in any manner without the prior written consent of the
Required Lenders, or (ii) amend, modify or waive any of its rights in a manner
materially adverse to the Lenders under its certificate of incorporation, bylaws
or other organizational documents.

                  SECTION 7.11. ACCOUNTING CHANGES. The Borrower will not, and
will not permit any Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

                                       65


                  SECTION 8.1. EVENTS OF DEFAULT. If any of the following events
(each an "Event of Default") shall occur:

                  (a)      the Borrower or any Designated Borrower shall fail to
pay any principal of any Loan or of any reimbursement obligation in respect of
any LC Disbursement when and as the same shall become due and payable, whether
at the due date thereof or at a date fixed for prepayment or otherwise; or

                  (b)      the Borrower or any Designated Borrower shall fail to
pay any interest on any Loan or any fee or any other amount (other than an
amount payable under clause (a) of this Article) payable under this Agreement or
any other Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five (5) Business Days;
or

                  (c)      any representation or warranty made or deemed made by
or on behalf of the Borrower or any Consolidated Subsidiary in or in connection
with this Agreement or any other Loan Document (including the Schedules attached
thereto) and any amendments or modifications hereof or waivers hereunder, or in
any certificate, report, financial statement or other document submitted to the
Administrative Agent or the Lenders by the Borrower or any Consolidated
Subsidiary or any representative of the Borrower or any Consolidated Subsidiary
pursuant to or in connection with this Agreement or any other Loan Document
shall prove to be incorrect in any material respect when made or deemed made or
submitted; or

                  (d)      the Borrower shall fail to observe or perform any
covenant or agreement contained in Sections 5.1, 5.2, or 5.3 (with respect to
the Borrower's existence) or Articles VI or VII; or

                  (e)      the Borrower or any Consolidated Subsidiary shall
fail to observe or perform any covenant or agreement contained in this Agreement
(other than those referred to in clauses (a), (b) and (d) above), and such
failure shall remain unremedied for 30 days after the earlier of (i) any
Responsible Officer of the Borrower becomes aware of such failure, or (ii)
notice thereof shall have been given to the Borrower by the Administrative Agent
or any Lender; or

                  (f)      the Borrower or any Consolidated Subsidiary (whether
as primary obligor or as guarantor or other surety) shall fail to pay any
principal of or premium or interest on any Indebtedness which exceeds $7,500,000
individually or in the aggregate, when and as the same shall become due and
payable (whether at scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument evidencing such
Indebtedness; or any other event shall occur or condition shall exist under any
agreement or instrument relating to such Indebtedness and shall continue after
the applicable grace period, if any, specified in such agreement or instrument,
if the effect of such event or condition is to accelerate, or permit the
acceleration of, the maturity of such Indebtedness; or any such Indebtedness
shall be declared to be due and payable; or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption),
purchased or

                                       66


defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness
shall be required to be made, in each case prior to the stated maturity thereof;
or

                  (g)      the Borrower, any Designated Borrower or any Material
Subsidiary shall (i) commence a voluntary case or other proceeding or file any
petition seeking liquidation, reorganization or other relief under any federal,
state or foreign bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a custodian, trustee, receiver, liquidator
or other similar official of it or any substantial part of its property, (ii)
consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (i) of this Section,
(iii) apply for or consent to the appointment of a custodian, trustee, receiver,
liquidator or other similar official for the Borrower, any Designated Borrower
or any such Material Subsidiary or for a substantial part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of
creditors, or (vi) take any action for the purpose of effecting any of the
foregoing; or

                  (h)      an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower, any Designated Borrower or any Material
Subsidiary or its debts, or any substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency or other similar law now or
hereafter in effect or (ii) the appointment of a custodian, trustee, receiver,
liquidator or other similar official for the Borrower, any Designated Borrower
or any Material Subsidiary or for a substantial part of its assets, and in any
such case, such proceeding or petition shall remain undismissed for a period of
60 days or an order or decree approving or ordering any of the foregoing shall
be entered; or

                  (i)      the Borrower, any Designated Borrower or any Material
Subsidiary shall become unable to pay, shall admit in writing its inability to
pay, or shall fail generally to pay, its debts as they become due; or

                  (j)      an ERISA Event shall have occurred that, when taken
together with other ERISA Events that have occurred, could reasonably be
expected to result in liability to the Borrower or any Consolidated Subsidiary
in an aggregate amount exceeding $5,000,000; or

                  (k)      any judgment or order for the payment of money in
excess of $7,500,000 in the aggregate shall be rendered against the Borrower or
any Consolidated Subsidiary, and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or (ii) there shall
be a period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                  (l)      a Change in Control shall occur or exist; or

                  (m)      any provision of this Agreement or any Designated
Borrower Acknowledgement and Agreement shall for any reason cease to be valid
and binding on, or enforceable against, any Designated Borrower, or any
Designated Borrower shall so state in writing,

                                       67


or any Designated Borrower shall seek to terminate its obligations thereunder
(other than as provided in Section 2.25); or

                  (n)      Breach of any covenant by the Borrower or any
Consolidated Subsidiary (including any Permitted Securitization Subsidiary to
the extent a Permitted Securitization Subsidiary is a Consolidated Subsidiary)
contained in any agreement relating to a Permitted Securitization Transaction
causing the acceleration of the obligations thereunder or requiring the
prepayment of such obligations or termination of such securitization program
prior to its stated maturity or term and the Borrower or any Consolidated
Subsidiary (other than any Permitted Securitization Subsidiary to the extent
such Subsidiary is a Consolidated Subsidiary) has liability in excess of
$7,500,000 under such Permitted Securitization Transaction,

then, and in every such event (other than an event with respect to the Borrower
or any Designated Borrower described in clause (g) or (h) of this Section) and
at any time thereafter during the continuance of such event, the Administrative
Agent may, and upon the written request of the Required Lenders shall, by notice
to the Borrower, take any or all of the following actions, at the same or
different times (unless expressly set forth otherwise herein): (i) terminate the
Commitments, whereupon the Commitment of each Lender shall terminate
immediately; (ii) declare the principal of and any accrued interest on the
Loans, and all other Obligations owing hereunder, to be, whereupon the same
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower and
any Designated Borrower; provided that in connection with any acceleration
pursuant to this clause (ii), the Commitments shall automatically terminate, and
(iii) exercise all remedies contained in any other Loan Document; and if an
Event of Default specified in either clause (g) or (h) shall occur with respect
to the Borrower or any Designated Borrower, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon, and all fees, and all other Obligations shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower and any Designated
Borrower.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

                  SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT. (a) Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions set forth in this
Article shall apply to any such sub-agent and the Related Parties of the
Administrative Agent and any such sub-agent and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

                                       68


                  (b)      The Issuing Bank shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents associated
therewith until such time and except for so long as the Administrative Agent may
agree at the request of the Required Lenders to act for the Issuing Bank with
respect thereto; provided, that the Issuing Bank shall have all the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as the term "Administrative Agent" as used in this
Article IX included the Issuing Bank with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to the Issuing
Bank.

                  SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except those discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable (provided that the Borrower reserves
any and all rights and claims against any Lender, including the Administrative
Agent in its capacity as a Lender) for any action taken or not taken by it with
the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default or Event of Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or any Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements, or other terms and conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article III or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT.
Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that
it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this

                                       69


Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any related
agreement or any document furnished hereunder or thereunder.

                  SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If
the Administrative Agent shall request instructions from the Required Lenders
with respect to any action or actions (including the failure to act) in
connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received instructions from such Lenders; and the Administrative Agent shall not
incur liability to any Person (provided that the Borrower reserves any and all
rights and claims against any Lender, including the Administrative Agent in its
capacity as a Lender) by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.

                  SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT. The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed, sent or made by the proper Person. The Administrative
Agent may also rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or not taken
by it in accordance with the advice of such counsel, accountants or experts.

                  SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY. The bank serving as the Administrative Agent shall have the same
rights and powers under this Agreement and any other Loan Document in its
capacity as a Lender as any other Lender and may exercise or refrain from
exercising the same as though it were not the Administrative Agent; and the
terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The bank acting as the
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or any Subsidiary
or Affiliate of the Borrower as if it were not the Administrative Agent
hereunder.

                  SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT.

         (a)      The Administrative Agent may resign at any time by giving
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, subject to the approval by the Borrower provided that no Event of Default
shall exist at such time. If no successor Administrative Agent shall have been
so appointed, and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the

                                       70


Lenders and the Issuing Bank, appoint a successor Administrative Agent, which
shall be a commercial bank organized under the laws of the United States of
America or any state thereof or a bank which maintains an office in the United
States, having a combined capital and surplus of at least $500,000,000.

                  (b)      Upon the acceptance of its appointment as the
Administrative Agent hereunder by a successor, 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 under
this Agreement and the other Loan Documents. If within 45 days after written
notice is given of the retiring Administrative Agent's resignation under this
Section 9.7 no successor Administrative Agent shall have been appointed and
shall have accepted such appointment, then on such 45th day (i) the retiring
Administrative Agent's resignation shall become effective, (ii) the retiring
Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the Required Lenders appoint a successor
Administrative Agent as provided above. After any retiring Administrative
Agent's resignation hereunder, the provisions of this Article IX shall continue
in effect for the benefit of such retiring Administrative Agent and its
representatives and agents in respect of any actions taken or not taken by any
of them while it was serving as the Administrative Agent.

                  SECTION 9.8. ADDITIONAL AGENCIES; NO DUTIES IMPOSED UPON
SYNDICATION AGENTS OR DOCUMENTATION AGENTS. (a) The Administrative Agent shall
have the right from time to time to designate one or more Syndication Agents and
Documentation Agents. Upon any such designation, the Administrative Agent shall
have the right to replace the cover page to this Agreement to reflect the
addition of such Person as Syndication Agent and Documentation Agent, as the
case may be.

                  (b)      None of the Persons designated as a "Syndication
Agent" or "Documentation Agent" shall have any right, power, obligation,
liability, responsibility or duty under this Agreement or any of the other Loan
Documents other than, if such Person is a Lender, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Persons designated
as a "Syndication Agent" or "Documentation Agent" shall have or be deemed to
have any fiduciary duty to or fiduciary relationship with any Lender. In
addition to the agreements set forth in Section 9.8, each of the Lenders
acknowledges that it has not relied, and will not rely, on any of the Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                                    ARTICLE X

                                  MISCELLANEOUS

                  SECTION 10.1. NOTICES.

                  (a) Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other
communications to any party herein to be effective shall

                                       71


be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

To the Borrower or
any Designated Borrower:            Certegy Inc.
                                    11720 Amber Park Drive, Suite 600
                                    Alpharetta, GA 30004
                                    Attention: Walter Korchun
                                    Corporate Vice President, General
                                    Counsel and Secretary
                                    Telecopy Number: (678) 867-8321

                  With a copy to:   Certegy Inc.
                                    11720 Amber Park Drive, Suite 600
                                    Alpharetta, Georgia 30004
                                    Attention: Mr. Michael T. Vollkommer
                                    Corporate Vice President and CFO
                                    Telecopy Number: (678) 867-8100

To the Administrative Agent:        SunTrust Bank
                                    303 Peachtree Street, N. E., 3rd Floor
                                    Atlanta, Georgia 30308
                                    Attention: Brian Peters
                                    Telecopy Number: (404) 588-8833

                  With a copy to:   SunTrust Capital Markets, Inc.
                                    c/o Agency Services
                                    303 Peachtree Street, N. E./ 25th Floor
                                    Atlanta, Georgia 30308
                                    Attention: Hope Williams
                                    Telecopy Number: (404) 658-4906

To the Issuing Bank:                SunTrust Bank
                                    25 Park Place, N. E./Mail Code 3706,
                                    16th Floor
                                    Atlanta, Georgia 30303
                                    Attention: Jon Conley
                                    Telecopy Number: (404) 588-8129

To the Swingline Lender:            SunTrust Bank
                                    303 Peachtree Street, N.E./3rd Floor
                                    Atlanta, Georgia 30308
                                    Attention: Brian Peters
                                    Telecopy Number: (404) 588-8833

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To any other Lender:                the address set forth under such Lender's
                                    name on the signature pages hereof

                  Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All such notices and other communications shall, when transmitted by
overnight delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the mails or if delivered, upon delivery; provided, that notices delivered
to the Administrative Agent, the Issuing Bank or the Swingline Bank shall not be
effective until actually received by such Person at its address specified in
this Section 10.1.

                  (b)      Any agreement of the Administrative Agent and the
Lenders herein to receive certain notices by telephone or facsimile is solely
for the convenience and at the request of the Borrower. The Administrative Agent
and the Lenders shall be entitled to rely on the authority of any Person
purporting to be a Person authorized by the Borrower to give such notice and the
Administrative Agent and Lenders shall not have any liability to the Borrower,
any Designated Borrower or other Person on account of any action taken or not
taken by the Administrative Agent or the Lenders in reliance upon such
telephonic or facsimile notice. The obligation of the Borrower to repay the
Loans and all other Obligations hereunder shall not be affected in any way or to
any extent by any failure of the Administrative Agent and the Lenders to receive
written confirmation of any telephonic or facsimile notice or the receipt by the
Administrative Agent and the Lenders of a confirmation which is at variance with
the terms understood by the Administrative Agent and the Lenders to be contained
in any such telephonic or facsimile notice.

                  SECTION 10.2. WAIVER; AMENDMENTS.

                  (a)      No failure or delay by the Administrative Agent, the
Issuing Bank or any Lender in exercising any right or power hereunder or any
other Loan Document, and no course of dealing between the Borrower, any
Designated Borrower and the Administrative Agent or any Lender, shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power or any abandonment or discontinuance of steps to enforce such right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power hereunder or thereunder. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies provided by law. No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by the Borrower or any
Designated Borrower therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. Without limiting the generality of the foregoing, the making of a
Loan or the issuance of a Letter of Credit shall not be construed as a waiver of
any Default or Event of Default, regardless of whether the Administrative Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default
or Event of Default at the time.

                                       73


                  (b)      No amendment or waiver of any provision of this
Agreement or the other Loan Documents, nor consent to any departure by the
Borrower or any Designated Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Borrower and any
Designated Borrower and the Required Lenders or the Borrower and any Designated
Borrower and the Administrative Agent with the consent of the Required Lenders
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, that no amendment or
waiver shall: (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees or other
amounts payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the date fixed for any payment of any principal of, or
interest on, any Loan or LC Disbursement or interest thereon or any fees or
other amounts payable hereunder or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date for the termination or reduction of
any Commitment, without the written consent of each Lender affected thereby,
(iv) change any provision hereof directly relating to the pro rata treatment of
Lenders hereunder (including, but not limited to, Section 2.22 (b) or (c)) in a
manner that would alter the pro rata treatment required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders which are required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; or (vi) release any guarantor or limit the
liability of any such guarantor under this Agreement or any guaranty agreement;
provided further, that no such agreement shall amend, modify or otherwise affect
the rights, duties or obligations of the Administrative Agent, the Swingline
Bank or the Issuing Bank without the prior written consent of such Person.

                  SECTION 10.3. EXPENSES; INDEMNIFICATION.

                  (a)      The Borrower shall pay (i) all actual reasonable,
out-of-pocket costs and expenses of the Administrative Agent and its Affiliates
as previously agreed upon by the Borrower and the Administrative Agent,
including, subject to such previously agreed upon arrangement, the reasonable
fees, charges and disbursements of counsel for the Administrative Agent and its
Affiliates, actually incurred, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document shall
be consummated), (ii) all actual reasonable out-of-pocket expenses incurred by
the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii)
all actual reasonable out-of-pocket costs and expenses (including, without
limitation, the reasonable fees, charges and disbursements of outside counsel)
actually incurred by the Administrative Agent, the Issuing Bank or any Lender in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made or any Letters of Credit issued hereunder, including all such
actual reasonable out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

                                       74


                  (b)      The Borrower shall indemnify the Administrative
Agent, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing (each, an "INDEMNITEE") against, and hold each of them harmless from,
any and all actual reasonable costs, losses, liabilities, claims, damages and
related expenses, including the actual reasonable fees, charges and
disbursements of any counsel for any Indemnitee, which may be incurred by or
asserted against any Indemnitee arising out of, in connection with or as a
result of (i) the execution or delivery of this Agreement or any other agreement
or instrument contemplated hereby, the performance by the parties hereto of
their respective obligations hereunder or the consummation of any of the
transactions contemplated hereby, (ii) any Loan or Letter of Credit or any
actual or proposed use of the proceeds therefrom (including any refusal by the
Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned by the Borrower or
any Subsidiary or any Environmental Liability related in any way to the Borrower
or any Subsidiary or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided, that the Borrower shall not be obligated to indemnify
any Indemnitee for any of the foregoing arising out of such Indemnitee's gross
negligence or willful misconduct as determined by a court of competent
jurisdiction in a final and nonappealable judgment or to the extent that such
losses relate to a claim made by an Indeminitee hereunder arising from any cause
of action pursued by the Borrower against such Indemnitee where the Borrower
alleged that the Indeminitee breached its obligations under the Loan Documents
and a court having competent jurisdiction shall have determined by final
judgment (not subject to appeal) that the Indemnitee breached its obligations to
the Borrower under the Loan Documents.

                  (c)      The Borrower shall pay, and hold the Administrative
Agent and each of the Lenders harmless from and against, any and all present and
future Other Taxes and Indemnified Taxes, and save the Administrative Agent and
each Lender harmless from and against any and all liabilities with respect to or
resulting from any delay or omission to pay such taxes.

                  (d)      To the extent that the Borrower fails to pay any
amount required to be paid to the Administrative Agent, the Issuing Bank or the
Swingline Lender under clauses ( a ), (b) or (c) hereof, each Lender severally
agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline
Lender, as the case may be, such Lender's Pro Rata Share (determined as of the
time that the unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided, that the unreimbursed expense or indemnified payment,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent, the Issuing Bank or the Swingline
Lender in its capacity as such.

                  (e)      To the extent permitted by applicable law, the
Borrower and any Designated Borrower shall not assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to actual or direct damages)
arising out of, in connection with or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the transactions contemplated
therein, any Loan or any Letter of Credit or the use of proceeds thereof.

                                       75


                  (f)      All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 10.4. SUCCESSORS AND ASSIGNS.

                  (a)      The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that neither the Borrower nor any Designated
Borrower may assign or transfer any of its rights hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the
Borrower or any Designated Borrower without such consent shall be null and
void).

                  (b)      Any Lender may at any time assign to one or more
banks or other financial institutions or entities all or a portion of its rights
and obligations under this Agreement and the other Loan Documents (including all
or a portion of its Commitment and the Loans and LC Exposure at the time owing
to it); provided, that (i) except in the case of an assignment to a Lender or an
Affiliate of a Lender, each of the Borrower and the Administrative Agent (and,
in the case of an assignment of all or a portion of a Commitment or any Lender's
obligations in respect of its LC Exposure or Swingline Exposure, the Issuing
Bank and the Swingline Lender) must give their prior written consent (which
consent shall not be unreasonably withheld or delayed), (ii) except in the case
of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire amount of the assigning Lender's Commitment hereunder or an assignment
while an Event of Default has occurred and is continuing, the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $1,000,000 (unless
the Borrower and the Administrative Agent shall otherwise consent), (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement and the other
Loan Documents (except that such assignment may, but shall not be required to,
include any Competitive Bid Loans of such assigning Lender), (iv) the assigning
Lender and the assignee shall (unless otherwise waived by the Administrative
Agent) execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee payable by the
assigning Lender or the assignee (as determined between such Persons) in an
amount equal to $1,000 (unless otherwise waived by the Administrative Agent) and
(v) such assignee, if it is not a Lender, shall deliver a duly completed
Administrative Questionnaire to the Administrative Agent; provided, that any
consent of the Borrower otherwise required hereunder shall not be required in
connection with the initial syndication of the Loans or if an Event of Default
has occurred and is continuing. Upon the execution and delivery of the
Assignment and Acceptance and payment by such assignee to the assigning Lender
of an amount equal to the purchase price agreed between such Persons, such
assignee shall become a party to this Agreement and any other Loan Documents to
which such assigning Lender is a party and, to the extent of such interest
assigned by such Assignment and Acceptance, shall have the rights and
obligations of a Lender under this Agreement, and the assigning Lender shall be
released from its obligations hereunder to a corresponding extent (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.19,
2.20, 2.21 and 10.3).

                                       76


Upon the consummation of any such assignment hereunder, the assigning Lender,
the Administrative Agent and the Borrower shall make appropriate arrangements to
have new Notes issued. Any assignment or other transfer by a Lender that does
not fully comply with the terms of this clause (b) shall be treated for purposes
of this Agreement as a sale of a participation pursuant to clause (c) below.

                  (c)      Any Lender may at any time, without the consent of
the Borrower or any Designated Borrower, the Administrative Agent, the Issuing
Bank or the Swingline Lender, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment,
the Loans owing to it and its LC Exposure); provided, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of its
obligations hereunder, and (iii) the Borrower, the Administrative Agent, the
Swingline Bank, the Issuing Bank and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. Any agreement
between such Lender and the Participant with respect to such participation shall
provide that such Lender shall retain the sole right and responsibility to
enforce this Agreement and the other Loan Documents and the right to approve any
amendment, modification or waiver of this Agreement and the other Loan
Documents; provided, that such participation agreement may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver of this Agreement described in the first proviso of
Section 10.2(b) that affects the Participant. The Borrower and any Designated
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.19, 2.20, and 2.21 to the same extent as if it were a Lender
hereunder and had acquired its interest by assignment pursuant to paragraph (b);
provided, that no Participant shall be entitled to receive any greater payment
under Section 2.19 or 2.20 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.21 unless the Borrower is notified of such
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.21(e) as though it were a
Lender hereunder.

                  (d)      Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement and
its Notes (if any) to secure its obligations to a Federal Reserve Bank without
complying with this Section; provided, that no such pledge or assignment shall
release a Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.

                  (e)      Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may grant to a special purpose funding
vehicle (an "SPV"), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided, that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan and (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of any Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by

                                       77


an SPV hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if such Loan were made by such Granting Lender. Each party hereto
hereby agrees that no SPV shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State. Notwithstanding
anything to the contrary in this Section 10.4, any SPV may (i) with notice to,
but without the prior written consent of, the Borrower and the Administrative
Agent and without paying any processing fee therefor, assign all or a portion of
its interests in any Loans to the Granting Lender or to any financial
institutions (consented to by the Borrower and the Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPV to
support the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPV. As this Section 10.4(e) applies to any
particular SPV, this Section may not be amended without the written consent of
such SPV.

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

                  (a)      This Agreement and the other Loan Documents shall be
construed in accordance with and be governed by the law (without giving effect
to the conflict of law principles thereof) of the State of Georgia.

                  (b)      The Borrower and each Designated Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
non-exclusive jurisdiction of the United States District Court of the Northern
District of Georgia, and of any state court of the State of Georgia located in
Fulton County and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other Loan
Document or the transactions contemplated hereby or thereby, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such Georgia state court or
, to the extent permitted by applicable law, such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against the
Borrower or any Designated Borrower or their properties in the courts of any
jurisdiction.

                  (c)      The Borrower and each Designated Borrower irrevocably
and unconditionally waives any objection which it may now or hereafter have to
the laying of venue of any such suit, action or proceeding described in
paragraph (b) of this Section and brought in any court referred to in paragraph
(b) of this Section. Each of the parties hereto irrevocably waives, to the
fullest extent

                                       78


permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

                  (d)      Each party to this Agreement irrevocably consents to
the service of process in the manner provided for notices in Section 10.1.
Nothing in this Agreement or in any other Loan Document will affect the right of
any party hereto to serve process in any other manner permitted by law.

                  SECTION 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO
(INCLUDING ANY DESIGNATED BORROWER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  SECTION 10.7. RIGHT OF SETOFF. In addition to any rights now
or hereafter granted under applicable law and not by way of limitation of any
such rights, each Lender and the Issuing Bank shall have the right, at any time
or from time to time upon the occurrence and during the continuance of an Event
of Default, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower, to the extent permitted by applicable law, to
set off and apply against all deposits (general or special, time or demand,
provisional or final) of the Borrower at any time held or other obligations at
any time owing by such Lender and the Issuing Bank to or for the credit or the
account of the Borrower against any and all Obligations held by such Lender or
the Issuing Bank, as the case may be, irrespective of whether such Lender or the
Issuing Bank shall have made demand hereunder and although such Obligations may
be unmatured. Each Lender and the Issuing Bank agree promptly to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.

                  SECTION 10.8. COUNTERPARTS; INTEGRATION. This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Agreement, the other Loan Documents, and any separate letter agreement(s)
relating to any fees payable to the Administrative Agent constitute the entire
agreement among the parties hereto and thereto regarding the subject matters
hereof and thereof and supersede all prior agreements and understandings, oral
or written, regarding such subject matters.

                                       79


                  SECTION 10.9. SURVIVAL. All covenants, agreements,
representations and warranties made by the Borrower and any Designated Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.19, 2.20, 2.21, and 10.3 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof. All representations and warranties made
herein, in the certificates, reports, notices, and other documents delivered
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the other Loan Documents, and the making of the Loans and the
issuance of the Letters of Credit.

                  SECTION 10.10. SEVERABILITY. Any provision of this Agreement
or any other Loan Document held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof; and
the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

                  SECTION 10.11. CONFIDENTIALITY. Each of the Administrative
Agent, the Issuing Bank and each Lender agrees to take normal and reasonable
precautions to maintain the confidentiality of any information provided to it by
the Borrower or any Subsidiary, except that such information may be disclosed
(i) to any Related Party of the Administrative Agent, the Issuing Bank or any
such Lender, including without limitation accountants, legal counsel and other
advisors, (ii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (iii) to the extent requested by any
regulatory agency or authority, (iv) to the extent that such information becomes
publicly available other than as a result of a breach of this Section, or which
becomes available to the Administrative Agent, the Issuing Bank, any Lender or
any Related Party of any of the foregoing on a nonconfidential basis from a
source other than the Borrower or any Subsidiary thereof, (v) in connection with
the exercise of any remedy hereunder or any suit, action or proceeding relating
to this Agreement or the enforcement of rights hereunder (but only to the extent
necessary or advisable for the exercise of such remedy), (vi) subject to
provisions substantially similar to this Section 10.11, to any actual or
prospective assignee or Participant, or (vii) with the consent of the Borrower.
Any Person required to maintain the confidentiality of any information as
provided for in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such information as such Person would accord its
own confidential information. Notwithstanding anything herein to the contrary,
any party subject to confidentiality obligations hereunder or under any other
related document (and any

                                       80


employee, representative or other agent of such party) may disclose to any and
all persons, without limitation of any kind, the tax treatment and the tax
structure of the transactions contemplated herein and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure or any actual or proposed contractual
counterparty (or its advisors) to any securitization, hedge, or other derivative
transaction relating to the parties' obligations hereunder.

                  SECTION 10.12. INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which may be treated
as interest on such Loan under applicable law (collectively, the "Charges"),
shall exceed the maximum lawful rate of interest (the "Maximum Rate") which may
be contracted for, charged, taken, received or reserved by a Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

                  SECTION 10.13. CURRENCY CONVERSION. All payments of
Obligations under this Agreement, the Notes or any other Loan Document shall be
made in Dollars, except for Loans funded in a Foreign Currency, which shall be
repaid, including interest thereon, in the applicable Foreign Currency. If any
payment of any Obligation shall be made in a currency other than the currency
required hereunder, such amount shall be converted into the currency required
hereunder at the current market rate for the purchase of the currency required
hereunder with the currency in which such Obligation was paid, as quoted by the
Administrative Agent in accordance with the methods customarily used by the
Administrative Agent for such purposes as the time of such determination. The
parties hereto hereby agree, to the fullest extent that they may effectively do
so under applicable law, that (i) if for the purposes of obtaining any judgment
or award it becomes necessary to convert from any currency other than the
currency required hereunder into the currency required hereunder any amount in
connection with the Obligations, then the conversion shall be made as provided
above on the Business Day before the day on which the judgment or award is
given, (ii) in the event that there is a change in the rate of exchange
prevailing between the Business Day before the day on which the judgment or
award is given and the date of payment, the Borrower (or any Designated
Borrower) will pay to the Administrative Agent, for the benefit of the Lenders,
such additional amounts (if any) as may be necessary, and the Administrative
Agent, on behalf of the Lenders, will pay to the Borrower (or any Designated
Borrower) such excess amounts (if any) as result from such change in the rate of
exchange, to assure that the amount paid on such date is the amount in such
other currency, which when converted at the rate of exchange described herein on
the date of payment, is the amount then due in the currency required hereunder,
and (iii) any amount due from the Borrower (or any Designated Borrower) under
this Section 10.13 shall be due as a separate debt and shall not be affected by
judgment or award being obtained for any other sum due. For the avoidance of
doubt, the parties affirm and agree that neither the fixation of the conversion
rate of any Foreign Currency against the Euro as a single currency, in
accordance with the Treaty Establishing

                                       81


the European Economic Community, as amended by the Treaty on the European Union
(The Masstricht Treaty), nor the conversion of the Obligations under this
Agreement from any Foreign Currency into Euros will be a reason for early
termination or revision of this Agreement or repayment of any amount due under
this Agreement or create any liability of any party towards any other party for
any direct or consequential loss arising from any of these events. As of the
date that any Foreign Currency is no longer the lawful currency of its
respective country, all funding and payment Obligations to be made in such
affected currency under this Agreement shall be satisfied in Euros. If, in
relation to the currency of any member state of the European Union that adopts
the Euro as its lawful currency, the basis of accrual of interest expressed in
this Agreement in respect to that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member state
adopts the Euro as its lawful currency; provided that if any Borrowing in the
currency of such member state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Borrowing, at the end
of the then current Interest Period.

                  SECTION 10.14. EXCHANGE RATES.

                  (a)      Not later than 2:00 p.m. on each Calculation Date,
the Administrative Agent shall (i) determine the Exchange Rate as of such
Calculation Date with respect to a Foreign Currency, and (ii) give notice
thereof to the Lenders and the Borrower. The Exchange Rates so determined shall
become effective on the first Business Day immediately following the relevant
Calculation Date (a "Reset Date"), shall remain effective until the next
succeeding Reset Date, and shall for all purposes of this Agreement (other than
Section 10.13 or any other provision expressly requiring the use of a current
Exchange Rate) be the Exchange Rates employed in determining the Dollar
Equivalent of any amounts of a Foreign Currency.

                  (b)      Not later than 5:00 p.m. on each Reset Date and each
date on which Loans denominated in a Foreign Currency are made, the
Administrative Agent shall (i) determine the Dollar Equivalent of the aggregate
principal amounts of the Loans denominated in such currencies (after giving
effect to any Loans denominated in such currencies being made, repaid, or
cancelled or reduced on such date), and (ii) notify the Lenders and the Borrower
of the results of such determinations.

                                   ARTICLE XI

                               BORROWER GUARANTEE

                  SECTION 11.1. GUARANTEE. The Borrower unconditionally
guarantees, jointly with any other guarantors and severally, as a primary
obligor and not merely as a surety, (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
all Loans made to Designated Borrowers, when and as due, whether at maturity, by
acceleration, upon one or more dates set for

                                       82


prepayment or otherwise, (ii) each payment required to be made by any Designated
Borrower under the Loan Documents in respect of any Letter of Credit, when and
as due, including payments in respect of reimbursement or disbursements,
interest thereon and obligations to provide cash collateral, and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of any Designated Borrower to the Administrative
Agent and the Lenders under the Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of any
Designated Borrower under or pursuant to the Loan Documents; and (c) the due and
punctual payment and performance of all obligations of any Designated Borrower,
monetary or otherwise, under each Hedging Agreement entered into with a
counterparty that was a Lender or an Affiliate of a Lender at the time such
Hedging Agreement was entered into (all the monetary and other obligations
referred to in the preceding clauses (a) through (c) being collectively called
the "Guaranteed Obligations"). The Borrower further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Guaranteed Obligations.

                  SECTION 11.2 GUARANTEED OBLIGATIONS NOT WAIVED. To the fullest
extent permitted by applicable law, the Borrower waives presentment to, demand
of payment from and protest to any Designated Borrower of any of the Guaranteed
Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment. To the fullest extent permitted by applicable law, the
obligation of the Borrower hereunder shall not be affected by (a) the failure of
the Administrative Agent or any Lender to assert any claim or demand or to
enforce or exercise any right or remedy against any Designated Borrower or any
other guarantor under the provisions of any Loan Document or otherwise, (b) any
rescission, waiver, amendment or modification of, or any release from any of the
terms or provisions of, this Agreement, any other Loan Document, or any other
agreement, including with respect to any other guarantor under this Agreement,
or (c) the failure to perfect any security interest in, or the release of, any
of the security held by or on behalf of the Administrative Agent or any Lender.

                  SECTION 11.3. GUARANTEE OF PAYMENT. The Borrower further
agrees that its guarantee constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Administrative Agent or any Lender to any of the security held for payment of
the Guaranteed Obligations or to any balance of any deposit account or credit on
the books of the Administrative Agent or any Lender in favor of any Designated
Borrower or any other person.

                  SECTION 11.4 NO DISCHARGE OR DIMINISHMENT OF GUARANTEE. The
Guaranteed Obligations of the Borrower hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Guaranteed Obligations), including
any claim of waiver, release, surrender, alteration or compromise of any of the
Guaranteed Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Guaranteed Obligations or otherwise.
Without limiting the generality of the foregoing, the

                                       83


Guaranteed Obligations of the Borrower hereunder shall not be discharged or
impaired or otherwise affected by the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce any remedy under any Loan
Document or any other agreement, by any waiver or modification of any provision
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Guaranteed Obligations, or by any other act or omission that
may or might in any manner or to the extent vary the risk of the Borrower or
that would otherwise operate as a discharge of the Borrower as a matter of law
or equity (other than the indefeasible payment in full in cash of all the
Guaranteed Obligations).

                  SECTION 11.5 DEFENSES OF BORROWER WAIVED. To the fullest
extent permitted by applicable law, the Borrower waives any defense based on or
arising out of any defense of any Designated Borrower or the unenforceability of
the Guaranteed Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of any Designated Borrower, other than the final
and indefeasible payment in full in cash of the Guaranteed Obligations. The
Administrative Agent and the Lenders may, at their election, foreclose on any
security held by one or more of them by one or more judicial or nonjudicial
sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Guaranteed Obligations, make any other
accommodation with any Designated Borrower or any other guarantor, without
affecting or impairing in any way the liability of the Borrower hereunder except
to the extent the Guaranteed Obligations have been fully, finally and
indefeasibly paid in cash. Pursuant to applicable law, the Borrower waives any
defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of the Borrower against
any Designated Borrower or any other guarantor, as the case may be, or any
security.

                  SECTION 11.6 AGREEMENT TO PAY; SUBORDINATION. In furtherance
of the foregoing and not in limitation of any other right that the
Administrative Agent or any Lender has at law or in equity against the Borrower
by virtue hereof, upon the failure of any Designated Borrower to pay any
Guaranteed Obligations when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, the Borrower
hereby promises to and will forthwith pay, or cause to be paid, to the
Administrative Agent for the benefit of the Lenders in cash the amount of such
unpaid Guaranteed Obligations. Upon payment by the Borrower of any sums to the
Administrative Agent, all rights of the Borrower against any Designated Borrower
arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and
junior in right of payment to the prior indefeasible payment in full in cash of
all the Guaranteed Obligations. In addition, any indebtedness of any Designated
Borrower now or hereafter held by the Borrower is hereby subordinated in right
of payment to the prior payment in full in cash of the Guaranteed Obligations.
If any amount shall erroneously be paid to the Borrower on account of (i) such
subrogation, contribution, reimbursement, indemnity or similar right or (ii) any
such indebtedness of any Designated Borrower, such amount shall be held in trust
for the benefit of the Administrative Agent and the Lenders and shall forthwith
be paid to the Administrative Agent to be credited against the payment of the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents.

                  SECTION 11.7 INFORMATION. The Borrower assumes all
responsibility for being and

                                       84


keeping itself informed of any Designated Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks that
the Borrower assumes and incurs hereunder, and agrees that none of the
Administrative Agent or the Lenders will have any duty to advise the Borrower of
information known to it or any of them regarding such circumstances or risks.

                  SECTION 11.8. TAXES, ETC. All payments required to be made by
the Borrower under this Article 11 shall be made without setoff or counterclaim
and free and clear of and without deduction or withholding for or on account of,
any present or future Indemnified Taxes or Other Taxes imposed by any government
or any political or taxing authority as required pursuant to this Agreement.

                  SECTION 11.9. FAILURE TO PAY IN FOREIGN CURRENCY. With respect
to any of the Guaranteed Obligations which were advanced under the Agreement in
a Foreign Currency, the Borrower agrees to make any payments required by it
hereunder in connection therewith in such Foreign Currency. If the Borrower is
unable for any reason to effect payment in a relevant Foreign Currency as
required by this Article 11 or if the Borrower shall default in the Foreign
Currency, each Lender may, through the Administrative Agent, require such
payment to be made in Dollars in the Dollar Equivalent amount of such payment.
In any case in which the Borrower shall make such payment in Dollars, the
Borrower agrees to hold the Lenders harmless from any loss incurred by the
Lenders arising from any change in the value of Dollars in relation to such
Foreign Currency between the date such payment became due and the date of
payment thereof.

                  SECTION 11.10 TERMINATION. The guarantee made hereunder (a)
shall terminate when all the Guaranteed Obligations have been paid in full in
cash and the Lenders have no further commitment to lend under the Agreement, the
LC Exposure has been reduced to zero and the Issuing Bank has no further
Guaranteed Obligations to issue Letters of Credit under the Agreement and (b)
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Guaranteed Obligations is rescinded or
must otherwise be restored by any Lender or the Borrower upon the bankruptcy or
reorganization of any Designated Borrower, the Borrower or otherwise. In
connection with the foregoing, the Administrative Agent shall execute and
deliver to the Borrower or Borrower's designee, at the Borrower's expense, any
documents or instruments which the Borrower shall reasonably request from time
to time to evidence such termination and release.

                  (remainder of page left intentionally blank)

                                       85


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed under seal in the case of the Borrower by their
respective authorized officers as of the day and year first above written.

                                    CERTEGY INC.

                                    By /s/ Michael T. Vollkommer
                                       --------------------------------------
                                      Name:  Michael T. Vollkommer
                                      Title: Corporate Vice President and
                                             Chief Financial Officer

                                    SUNTRUST BANK
                                    AS ADMINISTRATIVE AGENT, AS ISSUING
                                    BANK, AS SWINGLINE LENDER AND AS A
                                    LENDER


                                    By /s/ Brian K. Peters
                                       --------------------------------------
                                    Name:  Brian K. Peters
                                    Title: Managing Director

                                    Revolving Commitment:     $ 46,250,000

                                      LC Commitment:          $ 10,000,000

                                      Swingline Commitment:   $100,000,000

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                    WACHOVIA BANK, NATIONAL ASSOCIATION
                                    AS SYNDICATION AGENT AND AS A LENDER

                                    By /s/ Steve L. Hipsman
                                       -----------------------------------
                                    Name:  Steve L. Hipsman
                                    Title: Director

                                    Revolving Commitment:  $35,000,000

Address for Notices

For General Notices:

Wachovia Bank, National Association
191 Peachtree Street NE
Atlanta, GA 30303
Telephone: (404) 332-6555
Facsimile: (404) 332-4048
Attention: Karen McClain

For Administrative/Operations Notices:

Wachovia Bank, National Association
191 Peachtree Street NE
Atlanta, GA 30303
Telephone: (404) 332-6554
Facsimile: (404) 332-6408
Attention: Elaine Render

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                    FLEET NATIONAL BANK
                                    AS A LENDER

                                    By /s/ John B. Desmond
                                       ---------------------------------------
                                    Name:  John B. Desmond
                                    Title: Director

                                    Revolving Commitment:      $15,000,000

Address for Notices

For General Notices:

Fleet National Bank
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-8957
Facsimile: (617) 434-0819
Attention: Larisa B. Chilton

For Administrative/Operations Notices:

Fleet National Bank
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-5059
Facsimile: (617) 434-1709
Attention: Angela Moore

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                    BANK OF AMERICA, N.A.
                                    AS DOCUMENTATION AGENT AND AS A LENDER

                                    By /s/ B. Kenneth Burton, Jr.
                                       -----------------------------------
                                    Name:  B. Kenneth Burton, Jr.
                                    Title: Vice President

                                    Revolving Commitment:      $30,000,000

Address for Notices

For General Notices:

Bank of America, N.A.
100 North Tryon Street, 17th Floor
Charlotte, NC 28255
Telephone: (704) 388-5920
Facsimile: (704) 388-0960
Attention: Michael McKenney


For Administrative/Operations Notices:

Bank of America, N.A.
101 North Tryon Street, NC1-001-15-03
Charlotte, NC 28255
Telephone: (704) 386-3781
Facsimile: (704) 409-0056
Attention: Jason Petrea

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                    BNP PARIBAS
                                    AS A LENDER

                                    By /s/ John Stacy
                                       ----------------------------------
                                    Name: John Stacy
                                    Title: Managing Director

                                    By /s/ Angela Arnold
                                       ----------------------------------
                                    Name: Angela Arnold
                                    Title: Vice President

                                    Revolving Commitment:      $21,250,000

For General Notices:

BNP Paribas
1200 Smith Street, #3100
Houston, TX 77002
Telephone: (713) 982-1105
Facsimile: (713) 659-5228
Attention: Mike Shryock

For Administrative/Operations Notices:

BNP Paribas
1200 Smith Street, #3100
Houston, TX 77002
Telephone: (713) 982-1126
Facsimile: (713) 659-5305
Attention: Leah E. Hughes

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                    SUMITOMO MITSUI BANKING CORPORATION
                                    AS A LENDER

                                    By /s/ Peter R. C. Knight
                                       -----------------------------------------
                                    Name: Peter R. C. Knight
                                    Title: Joint General Manager

                                    Revolving Commitment:      $25,000,000

Address for Notices

For General Notices:

Sumitomo Mitsui Banking Corporation
277 Park Avenue, 6th Floor
New York, New York 10172
Telephone: (212) 224-4171
Facsimile: (313) 224-4384
Attention: Eric Seeley

For Administrative/Operations Notices:

Sumitomo Mitsui Banking Corporation
277 Park Avenue, 6th Floor
New York, New York 10172
Telephone: (212) 224-4395
Facsimile: (313) 224-5197
Attention: Ivette Brown

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                    MELLON BANK N.A.
                                    AS A LENDER

                                    By /s/ Mark F. Johnston
                                       -----------------------------------------
                                    Name: Mark F. Johnston
                                    Title: Vice President

                                    Revolving Commitment:      $10,000,000

Address for Notices

For General Notices:

Mellon Bank N.A.
Two Mellon Center, Room 270
Pittsburgh, PA 15259
Telephone: (412) 236-1190
Facsimile: (412) 234-9010
Attention: Jon C. Ritz

For Administrative/Operations Notices:

Mellon Bank N.A.
Two Mellon Center, Room 270
Pittsburgh, PA 15259
Telephone: (412) 234-5767
Facsimile: (412) 209-6124
Attention: Richard Bouchard

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                    CREDIT LYONNAIS NEW YORK BRANCH
                                    AS A LENDER

                                    By /s/ Attila Koc
                                       -----------------------------------------
                                    Name: Attila Koc
                                    Title: Senior Vice President

                                    Revolving Commitment:      $17,500,000

Address for Notices

For General Notices:

Credit Lyonnais Americas
2200 Ross Avenue, Suite 4400 West
Dallas, TX 75201
Telephone: (214) 220-2308
Facsimile: (214) 220-2323
Attention: Brian Myers

For Administrative/Operations Notices:

Credit Lyonnais Americas
1301 Avenue of the Americas
New York, NY 10019
Telephone: (212) 261-7623
Facsimile: (212) 261-7696
Attention: Tommaso Puglisi

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]



                                   SCHEDULE I

                   APPLICABLE MARGIN AND APPLICABLE PERCENTAGE



                                      Applicable    Applicable                            Applicable
                                      Margin for    Margin for        Applicable          Percentage
Pricing            Rating            Eurocurrency   Base Rate       Percentage for      for Letter of
Level             Category              Loans         Loans          Facility Fee        Credit Fees
- ----------------------------------------------------------------------------------------------------
                                                                         
 I              A-OR
                HIGHER/A3 OR
                HIGHER                .625% p.a.      0% p.a.         .125% p.a.          .625% p.a.
- ----------------------------------------------------------------------------------------------------
 II             BBB+/Baa1             .725% p.a.      0% p.a.         .150% p.a.          .725% p.a.
- ----------------------------------------------------------------------------------------------------
 III            BBB /Baa2             .825% p.a.      0% p.a.         .175% p.a.          .825% p.a.
- ----------------------------------------------------------------------------------------------------
 IV             LESS THAN
                BBB/LESS
                THAN Baa2             1.00% p.a.      0% p.a.          .25% p.a.          1.00% p.a.
- ----------------------------------------------------------------------------------------------------


                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 12.1

                                  CERTEGY INC.
                       RATIO OF EARNINGS TO FIXED CHARGES
                       ($ in thousands, except ratio data)




                                                                                                                    YTD
                                                                 YEAR ENDED DECEMBER 31,                          JUNE 30,
                                          ------------------------------------------------------------------    ----------
                                             1998          1999          2000          2001          2002          2003
                                          ----------    ----------    ----------    ----------    ----------    ----------

                                                                                              
EARNINGS:
     Income before income taxes(1) ...    $  101,595    $  128,901    $  146,071    $  143,352    $  145,948    $   56,032
     Add:
          Interest expense ...........           533           901         1,301         7,200         7,120         3,309
          Other adjustments ..........         4,601         5,323         5,603         5,080         4,564         2,447
                                          ----------    ----------    ----------    ----------    ----------    ----------

Total earnings .......................    $  106,729    $  135,125    $  152,975    $  155,632    $  157,632    $   61,788
                                          ==========    ==========    ==========    ==========    ==========    ==========

FIXED CHARGES:
     Interest expense ................    $      533    $      901    $    1,301    $    7,200    $    7,120    $    3,309
     Other adjustments ...............         4,601         5,323         5,603         5,080         4,564         2,447
                                          ----------    ----------    ----------    ----------    ----------    ----------

Total fixed charges ..................    $    5,134    $    6,224    $    6,904    $   12,280    $   11,684    $    5,756
                                          ==========    ==========    ==========    ==========    ==========    ==========


RATIO OF EARNINGS TO FIXED CHARGES ...         20.79         21.71         22.16         12.67         13.49         10.73


(1) Income before income taxes includes minority interests.

For purposes of calculating the ratio of earnings to fixed charges, fixed
charges consist of interest on indebtedness, amortization of deferred financing
costs, and an estimated amount of rental expense that is deemed to be
representative of the interest factor.

                                                                    EXHIBIT 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement and related prospectus of Certegy Inc. for the
registration of $200,000,000 4.75% Notes Due 2008 and to the incorporation by
reference therein of our report dated January 24, 2003, with respect to the
consolidated financial statements of Certegy Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 2002, as amended by Amendment No. 1
on Form 10-K/A, filed with the Securities and Exchange Commission.

                                             /s/ Ernst & Young LLP

Atlanta, Georgia
September 22, 2003

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM T-1

                             ----------------------


                       STATEMENT OF ELIGIBILITY UNDER THE
                  TRUST INDENTURE ACT OF 1939 OF A CORPORATION
                          DESIGNATED TO ACT AS TRUSTEE

                             ----------------------


          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                         PURSUANT TO SECTION 305(b)(2)

                             ----------------------


                                  SUNTRUST BANK
               (Exact name of trustee as specified in its charter)


                                                        
   303 PEACHTREE STREET, 30TH FLOOR              30308                     58-0466330
           ATLANTA, GEORGIA                   (Zip Code)      (I.R.S. employer identification no.)
(Address of principal executive offices)



                             ----------------------


                                  KELLY MATHIS
                                  SUNTRUST BANK
                               25 PARK PLACE, N.E.
                                   24TH FLOOR
                           ATLANTA, GEORGIA 30303-2900
                                 (404) 588-7063
            (Name, address and telephone number of agent for service)

                             ----------------------



                                                                   
            GEORGIA                           CERTEGY INC.                          58-2606325
(State or other jurisdiction of   (exact name of obligor as specified    (IRS employer identification no.)
incorporation or organization)               in its charter)

                                                                                       30004
   11720 AMBER PARK DRIVE, SUITE 600                                                (Zip Code)
          ALPHARETTA, GEORGIA
(Address of principal executive offices)



                             ----------------------


                              4.75% NOTES DUE 2008
                       (Title of the indenture securities)

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





1.       General information.

         Furnish the following information as to the trustee--

                  Name and address of each examining or supervising authority to
                  which it is subject.

                  DEPARTMENT OF BANKING AND FINANCE,
                  STATE OF GEORGIA
                  ATLANTA, GEORGIA

                  FEDERAL RESERVE BANK OF ATLANTA
                  1000 PEACHTREE STREET
                  ATLANTA, GEORGIA

                  FEDERAL DEPOSIT INSURANCE CORPORATION
                  WASHINGTON, D.C.

                  Whether it is authorized to exercise corporate trust powers.

                  YES.


2.       Affiliations with Obligor.

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

         NONE.


3-12     NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE
         ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B
         AND AS SET FORTH IN ITEM 13, THE OBLIGOR IS NOT IN DEFAULT ON ANY
         SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
         TRUSTEE.


13.      Defaults by the Obligor.


         (a)      State whether there is or has been a default with respect to
                  the securities under this indenture. Explain the nature of any
                  such default.

         THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.

         (b)      If the trustee is a trustee under another indenture under
                  which any other securities, or certificates of interest or
                  participation in any other securities, of the obligor are
                  outstanding, or is trustee for more than one outstanding
                  series of securities under the indenture, state whether there
                  has been a default under any such indenture or series,
                  identify the indenture or series affected, and explain the
                  nature of any such default.

         THERE HAS NOT BEEN ANY SUCH DEFAULT.


14-15    NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
         ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS
         SET FORTH IN ITEM 13, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES
         ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE.


                                       2



16.      List of Exhibits.

         List below all exhibits filed as a part of this statement of
         eligibility; exhibits identified in parentheses are filed with the
         Commission and are incorporated herein by reference as exhibits hereto
         pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
         amended, and Rule 24 of the Commission's Rules of Practice.

         (1)      A copy of the Articles of Amendment and Restated Articles of
                  Association of the trustee as now in effect (Exhibit 1 to Form
                  T-1, Registration No. 333-82717 filed by ONEOK, Inc.).

         (2)      A copy of the certificate of authority of the trustee to
                  commence business (Exhibit 2 to Form T-1, Registration No.
                  333-32106 filed by Sabre Holdings Corporation).

         (3)      A copy of the authorization of the trustee to exercise
                  corporate trust powers (Exhibits 2 and 3 to Form T-1,
                  Registration No. 333-32106 filed by Sabre Holdings
                  Corporation).

         (4)      A copy of the existing by-laws of the trustee as now in effect
                  (Exhibit 4 to Form T-1, Registration No. 333-82717 filed by
                  ONEOK, Inc.).

         (5)      Not applicable.

         (6)      The consent of the trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939.

         (7)      A copy of the latest report of condition of the trustee
                  published pursuant to law or the requirements of its
                  supervising or examining authority as of the close of business
                  on June 30, 2003.

         (8)      Not applicable.

         (9)      Not applicable.


                                       3



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Atlanta and the State of Georgia, on the 24th day
of September, 2003.

                                  SUNTRUST BANK


                                  By: /s/ Kelly Mathis
                                      -----------------------------------------
                                      Name: Kelly Mathis
                                      Title: Trust Officer


                                       4



                              EXHIBIT 1 TO FORM T-1

                            ARTICLES OF AMENDMENT AND
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                  SUNTRUST BANK


             (Incorporated by reference from Exhibit 1 to Form T-1,
                Registration No. 333-82717 filed by ONEOK, Inc.)








                              EXHIBIT 2 TO FORM T-1

                            CERTIFICATE OF AUTHORITY
                                       OF
                       SUNTRUST BANK TO COMMENCE BUSINESS


             (Incorporated by reference from Exhibit 2 to Form T-1,
         Registration No. 333-32106 filed by Sabre Holdings Corporation)







                              EXHIBIT 3 TO FORM T-1

                                  AUTHORIZATION
                                       OF
                            SUNTRUST BANK TO EXERCISE
                             CORPORATE TRUST POWERS


          (Incorporated by reference from Exhibits 2 and 3 to Form T-1,
         Registration No. 333-32106 filed by Sabre Holdings Corporation)







                              EXHIBIT 4 TO FORM T-1

                                     BY-LAWS
                                       OF
                                  SUNTRUST BANK


             (Incorporated by reference from Exhibit 4 to Form T-1,
                Registration No. 333-82717, filed by ONEOK, Inc.)









                              EXHIBIT 5 TO FORM T-1


                    (INTENTIONALLY OMITTED. NOT APPLICABLE.)







                              EXHIBIT 6 TO FORM T-1

                               CONSENT OF TRUSTEE


         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, in connection with the proposed issuance of 4.75% Notes Due 2008 of
Certegy Inc., SunTrust Bank hereby consents that reports of examinations by
Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.


                                  SUNTRUST BANK


                                   By: /s/ Kelly Mathis
                                      -----------------------------------------
                                        Name: Kelly Mathis
                                             ----------------------------------
                                        Title: Trust Officer
                                              ---------------------------------













                              EXHIBIT 7 TO FORM T-1

                               REPORT OF CONDITION
                                   (ATTACHED)








================================================================================
SunTrust Bank                               FFIEC 031
303 PEACHTREE STREET, NORTHEAST             Consolidated Report of Condition
ATLANTA, GA 30308                           for June 30, 2003
Certificate Number: 00867
================================================================================

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC - BALANCE SHEET                                                 C400



Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
ASSETS

1. Cash and balances due from depository institutions (from Schedule RC-A):                               RCFD
                                                                                                          ----
                                                                                                                 -------------
   a.  Non-interest bearing balances and currency and coin (1)......................................      0081      4,469,018  1.a
                                                                                                                 -------------
   b.  Interest-bearing balances (2)................................................................      0071         15,820  1.b
                                                                                                                 -------------
2. Securities:
                                                                                                                 -------------
   a.  Held-to-maturity securities (from Schedule RC-B, column A)...................................      1754              0  2.a
                                                                                                                 -------------
   b.  Available-for-sale securities (from Schedule RC-B, column D).................................      1773     19,854,955  2.b
                                                                                                                 -------------
3. Federal funds sold and securities purchased under agreements to resell:                                RCON
                                                                                                          ----
                                                                                                                 -------------
    a. Federal funds sold in domestic offices.......................................................      B987        436,600  3.a
                                                                                                                 -------------
                                                                                                          RCFD
                                                                                                                 -------------
    b. Securities purchased under agreements to resell (3)..........................................      B989      3,771,321  3.b
                                                                                                                 -------------
4. Loans and lease financing receivables (from Schedule RC-C):
                                                                                                                 -------------
   a.  Loans and leases held for sale........................................                             5369      9,037,490  4.a
                                                                                            -----------          -------------
   b.  Loans and leases, net of unearned income..............................      B528     75,008,023                         4.b
                                                                                            -----------
   c.  LESS: Allowance for loan and lease losses.............................      3123        932,810                         4.c
                                                                                            -----------          -------------
   d.  Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)..................      B529     74,075,213
                                                                                                                 -------------
5.  Trading assets (from Schedule RC-D).............................................................      3545      1,472,750  5
                                                                                                                 -------------
6.  Premises and fixed assets (including capitalized leases)........................................      2145      1,296,757  6
                                                                                                                 -------------
7.  Other real estate owned (from Schedule RC-M)....................................................      2150         29,826  7
                                                                                                                 -------------
8.  Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)........      2130              0  8
                                                                                                                 -------------
9.  Customers' liability to this bank on acceptances outstanding....................................      2155         84,980  9
                                                                                                                 -------------
10. Intangible assets:                                                                                                         10
                                                                                                                 -------------
    a. Goodwill.....................................................................................      3163        862,393  10.a
                                                                                                                 -------------
    b. Other intangible assets from Schedule RC-M...................................................      0426        607,990  10.b
                                                                                                                 -------------
11. Other assets (from Schedule RC-F)...............................................................      2160      2,730,050  11
                                                                                                                 -------------
12. Total assets (sum of items 1 through 11)........................................................      2170    118,745,163  12
                                                                                                                 -------------








================================================================================
SunTrust Bank                                  FFIEC 031
303 PEACHTREE STREET, NORTHEAST                Consolidated Report of Condition
ATLANTA , GA 30308                             for June 30, 2003
Certificate Number: 00867
================================================================================

SCHEDULE RC - CONTINUED



                                                                                        Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------

                                                                                                  

LIABILITIES

13. Deposits:                                                                                             RCON
                                                                                                          ----
                                                                                                                 ------------
    a. In domestic offices (sum of totals of columns A and C from Schedule                                2200    74,459,262  13.a
       RC-E, part I):
                                                                                            -----------          ------------
       (1) Noninterest-bearing (4)...........................................      6631     10,248,343                        13.a.1
                                                                                            -----------
       (2) Interest-bearing..................................................      6636     64,210,919                        13.a.2
                                                                                            -----------   RCFN
    b. In foreign offices, Edge and Agreement subsidiaries, and IBFs                                      ----   ------------
       (from Schedule RC-E, part II).........................................                             2200     2,934,964  13.b
                                                                                            -----------          ------------
       (1) Noninterest-bearing (4)...........................................      6631              0                        13.b.1
                                                                                            -----------
       (2) Interest-bearing..................................................      6636      2,934,963                        13.b.2
                                                                                            -----------
14. Federal funds purchased and securities sold under agreements to repurchase:                           RCON
                                                                                                          ----
                                                                                                                 ------------
    a. Federal funds purchased in domestic offices (5)..............................................      B993     8,979,352  14.a
                                                                                                                 ------------
                                                                                                          RCFD
                                                                                                                 ------------
    b. Securities sold under agreements to repurchase (6)...........................................      B995     8,422,227  14.b
                                                                                                                 ------------
15. Trading liabilities (from Schedule RC-D)........................................................      3548     1,179,121  15
                                                                                                                 ------------
16. Other borrowed money (includes mortgage indebtedness and obligations under                                   ------------
    capitalized leases) (from Schedule RC-M)........................................................      3190     7,252,577  16
                                                                                                                 ------------
17. Not applicable..................................................................................
                                                                                                                 ------------
18. Bank's liability on acceptances executed and outstanding........................................      2920        84,980  18
                                                                                                                 ------------
19. Subordinated notes and debentures (7)...........................................................      3200     2,149,629  19
                                                                                                                 ------------
20. Other liabilities (from Schedule RC-G)..........................................................      2930     2,777,007  20
                                                                                                                 ------------
21. Total liabilities (sum of items 13 through 20)..................................................      2948   108,239,119  21
                                                                                                                 ------------
22. Minority interest in consolidated subsidiaries..................................................      3000     1,012,337  22
                                                                                                                 ------------
EQUITY CAPITAL
                                                                                                                 ------------
23. Perpetual preferred stock and related surplus...................................................      3838             0  23
                                                                                                                 ------------
24. Common stock....................................................................................      3230        21,600  24
                                                                                                                 ------------
25. Surplus (exclude all surplus related to preferred stock)........................................      3839     2,734,106  25
                                                                                                                 ------------
26. a. Retained earnings............................................................................      3632     5,845,041  26.a
                                                                                                                 ------------
    b. Accumulated other comprehensive income (8)...................................................      B530       892,960  26.b
                                                                                                                 ------------
27. Other equity capital components (9).............................................................      A130             0  27
                                                                                                                 ------------
28. Total equity capital (sum of items 23 through 27)...............................................      3210     9,493,707  28
                                                                                                                 ------------
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28)...........      3300   118,745,163  29
                                                                                                                 ------------







    MEMORANDUM

    TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.


                                                                     
1.  Indicated in the box at the right the number of the statement
    below that best describes the most comprehensive level of
    auditing work performed for the bank by independent external
    auditors as of any date during 2003                                                                   RCFD        Number
                                                                                                          ----   ------------
                                                                                                          6724           N/A  M.1
                                                                                                                 ------------

1=   Independent audit of the bank conducted in accordance                 5=  Directors' examination of the bank performed by
     with generally accepted auditing standards by a                           other external auditors (may be required by state
     certified public accounting firm which submits a                          chartering authority)
     report on the bank
2=   Independent audit of the bank's parent holding                        6=  Review of the bank's financial statements by external
     company conducted in accordance with generally                            auditors
     accepted auditing standards by a certified public
     accounting firm which submits a report on the
     consolidated holding company (but not on the bank
     separately)
                                                                           7= Compilation of the bank's financial statements by
                                                                               external auditors
3=   Attestation on bank management's assertion on the
     effectiveness of the bank's internal control over                     8=  Other audit procedures (excluding tax preparation
     financial reporting by a certified public accounting                       work)
     firm
4=   Directors' examination of the bank conducted in                       9=  No external audit work
     accordance with generally accepted auditing standards
     by a certified public accounting firm (may be required
     by state chartering authority)



- -----------------
(1)      Includes cash items in process of collection and unposted debits.

(2)      Includes time certificates of deposit not held for trading.

(3)      Includes all securities resale agreements in domestic and foreign
         offices, regardless of maturity.

(4)      Includes total demand deposits and noninterest-bearing time and savings
         deposits.

(5)      Report overnight Federal Home Loan Bank advances and Schedule RC, item
         16, "other borrowed money."

(6)      Includes all securities repurchase agreements in domestic and foreign
         offices, regardless of maturity.

(7)      Includes limited-life preferred stock and related surplus.

(8)      Includes net unrealized holding gains (losses) on available-for-sale
         securities, accumulated net gains (losses) on cash flow hedges,
         cumulative foreign currency translation adjustments, and minimum
         pension liability adjustments.

(9)      Includes treasury stock and unearned Employee Stock Ownership Plan
         Shares.




                              EXHIBIT 8 TO FORM T-1

                    (INTENTIONALLY OMITTED. NOT APPLICABLE.)







                              EXHIBIT 9 TO FORM T-1

                    (INTENTIONALLY OMITTED. NOT APPLICABLE.)

 

EXHIBIT 99.1

CERTEGY INC.

The Exchange Agent (the “Exchange Agent”) for the Exchange Offer is:

SUNTRUST BANK

By Mail, Hand or Overnight Courier:		By Facsimile:
SunTrust Bank		SunTrust Bank
25 Park Place, 24th Floor		Corporate Trust Department, Kelly Mathis
Atlanta, GA 30303-2900		(404) 588-7355
Attention: Corporate Trust Department, Kelly Mathis

For Information or Confirmation by Telephone:

      Delivery of this Letter of Transmittal to an address other than as set forth above or transmission of instructions via a facsimile number other than the one listed above will not constitute valid delivery. The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

      The undersigned hereby acknowledges receipt and review of the Prospectus dated                     ,           (the “Prospectus”) of Certegy Inc. (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange its 4.75% Notes due 2008 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for a like principal amount of its issued and outstanding 4.75% Notes due 2008 (the “Old Notes”), which have not been registered. Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.

      For each Old Note accepted for exchange, the Holder (as defined below) will receive a New Note having a principal amount equal to that of the surrendered Old Note. The New Notes will bear interest from the most recent date to which interest has been paid on the Old Notes. Accordingly, the Holders of Old Notes on the relevant record date for the first interest payment date following completion of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid. Old Notes accepted for exchange will cease to accrue interest from and after the date of completion of the Exchange Offer. Holders whose Old Notes are accepted for exchange

---

 

      The Company reserves the right, at any time and from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the Holders of the Old Notes of any extension by oral or written notice prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

      This Letter of Transmittal is to be used (a) if certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by the Holder, (b) if tender of Old Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”) through DTC Automated Tender Offer Program (“ATOP”), and an Agent’s Message (as defined below) is not delivered as provided below, or (c) if tenders are to be made according to the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

      Any Holder of Old Notes who wishes to tender its Old Notes must, prior to the Expiration Date, either: (a) complete, sign and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person or to the address or facsimile number set forth above and tender (and not withdraw) its Old Notes, or (b) if a tender of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, confirm such book-entry transfer, including the delivery of an Agent’s Message, in each case in accordance with the procedures for tendering described in the Instructions to this Letter of Transmittal.

      Holders of Old Notes who wish to tender but whose certificates are not immediately available, or who are unable to deliver their certificates (or confirmation of the book-entry transfer of their Old Notes into the Exchange Agent’s account at DTC) and all other documents required hereby to the Exchange Agent before the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” in the prospectus. See Instructions 1 and 3.

      Holders of Old Notes who are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute their tender through ATOP. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an Agent’s Message (as defined below) to the Exchange Agent for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal by the participant(s) identified in the Agent’s Message. Accordingly, this Letter of Transmittal need not be completed by a holder tendering through ATOP. As used herein, the term “Agent’s Message” means, with respect to any tendered Old Notes, a message transmitted by DTC to and received by the Exchange Agent and forming part of a book-entry confirmation, stating that DTC has received an express acknowledgment from each tendering participant to the effect that, with respect to those Old Notes, the participant has received and agrees to be bound by this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against the participant.

      Delivery of this Letter of Transmittal and any other required documents must be made to the Exchange Agent. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

      Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the Old Notes validly tendered and not withdrawn and the issuance of the New Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Company has given written notice thereof to the Exchange Agent.

2

---

 

      PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND LETTER OF TRANSMITTAL SHOULD BE DIRECTED TO THE EXCHANGE AGENT AT (404) 588-7063, OR AT ITS ADDRESS SET FORTH ABOVE.

      Holders who wish to tender their Old Notes must complete this Letter of Transmittal in its entirety and comply with all of its terms.

3

---

 

      Please list below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule, attached hereto. The minimum permitted tender is $1,000 in principal amount. All other tenders must be in integral multiples of $1,000.

DESCRIPTION OF OLD NOTES TENDERED
		Aggregate*		Registered
Name(s) and Address(es) of Registered Holder(s)		Principal Amount		Numbers**
Attach separate schedule if necessary

	*	Unless otherwise indicated, any tendering Holder of Old Notes will be deemed to have tendered the entire aggregate principal amount represented by such Old Notes. All tenders must be in integral multiples of $1,000.

**	Need not be completed by book-entry Holders.

4

---

 

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

Ladies and Gentlemen:

      Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers to the Company all right, title and interest in and to the Old

5

---

 

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and to acquire the New Notes issuable upon the exchange of such tendered Old Notes, and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are accepted for exchange by the Company. The undersigned has read and agrees to all of the terms of the Exchange Offer.

      The undersigned acknowledge(s) that this Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988), Morgan Stanley Co. Inc., SEC No-Action Letter (available June 5, 1991), Mary Kay Cosmetics, Inc., SEC No-Action Letter (available June 5, 1991), and Shearman & Sterling SEC No-Action Letter (available July 2, 1993), that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holders’ business and such Holders are not engaging in and do not intend to engage in a distribution of the New Notes and have no arrangement or understanding with any person to participate in a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. The undersigned hereby further represent(s) to the Company that (i) any New Notes acquired in exchange for Old Notes tendered hereby are being acquired in the ordinary course of business of the person receiving such New Notes, whether or not the undersigned is such person, (ii) neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of the New Notes, (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iv) neither the Holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or, if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (v) if the undersigned is a broker-dealer, such person has acquired the Old Notes as a result of market-making activities or other trading activities.

      If the undersigned or the person receiving the New Notes is a broker-dealer that is receiving New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, the undersigned acknowledges that it or such other person will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that the undersigned or such other person is an “underwriter” within the meaning of the Securities Act.

      The undersigned acknowledges that if the undersigned is participating in the Exchange Offer for the purpose of distributing the New Notes (i) the undersigned cannot rely on the position of the staff of the SEC in certain no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure to comply with such requirements in such instance could result in the undersigned incurring liability under the Securities Act for which the undersigned is not indemnified by the Company.

6

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      If the undersigned or the person receiving the New Notes is an “affiliate” (as defined in Rule 405 under the Securities Act), the undersigned represents to the Company that the undersigned understands and acknowledges that the New Notes may not be offered for resale, resold or otherwise transferred by the undersigned or such other person without registration under the Securities Act or an exemption therefrom.

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, including the transfer of such Old Notes on the account books maintained by DTC.

      For purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Company gives oral or written notice thereof to the Exchange Agent. Any tendered Old Notes that are not accepted for exchange pursuant to the Exchange Offer for any reason will be returned, without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under “Special Delivery Instructions” without expense to the tendering Holder thereof, (or, in the case of tender by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described in the Prospectus under the “The Exchange Offer — Procedures for Tendering,” such non-exchanged Old Notes will be credited to an account maintained with such book-entry transfer facility) as promptly as practicable after expiration or termination of the Exchange Offer.

      The undersigned understands and acknowledges that the Company reserves the right in its sole discretion to purchase or make offers for any Old Notes that remain outstanding subsequent to the Expiration Date or, as set forth in the Prospectus under the caption “Exchange Offer — Expiration Date, Extensions, and Amendments,” to terminate the Exchange Offer and, to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the Exchange Offer.

      All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in the “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.

      The undersigned acknowledges that the Company’s acceptance of properly tendered Old Notes pursuant to the procedures described under the caption “The Exchange Offer — Procedures for Tendering” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned also agrees that acceptance of any tendered Old Notes by the Company and the issuance of New Notes in exchange therefor shall constitute performance in full by the Company of obligations under the Exchange Offer and registration rights agreement (referred to under the caption “The Exchange Offer — Purpose and Effect of the Exchange Offer in the Prospectus) and that, upon the issuance of the New Notes, the Company will have no further obligations or liabilities thereunder (except in certain limited circumstances).

      By acceptance of the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer hereby acknowledges and agrees that, upon the receipt of notice by the Company of the happening of any event that makes any statement in the Prospectus untrue in any material respect or that requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer.

      Unless otherwise indicated under “Special Issuance Instructions,” please issue the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged, in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail or deliver the New Notes issued in exchange for the Old Notes accepted for exchange and any Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Issuance Instructions” and “Special Delivery Instructions”

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      Complete the information in the blanks below this paragraph ONLY if either (i) New Notes issued in exchange for Old Notes, certificates for Old Notes in a principal amount not exchanged for New Notes, or Old Notes not tendered for exchange are to be issued in the name of someone other than the undersigned or (ii) Old Notes tendered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained by DTC other than the account indicated above.

Issued to:

Name(s):

Address:

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Taxpayer Identification or Social Security Number:

Credit Old Notes not exchanged and delivered by book-entry transfer to the DTC account set forth below:

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SPECIAL DELIVERY INSTRUCTIONS

      Complete the information in the blanks below this paragraph ONLY if New Notes issued in exchange for Old Notes, certificates for Old Notes in a principal amount not exchanged for New Notes, or Old Notes not tendered for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail to:

Name(s):

Address:

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Taxpayer Identification or Social Security Number:

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INSTRUCTIONS

      1. Delivery of this Letter of Transmittal and Old Notes or Book-Entry Confirmations; Guaranteed Delivery Procedures.

      All physically delivered Old Notes or any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Old Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company.

      Holders of Old Notes whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely bases, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to the such procedures:

      (a) such tender must be made by or through an Eligible Institution (defined as an institution that is a recognized member in good standing of a Medallion Signature Guarantee Program recognized by the exchange agent, i.e., the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program and the New York Stock Exchanges Medallion Signature Program);

      (b) prior to the Expiration Date, the exchange agent must have received from such Eligible Institution, at one of the addresses of the exchange agent set forth herein, a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile, mail or hand delivery) substantially in the form provided by the Company setting forth the name(s) and address(es) of the registered holder(s) of such Old Notes, the certificate number(s) and the principal amount of Old Notes being tendered for exchange and stating that the tender is being made thereby and guaranteeing that, within three (3) New York Stock Exchange trading days after the Expiration Date, a properly completed and duly executed Letter of Transmittal, or a facsimile thereof, together with certificates representing the Old Notes (or confirmation of book-entry transfer of such Old Notes into the exchange agents account with DTC and an Agents Message) and any other documents required by this Letter of Transmittal and the instructions hereto, will be deposited by such Eligible Institution with the exchange agent; and

      (c) this Letter of Transmittal or a facsimile thereof, properly completed together with duly executed certificates for all physically delivered Old Notes in proper form for transfer (or confirmation of book-entry transfer of such Old Notes into the exchange agents account with DTC as described above) and all other required documents must be received by the exchange agent within three (3) New York Stock Exchange trading days after the date of the Notice of Guaranteed Delivery.

      Any holder of Old Notes who wishes to tender Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their Outstanding Notes according to the guaranteed delivery procedures set forth above. See “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

      All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Old Notes for exchange.

      2. Partial Tenders (Not Applicable to Holders of Old Notes Who Tender by Book Entry Transfer). Tenders of Old Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Old Notes is tendered, the tendering Holder should fill in the principal amount tendered in the box entitled “Description

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      3. Tender by Holder; Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Medallion Guarantee of Signatures.

      Only a holder of Old Notes may tender such Old Notes in the Exchange Offer. Any beneficial holder of Old Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on his behalf or must, prior to completing and executing this Letter of Transmittal and delivering its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such holder’s name or obtain a properly completed bond power from the registered holder.

      If this Letter of Transmittal (or facsimile hereof) is signed by the record Holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the Holder of the Old Notes.

      If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder or Holders of Old Notes listed and tendered hereby and the Exchange Note(s) issued in exchange therefor are to be issued (or any untendered principal amount of Old Notes is to be reissued) to the registered Holder, the said Holder need not and should not endorse any tendered Old Notes, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

      If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder or Holders of any Old Notes listed, such Old Notes must be endorsed or accompanied by appropriate bond powers, in each case signed as the name of the registered Holder or Holders appears on the Old Notes. If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Letter of Transmittal. Endorsements on Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

      No signature guarantee is required if (i) this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered herewith (or by a participant in DTC whose name appears on a security position listing as the owner of the tendered Old Notes) and the issuance of New Notes (and any Old Notes not tendered or not accepted) are to be issued directly to such registered holder(s) (or, if signed by a participant in DTC, any New Notes or Old Notes not tendered or not accepted are to be deposited to such participant’s account at DTC) and neither the box entitled “Special Delivery Instructions” nor the box entitled “Special Registration Instructions” has been completed, or (ii) such Old Notes are tendered for the account of an Eligible Institution. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution.

      4. Special Issuance and Delivery Instructions. Tendering holders should indicate, in the applicable box or boxes, the name and address (or account at DTC) to which New Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. A Holder of Old Notes tendering Old Notes by book-entry transfer may request that Old Notes not accepted for exchange be credited to such account maintained at DTC as such Holder may designate.

      5. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, New Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the

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      EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES LISTED IN THIS LETTER OF TRANSMITTAL.

      6. Substitute Form W-9. Each tendering Holder (or other recipient of any New Notes) is required to provide the Exchange Agent with a correct taxpayer identification number (“TIN”), generally the Holder’s Social Security or Federal Employer Identification Number, and with certain other information, on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify that the holder (or other person) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering Holder (or other person) to a $50 penalty imposed by the Internal Revenue Service and 31% federal income tax backup withholding on any payment. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering holder (or other person) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Exchange Agent is not provided with a TIN by the time of payment, the Exchange Agent will withhold 31% on all reportable payments, if any, until a TIN is provided to the Exchange Agent. If the Old Notes are registered in more than one name or are not in the name of the actual owner, see the attached “Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9” for information on which TIN to report. The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company’s obligation regarding backup withholding.

      7. Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), and acceptance of tendered Old Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not validly tendered or any Old Notes, the Company’s acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The Company also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Old Notes as to any ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (which includes this Letter of Transmittal and the instructions hereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Tenders of Old Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. Neither the Company, the Exchange Agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Old Notes, or will incur any liability to registered Holders of Old Notes for failure to give such notice.

      8. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the Prospectus.

      9. No Conditional Tender. No alternative, conditional, irregular or contingent tender of Old Notes on transmittal of this Letter of Transmittal will be accepted.

      10. Mutilated, Lost, Stolen, or Destroyed Old Notes. Any Holder whose Old Notes have been mutilated, lost, stolen, or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

      11. Requests for Assistance or Additional Copies. Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

      12. Withdrawal. Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.”

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IMPORTANT TAX INFORMATION

      Under federal income tax law, a Holder whose tendered Old Notes are accepted for payment is required to provide the Exchange Agent with the Holder’s current TIN on Substitute Form W-9 below, or, alternatively, to establish another basis for an exemption from backup withholding. If the Holder is an individual, the TIN is his or her Social Security number. If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, any payment made to the Holder or other payee with respect to Old Notes exchanged pursuant to the Exchange Offer may be subject to a 31% back-up withholding tax.

      Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that Holder must submit to the Exchange Agent a properly completed Internal Revenue Service Form W-8 (a “Form W-8”), signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8 can be obtained from the Exchange Agent. See the attached “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

      If backup withholding applies, the Exchange Agent is required to withhold 31% of any payment made to the Holder or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

      Purpose of Substitute Form W-9. To prevent backup withholding on any payment made to a Holder or other payee with respect to Old Notes exchanged pursuant to the Exchange Offer, the Holder is required to notify the Exchange Agent of the Holder’s current TIN (or the TIN of any other payee) by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that the Holder is awaiting a TIN), and that (i) the Holder has not been notified by the Internal Revenue Service that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the Holder that the Holder is no longer subject to backup withholding.

      What Number to Give the Exchange Agent. The Holder is required to give the Exchange Agent the TIN (e.g. Social Security number or Federal Employer Identification Number) of the registered owner of the Old Notes. If the Old Notes are registered in more than one name or are not registered in the name of the actual owner, consult the attached “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

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SUBSTITUTE FORM W-9

PAYOR’S NAME: CERTEGY INC.
SUBSTITUTE FORM W-9		Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.		Social Security Number or Employer Identification Number

Department of the Treasury Internal Revenue Service		Part 2 — CERTIFICATION: Under penalties of perjury, I certify that:
Payor’s Request for Taxpayer Identification Number (“TIN”)		(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me; and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.

		Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return.		Part 3 — Awaiting TIN     o
		Signature		Date

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE NEW NOTES. PLEASE REVIEW THE ATTACHED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature ______________________________  Date ______________________________  

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

Guidelines for Determining the Proper Identification Number to Give the Payer.—Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification number have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

				Give the
				SOCIAL SECURITY
For this type of account:				number of—
1.		An individual’s account		The individual
2.		Two or more individuals (joint account)		The actual owner of the account or, if combined funds, any one of the individuals(1)
3.		Husband and wife		The actual owner of the account or, if joint funds, either person(1)
4.		Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
5.		Adult and minor (joint account)		The adult or, if the minor is the only contributor, the minor(1)
6.		Account in the name of guardian or committee for a designated ward, minor, or incompetent person		The ward, minor, or incompetent person(3)
7.		a. The usual revocable savings trust account (grantor is also trustee)		The grantor- trustee(1)
		b. So-called trust account that is not a legal or valid trust under State law		The actual owner(1)
8.		Sole proprietor account		The owner(4)
9.		A valid trust, estate, or pension trust		The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity is not designated in the account)(5)
10.		Corporate account		The corporation
11.		Religious, charitable, or educational organization account		The organization
12.		Partnership account held in the name of the business		The partnership
13.		Association, club, or other tax-exempt organization		The organization
14.		A broker or registered nominee		The broker or nominee
15.		Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that received agricultural program payments		The public entity

(1)	List first and last name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.
(4)	Show the name of the owner, either as an individual, business, or “doing business as” name.
(5)	List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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Payees Exempt from Backup Withholding

	• A corporation.
	• A financial institution.
	• An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(F)(2).
	• The United States or any agency or instrumentality thereof.
	• A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.
	• A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.
	• An international organization or any agency of or instrumentality thereof.
	• A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.
	• A real estate investment trust.
	• A common trust fund operated by a bank under Section 584(a).
	• An exempt charitable remainder trust, or a non-exempt trust described in Section 4947(a)(1).
	• An entity registered at all times under the Investment Company Act of 1940.
	• A foreign central bank of issue.

	• Payments to nonresident aliens subject to withholding under Section 1441.
	• Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.
	• Payments of patronage dividends where the amount renewed is not paid in money.
	• Payments made by certain foreign nations.
	• Payments made to a nominee.

	• Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest if $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payee.
	• Payments of tax-exempt interest (including exempt-interest dividends in Section 852).
	• Payments described in Section 6049(b)(5) to non-resident alien.
	• Payments on tax-free covenant bonds under Section 1451.
	• Payments made by certain foreign organizations.
	• Payments made to a nominee.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

   Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045 and 6050A.

   Privacy Act Notice. — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payee. Certain penalties may also apply.

Penalties:

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

 

CERTEGY INC.

NOTICE OF GUARANTEED DELIVERY

Pursuant to the Prospectus dated                             , 200                                          

        As set forth in the Prospectus dated                     , (the “Prospectus”) of Certegy Inc., a Georgia corporation (the “Company”), and in the accompanying letter of transmittal and instructions thereto (the “Letter of Transmittal”), this form (or a facsimile hereof), one substantially equivalent hereto, or the electronic form used by The Depository Trust Company (“DTC”) for this purpose, must be used to accept the Company’s offer to exchange (the “Exchange Offer”) up to $200,000,000 aggregate principal amount of 4.75% Notes due 2008, which have been registered under the Securities Act of 1933, as amended (the “New Notes”), for the remaining outstanding unregistered $200,000,000 aggregate principal amount of 4.75% Notes due 2008 (the “Old Notes”), if (i) certificates for the Old Notes are not lost but are not immediately available to the registered holder of such Old Notes, (ii) if time will not permit the Letter of Transmittal, certificates representing such Old Notes or other required documents to reach SunTrust Bank (the “Exchange Agent”) prior to the Expiration Date (as defined below), or (iii) if a participant in DTC is unable to complete the procedures for book-entry transfer on a timely basis of Old Notes to the account maintained by the Exchange Agent at DTC. This form (or a facsimile hereof), or one substantially equivalent hereto may be delivered by mail (registered or certified mail is recommended), by facsimile transmission, by hand or overnight carrier to the Exchange Agent as set forth below. All capitalized terms used herein and not defined herein have the meanings assigned to them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

SunTrust Bank

By Mail, Hand or Overnight Courier:		By Facsimile:
SunTrust Bank 25 Park Place, 24th Floor Atlanta, GA 30303-2900 Attention: Corporate Trust Department, Kelly Mathis		SunTrust Bank Corporate Trust Department, Kelly Mathis (404) 588-7355

For Information or Confirmation by Telephone:

      Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via a facsimile number other than the one listed above will not constitute valid delivery.

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      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

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      The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and in the Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 1 of the Letter of Transmittal. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Notes set forth in the Letter of Transmittal.

      The undersigned understands that tenders of Old Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. Tenders of Old Notes may be withdrawn if the exchange offer is terminated or as otherwise provided in the Prospectus.

      The undersigned understands that the exchange of Old Notes for New Notes will only be made after receipt by the Exchange Agent within three (3) business days of the Expiration Date of:

	(i) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) with any required signature guarantees,
	(ii) certificates representing the old notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, pursuant to the procedure for book-entry transfer set forth in the Prospectus), and
	(iii) this Notice of Guaranteed Delivery together with any required documents.

      All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

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CERTEGY INC.

OFFER TO EXCHANGE

To Brokers, Dealers, Commercial Banks,

      We are enclosing herewith an offer by Certegy Inc., a Georgia corporation (the “Company”), to exchange the Company’s 4.75% Notes due 2008 (the “New Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding 4.75% Notes due 2008 (the “Old Notes”) which have not been registered, upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated                     ,           (as the same amended and supplemented from time to time, the “Prospectus”), and related Letter of Transmittal (which together with the Prospectus constitutes the “Exchange Offer”).

      For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

	1. A Prospectus dated                     ,           ;
	2. A Letter of Transmittal for your use and for the information of your clients;
	3. A printed form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;
	4. A Notice of Guaranteed Delivery; and
	5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 of the Internal Revenue Service (included in the Letter of Transmittal after the instructions thereto).

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

      The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

      Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) any New Notes acquired in exchange for Old Notes tendered hereby are being acquired in the ordinary course of business of the person receiving such New Notes, whether or not the undersigned is such person, (ii) neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of the New Notes, (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iv) neither the Holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or, if it is an affiliate, it will comply with the registration and

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      The enclosed letter to clients contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

      The Company will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal.

      Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent at the following telephone number: (404) 588-7063.

	Very truly yours,
	Certegy Inc.

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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CERTEGY INC.

OFFER TO EXCHANGE

To Our Clients:

      Enclosed for your consideration are the Prospectus dated           ,      (as the same may be amended and supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which together with the Prospectus constitute the “Exchange Offer”), in connection with the offer by Certegy Inc., a Georgia corporation (the “Company”), to exchange the Company’s 4.75% Notes due 2008 (the “New Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding 4.75% Notes due 2008 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer.

      We are holding Old Notes for your account. An exchange of the Old Notes can be made only by us and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Old Notes held by us for your account.

      We request information as to whether you wish us to exchange any or all of the Old Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer. We urge you to read carefully the Prospectus and the Letter of Transmittal and other material provided herewith before instructing us to tender you Old Notes. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

      Your attention is directed to the following:

      1. The forms and terms of the New Notes are the same in all material respects as the forms and terms of the Old Notes (which they replace), except that the New Notes have been registered under the Securities Act. Interest on the New Notes will accrue from the most recent March 15 or September 15 on which interest was paid or provided for on the Old Notes.

      2. Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), as set forth in certain interpretive letters addressed to third parties in other transactions, New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder which is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holder’s

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      3. The Exchange Offer is not conditioned on any minimum aggregate principal amount of Old Notes being tendered. The New Notes will be exchanged for the Old Notes at the rate of $1,000 principal amount of New Notes for $1,000 principal amount of Old Notes.

      4. Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any New Notes for, any Old Notes and may terminate the Exchange Offer (whether or not any Old Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under “The Exchange Offer — Conditions to the Exchange Offer” have occurred or exist or have not been satisfied.

      5. Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, if such Old Notes have not previously been accepted for exchange pursuant to the Exchange Offer.

      6. Any transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in Instruction 5 of the Letter of Transmittal.

      If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, detaching and returning to us the instruction form attached hereto. An envelope to return your instructions is enclosed. If you authorize a tender of your Old Notes, the entire principal amount of Old Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

      The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of the Old Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable securities law.

	Very truly yours,

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CERTEGY INC.

OFFER TO EXCHANGE

Instructions from Beneficial Owner

      The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal in connection with the offer by the Company to exchange New Notes for Old Notes.

      This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal.

      The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in the amount):

      $                              of the Old Notes.

      With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

      [                              ] To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

      $                              of the Old Notes.

      [                              ] NOT to TENDER any Old Notes held by you for the account of the undersigned.

      If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized:

	•	To make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that:

	•	any New Notes acquired in exchange for Old Notes tendered hereby are being acquired in the ordinary course of business of the person receiving such New Notes, whether or not the undersigned is such person,
	•	neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of the New Notes,
	•	neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes,
	•	neither the Holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company,
	•	if the undersigned is a broker-dealer, such person has acquired the Old Notes as a result of market-making activities or other trading activities,
	•	if the undersigned or the person receiving the New Notes is a broker-dealer that is receiving New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, the undersigned acknowledges that it or such other person will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a

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		prospectus, the undersigned will not be deemed to admit that the undersigned or such other person is an “underwriter” within the meaning of the Securities Act.
	•	The undersigned acknowledges that if the undersigned is participating in the Exchange Offer for the purpose of distributing the New Notes (i) the undersigned cannot rely on the position of the staff of the SEC in certain no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure to comply with such requirements in such instance could result in the undersigned incurring liability under the Securities Act for which the undersigned is not indemnified by the Company.
	•	If the undersigned or the person receiving the New Notes is an “affiliate” (as defined in Rule 405 under the Securities Act), the undersigned represents to the Company that the undersigned understands and acknowledges that the New Notes may not be offered for resale, resold or otherwise transferred by the undersigned or such other person without registration under the Securities Act or an exemption therefrom.

	•	to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and
	•	to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Old Notes.

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