The revolving credit facility was entered into on July 14, 2004, and is part of the Company's $600.0 million senior credit facilities (the "Senior Credit Facilities"). The revolving credit facility is scheduled to mature in July 2009. Borrowings under the revolving credit facility bear interest at varying rates equal to the Eurodollar rate plus 1.75% (the "Eurodollar Rate"), or the prime rate plus .75% (the "Prime Rate"), at the Company's election. Of the total amount outstanding, $40.0 million bears interest at the Eurodollar Rate, and the remaining $32.0 million bears interest at the Prime Rate. Of the $32.0 million bearing interest at the Prime Rate, $24.0 million will be converted to the Eurodollar Rate effective on September 22, 2005. The Senior Credit Facilities are secured by a security interest in substantially all of the Company's tangible and intangible assets, including intellectual property. The Senior Credit Facilities are also secured by a pledge of the capital stock of the Company's U.S. subsidiaries, and a portion of the capital stock of the Company's international subsidiaries.

Events of default under the Senior Credit Facilities include customary events, such as a cross-acceleration provision in the event that the Company defaults on other debt. In addition, an event of default under the Senior Credit Facilities would occur if there is a change of control of the Company. This is defined to include the case where a third party becomes the beneficial owner of 35% or more of the Company's voting stock or certain changes in the Company's Board of Directors occurs. An event of default would also occur if one or more judgments were entered against the Company of $20.0 million or more and such judgments were not satisfied or bonded pending appeal within 30 days after entry. The Company is also required to comply with several financial covenants, including a maximum consolidated leverage ratio, a minimum consolidated interest coverage ratio and a minimum fixed charge coverage ratio.