<PAGE>
                                                                   EXHIBIT 10.58


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




DEBTOR-IN-POSSESSION BOND SUPPORT CREDIT AGREEMENT

Dated as of October 5, 2001


among


RAILWORKS CORPORATION,
a Debtor and Debtor-in-Possession


as Borrower,



CERTAIN SUBSIDIARIES OF THE BORROWER,
as Debtors and Debtors-in-Possession,

as Guarantors,


THE LENDERS PARTY HERETO,

ANY ISSUER PARTY HERETO
and

CSFB GLOBAL OPPORTUNITIES ADVISERS, LLC,


as Administrative Agent



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


<PAGE>


TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                 PAGE

<S>                                                                                                              <C>
ARTICLE I DEFINITIONS.............................................................................................2
         Section 1.01      Definitions............................................................................2
         Section 1.02      Computation of Time Periods...........................................................14
         Section 1.03      Accounting Terms; Certain Calculations................................................15
         Section 1.04      Certain Terms.........................................................................15

ARTICLE II THE LOANS.............................................................................................15
         Section 2.01      Loans.................................................................................15
         Section 2.02      Letters of Credit.....................................................................15
         Section 2.03      Method of Borrowing and Issuance......................................................16
         Section 2.04      Funding of Borrowings.................................................................16
         Section 2.05      Repayment.............................................................................17
         Section 2.06      Prepayments...........................................................................17
         Section 2.07      Notes.................................................................................17
         Section 2.08      Additional Provisions Relating to Letters of Credit...................................18
         Section 2.09      Reduction and Expiration of Commitments...............................................21
         Section 2.10      Fees..................................................................................21
         Section 2.11      Interest..............................................................................22
         Section 2.12      Capital Adequacy......................................................................22
         Section 2.13      Increased Costs.......................................................................23
         Section 2.14      Payments and Computations.............................................................23
         Section 2.15      Taxes.................................................................................23
         Section 2.16      Sharing of Payments, Etc..............................................................25

ARTICLE III CONDITIONS...........................................................................................25
         Section 3.01      Conditions Precedent to Initial Loans and Letter of Credit............................25
         Section 3.02      Conditions Precedent to Each Loan and Letter of Credit................................27

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................28
         Section 4.01      Financial Condition...................................................................29
         Section 4.02      No Changes or Restricted Payments.....................................................29
         Section 4.03      Organization; Existence; Compliance with Law..........................................29
         Section 4.04      Power; Authorization; Enforceable Obligations.........................................30
         Section 4.05      [Reserved.]...........................................................................30
         Section 4.06      No Material Litigation................................................................30
         Section 4.07      No Default............................................................................30
         Section 4.08      Ownership of Property; Liens..........................................................30
         Section 4.09      Intellectual Property.................................................................31
         Section 4.10      No Burdensome Restrictions............................................................31
         Section 4.11      Taxes.................................................................................31
         Section 4.12      ERISA.................................................................................31
         Section 4.13      Governmental Regulations, Etc.........................................................32
         Section 4.14      Subsidiaries and Guarantors...........................................................33
         Section 4.15      Use of Proceeds and Letters of Credit.................................................33
         Section 4.16      Environmental Matters.................................................................33
         Section 4.17      Disclosure............................................................................34
         Section 4.18      Bank Accounts.........................................................................34
         Section 4.19      Insurance.............................................................................34
         Section 4.20      Labor Matters.........................................................................35
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE V AFFIRMATIVE COVENANTS..................................................................................35
         Section 5.01      Financial Statements..................................................................35
         Section 5.02      Certificates; Other Information.......................................................38
         Section 5.03      Notices...............................................................................39
         Section 5.04      Payment of Obligations................................................................40
         Section 5.05      Conduct of Business and Maintenance of Existence......................................40
         Section 5.06      Maintenance of Property; Insurance....................................................41
         Section 5.07      Books and Records; Inspection of Property; Discussions................................41
         Section 5.08      Environmental Laws....................................................................42
         Section 5.09      Additional Guaranties and Stock Pledges...............................................42
         Section 5.10      Ownership of Subsidiaries.............................................................42
         Section 5.11      Use of Proceeds and Letters of Credit.................................................42
         Section 5.12      Compliance with Budgets...............................................................43
         Section 5.13      Transit Payment Accounts; Payments....................................................43
         Section 5.14      Payment of Taxes, Etc.................................................................43
         Section 5.15      Collateral Documents..................................................................43

ARTICLE VI NEGATIVE COVENANTS....................................................................................44
         Section 6.01      Indebtedness..........................................................................44
         Section 6.02      Liens.................................................................................44
         Section 6.03      Consolidation, Merger, Divestiture, etc...............................................45
         Section 6.04      Acquisitions..........................................................................45
         Section 6.05      Investments...........................................................................45
         Section 6.06      Ownership of Equity Interests.........................................................45
         Section 6.07      Fiscal Year...........................................................................45
         Section 6.08      Restricted Payments...................................................................45
         Section 6.09      Sale Leasebacks.......................................................................45
         Section 6.10      No Further Negative Pledges...........................................................45
         Section 6.11      Limitations on Transactions with Affiliates...........................................46
         Section 6.12      Payment of Other Indebtedness.........................................................46
         Section 6.13      Investment Banking and Finder's Fees..................................................46
         Section 6.14      Maximum Consolidated Capital Expenditures.............................................47
         Section 6.15      No Material Pleadings.................................................................47
         Section 6.16      Modification of Contractual Obligations...............................................47
         Section 6.17      Accounting Changes....................................................................47

ARTICLE VII EVENTS OF DEFAULT....................................................................................47
         Section 7.01      Events of Default.....................................................................47
         Section 7.02      Acceleration; Remedies................................................................50

ARTICLE VIII GUARANTY............................................................................................51
         Section 8.01      The Guarantee.........................................................................51
         Section 8.02      Obligations Unconditional.............................................................51
         Section 8.03      Reinstatement.........................................................................52
         Section 8.04      Certain Additional Waivers............................................................52
         Section 8.05      Remedies..............................................................................52
         Section 8.06      Rights of Contribution................................................................53
         Section 8.07      Continuing Guarantee..................................................................53

ARTICLE IX SECURITY..............................................................................................53
         Section 9.01      Priority and Liens....................................................................53

ARTICLE X THE ADMINISTRATIVE AGENT...............................................................................54
         Section 10.01     Appointment...........................................................................54
         Section 10.02     Delegation of Duties..................................................................55
         Section 10.03     Exculpatory Provisions................................................................55
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         Section 10.04     Reliance On Communications............................................................55
         Section 10.05     Notice of Default.....................................................................56
         Section 10.06     Non-Reliance On Administrative Agent and Other Lenders................................56
         Section 10.07     Indemnification.......................................................................56
         Section 10.08     Administrative Agent In Its Individual Capacity.......................................57
         Section 10.09     Successor Administrative Agent........................................................57

ARTICLE XI MISCELLANEOUS.........................................................................................57
         Section 11.01     Notices...............................................................................57
         Section 11.02     Right of Set-Off......................................................................58
         Section 11.03     Benefit of Agreement..................................................................59
         Section 11.04     No Waiver; Remedies Cumulative........................................................60
         Section 11.05     Payment of Expenses; Indemnification..................................................61
         Section 11.06     Amendments, Waivers and Consents......................................................61
         Section 11.07     Counterparts..........................................................................62
         Section 11.08     Headings..............................................................................62
         Section 11.09     Survival..............................................................................62
         Section 11.10     Governing Law; Submission to Jurisdiction; Venue......................................63
         Section 11.11     Severability..........................................................................63
         Section 11.12     Entirety..............................................................................63
         Section 11.13     Binding Effect; Termination...........................................................64
         Section 11.14     Confidentiality.......................................................................64
         Section 11.15     Source of Funds.......................................................................64
         Section 11.16     Conflict..............................................................................65
         Section 11.17     Limitation on Liability...............................................................65

SCHEDULES
Schedule I                 Commitments
Schedule II                Existing Liens
Schedule III               Equipment Sold
Schedule 4.02              No Changes
Schedule 4.08              Liens
Schedule 4.14(a)           Subsidiaries
Schedule 4.14(b)           Guarantors
Schedule 4.18              Bank Accounts
Schedule 11.01             Lenders' Addresses

EXHIBITS

Exhibit A                  Form of Note
Exhibit B                  Form of Notice of Borrowing
Exhibit C                  Form of Joinder Agreement
Exhibit D                  Form of Interim DIP Financing Order
Exhibit E                  Form of Compliance Certificate
Exhibit F                  Form of Assignment and Acceptance
</TABLE>



                                      iii

<PAGE>


     DEBTOR-IN-POSSESSION BOND SUPPORT CREDIT AGREEMENT, dated as of October 5,
2001, by and among RAILWORKS CORPORATION, a Delaware corporation, as a debtor
and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as hereinafter
defined) (the "Borrower"), the lenders from time to time party hereto (each a
"Lender" and collectively, the "Lenders"), any issuer of Letters of Credit (as
hereinafter defined) party hereto, the Guarantors (as hereinafter defined), and
CSFB GLOBAL OPPORTUNITIES ADVISERS, LLC ("CSFB"), as administrative agent (in
such capacity, the "Administrative Agent"),


W I T N E S S E T H

     WHEREAS, on September 20, 2001 (the "Filing Date"), the Borrower and its
Domestic Subsidiaries (as hereinafter defined) each filed a voluntary petition
for relief (collectively, the "Bankruptcy Cases") under Chapter 11 of the
Bankruptcy Code with the United States Bankruptcy Court for the District of
Maryland (Baltimore Division) (the "Bankruptcy Court"); and

     WHEREAS, the Credit Parties (as hereinafter defined) continue to operate
their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code; and

     WHEREAS, the Credit Parties have an immediate need for funds to continue to
operate their businesses and the Credit Parties have been unable to obtain
sufficient unsecured credit or to incur sufficient unsecured debt from any other
source sufficient to continue their business operations; and

     WHEREAS, the Borrower has requested that the Lenders and the Issuer extend
credit to the Borrower through a post-petition financing facility in an
aggregate principal amount of up to $40,000,000; and

     WHEREAS, the Credit Parties have agreed to secure their obligations
hereunder with first priority liens on and security interests in, subject to
specified exceptions, all of their respective real, personal and intangible
property (other than Excluded Assets (as hereinafter defined)), in accordance
with Sections 364(c) and 364(d) of the Bankruptcy Code; and

     WHEREAS, pursuant to Section 364(c)(1) of the Bankruptcy Code, the Credit
Parties agree and acknowledge that their obligations arising hereunder shall
constitute allowed administrative expense claims in the Bankruptcy Cases, having
priority over all administrative expenses of the kind specified in Sections
503(b) and 507(b) of the Bankruptcy Code, except the claims specifically granted
priority under the terms of this Agreement and the interim and final orders
relating thereto; and

     WHEREAS, the Lenders and the Issuer have indicated their willingness to
agree to lend such amounts to the Borrower pursuant to Sections 364(c)(1), (2)
and (3) and Section 364(d)(1) of the Bankruptcy Code on the terms and conditions
of this Agreement; and

     WHEREAS, on the date hereof, the Borrower, the guarantors from time to time
party thereto, the lenders named therein (the "Bank Lenders") and Bank of
America, N.A., as administrative agent, are entering into that certain the
Debtor-in-Possession Financing Agreement (the "TP&S Revolving Credit
Agreement"), pursuant to which, among other things, the Bank Lenders shall
provide a secured super-priority revolving credit facility to the Borrower in an
aggregate principal amount not to exceed $35,000,000, for the purposes specified
therein; and

     WHEREAS, on the date hereof, the Borrower, Travelers Casualty & Surety
Company of America are entering into that certain Transit Debtor-in-Possession
Bond Facility (the "Bond Credit Agreement"), pursuant to which, among other
things, Travelers as hereinafter defined shall provide a facility for the
issuance of surety bonds in an aggregate principal amount of up to $100,000,000
for the purposes specified therein; and

     WHEREAS, on the date hereof, the Borrower, the lenders from time to time
party thereto (the "Transit Revolving Credit Lenders"), the guarantors from time
to time party thereto and CSFB, as administrative agent, are entering into that
certain Debtor-in-Possession Transit Revolving Credit Agreement (the "Transit
Revolving Credit Agreement"), pursuant to which, among other things, the Transit
Revolving Credit Lenders shall provide a super-



<PAGE>

priority revolving credit facility, in an aggregate principal amount of up to
$30,000,000 for the purposes specified therein;


          NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

Item 60.

DEFINITIONS

     (a)  Definitions.

          As used in this Agreement, the following terms shall have the meanings
specified below unless the context otherwise requires:

          "Acquisition" means any transaction in which any Credit Party directly
or indirectly (a) acquires any Property with which an ongoing business is
conducted or is to be conducted, (b) acquires all or substantially all of the
assets of any Person or division thereof, whether through a purchase of assets,
merger or otherwise, (c) acquires (in one transaction or as the most recent
transaction in a series of transactions) control of at least a majority of the
Voting Stock of a corporation, other than the acquisition of Voting Stock of a
wholly-owned Subsidiary solely in connection with the organization and
capitalization of that Subsidiary by such Credit Party, or (d) acquires control
of more than 50% ownership interest in any Person.

          "Administrative Agent" has the meaning specified in the preamble
hereto.

          "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

          "Agreement" means this Debtor-in-Possession Bond Support Credit
Agreement, together with all Exhibits and Schedules hereto, as the same may be
amended, supplemented, restated or otherwise modified from time to time.

          "Availability Period" means the period from the Closing Date to the
earlier of (i) the Business Day immediately preceding the Maturity Date, or (ii)
the date on which the Commitments are terminated in accordance with the
provisions of this Agreement.

          "Bank Administrative Agent" means the "Administrative Agent" under the
TP&S Revolving Credit Agreement and any successor thereto.

          "Bank Lenders" has the meaning specified in the recitals hereto.

          "Bankruptcy Cases" has the meaning specified in the recitals hereto.

          "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

          "Bankruptcy Court" has the meaning specified in the recitals hereto.

          "Bond Credit Agreement" has the meaning specified in the recitals
hereto.


                                       2
<PAGE>

          "Borrower" has the meaning specified in the preamble hereto.

          "Borrowing" means Loans made, or Letters of Credit issued, on the same
date.

          "Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks in Baltimore, Maryland or New York, New York are
authorized or required by law to close.

          "Business Plan" has the meaning set forth in Section 5.01(d)(vi).

          "Businesses" has the meaning specified in Section 4.16(a).

          "Capital Expenditures" means, as applied to any Person for any period,
any capital expenditures of such Person determined in accordance with GAAP for
such period.

          "Capital Lease" means, as applied to any Person, any lease of any
Property by that Person as lessee which, in accordance with GAAP, is or should
be accounted for as a capital lease on the balance sheet of that Person.

          "Capital Lease Obligation" means the capital lease obligations
relating to a Capital Lease determined in accordance with GAAP.

          "Capital Stock" means (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests and (e) 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.

          "Carve-Out" has the meaning specified in Section 9.01(a).

          "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition, (b) U.S. Dollar denominated
time deposits and certificates of deposit of (i) any Lender or (ii) any domestic
commercial bank of recognized standing (y) having capital and surplus in excess
of $500,000,000 and (z) whose short-term commercial paper rating from S&P is at
least A-1 or the equivalent thereof or from Moody's is at least P-1 or the
equivalent thereof (any such bank being an "Approved Bank"), in each case with
maturities of not more than 270 days from the date of acquisition, (c)
commercial paper and variable or fixed rate notes issued by any Approved Bank
(or by the parent company thereof) or any variable rate notes issued by, or
guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or
better by S&P or P-1 (or the equivalent thereof) or better by Moody's and
maturing within six months of the date of acquisition, (d) repurchase agreements
entered into by a Person with a bank or trust company (including any of the
Lenders) or recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America in which such Person shall have a perfected first priority
security interest (subject to no other Liens) and having, on the date of
purchase thereof, a fair market value of at least 100% of the amount of the
repurchase obligations, (e) obligations of any State of the United States or any
political subdivision thereof, the interest with respect to which is exempt from
federal income taxation under Section 103 of the Internal Revenue Code, having a
long term rating of at least AA- or Aa-3 by S&P or Moody's, respectively, and
maturing within three years from the date of acquisition thereof, (f)
Investments in municipal auction preferred stock (i) rated AAA (or the
equivalent thereof) or better by S&P or Aaa (or the equivalent thereof) or
better by Moody's and (ii) with dividends that reset at least once every 365
days, (g) Investments, classified in accordance with GAAP as current assets, in
money market investment programs registered under the Investment Company Act of
1940, as amended, which are administered by reputable financial institutions
having capital of at least $100,000,000 and the portfolios of which are limited
to Investments of the character described in the foregoing subdivisions (a)
through (f), and (h) other Investments deemed to be cash equivalents in
accordance with GAAP.


                                       3
<PAGE>

          "Change of Control" means the occurrence of either of the following
events: (a) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Borrower, a corporation owned directly or
indirectly by the stockholders of the Borrower or any of their respective
Affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Borrower
representing 50% or more of the total voting power represented by the Borrower's
then outstanding securities that vote generally in the election of directors; or
(b) during any period of two consecutive years, individuals who at the beginning
of such period constitute the Borrower's Board of Directors and any new
directors whose election by the Borrower's Board of Directors or nomination for
election by the Borrower's stockholders was approved by a vote or a majority of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Borrower's Board
of Directors.

         "Closing Date" means the date on which the conditions specified in
Sections 3.01 and 3.02 are satisfied (or waived in accordance with Section
11.06).

          "Collateral" means the Property subject to the security interests and
liens granted to the Administrative Agent under this Agreement and the other
Credit Documents.

          "Collateral Documents" means the Pledge Agreement, the Security
Agreement and any other document or instrument executed and delivered by a
Person granting a Lien on any of its property to secure payment of the
Obligations.

          "Commitment" means, (a) in the case of each Lender that is a Lender on
the date hereof, the amount set forth opposite such Lender's name on Schedule I
as such Lender's "Commitment" and (b) in the case of any Lender that becomes a
Lender after the date hereof, the amount specified as such Lender's "Commitment"
in the Assignment and Acceptance pursuant to which such Lender assumed a portion
of the Commitments, in each case, as the same may be changed from time to time
pursuant to the terms hereof.

          "Consolidated Capital Expenditures" means, for any period for the
Consolidated Group, capital expenditures determined on a consolidated basis in
accordance with GAAP for such period.

          "Consolidated Group" means the Borrower and its consolidated
subsidiaries as determined in accordance with GAAP.

          "Consultant" has the meaning specified in Section 5.07(a).

          "Contractual Obligation" means, as to any Credit Party, any provision
of any security issued by such Credit Party or of any material agreement,
instrument or undertaking to which such Credit Party is a party or by which it
or any of its property is bound.

          "Credit Documents" means, collectively, this Agreement, the Notes,
each Joinder Agreement, the Collateral Documents and all other related
agreements and documents issued or delivered hereunder or thereunder or pursuant
hereto or thereto.

          "Credit Party" means any of the Borrower and the Guarantors.

          "Crisis Manager" has the meaning specified in Section 5.07(e).

          "CSFB" has the meaning specified in the preamble hereto.

          "Default" means any event, act or condition which with notice or lapse
of time, or both, would constitute an Event of Default.


                                       4
<PAGE>


          "DIP Financing Order" means the Interim DIP Financing Order or the
Final DIP Financing Order, as applicable.

          "Divestiture" means any transaction by which any member of the Transit
Group sells, leases, transfers or otherwise disposes of (a) any Property or (b)
the Capital Stock of a member of the Transit Group, in each case other than (i)
the sale of inventory in the ordinary course of business, (ii) the sale, lease,
transfer or other disposition of plant, property and equipment which is no
longer used or useful in the business of the members of the Transit Group, (iii)
the sale, lease, transfer or other disposition of plant, property and equipment
to the extent that the Net Cash Proceeds thereof are (A) deposited into a cash
collateral account maintained by the Administrative Agent and (B) reinvested in
similar property of at least equal collateral value within six (6) months of the
date of such sale, lease, transfer or other disposition (and such reinvested
amounts shall constitute Capital Expenditures for purposes of this Agreement),
and (iv) the sale, lease, transfer or other disposition of Property or Capital
Stock of a member of the Transit Group to a Domestic Credit Party.

          "Dollars" and "$" means dollars in lawful currency of the United
States of America.

          "Domestic Credit Party" means any Credit Party that is incorporated or
organized under the laws of any State of the United States or the District of
Columbia.

          "Domestic Subsidiary" means any Subsidiary that is incorporated or
organized under the laws of any State of the United States or the District of
Columbia.

          "Emergency Loan" has the meaning specified in the recitals hereto.

          "Environmental Laws" means any and all lawful and applicable federal,
state, local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or other governmental restrictions relating to the environment or to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes.

          "Equity Transaction" means, with respect to any Credit Party, any
issuance of shares of its Capital Stock, other than (a) an issuance by a
Guarantor to a Domestic Credit Party, (b) an issuance in connection with a
conversion of debt securities to equity, (c) an issuance in connection with the
exercise by a present or former employee, officer or director under a stock
incentive plan, stock option plan or other equity-based compensation plan or
arrangement, or (d) an issuance needed to qualify directors under applicable
law.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

          "ERISA Affiliate" means an entity which is under common control with
any Credit Party or any of its Subsidiaries within the meaning of Section
4001(a)(14) of ERISA, or is a member of a group which includes any Credit Party
or any of its Subsidiaries and which is treated as a single employer under
Sections 414(b) or (c) of the Internal Revenue Code.

          "ERISA Event" means (a) with respect to any Plan, the occurrence of a
Reportable Event or the substantial cessation of operations (within the meaning
of Section 4062(e) of ERISA); (b) the withdrawal by any Credit Party or any of
its Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan during a
plan year in which it was a substantial employer (as such term is defined in
Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
(c) the distribution of a notice of intent to terminate or the actual
termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the
institution of proceedings to terminate or the actual termination of a Plan by
the PBGC under Section 4042 of ERISA; (e) any event or condition which would
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to


                                       5
<PAGE>

administer, any Plan; (f) the complete or partial withdrawal of any Credit Party
or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan; (g)
the conditions for imposition of a lien under Section 302(f) of ERISA exist with
respect to any Plan; or (h) the adoption of an amendment to any Plan requiring
the provision of security to such Plan pursuant to Section 307 of ERISA.

          "Event of Default" has the meaning specified in Section 7.01.

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

          "Excluded Assets" means (a) avoidance actions (and proceeds thereof)
under Chapter 5 of the Bankruptcy Code other than actions under Section 549
thereof and (b) the percentage of the Capital Stock of Foreign Subsidiaries that
are members of the Transit Group that is not pledged under the Pledge Agreement.

          "Facilities" has the meaning specified in Section 4.16(a).

          "Federal Funds Rate" means, for any day, the rate of interest per
annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of
1%) equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day and (b) if no such rate is
so published on such next preceding Business Day, the Federal Funds Rate for
such day shall be the average rate quoted to the Administrative Agent on such
day on such transactions as determined by the Administrative Agent.

          "Filing Date" has the meaning specified in the recitals hereto.

          "Final DIP Financing Order" means the final order entered by the
Bankruptcy Court authorizing and approving the Credit Documents, the Financing
Agreements and in each case, the transactions contemplated thereby, which shall
include, without limitation, the provisions included in the Interim DIP
Financing Order and shall be in a form satisfactory to the Administrative Agent
and the Lenders in their sole discretion.

          "Financing Agreements" means, collectively, (a) the "Credit
Documents", as defined in the TP&S Revolving Credit Agreement, (b) the Bond
Credit Agreement, the Bonds (as defined therein) and all other agreements and
documents issued or delivered thereunder and (c) the "Credit Documents", as
defined in the Transit Revolving Credit Agreement.

          "Forecast" has the meaning specified in Section 5.01(c)(iii)(A).

          "Foreign Subsidiary" means a Subsidiary that is not a Domestic
Subsidiary.

          "GAAP" means generally accepted accounting principles in the United
States applied on a consistent basis and subject to the terms of Section 1.03.

          "Governmental Authority" means any federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

          "Guaranteed Obligations" means, as to each Guarantor, without
duplication, all obligations of the Borrower to the Lenders, the Issuer and the
Administrative Agent, whenever arising, under this Agreement, the Notes or the
other Credit Documents.

          "Guarantor" means each of those Persons identified as a "Guarantor" on
the signature pages hereto and each other Person which may hereafter become a
Guarantor by execution of a Joinder Agreement, together with its successors and
permitted assigns.


                                       6
<PAGE>

         "Indebtedness" means, with respect to any Person, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, or upon which interest
payments are customarily made, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to Property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the deferred
purchase price of Property or services purchased by such Person (other than
trade debt incurred in the ordinary course of business and due within six months
of the incurrence thereof) which would appear as liabilities on a balance sheet
of such Person, (e) all obligations of such Person under take-or-pay or similar
arrangements or under commodities agreements, (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, Property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, provided that for
purposes hereof the amount of such Indebtedness shall be limited to the greater
of (i) the amount of such Indebtedness as to which there is recourse to such
Person and (ii) the fair market value of the Property which is subject to the
Lien, (g) all Support Obligations of such Person, (h) the principal portion of
all obligations of such Person under Capital Leases, (i) all obligations of such
Person in respect of interest rate protection agreements, foreign currency
exchange agreements, commodity purchase or option agreements or other interest
or exchange rate or commodity price hedging agreements, (j) the maximum amount
of all standby letters of credit issued or bankers' acceptances facilities
created for the account of such Person and, without duplication, all drafts
drawn thereunder (to the extent unreimbursed), (k) all preferred stock issued by
such Person and required by the terms thereof to be redeemed, or for which
mandatory sinking fund payments are due, by a fixed date, (l) the outstanding
attributed principal amount under any Securitization Transaction and (m) the
principal balance outstanding under any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product to
which such Person is a party, where such transaction is considered borrowed
money indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP ("Synthetic Leases"). The Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer, but only to the extent to which
there is recourse to such Person for payment of such Indebtedness.

          "Indemnitee" has the meaning specified in Section 11.05(b).

          "Information" has the meaning specified in Section 11.14.

          "Initial Transit Budget" has the meaning specified in Section
5.01(d)(iv).

          "Intellectual Property" means all Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses, as each of those
terms are defined in the Security Agreement.

          "Interim DIP Financing Order" means the interim order entered by the
Bankruptcy Court authorizing and approving, subject to the approval of the Final
DIP Financing Order, the Credit Documents and the transactions contemplated
hereby, which order shall be substantially in the from of Exhibit D and shall
otherwise be in form and substance satisfactory to the Lenders, the Issuer and
the Administrative Agent.

          "Interim Period" means the period commencing on the date of entry of
the Interim DIP Financing Order and ending on the earlier of (i) 45 days
thereafter and (ii) the date of entry of the Final DIP Financing Order by the
Bankruptcy Court.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations issued thereunder, in each case as in effect from time to time.
References to sections of the Internal Revenue Code shall be construed also to
refer to any successor sections.

          "Investment", in any Person, means any loan or advance to such Person,
any purchase or other acquisition of any Capital Stock, warrants, rights,
options, obligations or other securities of, or equity interest in, such Person,
any capital contribution to such Person or any other investment in such Person,
including, without limitation, any Support Obligation incurred for the benefit
of such Person.


                                       7
<PAGE>

          "Issuer" means any commercial bank or other financial institution
reasonably acceptable to the Borrower and the Bond Administrative Agent that,
pursuant to an agreement in form and substance satisfactory to the Lenders, the
Administrative Agent and the Borrower, agrees to be a party hereto and issue
Letters of Credit hereunder.

         "Joinder Agreement" means a joinder agreement substantially in the
form of Exhibit C hereto executed and delivered by a Domestic Subsidiary which
is a member of the Transit Group in accordance with the provisions of Section
5.09(a).

          "Lenders" has the meaning specified in the preamble hereto.

          "Letter of Credit" has the meaning specified in Section 2.02.

          "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance, lien (statutory or otherwise),
preference, priority or charge of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof).

          "Loans" has the meaning specified in Section 2.01.

          "LOC Availability Date" means the date, if any, on and after which the
Borrower has been notified by the Administrative Agent that the Borrower may
request the issuance of Letters of Credit pursuant to Section 2.02.

          "LOC Documents" means, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (a) the rights and obligations of
the parties concerned or at risk or (b) any collateral security for such
obligations.

          "LOC Obligations" means, at any time, the sum of (a) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (b) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
but not theretofore reimbursed.

          "Majority Lenders" means, at any time, Lenders holding more than 50%
of the then aggregate unpaid principal amount of the Loans or, if no Loans are
then outstanding, Lenders having more than 50% of the aggregate Commitments.

          "Material Adverse Effect" means a material adverse effect on (a) the
condition (financial or otherwise), operations, business, prospects, assets or
liabilities of the Credit Parties taken as a whole, (b) the ability of the
Credit Parties taken as a whole to perform any obligation under the Credit
Documents, (c) the legality, validity or enforceability of any Credit Document,
(d) the perfection or priority of the Liens granted pursuant hereto and the
other Credit Documents or (e) the rights and remedies of the Lenders under the
Credit Documents or the DIP Financing Order.

          "Material Pleading" means any of the following items filed with the
Bankruptcy Court (a) a plan of reorganization, (b) a disclosure statement with
respect to a plan of reorganization, (c) a motion to extend the Credit Parties'
exclusive right to file a plan of reorganization and solicit acceptances in
connection thereto, (d) a motion, under Section 363 of the Bankruptcy Code, to
sell, lease or otherwise dispose of an asset or assets of the estate in an
amount not to exceed $1,000,000 for any sale, lease or other disposition and
$5,000,000 in the aggregate for all sales, leases and other dispositions, (e) a
motion, under Section 363 of the Bankruptcy Code, to implement, adopt or revise
an employee retention, severance or similar program, (f) a motion, under Section
364 of the Bankruptcy Code, for any "debtor-in-possession financing" (other than
the debtor-in-possession financing authorized in the DIP Financing Order) that
does not provide for the repayment in full of the Obligations on the date the
first loan is made under such other financing, (g) a motion, under Section 105
of the Bankruptcy Code, to substantively consolidate (A) the estate of the
Borrower with the estate of any other member of the Consolidated Group or (B)
the estate of


                                       8
<PAGE>

any Guarantor with the estate of any member of the Consolidated Group that is
not a Guarantor, and (h) any other pleading that would impair, or would have the
effect of impairing, the Borrower's ability to repay its obligations arising
hereunder or under the DIP Financing Order.

          "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Laws, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

          "Maturity Date" means the earliest to occur of (a) September 30, 2002,
(b) the effective date of any Credit Party's plan of reorganization and (c) the
sale of the Transit Group or the sale of all or substantially all of the Transit
Group's Property.

          "Moody's" means Moody's Investors Service, Inc., or any successor or
assignee of the business of such company in the business of rating securities.

          "Multiemployer Plan" means a Plan which is a multiemployer plan as
defined in Sections 3(37) or 4001(a)(3) of ERISA.

          "Multiple Employer Plan" means a Plan which any Credit Party or any of
its Subsidiaries or any ERISA Affiliate and at least one employer other than any
Credit Party or any of its Subsidiaries or any ERISA Affiliate are contributing
sponsors.

          "Net Cash Proceeds" means the aggregate proceeds paid in cash or Cash
Equivalents received by any Credit Party in respect of any Divestiture, net of
(a) direct costs (including, without limitation, legal, accounting and
investment banking fees, and sales commissions) paid or payable as a result
thereof, (b) taxes paid or payable as a result thereof, (c) repayment of
Indebtedness that is required to be repaid in connection with such Divestiture,
and (d) appropriate amounts to be provided by such Credit Party as a reserve, in
accordance with GAAP, against liabilities associated with such Divestiture and
retained by such Credit Party after such Divestiture, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Divestiture; provided that "Net Cash Proceeds"
shall include an amount equal to any reserves previously taken against
liabilities associated with Divestitures immediately upon those reserves being
determined to be in excess of such liabilities. The "Net Cash Proceeds" shall
also include, without limitation, any cash or Cash Equivalents received upon the
sale or other disposition of any non-cash consideration received by any Credit
Party.

          "Note" has the meaning specified in Section 2.07.

          "Notice of Borrowing" has the meaning specified in Section 2.03(a).

          "Notice of Request for Letter of Credit" means a written notice from
the Borrower of request for a Letter of Credit, complying with the terms of
Section 2.02.

          "Obligations" means the Loans, the LOC Obligations, the Notes and all
other advances, debts, liabilities, obligations, covenants and duties owing by
the Borrower and each of the Guarantors to the Administrative Agent, any Lender,
any Affiliate of any of them or any Indemnitee, of every type and description,
present or future, whether or not evidenced by any note, Joinder Agreement or
other instrument, arising under this Agreement or under any other Credit
Document, whether or not for the payment of money, loan, guaranty,
reimbursement, indemnification or in any other manner, whether direct or
indirect (including, without limitation, those acquired by assignment), absolute
or contingent, due or to become due, now existing or hereafter arising and
however acquired. The term "Obligations" includes, without limitation, all
interest, charges, expenses, fees, attorneys' fees and disbursements and any
other sum chargeable to any of the Credit Parties under this Agreement or any
other Credit Document.


                                       9
<PAGE>

          "Operating Lease" means, as applied to any Person, any lease
(including, without limitation, leases which may be terminated by the lessee at
any time) of any Property which is not a Capital Lease other than any such lease
in which that Person is the lessor.

          "Other Taxes" has the meaning specified in Section 2.13(b).

          "Participation Interest" means the purchase by a Lender of a
participation in LOC Obligations as provided in Section 2.08(c).

          "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

          "Permitted Expenses" means any fees or expenses paid by any Credit
Party in accordance with the DIP Financing Order and as otherwise allowed by the
Bankruptcy Court.

          "Permitted Investments" means Investments which are (a) Investments
that are approved by the Bankruptcy Court; (b) cash and Cash Equivalents; (c)
accounts receivable created, acquired or made in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms; (d)
Investments consisting of stock, obligations, securities or other property
received in settlement of accounts receivable (created in the ordinary course of
business) from obligors; (e) Support Obligations permitted by Section 6.01; (f)
Investments existing on the Filing Date made by the Borrower or any other Credit
Party in or to its Subsidiaries; and (g) Investments by any Credit Party in and
to a Domestic Credit Party.

          "Permitted Liens" means:

          (a)      Liens in favor of the Pre-Petition Agents and the
Pre-Petition Lenders in connection with the Pre-Petition Credit Facility, and
any adequate protection liens granted thereto pursuant to the Interim DIP
Financing Order and the Final DIP Financing Order;

          (b)      the Carve-Out and the UST/Clerk Fees;

          (c)      Liens relating to periods or arising after the Filing Date
(other than Liens created or imposed under ERISA) for taxes, assessments or
governmental charges or levies not yet due or Liens for taxes being contested in
good faith by appropriate proceedings for which adequate reserves determined in
accordance with GAAP have been established (and as to which the Property subject
to any such Lien is not yet subject to foreclosure, sale or loss on account
thereof);

          (d)      Liens in respect of Property imposed by law arising in the
ordinary course of business such as materialmen's, mechanics', warehousemen's,
carriers', suppliers', landlords', and other like Liens provided that (i) for
any such Liens arising before the Filing Date, the enforcement and collection of
such Liens is stayed by section 362 of the Bankruptcy Code, and (ii) for any
such Liens arising after the Filing Date, such Liens secure only amounts not
overdue for a period of more than 30 days or are being contested in good faith
by appropriate proceedings for which adequate reserves determined in accordance
with GAAP have been established (and as to which the Property subject to any
such Lien is not yet subject to foreclosure, sale or loss on account thereof);

          (e)      Liens (other than Liens created or imposed under ERISA)
consisting of deposits made by the Borrower and its Subsidiaries in the
ordinary course of business in connection with, or to secure payment of,
obligations under workers' compensation, unemployment insurance, social
security and other similar laws, or to secure the performance of tenders,
statutory obligations, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);

          (f)      Liens in connection with attachments or judgments (including
judgment or appeal bonds) provided that the judgments secured shall, within 30
days after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall have been discharged within 30 days after the
expiration of any such stay;


                                       10
<PAGE>

          (g) easements, rights-of-way, restrictions (including zoning
restrictions), minor defects or irregularities in title and other similar
charges or encumbrances not, in any material respect, impairing the use of the
encumbered Property for its intended purposes;

          (h) Liens securing purchase money Indebtedness (including Capital
Leases) to the extent permitted under Section 6.01(d) provided that any such
Lien attaches only to the Property financed and such Lien attaches thereto
concurrently with or within 90 days after the acquisition thereof in connection
with the purchase money transactions;

          (i) leases or subleases granted to others not interfering in any
material respect with the business of the Borrower or any Subsidiary;

          (j) any interest of title of a lessor under, and Liens arising from
UCC financing statements (or equivalent filings, registrations or agreements in
foreign jurisdictions) relating to, leases permitted by this Agreement;

          (k) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

          (l) Liens deemed to exist in connection with Investments in repurchase
agreements permitted under Section 6.05;

          (m) the equitable interests of any surety validly acquired by right of
subrogation or under applicable non-bankruptcy law to the extent such interests
(i) are senior to those of the Credit Parties and the liens granted in
connection with the Pre-Petition Credit Facility and (ii) have not been waived
or released by Travelers as provided in the Interim DIP Financing Order or the
Final DIP Financing Order;

          (n) Liens that are perfected (but not granted) after the Filing Date
to the extent such post-petition perfection is permitted under the Bankruptcy
Code and which are superior under applicable law to liens granted in connection
with the Pre-Petition Credit Facility;

          (o) normal and customary rights of setoff upon deposits of cash in
favor of banks or other depository institutions;

          (p) Liens in respect of Indebtedness permitted under Section 6.01(f),
limited solely to sums payable under the policy or policies to which such
Indebtedness relates;

          (q) Liens existing as of the Filing Date and set forth on Schedule II;
provided that no such Lien shall at any time be extended to or cover any
Property other than the Property subject thereto on the Closing Date;

          (r) Liens in favor of (i) the Transit Administrative Agent granted
pursuant to the Transit Revolving Credit Agreement and (ii) Travelers granted
pursuant to the Bond Credit Agreement;

          (s) Liens created pursuant to the Credit Documents; and

          (t) Senior Liens

          "Person" means any individual, partnership, firm, corporation, limited
liability company, association, trust or other enterprise or entity (whether or
not incorporated) or any Governmental Authority.

          "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA) which is covered by ERISA and with respect to which any Credit Party or
any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an
"employer" within the meaning of Section 3(5) of ERISA.


                                       11
<PAGE>

          "Pledge Agreement" means a pledge agreement, in form and substance
satisfactory to the Lenders, the Issuer and the Administrative Agent, executed
by the Borrower, as such agreement may be amended, supplemented, restated or
modified from time to time.

          "Pre-Petition Agents" means the administrative agent and the
collateral agent under the Pre-Petition Credit Facility and the documents
related thereto.

          "Pre-Petition Credit Agreement" means that certain Amended and
Restated Credit Agreement, dated as of April 28, 2000, as amended, by and among
the Borrower, the guarantors party thereto, the lenders identified therein and
Bank of America, N.A., as administrative agent.

          "Pre-Petition Credit Facility" means the $100 million revolving credit
facility and the $150 million term loan credit facility provided to the Borrower
pursuant to the Pre-Petition Credit Agreement.

          "Pre-Petition Lenders" means the lenders party to the Pre-Petition
Credit Agreement.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by J.P. Morgan Chase as its "prime" or "base" rate in effect
at its principal office in New York, New York, with each change in the Prime
Rate being effective on the date such change is publicly announced as effective
(it being understood and agreed that the Prime Rate is a reference rate used by
J.P. Morgan Chase in determining interest rates on certain loans and is not
intended to be the lowest rate of interest charged on any extension of credit by
J.P. Morgan Chase to any debtor).

          "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

          "Ratable Portion" means, with respect to each Lender, a fraction
(expressed as a percentage) the numerator of which is the Commitment of such
Lender at such time and the denominator of which is the aggregate Commitments of
all Lenders at such time.

          "Register" has the meaning specified in Section 11.03(c).

          "Regulation D, O, T, U or X" means Regulation D, O, T, U or X,
respectively, of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof.

          "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing into
the environment (including the abandonment or discarding of barrels, containers
and other closed receptacles containing any Materials of Environmental Concern).

          "Reportable Event" means any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the notice requirement has
been waived by regulation.

          "Requirement of Law" means, as to any Person, any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
material property is subject.

          "Responsible Officer" means the Chief Executive Officer, the Chief
Financial Officer, the Controller, the Chief Operating Officer, the Chief
Accounting Officer and the Treasurer of the Borrower.

          "Restricted Payment" by any Person means (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of such Person now or hereafter outstanding, except (i) a dividend payable
solely in shares of that class to the holders of that class and (ii) dividends
and other distributions payable to a Domestic Credit Party, (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of Capital Stock of such
Person now or hereafter


                                       12
<PAGE>

outstanding, and (c) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of Capital Stock of such Person now or hereafter outstanding.

          "S&P" means Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc., or any successor or assignee of the business of such division in the
business of rating securities.

          "SEC" means the Securities and Exchange Commission and any successor
Governmental Authority.

          "Second Transit Budget" has the meaning specified in Section
5.01(d)(iv).

          "Securitization Transaction" means any financing transaction or series
of financing transactions entered into by a Credit Party pursuant to which such
Credit Party may sell, convey or otherwise transfer to (a) a Subsidiary or
Affiliate (a "Securitization Subsidiary"), or (b) any other Person, or may grant
a security interest in, any receivables or interests therein secured by
merchandise or services financed thereby (whether such receivables are then
existing or arising in the future) of such Credit Party, and any assets related
thereto, including without limitation, all security interests in merchandise or
services financed thereby, the proceeds of such receivables, and other assets
which are customarily sold or in respect of which security interests are
customarily granted in connection with securitization transactions involving
such assets.

          "Security Agreement" means a security agreement, in form and substance
satisfactory to the Lenders, the Issuer and the Administrative Agent, executed
by each Credit Party, as such agreement may be amended, supplemented, restated
or modified from time to time.

          "Senior Liens" means the Liens granted to the Administrative Agent for
and on behalf of the Lenders pursuant to this Agreement and the other Credit
Documents that have been granted secured status by the Bankruptcy Court pursuant
to sections 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code subject only
to (a) any statutory liens existing as of the Filing Date that by statute are
senior to the liens of the Pre-Petition Lenders, (b) any purchase money security
interests under applicable law existing as of the Filing Date which are senior
to the liens in favor of the Pre-Petition Lenders arising prior to the Filing
Date, (c) those senior liens and interests arising as a matter of law as a
result of equitable subrogation or other applicable non-bankruptcy law in favor
of Travelers, as issuer of surety bonds and as administrator for it and certain
other surety companies that have issued surety bonds on behalf of the Credit
Parties, (d) the Carve-Out and (e) UST/Clerk Fees.

          "Single Employer Plan" means any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

          "Specified Contracts" has the meaning specified in Section
4.15(a)(ii).

          "Statutory Committee" has the meaning specified in Section 9.01(a).

          "Subsidiary" means, as to any Person, (a) any corporation more than
50% of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person directly or indirectly
through Subsidiaries, and (b) any partnership, association, limited liability
company or other entity in which such Person directly or indirectly through
Subsidiaries has more than 50% of the voting interests at any time.
Notwithstanding anything herein to the contrary, the term "Subsidiary" shall not
include Hovey South, Inc., a Georgia corporation. Unless otherwise identified,
"Subsidiary" shall mean a Subsidiary of the Borrower.

          "Support Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Indebtedness or
any Property constituting security therefor, (b) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet


                                       13
<PAGE>

condition of such other Person (including without limitation keep well
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other
Person, (c) to lease or purchase Property, securities or services primarily for
the purpose of assuring the holder of such Indebtedness against loss, or (d) to
otherwise assure or hold harmless the holder of such Indebtedness against loss
in respect thereof, but specifically excluding guaranties or other assurances
with respect to any Credit Party's performance obligations under bids or
contracts made or entered into in the ordinary course of business. The amount of
any Support Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Support Obligation is made.

          "Synthetic Leases" shall have the meaning assigned to such term in the
definition of "Indebtedness".

          "Taxes" has the meaning specified in Section 2.15(a).

          "TP&S Revolving Credit Agreement" has the meaning specified in the
recitals hereto.

          "Transit Administrative Agent" means the "Administrative Agent" under
the Transit Revolving Credit Agreement and any successor thereto.

          "Transit Budget" has the meaning specified in Section 5.01(d)(iv).

          "Transit Group" means, collectively, the Borrower (with respect to the
"transit" segment of its business), the Guarantors and any other Domestic
Subsidiary that is part of the "transit" segment of the Borrower's business.

          "Transit Payment Account" has the meaning specified in Section
5.13(a)(i).

          "Transit Payment Account Agent" has the meaning specified in Section
5.13(a)(i).

          "Transit Revolving Credit Agreement" has the meaning specified in the
recitals hereto.

          "Transit Revolving Credit Lenders" has the meaning specified in the
recitals hereto.

          "Travelers" means Travelers Casualty & Surety Company of America and
any of its Affiliates and Subsidiaries.

          "UCC" means the Uniform Commercial Code, as in effect in any
applicable jurisdiction.

          "United States Trustee" means the United States trustee, appointed
pursuant to 28 U.S.C. ss.581, for the District of Maryland.

          "UST/Clerk Fees" means fees required to be paid pursuant to 28 U.S.C
ss. 1930(a)(6) and any fees payable to the Clerk of the Bankruptcy Court and any
agent thereof.

          "Variance Analysis" has the meaning specified in Section
5.01(c)(iii)(B).

          "Voting Stock" means, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

     (b)  Computation of Time Periods

          For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."


                                       14
<PAGE>

     (c)  Accounting Terms; Certain Calculations.

          Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the
Administrative Agent or the Lenders hereunder shall be prepared, in accordance
with GAAP applied on a consistent basis. All calculations made for the purposes
of determining compliance with this Agreement shall (except as otherwise
expressly provided herein) made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 5.01; provided, however, if (a) the Borrower shall
object to determining such compliance on such basis at the time of delivery of
such financial statements due to any change in GAAP or the rules promulgated
with respect thereto or (b) the Administrative Agent or the Required Lenders
shall so object in writing within 30 days after delivery of such financial
statements, then such calculations shall be made on a basis consistent with the
most recent financial statements delivered by the Borrower to the Lenders as to
which no such objection shall have been made.

     (d)  Certain Terms.

          (a)  The words "herein," "hereof" and "hereunder" and other words of
               similar import refer to this Agreement as a whole, and not to any
               particular Article, Section, subsection or clause in this
               Agreement. References herein to an Exhibit, Schedule, Article,
               Section, subsection or clause refer to the appropriate Exhibit or
               Schedule to, or Article, Section, subsection or clause in, this
               Agreement.

          (b)  The terms "Lender" and "Administrative Agent" include their
               respective successors and the term "Lender" includes each
               assignee of such Lender who becomes a party hereto pursuant to
               Section 11.03(b).

          (c)  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 from time to time
               amended, supplemented or otherwise modified.

Item 61.

THE LOANS

     (a)  Loans.

          Subject to the terms and conditions set forth herein, and only prior
to the LOC Availability Date, each Lender severally agrees to make loans (each a
"Loan" and, collectively, the "Loans") to the Borrower, which Loans (i) shall be
made on the Closing Date and from time to time thereafter if requested by the
Borrower pursuant to Section 2.03 during the Availability Period, (ii) may be
prepaid in accordance with the provisions hereof, but once prepaid, may not be
reborrowed, (iii) shall not, together with the aggregate amount of Participation
Interests purchased by such Lender in pursuant to Section 2.08, exceed in the
aggregate for such Lender the Commitment of such Lender, (iv) shall not,
together with the aggregate amount of Participation Interests purchased by all
the Lenders pursuant to Section 2.08, exceed in the aggregate the aggregate
Commitments of all of the Lenders, and (v) shall be used solely to cash
collateralize up to 40% of the penal sum of any Surety Bond issued under the
Bond Credit Agreement. The amount of each Loan made by a lender shall
permanently reduce such Lender's Commitment and the aggregate Commitments of all
the Lenders.

     (b)  Letters of Credit.

          Subject to the terms and conditions set forth herein and of the LOC
Documents, if any, and such other terms and conditions which the Issuer may
reasonably require, and only from and after the LOC Availability Date, the
Issuer shall issue, and the Lenders shall participate in, such standby letters
of credit (the "Letters of Credit") in Dollars as the Borrower may request for
its own account or for the account of another Credit Party as provided


                                       15
<PAGE>

herein, in a form acceptable to the Issuer, for the purposes hereinafter set
forth; provided that the aggregate face amount of all Letters of Credit issued
hereunder shall not, together with the aggregate principal amount of the Loans
made pursuant to Section 2.01, exceed in the aggregate the aggregate Commitments
of all of the Lenders. Each Lender's Commitment shall be permanently reduced by
such Lenders Participation Interest in the face amount of each Letter of Credit
issued hereunder, and the aggregate Commitments of all the Lenders shall be
permanently reduced by the face amount of all Letters of Credit issued
hereunder. Letters of Credit issued hereunder shall be used solely to cash
collateralize up to 40% of the penal sum of any Surety Bond issued under the
Bond Credit Agreement.

     (c)  Method of Borrowing and Issuance.

          (a)  Loans. Each Borrowing of Loans subsequent to the Closing Date
               shall be made on notice, given by the Borrower to the
               Administrative Agent not later than 11:00 A.M. (New York City
               time) on the Business Day prior to the date of the proposed
               Borrowing. Each such notice (a "Notice of Borrowing") shall be in
               substantially the form of Exhibit B, specifying therein (i) the
               date of such proposed Borrowing and (ii) the aggregate amount of
               such proposed Borrowing, accompanied by a description in
               reasonable detail of the proposed use of proceeds of such
               Borrowing; provided that each Borrowing shall be in an aggregate
               amount of not less than $1,000,000 or an integral multiple of
               $1,000,000 in excess thereof. Each Notice of Borrowing shall be
               irrevocable and binding on the Borrower.

          (b)  Letters of Credit. Each request for the issuance or extension of
               a Letter of Credit shall be made by delivery of a Notice of
               Request for Letter of Credit to the Issuer (with a copy to the
               Administrative Agent) not later than 11:00 A.M. (New York City
               time) on the third Business Day prior to the date of the
               requested issuance or extension (or such shorter period as may be
               agreed by the Issuer). Each such notice shall be irrevocable and
               shall specify, among other things, (i) that a Letter of Credit is
               requested, (ii) the date of the requested issuance or extension,
               (iii) the type, amount, expiry date and terms on which such
               Letter of Credit is to be issued or extended and (iv) the purpose
               of such Letter of Credit.

     (d)  Funding of Borrowings.

          (a)  Funding by Lenders. Each Lender shall, before 11:00 A.M. (New
               York City time) on the date of the proposed Borrowing, make
               available to the Administrative Agent at its address referred to
               in Section 11.01, in immediately available funds, such Lender's
               Ratable Portion of such proposed Borrowing. After the
               Administrative Agent's receipt of such funds and upon fulfillment
               of the applicable conditions set forth in Article III, the
               Administrative Agent will make such funds available to the
               Borrower.

          (b)  Presumption by the Administrative Agent. Unless the
               Administrative Agent shall have received notice from a Lender
               prior to the date of any proposed Borrowing that such Lender will
               not make available to the Administrative Agent such Lender's
               Ratable Portion of such Borrowing, the Administrative Agent may
               assume that such Lender has made such Ratable Portion available
               to the Administrative Agent on the date of such Borrowing in
               accordance with this Section 2.04, and the Administrative Agent
               may, in reliance upon such assumption, make available to the
               Borrower on such date a corresponding amount. If and to the
               extent that such Lender shall not have so made such Ratable
               Portion available to the Administrative Agent, such Lender and
               the Borrower severally agree to repay to the Administrative Agent
               forthwith on demand such corresponding amount together with
               interest thereon, for each day from the date such amount is made
               available to the Borrower until the date such amount is repaid to
               the Administrative Agent, at (i) in the case of the Borrower, the
               interest rate applicable at the time to the Loans comprising such
               Borrowing and (ii) in the case of such Lender, the Federal Funds
               Rate. If such Lender shall repay to the Administrative Agent such
               corresponding amount, such amount so repaid shall constitute such
               Lender's Loan as part of such Borrowing for purposes of this
               Agreement. If the Borrower shall repay to the Administrative
               Agent


                                       16
<PAGE>

               such corresponding amount, such payment shall not relieve such
               Lender of any obligation it may have to the Borrower hereunder.

          (c)  The failure of any Lender to make the Loan to be made by it as
               part of any Borrowing shall not relieve any other Lender of its
               obligation, if any, hereunder to make its Loan on the date of
               such Borrowing, but no Lender shall be responsible for the
               failure of any other Lender to make the Loan to be made by such
               other Lender on the date of any Borrowing.

     (e)  Repayment.

          The Borrower shall repay the entire unpaid principal amount of the
Loans on the Maturity Date.

     (f)  Prepayments.

          (a)  Optional Prepayments. The Borrower may, upon at least one
               Business Day's prior notice to the Administrative Agent, stating
               the proposed date and aggregate principal amount of the
               prepayment, prepay the outstanding principal amount of the Loans
               in whole or ratably in part, together with accrued interest to
               the date of such prepayment on the principal amount prepaid;
               provided, however, that each partial prepayment shall be in an
               aggregate principal amount not less than $1,000,000 or integral
               multiples of $1,000,000 in excess thereof. Upon the giving of
               such notice of prepayment, the principal amount of the Loans
               specified to be prepaid shall become due and payable on the date
               specified for such prepayment.

          (b)  Mandatory Prepayments.

               (a)  If at any time the aggregate principal amount of the Loans
                    outstanding and outstanding LOC Obligations shall exceed the
                    aggregate Commitments, the Borrower shall immediately prepay
                    the Loans then outstanding (and, if necessary, cash
                    collateralizing the LOC Obligations) in an amount equal to
                    such excess together accrued interest thereon.

               (b)  After payment in full of all outstanding "Obligations" (as
                    defined in the Transit Revolving Credit Agreement), the
                    Borrower shall prepay the Loans (or, if no Loans are
                    outstanding, cash collateralize the LOC Obligations) in an
                    amount equal to the Net Cash Proceeds of any Divestiture
                    completed in accordance with Section 6.03(b), within one
                    Business Day after receipt of such Net Cash Proceeds.

     (g)  Notes.

          The obligation of the Borrower to repay the Loans made by each Lender
and to pay the LOC Obligations to such Lender, and to pay interest thereon at
the rates provided herein, shall be further evidenced by a promissory note,
substantially in the form of Exhibit A (each, a "Note" and collectively, the
"Notes"), payable to the order of such Lender and in the principal amount of
such Lender's initial Commitment. The Borrower authorizes each Lender to record
on the schedule annexed to such Lender's Note, the date and amount of each Loan
made by such Lender, each payment made by such Lender in respect of a drawing
under a Letter of Credit and each payment or prepayment of principal thereunder
and agrees that all such notations shall constitute prima facie evidence of the
matters noted. The Borrower further authorizes each Lender to attach to and make
a part of such Lender's Note continuations of the schedule attached thereto as
necessary. No failure to make any such notations, nor any errors in making any
such notations, shall affect the validity of the Borrower's obligations to repay
the full unpaid principal amount of the Loans, any amounts paid in respect of a
drawing under a Letter of Credit, and accrued interest thereon, or the duties of
Borrower hereunder or thereunder.


                                       17
<PAGE>

     (h)  Additional Provisions Relating to Letters of Credit.

          (a)  Generally. If any Letter of Credit issued hereunder shall have an
               expiry date, whether as originally issued or by extension,
               extending beyond the Maturity Date, the Borrower shall, on the
               Maturity Date, either (i) cause such Letter of Credit to be
               surrendered to the Issuer, (ii) provide to the Issuer a
               back-to-back letter of credit in respect thereof reasonably
               satisfactory to the Issuer or (iii) provide cash collateral to
               the Issuer in an amount equal to the maximum amount available to
               be drawn under such Letter of Credit. Each Letter of Credit shall
               comply with the related LOC Documents. The issuance date of each
               Letter of Credit shall be a Business Day.

          (b)  Reports. The Issuer will provide to the Administrative Agent at
               least monthly, and more frequently upon request, a detailed
               summary report on each Letter of Credit and the activity thereon,
               in form and substance acceptable to the Administrative Agent. In
               addition, the Issuer will provide to the Administrative Agent for
               dissemination to the Lenders at least quarterly, and more
               frequently upon request, a detailed summary report on each Letter
               of Credit issued by the Issuer and the activity thereon,
               including, among other things, the Credit Party for whose account
               such Letter of Credit is issued, the beneficiary, the face
               amount, the expiry date and the purpose (as provided by the
               Borrower). The Issuer will provide copies of each Letter of
               Credit to the Administrative Agent and the Lenders promptly upon
               request.

          (c)  Participation. Upon issuance of a Letter of Credit, each Lender
               shall be deemed to have purchased without recourse a risk
               participation from the Issuer in such Letter of Credit and the
               obligations arising thereunder, in each case in an amount equal
               to its Ratable Share of the obligations under such Letter of
               Credit and shall absolutely, unconditionally and irrevocably
               assume, as primary obligor and not as surety, and be obligated to
               pay to the Issuer and discharge when due, its Ratable Share of
               the obligations arising under such Letter of Credit. Without
               limiting the scope and nature of each Lender's participation in
               any Letter of Credit, to the extent that the Issuer has not been
               reimbursed as required hereunder or under any such Letter of
               Credit, each Lender shall pay to the Issuer its Ratable Share of
               such unreimbursed drawing in same day funds on the day of
               notification by the Issuer of an unreimbursed drawing pursuant to
               the provisions of subsection (d) hereof. The obligation of each
               Lender to so reimburse the Issuer shall be absolute and
               unconditional and shall not be affected by the occurrence of a
               Default, an Event of Default or any other occurrence or event.
               Any such reimbursement shall not relieve or otherwise impair the
               obligation of the Borrower to reimburse the Issuer under any
               Letter of Credit, together with interest as hereinafter provided.

          (d)  Reimbursement. In the event of any drawing under any Letter of
               Credit, the Issuer will promptly notify the Borrower. The
               Borrower promises to reimburse the Issuer on the day of drawing
               under any Letter of Credit in same day funds. If the Borrower
               shall fail to reimburse the Issuer as provided hereinabove, the
               unreimbursed amount of such drawing shall bear interest at a per
               annum rate equal to the sum of the Prime Rate plus five percent
               (5%). The Borrower's reimbursement obligations hereunder shall be
               absolute and unconditional under all circumstances irrespective
               of any rights of setoff, counterclaim or defense to payment the
               Borrower may claim or have against the Issuer, the Administrative
               Agent, the Lenders, the beneficiary of the Letter of Credit drawn
               upon or any other Person, including, without limitation, any
               defense based on any failure of the Borrower or any other Credit
               Party to receive consideration or the legality, validity,
               regularity or unenforceability of the Letter of Credit. The
               Issuer will promptly notify the Lenders of the amount of any
               unreimbursed drawing and each Lender shall promptly pay to the
               Administrative Agent for the account of the Issuer in Dollars and
               in immediately available funds, the amount of such Lender's
               Ratable Share of such unreimbursed drawing. Such payment shall be
               made on the day such notice is received by the Lenders from the
               Issuer if such notice is received at or before 2:00 P.M. (New
               York City time) otherwise such payment shall be made at or before
               12:00 Noon (New York City time) on the Business Day next
               succeeding the day such notice is received. If any Lender does
               not pay such amount to the Issuer in full upon such request, such
               Lender shall, on demand, pay to the


                                       18
<PAGE>

               Administrative Agent for the account of the Issuer interest on
               the unpaid amount during the period from the date of such drawing
               until such Lender pays such amount to the Issuer in full at a
               rate per annum equal to the Federal Funds Rate. Each Lender's
               obligation to make such payment to the Issuer, and the right of
               the Issuer to receive the same, shall be absolute and
               unconditional, shall not be affected by any circumstance
               whatsoever and without regard to the termination of this
               Agreement or the Commitments hereunder, the existence of a
               Default or Event of Default or the acceleration of the
               obligations of the Borrower hereunder and shall be made without
               any offset, abatement, withholding or reduction whatsoever.
               Simultaneously with the making of each such payment by a Lender
               to the Issuer, such Lender shall, automatically and without any
               further action on the part of the Issuer or such Lender, acquire
               a participation in an amount equal to such payment (excluding the
               portion of such payment constituting interest owing to the
               Issuer) in the related unreimbursed drawing portion of the LOC
               Obligation and in the interest thereon and in the related LOC
               Documents, and shall have a claim against the Borrower with
               respect thereto.

          (e)  Designation of other Credit Parties as Account Parties.
               Notwithstanding anything to the contrary set forth in this
               Agreement, a Letter of Credit issued hereunder may contain a
               statement to the effect that such Letter of Credit is issued for
               the account of a Guarantor, provided that, in each case
               notwithstanding such statement, the Borrower shall be the actual
               account party for all purposes of this Agreement for such Letter
               of Credit and such statement shall not affect the Borrower's
               reimbursement obligations hereunder with respect to such Letter
               of Credit.

          (f)  Renewal, Extension. The renewal or extension of any Letter of
               Credit shall, for purposes hereof, be treated in all respects the
               same as the issuance of a new Letter of Credit hereunder.

          (g)  Applicability of ISP98 and UCP. Unless otherwise expressly agreed
               by the Issuer and the Borrower when a Letter of Credit is issued,
               (i) the rules of the "International Standby Practices 1998"
               published by the Institute of International Banking Law &
               Practice (or such later version thereof as may be in effect at
               the time of issuance) shall apply to each standby Letter of
               Credit, and (ii) the rules of the Uniform Customs and Practice
               for Documentary Credits, as most recently published by the
               International Chamber of Commerce (the "ICC") at the time of
               issuance (including the ICC decision published by the Commission
               on Banking Technique and Practice on April 6, 1998 regarding the
               European single currency (euro)) shall apply to each Letter of
               Credit.

          (h)  Indemnification; Nature of Issuer's Duties.

               (a)  In addition to its other obligations under this Section
                    2.08, the Borrower hereby agrees to protect, indemnify, pay
                    and save the Issuer harmless from and against any and all
                    claims, demands, liabilities, damages, losses, costs,
                    charges and expenses (including reasonable attorneys' fees)
                    that the Issuer may incur or be subject to as a consequence,
                    direct or indirect, of (A) the issuance of any Letter of
                    Credit or (B) the failure of the Issuer to honor a drawing
                    under a Letter of Credit as a result of any act or omission,
                    whether rightful or wrongful, of any present or future de
                    jure or de facto government or governmental authority (all
                    such acts or omissions, herein called "Government Acts").

               (b)  As between the Borrower and the Issuer, the Borrower shall
                    assume all risks of the acts, omissions or misuse of any
                    Letter of Credit by the beneficiary thereof. The Issuer
                    shall not be responsible: (A) for the form, validity,
                    sufficiency, accuracy, genuineness or legal effect of any
                    document submitted by any party in connection with the
                    application for and issuance of any Letter of Credit, even
                    if it should in fact prove to be in any or all respects
                    invalid, insufficient, inaccurate, fraudulent or forged; (B)
                    for the validity or sufficiency of any instrument
                    transferring or assigning or purporting to transfer or
                    assign any Letter of Credit or the rights or benefits
                    thereunder or proceeds thereof, in whole or in part, that
                    may prove to be invalid or ineffective for any reason; (C)
                    for errors, omissions, interruptions or delays in


                                       19
<PAGE>

                    transmission or delivery of any messages, by mail, cable,
                    telegraph, telex or otherwise, whether or not they be in
                    cipher; (D) for any loss or delay in the transmission or
                    otherwise of any document required in order to make a
                    drawing under a Letter of Credit or of the proceeds thereof;
                    and (E) for any consequences arising from causes beyond the
                    control of the Issuer, including, without limitation, any
                    Government Acts. None of the above shall affect, impair, or
                    prevent the vesting of the Issuer's rights or powers
                    hereunder.

               (c)  In furtherance and extension and not in limitation of the
                    specific provisions hereinabove set forth, any action taken
                    or omitted by the Issuer, under or in connection with any
                    Letter of Credit or the related certificates, if taken or
                    omitted in good faith, shall not put the Issuer under any
                    resulting liability to the Borrower or any other Credit
                    Party. It is the intention of the parties that this
                    Agreement shall be construed and applied to protect and
                    indemnify the Issuer against any and all risks involved in
                    the issuance of the Letters of Credit, all of which risks
                    are hereby assumed by the Borrower (on behalf of itself and
                    each of the other Credit Parties), including, without
                    limitation, any and all Government Acts. The Issuer shall
                    not in any way be liable for any failure by the Issuer or
                    anyone else to pay any drawing under any Letter of Credit as
                    a result of any Government Acts or any other cause beyond
                    the control of the Issuer.

               (d)  Nothing in this subsection (h) is intended to limit the
                    reimbursement obligations of the Borrower contained in
                    subsection (d) above. The obligations of the Borrower under
                    this subsection (h) shall survive the termination of this
                    Agreement. No act or omissions of any current or prior
                    beneficiary of a Letter of Credit shall in any way affect or
                    impair the rights of the Issuer to enforce any right, power
                    or benefit under this Agreement.

               (e)  Notwithstanding anything to the contrary contained in this
                    subsection (h), the Borrower shall have no obligation to
                    indemnify the Issuer in respect of any liability incurred by
                    the Issuer (A) arising out of the gross negligence or
                    willful misconduct of the Issuer, as determined by a court
                    of competent jurisdiction, or (B) caused by the Issuer's
                    failure to pay under any Letter of Credit after presentation
                    to it of a request strictly complying with the terms and
                    conditions of such Letter of Credit, as determined by a
                    court of competent jurisdiction, unless such payment is
                    prohibited by any law, regulation, court order or decree.

          (i)  Responsibility of Issuer. It is expressly understood and agreed
               that the obligations of the Issuer hereunder to the Lenders are
               only those expressly set forth in this Agreement and that the
               Issuer shall be entitled to assume that the conditions precedent
               set forth in Article III have been satisfied unless it shall have
               acquired actual knowledge that any such condition precedent has
               not been satisfied; provided, however, that nothing set forth in
               this Section 2.08 shall be deemed to prejudice the right of any
               Lender to recover from the Issuer any amounts made available by
               such Lender to the Issuer pursuant to this Section 2.08 in the
               event that it is determined by a court of competent jurisdiction
               that the payment with respect to the relevant Letter of Credit
               constituted gross negligence or willful misconduct on the part of
               the Issuer.

          (j)  Limitation on Obligation of the Issuer. Notwithstanding anything
               contained herein to the contrary, the Issuer shall not be under
               any obligation to issue, renew or extend any Letter of Credit if
               (i) any order, judgment or decree of any Governmental Authority
               or arbitrator shall by its terms purport to enjoin or restrain
               the Issuer from issuing such Letter of Credit, or any applicable
               law, rule or regulation or any request or directive (whether or
               not having the force of law) from any Governmental Authority with
               jurisdiction over the Issuer shall prohibit, or request that the
               Issuer refrain from, the issuance of letters of credit generally
               or such Letter of Credit in particular, or shall impose upon the
               Issuer with respect to such Letter of Credit any restriction,
               reserve or capital requirement (for which the Issuer is not
               otherwise compensated hereunder) not in effect on the Closing
               Date, or shall impose upon the Issuer any unreimbursed loss,
               costs or expense which was not applicable on the Closing Date and
               which the Issuer should deem material to it in good faith, or
               (ii) the issuance, renewal or extension would violate or
               otherwise contravene its internal policy.


                                       20
<PAGE>

          (k)  Conflict with LOC Documents. Solely as among the parties hereto,
               in the event of any conflict between this Agreement and any LOC
               Document (including any letter of credit application), this
               Agreement shall control.

     (i)  Reduction and Expiration of Commitments.

          (a)  The Commitments shall expire on the last day of the Availability
               Period if not utilized prior to such date.

          (b)  The Borrower may, upon at least five Business Days' prior notice
               to the Administrative Agent, terminate in whole or reduce ratably
               in part the unused portions of the respective Commitments of the
               Lenders; provided, however, that each partial reduction shall be
               in the aggregate amount of not less than $1,000,000 or an
               integral multiple of $1,000,000 in excess thereof.

          (c)  The Commitments shall be automatically and permanently reduced by
               an amount equal to the amount of any prepayment required by
               Section 2.06(b)(ii) in connection with any Divestiture to the
               extent that the aggregate amount of Net Cash Proceeds received
               from all Divestitures from and after the Closing Date exceeds
               $500,000.

     (j)  Fees.

          (a)  Unused Commitment Fee. The Borrower agrees to pay to the
               Administrative Agent, for the account of each Lender, an unused
               commitment fee on the average daily unused portion of such
               Lender's Commitment at the rate of 0.50% per annum, payable in
               arrears on (i) the last day of each fiscal quarter and (ii) the
               last day of the Availability Period.

          (b)  Up-Front Fee. The Borrower shall pay to the Administrative Agent,
               for the account of each Lender party hereto on the date hereof,
               on the Closing Date in immediately available funds, a one-time,
               up-front fee equal to 3.0% of the aggregate Commitments of all of
               the Lenders.

          (c)  Letter of Credit Fee. The Borrower shall pay to the
               Administrative Agent for the ratable benefit of the Lenders a fee
               (the "Letter of Credit Fee") equal to one and one-half percent
               (1.50%) per annum on the average daily maximum amount available
               to be drawn under Letters of Credit from the date of issuance to
               the date of expiration. The Letter of Credit Fee shall be payable
               quarterly in arrears on the 15th day following the last day of
               each calendar quarter for the immediately preceding calendar
               quarter (or portion thereof) beginning with the first such date
               to occur after the Closing Date (as well as on the Maturity
               Date).

          (d)  Issuer Fees. In addition to the Letter of Credit Fee, the
               Borrower agrees to pay to the Issuer Lender for its own account
               without sharing by the other Lenders (i) a fronting and
               negotiation fee of one-eighth of one percent (0.125%) per annum
               on the average daily maximum amount available to be drawn under
               Letters of Credit from the date of issuance to the date of
               expiration (the "Issuing Lender Fees") and (ii) the customary
               charges from time to time of the Issuer with respect to the
               issuance, amendment, transfer, administration, cancellation and
               conversion of, and drawings under, the Letters of Credit. The
               Issuer Fees shall be payable quarterly in arrears on the 15th day
               following the last day of each calendar quarter for the
               immediately preceding calendar quarter (or portion thereof)
               beginning with the first such date to occur after the Closing
               Date (as well as on the Maturity Date). The customary charges
               shall be payable on demand.

          (e)  Payment of Fees. All fees payable hereunder shall be paid on the
               dates due, in immediately available funds, to the Administrative
               Agent for distribution, in the case of the fees set forth in
               clauses (a), (b)


                                       21
<PAGE>

               and (c), to the Persons entitled thereto. Fees paid hereunder
               shall not be refundable under any circumstances.

     (k)  Interest.

          The Borrower shall pay interest on the unpaid principal amount of each
Loan from the date thereof until the principal amount thereof shall be paid in
full, at a rate per annum equal at all times to the Prime Rate in effect from
time to time plus 3.0% per annum, payable quarterly in arrears on the last day
of each fiscal quarter and on the date any Loan is or is to be paid or prepaid,
in whole or in part; provided, however, that during the continuance of an Event
of Default, all Loans shall bear interest, payable on demand, at a rate per
annum equal at all times to the Prime Rate then in effect plus 5.0% per annum.
The Administrative Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Administrative Agent
for purposes of this Section 2.11.

     (l)  Capital Adequacy.

          If after the date hereof, (a) the introduction of or any change in or
in the interpretation of any law or regulation, (b) compliance with any law or
regulation, or (c) compliance with any guideline or request from any central
bank or other Governmental Authority (whether or not having the force of law)
affects or would affect the amount of capital required or expected to be
maintained by any Lender or the Issuer or any corporation controlling any Lender
or the Issuer and such Lender or the Issuer reasonably determines that such
amount is based upon the existence of such Lender's Commitments, Loans, Letters
of Credit and its other commitments, loans and letters of credit of similar
type, then, within ten Business Days after demand by such Lender or the Issuer
(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to the Administrative Agent for the account of such Lender or the Issuer, from
time to time as specified by such Lender or the Issuer, additional amounts
sufficient to compensate such Lender or the Issuer in the light of such
circumstances, to the extent that such Lender or the Issuer reasonably
determines such increase in capital to be allocable to the existence of any or
all of such Lender's or the Issuer's Commitments, Loans or Letters of Credit. A
certificate containing reasonably detailed calculations of such amounts
submitted to the Borrower and the Administrative Agent by such Lender or the
Issuer shall be conclusive and binding for all purposes absent manifest error.


                                       22
<PAGE>

     (m)  Increased Costs.

          If, due to either (a) the introduction of or any change in or in the
interpretation of any law or regulation or (b) compliance with any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost to any Lender
or the Issuer of agreeing to make or making, funding or maintaining any Loans or
Issuer, then the Borrower shall from time to time, within ten Business Days
after demand by such Lender or the Issuer (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender or the Issuer additional amounts sufficient to compensate such Lender or
the Issuer for such increased cost. A certificate containing reasonably detailed
calculations of the amount of such increased cost, submitted to the Borrower and
the Administrative Agent by such Lender or the Issuer, shall be conclusive and
binding for all purposes, absent manifest error.

     (n)  Payments and Computations.

          (a)  The Borrower shall make each payment hereunder and under the
               Notes not later than 11:00 A.M. (New York City time) on the day
               when due, in Dollars, to the Administrative Agent at its address
               referred to in Section 11.01 in immediately available funds
               without set-off or counterclaim. The Administrative Agent will
               promptly thereafter cause to be distributed immediately available
               funds relating to the payment of principal, interest or fees
               (other than amounts payable pursuant to Sections 2.12, 2.13 and
               2.15) to the Lenders, in accordance with their respective Ratable
               Portions, or the Issuer, and like funds relating to the payment
               of any other amount payable to any Lender or the Issuer to such
               Lender or the Issuer, in each case to be applied in accordance
               with the terms of this Agreement. Payment received by the
               Administrative Agent after 11:00 A.M. (New York City time) shall
               be deemed to be received on the next Business Day.

          (b)  The Borrower hereby authorizes each Lender and the Issuer, if and
               to the extent payment owed to such Lender or the Issuer is not
               made when due hereunder or under any Loan held by such Lender, to
               charge from time to time against any or all of the Borrower's
               accounts with such Lender or the Issuer any amount so due.

          (c)  All computations of interest based on the Prime Rate or the
               Federal Funds Rate and of fees shall be made by the
               Administrative Agent on the basis of a year of 365 or 366 days,
               as the case may be, for the actual number of days (including the
               first day but excluding the last day) occurring in the period for
               which such interest or fees are payable. Each determination by
               the Administrative Agent of an interest rate hereunder shall be
               conclusive and binding for all purposes, absent manifest error.

          (d)  Whenever any payment hereunder or under the Notes shall be stated
               to be due on a day other than a Business Day, such payment shall
               be made on the next succeeding Business Day, and such extension
               of time shall in such case be included in the computation of
               payment of interest or fee, as the case may be.

          (e)  Unless the Administrative Agent shall have received notice from
               the Borrower prior to the date on which any payment is due
               hereunder to the Lenders that the Borrower will not make such
               payment in full, the Administrative Agent may assume that the
               Borrower has made such payment in full to the Administrative
               Agent on such date, and the Administrative Agent may, in reliance
               upon such assumption, cause to be distributed to each Lender on
               such due date an amount equal to the amount then due such Lender.
               If and to the extent the Borrower shall not have so made such
               payment in full to the Administrative Agent, each Lender shall
               repay to the Administrative Agent forthwith on demand such amount
               distributed to such Lender together with interest thereon, for
               each day from the date such amount is distributed to such Lender
               until the date such Lender repays such amount to the
               Administrative Agent, at the Federal Funds Rate.


                                       23
<PAGE>

     (o)  Taxes.

          (a)  Any and all payments by the Borrower under each Credit Document
               shall be made free and clear of and without deduction for any and
               all present or future taxes, levies, imposts, deductions, charges
               or withholdings, and all liabilities with respect thereto,
               excluding, in the case of the Administrative Agent, taxes
               measured by its net income and franchise taxes (imposed in lieu
               of a tax on net income) imposed on it by each jurisdiction under
               the laws of which the Administrative Agent is organized or any
               political subdivision thereof and, in the case of each Lender,
               taxes measured by its net income and franchise taxes (imposed in
               lieu of a tax on net income) imposed on it by each jurisdiction
               under the laws of which such Lender is organized or any political
               subdivision thereof (all such non-excluded taxes, levies,
               imposts, deductions, charges, withholdings and liabilities being
               hereinafter referred to as "Taxes"). If the Borrower shall be
               required by law to deduct or withhold any Taxes from or in
               respect of any sum payable hereunder to any Lender or the
               Administrative Agent (i) the sum payable shall be increased as
               may be necessary so that after making all required deductions or
               withholdings (including, without limitation, deductions or
               withholdings applicable to additional sums payable under this
               Section 2.13) such Lender or the Administrative Agent, as the
               case may be, receives an amount equal to the sum it would have
               received had no such deductions or withholdings been made, (ii)
               the Borrower shall make such deductions or withholdings, and
               (iii) the Borrower shall pay the full amount deducted or withheld
               to the relevant taxing authority or other authority in accordance
               with applicable law.

          (b)  In addition, the Borrower agrees to pay any present or future
               stamp or documentary taxes or any other excise or property taxes,
               charges or similar levies of any applicable Governmental
               Authority which arise from any payment made under any Credit
               Document or from the execution, delivery or registration of, or
               otherwise with respect to, any Credit Document (collectively,
               "Other Taxes").

          (c)  The Borrower will indemnify each Lender and the Administrative
               Agent for the full amount of Taxes or Other Taxes (including,
               without limitation, any Taxes or Other Taxes imposed by any
               jurisdiction on amounts payable under this Section 2.13) paid by
               such Lender or the Administrative Agent, as the case may be, and
               any liability (including, without limitation, for penalties,
               interest and expenses) arising therefrom or with respect thereto,
               whether or not such Taxes or Other Taxes were correctly or
               legally asserted. This indemnification shall be made within 30
               days from the date such Lender or the Administrative Agent, as
               the case may be, makes written demand therefor.

          (d)  Within 30 days after the date of any payment of Taxes or Other
               Taxes, the Borrower will furnish to the Administrative Agent, at
               its address referred to in Section 11.01, the original or a
               certified copy of a receipt evidencing payment thereof.

          (e)  Without prejudice to the survival of any other agreement of the
               Borrower hereunder, the agreements and obligations of the
               Borrower contained in this Section 2.13 shall survive the payment
               in full of the Obligations.

          (f)  Any Lender and the Issuer that is a United States person under
               Section 7701(a)(30) of the Code for U.S. Federal income tax
               purposes shall deliver to the Borrower and the Administrative
               Agent at the time or times prescribed by applicable law or
               reasonably requested by the Borrower a properly completed and
               executed Internal Revenue Service Form W-9 (or any subsequent
               versions thereof or successors thereto). Any Lender or the Issuer
               that is not a United States person under Section 7701(a)(30) of
               the Code for U.S. Federal income tax purposes that is entitled to
               an exemption from or reduction of withholding tax under the laws
               of the United States of America, or any treaty to which the
               United States of America is a party, with respect to payments
               under any Credit Document shall deliver to the Borrower and the
               Administrative Agent, at the time or times prescribed by
               applicable law or reasonably requested by the Borrower, such
               properly completed and executed documentation prescribed by
               applicable law as will permit such payments to be made without
               withholding or at a reduced rate.


                                       24
<PAGE>

          (g)  In those circumstances as shall be necessary under applicable law
               to allow payments hereunder to be made free of (or at a reduced
               rate of) United States withholding tax, at the written request of
               the Borrower, the Administrative Agent shall provide the Borrower
               with (i) two properly completed and executed originals of IRS
               Form W-8IMY (or any subsequent versions thereof or successors
               thereto) with respect to its exemption from United States
               withholding tax because it is a U.S. branch of a foreign bank and
               (ii) such documentation as shall have been received from the
               Lenders or the Issuer by the Administrative Agent but not the
               Borrower pursuant to subparagraph (f) of this Section.

          (p)  Sharing of Payments, Etc.

               If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Loans made by it or the LOC Obligations (other than pursuant to
Section 2.12, 2.13, or 2.15) in excess of its Ratable Portion of payments on
account of the Loans or LOC Obligations obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in their
Loans and LOC Obligations as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them; provided, however, that
if all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded, and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (a) the amount of such Lender's required
repayment to (b) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.14
may, to the fullest extent permitted by law, exercise all its rights of payment
(including, without limitation, the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

Item 62.

CONDITIONS

     (a)  Conditions Precedent to Initial Loans and Letter of Credit.

          The obligation of each Lender to make its initial Loan and of the
Issuer to issue its initial Letter of Credit is subject to satisfaction of all
of the following conditions precedent:


                                       25
<PAGE>

          (a)  Certain Documents. The Administrative Agent shall have received,
               on the Closing Date, the following, each dated the Closing Date
               unless otherwise indicated, in form and substance satisfactory to
               the Administrative Agent and (except for the Notes) in sufficient
               copies for each Lender:

               (a)  From each party hereto either (A) a counterpart of this
                    Agreement signed on behalf of such party or (B) written
                    evidence satisfactory to the Administrative Agent (which may
                    include telecopy transmission of a signed signature page to
                    this Agreement) that such party has signed a counterpart of
                    this Agreement.

               (b)  The Notes to the order of the Lenders, respectively, duly
                    executed by the Borrower.

               (c)  Copies of each of the Financing Agreements.

               (d)  The Pledge Agreement, duly executed by the respective
                    parties thereto, together with evidence that all action
                    necessary or, in the opinion of the Administrative Agent,
                    desirable to perfect and protect the Lien created by the
                    Pledge Agreement has been taken.

               (e)  The Security Agreement, duly executed by the respective
                    parties thereto, together with evidence that all action
                    necessary or, in the opinion of the Administrative Agent,
                    desirable to perfect the Liens created by the Security
                    Agreement has been taken.

               (f)  A favorable written opinion (addressed to the Administrative
                    Agent and the Lenders and dated the Closing Date) of (A)
                    Willkie Farr & Gallagher, counsel for the Credit Parties, in
                    form and substance satisfactory to the Lenders, the Issuer
                    and the Administrative Agent (and the Credit Parties hereby
                    instruct such counsel to deliver such opinion to the
                    Administrative Agent, the Issuer and the Lenders) and (B)
                    the general counsel of the Credit Parties, in form and
                    substance satisfactory to the Lenders, the Issuer and the
                    Administrative Agent (and the Credit Parties hereby instruct
                    such general counsel to deliver such opinion to the
                    Administrative Agent, the Issuer and the Lenders).

               (g)  Copies of (A) the audited consolidated and consolidating
                    balance sheets for the members of the Consolidated Group as
                    of December 31, 2000, and the related audited consolidated
                    and consolidating statements of operations, shareholders'
                    equity, and cash flows for the fiscal year ending as of such
                    date and (B) the unaudited consolidated balance sheet of the
                    Consolidated Group as of June 30, 2000, and the related
                    unaudited statements of operations and cash flows for the
                    six-month period ending as of such date.

               (h)  Receipt by the Administrative Agent of the following (or
                    their equivalent) for each of the Credit Parties, certified
                    by a secretary or assistant secretary as of the Closing Date
                    to be true and correct and in force and effect as of such
                    date:

Resolutions. Copies of resolutions of the Board of Directors approving and
adopting the respective Credit Documents, the transactions contemplated thereby
and authorizing execution and delivery thereof. Organizational Documents. Copies
of the organizational documents of each Credit Party. Incumbency Certificate. A
certificate of the Secretary or an Assistant Secretary of each Credit Party
certifying the names and true signatures of each officer of such Credit Party
who has been authorized to execute and deliver any Credit Document or other
document required hereunder to be executed and delivered by or on behalf of such
Credit Party.

               (i)  Copies, where applicable, of (A) certificates of good
                    standing, existence or its equivalent certified as of a
                    recent date by the appropriate Governmental Authorities of
                    the state of incorporation and (B) certificates indicating
                    payment of all corporate franchise taxes certified as of a
                    recent date by the appropriate governmental taxing
                    authorities of the state of incorporation.


                                       26
<PAGE>

               (j)  Officer's Certificate Regarding Conditions Precedent. A
                    certificate, signed by a Responsible Officer of the
                    Borrower, stating that each of the conditions specified in
                    Sections 3.02(a) and 3.02(b) has been satisfied.

               (k)  Officer's Certificate Regarding Representations and
                    Warranties. A certificate, signed by a Responsible Officer
                    of the Borrower, with respect to the additional
                    representations and warranties to be made by the Credit
                    Parties on the Closing Date.

               (l)  Other Documents and Information. Such additional documents,
                    information and materials as any Lender or the Issuer,
                    through the Administrative Agent, may reasonably request.

          (b)  Fees and Expenses. All costs and accrued and unpaid fees and
               expenses (including, without limitation, reasonable legal fees
               and expenses) required to be paid to the Lenders, the Issuer and
               the Administrative Agent on or before the Closing Date,
               including, without limitation, those referred to in Sections 2.10
               and 11.05, to the extent then due and payable, shall have been
               paid.

          (c)  Absence of Legal Proceedings. The absence of any action, suit,
               investigation or proceeding (other than the Bankruptcy Cases)
               pending in any court or before any arbitrator or governmental
               instrumentality which could reasonably be expected to have a
               Material Adverse Effect.

          (d)  DIP Financing Orders. Receipt by the Administrative Agent of
               evidence satisfactory to the Administrative Agent, in its sole
               discretion, that the Interim DIP Financing Order has been entered
               by the Bankruptcy Court and docketed by the Clerk of the
               Bankruptcy Court, and that such order is in full force and effect
               and has not been vacated, reversed, modified, amended, or stayed
               pending appeal.

          (e)  Motions, Etc. The Lenders, the Issuer and the Administrative
               Agent shall have reviewed and found satisfactory all motions,
               orders and other pleadings or related documents to be filed or
               submitted to the Bankruptcy Court in connection with this
               Agreement and the Bankruptcy Cases.

          (f)  Initial Transit Budgets. Receipt by the Administrative Agent of
               the Initial Transit Budget, in form, scope and substance
               satisfactory to the Administrative Agent in its sole discretion.

          (g)  Due Diligence. The Lenders shall have completed a satisfactory
               due diligence review of the Credit Parties.

          (h)  No Material Adverse Change. Since the Filing Date, there has been
               no event, condition or change that, individually or in the
               aggregate, could reasonably be expected to have a Material
               Adverse Effect (and if requested by the Administrative Agent, the
               Borrower shall deliver a certificate to such effect from a
               Responsible Officer of the Borrower).

     (b)  Conditions Precedent to Each Loan and Letter of Credit.

          The obligation of each Lender to make any Loan (including the Loan
being made by such Lender on the Closing Date) and of the Issuer to issue any
Letter of Credit shall be subject to the further conditions precedent that:


                                       27
<PAGE>

          (a)  Accuracy of Certain Statements. The following statements shall be
               true on the date of such Loan or issuance of Letter of Credit,
               before and after giving effect thereto, and to the application of
               the proceeds therefrom (and the acceptance by the Borrower of the
               proceeds of such Loan or issuance of such Letter of Credit shall
               constitute a representation and warranty by the Borrower that on
               the date of such Loan or such issuance such statements are true):

               (a)  The representations and warranties of the Credit Parties
                    contained in Article IV of this Agreement and in the other
                    Credit Documents are true and correct on and as of such date
                    as though made on and as of such date (unless such
                    representations and warranties are made as of another date,
                    in which case they shall be true and correct as of such
                    date); and

               (b)  No Default or Event of Default has occurred and is
                    continuing or will result from the Loans being made on such
                    date.

          (b)  No Violation of Law or Injunction.

          The making of the Loans or issuance of such Letter of Credit on such
date does not violate any Requirement of Law and is not enjoined, temporarily,
preliminarily or permanently.

          DIP Financing Orders.

          Either the Interim DIP Financing Order or Final DIP Financing Order
shall be in full force and effect and shall not have been vacated, reversed,
modified, amended or stayed (except to the extent that the Interim DIP Financing
Order is replaced and superseded by the Final DIP Financing Order) and shall be
in form and substance satisfactory to the Administrative Agent.

          (c)  No Order of Bankruptcy.

          No order of the Bankruptcy Court shall have been entered (i)
authorizing the Credit Parties to borrow money pursuant to section 364 of the
Bankruptcy Code from any Person (other than the Lenders pursuant to this
Agreement or otherwise) or to obtain any other credit from any Person secured by
a Lien on any of the assets of the Credit Parties pursuant to sections 364(c) or
(d) of the Bankruptcy Code, or (ii) affording any creditor adequate protection
under sections 361 through 364 of the Bankruptcy Code by granting a Lien in any
Collateral, unless the Lenders consent to such a Lien or such Lien is junior and
expressly subordinated in all respects to the Liens of the Administrative Agent
in the Collateral.

          (d)  Expiration of Interim Period.

          The obligation of the Lenders and the Issuer to extend credit under
this Agreement after the Interim Period expires shall be subject to the further
condition precedent that, in addition to the conditions set forth in this
Section 3.02, the Administrative Agent shall have received evidence,
satisfactory to the Administrative Agent, that the Final DIP Financing Order has
been entered by the Bankruptcy Court and docketed by the Clerk of the Bankruptcy
Court, and that such order (i) shall be in full force and effect, (ii) shall
provide that the Credit Parties are prohibited from asserting any claims against
the Collateral pursuant to 11 U.S.C. ss.506(c) (except as provided in the Carve
Out and as agreed to by the Lenders) and (iii) shall not have been vacated,
reversed, modified, amended or stayed pending appeal.

Item 63.

REPRESENTATIONS AND WARRANTIES

          To induce the Lenders, the Issuer and the Administrative Agent to
enter into this Agreement, each of the Credit Parties hereby represents and
warrants to the Administrative Agent, each Lender and the Issuer that:


                                       28
<PAGE>

     (a)  Financial Condition.

          Each of the financial statements described below (copies of which have
heretofore been provided to the Administrative Agent for distribution to the
Lenders), have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby, are complete and correct in all material
respects and present fairly the financial condition and results from operations
of the entities and for the periods specified (subject in the case of interim
company-prepared statements to normal year-end adjustments and the absence of
footnotes):

          (a)  audited consolidated and consolidating balance sheets for the
               members of the Consolidated Group for the fiscal years ended
               December 31, 1999 and December 31, 2000, together with related
               audited consolidated and consolidating statements of operations,
               shareholders equity and cash flows for such fiscal years, in each
               case certified by Arthur Andersen LLP, certified public
               accountants; and

          (b)  after the Closing Date, the annual and quarterly financial
               statements provided in accordance with Sections 5.01(a) and
               5.01(b).

     (b)  No Changes or Restricted Payments.

          Since December 31, 2000, (a) except as set forth on Schedule 4.02 and
other than the commencement of the Bankruptcy Cases, there has been no
circumstance, development or event relating to or affecting the members of the
Transit Group which has had or would be reasonably expected to have a Material
Adverse Effect, and (b) except as permitted herein, no Restricted Payments have
been made or declared by any Credit Party.

     (c)  Organization; Existence; Compliance with Law.

          Each of the Credit Parties (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or
organization, (b) has the corporate or other necessary power and authority, and
the legal right to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged,
(c) is duly qualified as a foreign entity and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification, other than in such
jurisdictions where the failure to be so qualified or in good standing would
not, in the aggregate, have a Material Adverse Effect, and (d) is in compliance
with its Certificate of Incorporation and Bylaws (or other organizational or
governing documents) and all Requirements of Law, except to the extent that the
failure to comply therewith would not, in the aggregate, be reasonably expected
to have a Material Adverse Effect.



                                       29
<PAGE>

     (d)  Power; Authorization; Enforceable Obligations.

          (a)  Subject to the entry of the DIP Financing Order, each of the
               Credit Parties has the corporate or other necessary power and
               authority, and the legal right, to execute, make, deliver and
               perform the Credit Documents to which it is a party and has taken
               all necessary corporate or other action to authorize the
               execution, delivery and performance by it of the Credit Documents
               to which it is a party.

          (b)  Subject to the entry of the DIP Financing Order, the execution,
               delivery and performance by each Credit Party of the Credit
               Documents to which it is a party and the consummation of the
               transactions contemplated thereby do not and will not (i)
               contravene such Person's Certificate of Incorporation or Bylaws
               or other comparable governing documents, (ii) violate any other
               applicable Requirement of Law (including, without limitation,
               Regulations T, U and X of the Board of Governors of the Federal
               Reserve System), or any order or decree of any Governmental
               Authority or arbitrator, (iii) result in the creation or
               imposition of any Lien upon any of the property of such Person or
               any of its Subsidiaries, other than those in favor of the
               Administrative Agent pursuant hereto and the Collateral Documents
               or (iv) violate or conflict with any order, writ, judgment,
               injunction, decree or permit applicable to any Credit Party.

          (c)  Except for the entry of each of the DIP Financing Orders, no
               consent or authorization of, filing with, notice to or other act
               by or in respect of, any Governmental Authority or any other
               Person is required in connection with acceptance of the Loans or
               the making of the guaranties hereunder or with the execution,
               delivery or performance of any Credit Documents by the Credit
               Parties (other than (i) those which have been obtained and are in
               full force and effect, (ii) such filings as are required by the
               Securities and Exchange Commission and (iii) other filings
               necessary to fulfill other reporting requirements with
               Governmental Authorities) or with the validity or enforceability
               of any Credit Document against the Credit Parties (except such
               filings as are necessary in connection with the perfection of the
               Liens created by such Credit Documents).

          (d)  Subject to the entry of the DIP Financing Order, each Credit
               Document to which it is a party constitutes a legal, valid and
               binding obligation of such Credit Party enforceable against such
               Credit Party in accordance with its terms without defense, setoff
               or counterclaim.

          (e)  [Reserved.]

          (f)  No Material Litigation.

               No claim, litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the best knowledge of
the Credit Parties, threatened by or against, any Credit Party or against any of
the Facilities or revenues which (a) purports to affect the legality, validity
or enforceability of any of the Credit Documents or (b) is reasonably likely to
have a Material Adverse Effect.

          (g)  No Default.

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

          (h)  Ownership of Property; Liens.

               Each of the Credit Parties has good record and marketable title
in fee simple to, or a valid leasehold interest in, all its real property
material to the Credit Parties taken as a whole, and good title to, or a valid
leasehold interest in, all its other property material to the Credit Parties
taken as a whole, and none of such property is subject to any Lien, except for
Permitted Liens.


                                       30
<PAGE>

     (i)  Intellectual Property.

          Each Credit Party owns, or has the legal right to use, the
Intellectual Property necessary for it to conduct its business as currently
conducted, except to the extent the failure to do so would not be reasonably
expected to have a Material Adverse Effect. No claim has been asserted and is
pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does any Credit Party know of any such claim, and the use of such
Intellectual Property by the Credit Parties does not infringe on the rights of
any Person, except for such claims and infringements that in the aggregate,
would not be reasonably expected to have a Material Adverse Effect.

     (j)  No Burdensome Restrictions.

          Neither the Certificate of Incorporation or Bylaws (or other
organizational or governing documents) nor any Requirement of Law of any Credit
Party would be reasonably expected to have a Material Adverse Effect.

     (k)  Taxes.

          Each Credit Party has filed all post-petition federal and other tax
returns and material reports required to be filed, and has paid all
post-petition federal and other taxes, assessments, fees and other governmental
charges levied or imposed upon it or its Facilities, income or assets otherwise
due and payable unless such unpaid taxes and assessments are (a) not yet past
due or (b) being contested in good faith and by appropriate proceedings
diligently pursued and as to which adequate reserves determined in accordance
with GAAP have been established on such Credit Party's books and records and no
Lien with respect to nonpayment thereof has been asserted. No Credit Party is
aware of any proposed tax assessments against it, with respect to any prior
period, in excess of amounts accrued on its financial statements (as required to
be accrued in accordance with GAAP), nor does any Credit Party anticipate any
further material tax liability with respect to any open taxable years taken as a
whole in excess of accrued amounts.

     (l)  ERISA.

          Except as would not reasonably be expected to have a Material Adverse
Effect:

          (a)  During the five-year period prior to the date on which this
               representation is made or deemed made: (i) no ERISA Event has
               occurred, and, to the best knowledge of the Credit Parties, no
               event or condition has occurred or exists as a result of which
               any ERISA Event could reasonably be expected to occur, with
               respect to any Plan; (ii) no "accumulated funding deficiency," as
               such term is defined in Section 302 of ERISA and Section 412 of
               the Internal Revenue Code, whether or not waived, has occurred
               with respect to any Plan; (iii) each Plan has been maintained,
               operated, and funded in compliance with its own terms and in
               material compliance with the provisions of ERISA, the Internal
               Revenue Code, and any other applicable federal or state laws; and
               (iv) no lien in favor of the PBGC or a Plan has arisen or is
               reasonably likely to arise on account of any Plan.

          (b)  The actuarial present value of all "benefit liabilities" (as
               defined in Section 4001(a)(16) of ERISA), whether or not vested,
               under each Single Employer Plan, as of the last annual valuation
               date prior to the date on which this representation is made or
               deemed made (determined, in each case, in accordance with
               Financial Accounting Standards Board Statement 87, utilizing the
               actuarial assumptions used in such Plan's most recent actuarial
               valuation report), did not exceed as of such valuation date the
               fair market value of the assets of such Plan.

          (c)  Neither any Credit Party nor any ERISA Affiliate has incurred,
               or, to the best knowledge of the Credit Parties, could be
               reasonably expected to incur, any withdrawal liability under
               ERISA to any Multiemployer Plan or Multiple Employer Plan.
               Neither any Credit Party nor any ERISA Affiliate would become
               subject to any withdrawal liability under ERISA if any Credit
               Party or any ERISA


                                       31
<PAGE>

               Affiliate were to withdraw completely from all Multiemployer
               Plans and Multiple Employer Plans as of the valuation date most
               closely preceding the date on which this representation is made
               or deemed made. Neither any Credit Party nor any ERISA Affiliate
               has received any notification that any Multiemployer Plan is in
               reorganization (within the meaning of Section 4241 of ERISA), is
               insolvent (within the meaning of Section 4245 of ERISA), or has
               been terminated (within the meaning of Title IV of ERISA), and no
               Multiemployer Plan is, to the best knowledge of the Credit
               Parties, reasonably expected to be in reorganization, insolvent,
               or terminated.

          (d)  No prohibited transaction (within the meaning of Section 406 of
               ERISA or Section 4975 of the Internal Revenue Code) or breach of
               fiduciary responsibility has occurred with respect to a Plan
               which has subjected or may subject any Credit Party or any ERISA
               Affiliate to any liability under Sections 406, 409, 502(i), or
               502(l) of ERISA or Section 4975 of the Internal Revenue Code, or
               under any agreement or other instrument pursuant to which any
               Credit Party or any ERISA Affiliate has agreed or is required to
               indemnify any person against any such liability.

          (e)  Neither any Credit Party nor any ERISA Affiliates has any
               material liability with respect to "expected post-retirement
               benefit obligations" within the meaning of the Financial
               Accounting Standards Board Statement 106. Each Plan which is a
               welfare plan (as defined in Section 3(1) of ERISA) to which
               Sections 601-609 of ERISA and Section 4980B of the Internal
               Revenue Code apply has been administered in compliance in all
               material respects of such sections.

          (f)  Neither the execution and delivery of this Agreement nor the
               consummation of the financing transactions contemplated
               thereunder will involve any transaction which is subject to the
               prohibitions of Sections 404, 406 or 407 of ERISA or in
               connection with which a tax could be imposed pursuant to Section
               4975 of the Internal Revenue Code. The representation by the
               Credit Parties in the preceding sentence is made in reliance upon
               and subject to the accuracy of the Lenders' representation in
               Section 11.15 with respect to their source of funds and is
               subject, in the event that the source of the funds used by the
               Lenders in connection with this transaction is an insurance
               company's general asset account, to the application of Prohibited
               Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995),
               compliance with the regulations issued under Section 401(c)(1)(A)
               of ERISA, or the issuance of any other prohibited transaction
               exemption or similar relief, to the effect that assets in an
               insurance company's general asset account do not constitute
               assets of an "employee benefit plan" within the meaning of
               Section 3(3) of ERISA or a "plan" within the meaning of Section
               4975(e)(1) of the Internal Revenue Code.

     (m)  Governmental Regulations, Etc.

          (a)  No part of the proceeds of the Loans hereunder will be used,
               directly or indirectly, for the purpose of purchasing or carrying
               any "margin stock" within the meaning of Regulation U. If
               requested by any Lender or the Administrative Agent, the Borrower
               will furnish to the Administrative Agent and each Lender a
               statement to the foregoing effect in conformity with the
               requirements of FR Form U-1 referred to in said Regulation U. No
               Indebtedness being reduced or retired out of the proceeds of the
               Loans hereunder was or will be incurred for the purpose of
               purchasing or carrying any margin stock within the meaning of
               Regulation U or any "margin security" within the meaning of
               Regulation T. "Margin stock" within the meanings of Regulation U
               does not constitute more than 25% of the value of the
               consolidated assets of the Borrower and its Subsidiaries. None of
               the transactions contemplated by this Agreement (including,
               without limitation, the direct or indirect use of the proceeds of
               the Loans) will violate or result in a violation of the
               Securities Act of 1933, as amended or the Exchange Act, or
               regulations issued pursuant thereto, or Regulation T, U or X.

          (b)  The Borrower will not use any proceeds of the Loans for any
               purpose that is improper under the Bankruptcy Code.


                                       32
<PAGE>

          (c)  No Credit Party is subject to regulation under the Public Utility
               Holding Company Act of 1935, the Federal Power Act or the
               Investment Company Act of 1940, each as amended. In addition, no
               Credit Party is (i) an "investment company" registered or
               required to be registered under the Investment Company Act of
               1940, as amended, and is not controlled by such a company, or
               (ii) a "holding company", or a "subsidiary company" of a "holding
               company", or an "affiliate" of a "holding company" or of a
               "subsidiary" of a "holding company", within the meaning of the
               Public Utility Holding Company Act of 1935, as amended.

          (d)  No director, executive officer or principal shareholder of any
               Credit Party is a director, executive officer or principal
               shareholder of any Lender. For the purposes hereof the terms
               "director", "executive officer" and "principal shareholder" (when
               used with reference to any Lender) have the respective meanings
               assigned thereto in Regulation O.

     (n)  Subsidiaries and Guarantors.

          (a)  Set forth on Schedule 4.14(a) are all of the Subsidiaries of the
               Borrower at the Closing Date, the jurisdiction of their
               incorporation and the direct or indirect ownership interest of
               the Borrower therein.

          (b)  Set forth on Schedule 4.14(b) are all of the Guarantors at the
               Closing Date. Each Guarantor is a member of the Transit Group.
               The Borrower has no Domestic Subsidiaries that are in the
               "transit" segment of the Borrower's business other than the
               Guarantors.

     (o)  Use of Proceeds and Letters of Credit.

          (a)  The proceeds of the Loans made hereunder shall be used by the
               Borrower solely to cash collateralize up to 40% of the penal sum
               of any Surety Bond issued under the Bond Credit Agreement.

          (b)  The Letters of Credit issued hereunder shall be used by the
               Borrower solely to collateralize up to 40% of the penal sum of
               any Surety Bond issued under the Bond Credit Agreement.

          (c)  None of the proceeds of the Loans may be used by the Borrower to
               amortize, repay or prepay any Indebtedness of the Borrower or any
               of its Subsidiaries or Affiliates for borrowed money, other than
               the Emergency Loan.

          (d)  No proceeds of the Loans or the Collateral will be used by the
               Borrower or any other Person (including, without limitation, any
               statutory committee appointed in the Bankruptcy Cases) to (i)
               object to or contest in any manner, or raise any defenses to, the
               validity, extent, perfection, priority or enforceability of the
               Obligations, the Liens granted to the Administrative Agent and
               the Lenders under this Agreement and the Collateral Documents or
               any other rights or interests of the Administrative Agent and the
               Lenders under this Agreement and the other Credit Documents or
               (ii) assert any claims or causes of action, including, without
               limitation, any actions under Chapter 5 of the Bankruptcy Code,
               against the Administrative Agent and/or the Lenders.

     (p)  Environmental Matters.

          Except as would not reasonably be expected to have a Material Adverse
Effect:

          (a)  Each of the facilities and Properties owned, leased or operated
               by any Credit Party (the "Facilities") and all operations at the
               Facilities are in compliance with all applicable Environmental
               Laws, and there is no violation of any Environmental Law with
               respect to the Facilities or the businesses


                                       33
<PAGE>

               operated by any Credit Party (the "Businesses"), and there are no
               conditions relating to the Businesses or Facilities that could
               give rise to liability under any applicable Environmental Laws.

          (b)  None of the Facilities contains, or has previously contained, any
               Materials of Environmental Concern at, on or under the Facilities
               in amounts or concentrations that constitute or constituted a
               violation of, or could give rise to liability under,
               Environmental Laws.

          (c)  No Credit Party has received any written or verbal notice of, or
               inquiry from any Governmental Authority regarding, any violation,
               alleged violation, non-compliance, liability or potential
               liability regarding environmental matters or compliance with
               Environmental Laws with regard to any of the Facilities or the
               Businesses, nor does any Credit Party have knowledge or reason to
               believe that any such notice will be received or is being
               threatened.

          (d)  Materials of Environmental Concern have not been transported or
               disposed of from the Facilities, or generated, treated, stored or
               disposed of at, on or under any of the Facilities or any other
               location, in each case by or on behalf any Credit Party in
               violation of, or in a manner that would be reasonably likely to
               give rise to liability under, any applicable Environmental Law.

          (e)  No judicial proceeding or governmental or administrative action
               is pending or, to the best knowledge of any Credit Party,
               threatened, under any Environmental Law to which any Credit Party
               is or will be named as a party, nor are there any consent decrees
               or other decrees, consent orders, administrative orders or other
               orders, or other administrative or judicial requirements
               outstanding under any Environmental Law with respect to any
               Credit Party, the Facilities or the Businesses.

          (f)  There has been no release or, threat of release of Materials of
               Environmental Concern at or from the Facilities, or arising from
               or related to the operations (including, without limitation,
               disposal) of any Credit Party in connection with the Facilities
               or otherwise in connection with the Businesses, in violation of
               or in amounts or in a manner that could give rise to liability
               under Environmental Laws.

     (q)  Disclosure.

          (a)  Neither this Agreement, any of the financial statements delivered
               to the Administrative Agent, the Lenders or the Issuer, any other
               document, certificate or statement furnished to the
               Administrative Agent, the Lenders or the Issuer (with the
               exception of budgets and projections) nor any of the information
               delivered in writing to the Bankruptcy Court by or on behalf of
               any Credit Party in connection with the transactions contemplated
               hereby contains any untrue statement of a material fact or omits
               to state a material fact necessary in order to make the
               statements contained therein or herein not misleading.

          (b)  The budget and projections furnished to the Administrative Agent
               and/or the Lenders and the Issuer by or on behalf of any Credit
               Party in connection with the transactions contemplated hereby
               have been prepared in good faith on the basis of reasonable
               assumptions.

     (r)  Bank Accounts.

          Schedule 4.18 contains a complete and accurate list of all bank
accounts maintained by the Credit Parties with any bank or other financial
institution.

     (s)  Insurance.

          All policies of insurance of any kind or nature owned by or issued to
any Credit Party, including, without limitation, policies of life, fire, theft,
product liability, public liability, property damage, other casualty, employee
fidelity, workers' compensation and employee health and welfare insurance, are
(a) in full force and effect, (b) to the


                                       34
<PAGE>

Credit Parties' knowledge, sufficient, and (c) of a nature and provide such
coverage as is customarily carried by companies of the size and character of
such Person.

     (t)  Labor Matters.

          (a)  There are no strikes, work stoppages, slowdowns or lockouts
               pending or, to the Credit Parties' knowledge, threatened against
               or involving any Credit Party, other than those which in the
               aggregate have no Material Adverse Effect.

          (b)  There are no arbitrations or grievances pending against or
               involving any Credit Party, nor are there any arbitrations or
               grievances, to any Credit Party's knowledge, threatened involving
               any Credit Party, other than those which, in the aggregate, if
               resolved adversely to a Credit Party, would have no Material
               Adverse Effect.

          (c)  There is no organizing activity involving any Credit Party
               pending or, to any Credit Party's knowledge, threatened by any
               labor union or group of employees, other than those which in the
               aggregate have no Material Adverse Effect. There are no
               representation proceedings pending or, to any Credit Party's
               knowledge, threatened with the National Labor Relations Board,
               and no labor organization or group of employees of any Credit
               Party has made a pending demand for recognition, other than those
               which in the aggregate have no Material Adverse Effect.

          (d)  There are no unfair labor practices charges, grievances or
               complaints pending or in process or, to each Credit Party's
               knowledge, threatened by or on behalf of any employee or group of
               employees of any Credit Party, other than those which in the
               aggregate, if adversely determined, would have no Material
               Adverse Effect.

          (e)  There are no complaints or charges against any Credit Party
               pending or, to each Credit Party's knowledge, threatened to be
               filed with any Federal, state, local or foreign court,
               governmental agency or arbitrator based on, arising out of, in
               connection with, or otherwise relating to the employment by any
               Credit Party of any individual, other than those which in the
               aggregate, if resolved adversely, would have no Material Adverse
               Effect.

          (f)  Each Credit Party is in compliance with all laws, and all orders
               of any court, Governmental Authority or arbitrator, relating to
               the employment of labor, including, without limitation, all such
               laws relating to wages, hours, collective bargaining,
               discrimination, civil rights, and the payment of withholding
               and/or social security and similar taxes, except for such
               non-compliances that in the aggregate have no Material Adverse
               Effect.

Item 64.

AFFIRMATIVE COVENANTS

          As long as any of the Obligations or Commitments remain outstanding,
each Credit Party agrees with the Lenders, the Issuer and the Administrative
Agent that:

     (a)  Financial Statements.

          The Borrower shall furnish, or cause to be furnished, to the
Administrative Agent and Lenders:

          (a)  Audited Consolidated Financial Statements. As soon as available,
               but in any event within ninety-five (95) days after the end of
               each fiscal year, an audited consolidated balance sheet of the
               Consolidated


                                       35
<PAGE>

               Group as of the end of such fiscal year and the related
               consolidated statements of operations, shareholders' equity and
               cash flows for such fiscal year, all prepared in conformity with
               GAAP and certified by Arthur Andersen LLP, or other firm of
               independent certified public accountants of nationally recognized
               standing reasonably acceptable to the Majority Lenders, setting
               forth in each case in comparative form the figures for the
               previous year.

          (b)  Quarterly Financial Statements. As soon as available and in any
               event within forty-five (45) days after the end of each of the
               first three fiscal quarters of each fiscal year, (i) a
               consolidated balance sheet of the Consolidated Group as of the
               end of such quarter, (ii) consolidated statements of income and
               cash flows of the Consolidated Group, in each case for the period
               commencing at the end of the previous fiscal year and ending with
               the end of such fiscal quarter, all prepared in conformity with
               GAAP and certified by the chief financial officer of the Borrower
               as fairly presenting the financial condition and results of
               operations of the Consolidated Group at such date and for such
               period (subject to normal year-end adjustments).

          (c)  Borrower-Prepared Financial Statements.

               (a)  Annual Transit Group Financial Statements.

          As soon as available, but in any event within ninety-five (95) days
after the end of each fiscal year, a company-prepared consolidated balance sheet
of the Transit Group as of the end of such fiscal year and the related
consolidated statements of operations, shareholders' equity and cash flows for
the Transit Group for such fiscal year.



                                       36
<PAGE>

               (b)  Monthly Financial Statements.

Consolidated Group. As soon as available, but in any event within forty (40)
days after the end of the first calendar month ending after the Closing Date and
within thirty (30) days after the end of each subsequent calendar month,
company-prepared consolidated and consolidating balance sheets of the
Consolidated Group as of the end of such calendar month and related
company-prepared consolidated and consolidating statements of operations,
shareholders' equity and cash flows for such monthly period and for the fiscal
year to date, in each case setting forth in comparative form the consolidated
and consolidating figures for the corresponding period or periods of the
preceding fiscal year or the portion of the fiscal year ending with such period,
as applicable, in each case subject to normal year-end audit adjustments.

Transit Group. As soon as available, but in any event forty (40) days after the
end of the first calendar month ending after the Closing Date and within thirty
(30) days after the end of each subsequent calendar month, company-prepared
consolidated and consolidating balance sheets of the Transit Group as of the end
of such calendar month and related company-prepared consolidated and
consolidating statements of operations, shareholders' equity and cash flows for
the Transit Group such monthly period and for the fiscal year to date, in each
case setting forth in comparative form the consolidated and consolidating
figures for the corresponding period or periods of the preceding fiscal year or
the portion of the fiscal year ending with such period, as applicable, in each
case subject to normal year-end audit adjustments.

               (c)  Cash Flow Reports for Transit Group.

Forecast. A report, in a form acceptable to the Administrative Agent, that
includes a detailed cash flow projection (including the total amount of General
Corporate Overhead Expenses and General Restructuring Costs and the allocation
thereof) of the Transit Group for the then upcoming thirteen weeks, on a
consolidated and consolidating basis (each a "Forecast"), with (x) the initial
Forecast to be for the period from October 1, 2001 through December 31, 2001 and
to be delivered on or prior to October 11, 2001 and (y) each subsequent Forecast
to be for the thirteen week period immediately following the end of the thirteen
week period covered by the prior Forecast and to be delivered at least ten (10)
days prior to the commencement of such thirteen week period; and Variance
Analysis. Within four (4) Business Days after the end of each week, a variance
analysis (the "Variance Analysis") reflecting a detailed comparison between
actual cash flows for the Transit Group through the end of the previous week on
a consolidated and consolidating basis and those projected for such period in
the Initial Transit Budget, the Second Transit Budget or the Transit Budget, as
the case may be, for such period, in each case in form reasonably acceptable to
the Administrative Agent, together with a certificate from a Responsible Officer
of the Borrower explaining any variances between the actual results from
operations and the amounts set forth in the corresponding budget.

               (d)  Accounts Payable Agings for Transit Group.

          Concurrently with the delivery of the Forecast, a summary of the
accounts payable agings of the Transit Group in a form reasonably acceptable to
the Administrative Agent.

               (e)  Surety Claims.

          Within five (5) Business Days of receipt, written notice of any
notification from any surety of any member of the Transit Group concerning
claims made against such surety in connection with any significant project of
such member of the Track Group, and, as soon as available, and in any event
within five (5) Business Days after the receipt of such notification, a copy of
any such notification.


                                       37
<PAGE>

          (d)  Borrower-Prepared Budgets and Reconciliations.

               (a)  [Reserved.]

               (b)  within twenty (20) days of the Filing Date, a business
                    analysis for the Transit Group in form, scope and substance
                    satisfactory to the Administrative Agent that includes an
                    evaluation of all open bonded contracts with values in
                    excess of $50,000 (or such greater amount as determined by
                    the Administrative Agent in its sole discretion) and details
                    the cash flows of such bonded contracts (to identify in
                    particular negative cash flow contracts) for the next year
                    or thereafter;

               (c)  within thirty (30) days of the Closing Date, a business
                    analysis for the Transit Group in form, scope and substance
                    satisfactory to the Administrative Agent that includes an
                    evaluation of all open non bonded contracts with values in
                    excess of $50,000 (or such greater amount as determined by
                    the Administrative Agent in its sole discretion) to include
                    a cash flow analysis of such non bonded contracts (to
                    identify in particular negative cash flow contracts) for the
                    next year or thereafter that addresses the profitability of
                    existing projects with large cash requirements in the near
                    term;

               (d)  itemized budgets for each member of the Transit Group in
                    form, scope and substance satisfactory to the Administrative
                    Agent in its sole discretion (each, a "Transit Budget"),
                    with (A) the initial Transit Budget to be for the 45-day
                    period immediately following the Closing Date (the "Initial
                    Transit Budget") and to be delivered on or prior to the
                    Closing Date, (B) the subsequent Transit Budget to be for
                    the 45-day period immediately following the end of the
                    Initial Transit Budget period (the "Second Transit Budget")
                    and to be delivered at least 15 days prior to the
                    commencement of such 45-day period, and (C) each subsequent
                    Transit Budget to be for the 180-day period immediately
                    following the end of the previous budgeted period and to be
                    delivered at least 15 days prior to the commencement of such
                    180-day period;

               (e)  within forty (40) days after the end of the first calendar
                    month ending after the Closing Date and within thirty (30)
                    days after the end of each subsequent calendar month, an
                    itemized report reconciling actual results from operations
                    of each member of the Transit Group for such calendar month
                    with the Borrower's original 2001 business plan or the
                    revised Business Plan submitted and accepted by the
                    Administrative Agent in accordance with clause (vi) of this
                    Section, as the case may be, for such period, in each case
                    in form reasonably acceptable to the Administrative Agent,
                    together with a certificate from the chief financial officer
                    of the Borrower explaining any variances between the actual
                    results from operations and the amounts set forth in the
                    corresponding business plan; and

               (f)  on or before December 1, 2001, a business plan for the
                    Consolidated Group in form, scope and substance satisfactory
                    to the Administrative Agent (the "Business Plan").

          All such financial statements and reports delivered pursuant to this
Section 5.01 shall be complete and correct in all material respects (subject, in
the case of interim statements, to normal year-end audit adjustments) and shall
be prepared in reasonable detail and, in the case of the annual and quarterly
financial statements provided in accordance with subsections (a) and (b) above,
in accordance with GAAP applied consistently throughout the periods reflected
therein and further accompanied by a description of, and an estimation of the
effect on the financial statements on account of, any change in the application
of accounting principles as provided in Section 1.03.

     (b)  Certificates; Other Information.

          The Borrower shall furnish, or cause to be furnished, to the
Administrative Agent, the Lenders and the Issuer:


                                       38
<PAGE>

          (a)  Accountant's Certificate and Reports. Concurrently with the
               delivery of the financial statements referred to in subsection
               5.01(a) above, a certificate of the independent certified public
               accountants reporting on such financial statements stating that
               in the course of the regular audit of the business of the
               Borrower and its Subsidiaries, which audit was conducted by such
               accounting firm in accordance with generally accepted auditing
               standards, such accounting firm has obtained no knowledge that
               the Borrower is not in compliance with the financial covenants
               set forth in Section 6.14 hereof, insofar as such covenants
               relate to accounting matters, except as specified in such
               certificate.

          (b)  Officer's Compliance Certificate. Concurrently with the delivery
               of the financial statements referred to in Sections 5.01(b) and
               5.01(c) above, a certificate of a Responsible Officer,
               substantially in the form of Exhibit E, stating that, to the best
               of such Responsible Officer's knowledge and belief, (i) the
               financial statements fairly present in all material respects the
               financial condition of the parties covered by such financial
               statements, (ii) during such period the Credit Parties have
               observed or performed in all material respects the covenants and
               other agreements hereunder and under the other Credit Documents
               relating to them, and satisfied in all material respects the
               conditions contained in this Agreement to be observed, performed
               or satisfied by them, and (iii) such Responsible Officer has
               obtained no knowledge of any Default or Event of Default, except
               as specified in such certificate.

          (c)  Accountants' Reports. Promptly upon receipt, a copy of any final
               (as distinguished from a preliminary or discussion draft)
               "management letter" or other similar report submitted by
               independent accountants or financial consultants to the members
               of the Consolidated Group in connection with any annual, interim
               or special audit or which refers in whole or in part to any
               inadequacy, defect, problem, qualification or other lack of fully
               satisfactory accounting controls utilized by the Borrower or any
               of its Subsidiaries.

          (d)  Public Information. Within thirty days after the same are sent,
               copies of all reports (other than those otherwise provided
               pursuant to Section 5.01) and other financial information which
               the Borrower sends to its public stockholders, and within thirty
               days after the same are filed, copies of all financial statements
               and non-confidential reports which the Borrower may make to, or
               file with, the SEC.

          (e)  Bankruptcy Court Matters. Promptly, copies of all pleadings,
               motions, applications, and other documents filed by any Credit
               Party with the Bankruptcy Court or distributed by any Credit
               Party to the office of the United States Trustee or to any
               official committee of creditors or interest holders.

          (f)  Other Information. Promptly, such additional financial and other
               information as the Administrative Agent, at the request of any
               Lender or the Issuer, may from time to time reasonably request.

     (c)  Notices.

          The Borrower shall give notice to the Administrative Agent (which
shall promptly transmit such notice to each Lender and the Issuer) of:

          (a)  Defaults. Immediately (and in any event within two (2) days)
               after any Responsible Officer knows of the occurrence of any
               Default or Event of Default.

          (b)  Contractual Obligations. Promptly (and in any event within ten
               (10) days) after any Responsible Officer knows of the occurrence
               of any default or event of default under any Contractual
               Obligation of any Credit Party which would reasonably be expected
               to have a Material Adverse Effect.

          (c)  Legal Proceedings. Promptly (and in any event within ten (10)
               days) after any Responsible Officer knows of any litigation, or
               any investigation or proceeding (including without limitation,
               any environmental proceeding), or any material development in
               respect thereof, affecting any Credit


                                       39
<PAGE>

               Party which, if adversely determined, would reasonably be
               expected to have a Material Adverse Effect.

          (d)  ERISA. Promptly (and in any event within thirty (30) days) after
               any Responsible Officer knows or has reason to know of (i) any
               event or condition, including, but not limited to, any Reportable
               Event, that constitutes, or might reasonably lead to, an ERISA
               Event; (ii) with respect to any Multiemployer Plan, the receipt
               of notice as prescribed in ERISA or otherwise of any withdrawal
               liability assessed against any of their ERISA Affiliates, or of a
               determination that any Multiemployer Plan is in reorganization or
               insolvent (both within the meaning of Title IV of ERISA); (iii)
               the failure to make full payment on or before the due date
               (including extensions) thereof of all amounts which any Credit
               Party or any ERISA Affiliate are required to contribute to each
               Plan pursuant to its terms and as required to meet the minimum
               funding standard set forth in ERISA and the Internal Revenue
               Code; or (iv) any change in the funding status of any Plan that
               reasonably could be expected to have a Material Adverse Effect;
               together with a description of any such event or condition or a
               copy of any such notice and a statement by the chief financial
               officer of the Borrower briefly setting forth the details
               regarding such event, condition, or notice, and the action, if
               any, which has been or is being taken or is proposed to be taken
               by the Credit Parties with respect thereto. Promptly upon
               request, the Credit Parties shall furnish the Administrative
               Agent and the Lenders with such additional information concerning
               any Plan as may be reasonably requested, including, but not
               limited to, copies of each annual report/return (Form 5500
               series), as well as all schedules and attachments thereto
               required to be filed with the Department of Labor and/or the
               Internal Revenue Service pursuant to ERISA and the Internal
               Revenue Code, respectively, for each "plan year" (within the
               meaning of Section 3(39) of ERISA).

          (e)  Other. Promptly (and in any event within ten (10) days), any
               other development or event which a Responsible Officer determines
               could reasonably be expected to have a Material Adverse Effect.

          Each notice pursuant to this subsection shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the relevant Credit Parties propose
to take with respect thereto.

     (d)  Payment of Obligations.

          Subject to the DIP Financing Orders, each Credit Party shall pay,
discharge or otherwise satisfy, at or before maturity or before they become
delinquent (subject, where applicable, to specified grace periods), as the case
may be, all material post petition obligations of such Credit Party of whatever
nature and any additional costs that are imposed as a result of any failure to
so pay, discharge or otherwise satisfy such obligations, except when the amount
or validity of such obligations and costs is currently being contested in good
faith by appropriate proceedings and reserves, if applicable, in conformity with
GAAP with respect thereto have been provided on the books of such Credit Party.

     (e)  Conduct of Business and Maintenance of Existence.

          Subject to the DIP Financing Orders, each Credit Party shall (a)
continue to engage, in business of the same general type as conducted on the
Closing Date by such Credit Party and similar or related businesses (including,
without limitation, the provision of any services to rail transportation
businesses); (b) preserve, renew and keep in full force and effect its corporate
or other legal existence except as otherwise permitted by this Agreement, (c)
take all reasonable action to maintain all rights, privileges, licenses and
franchises necessary or desirable in the normal conduct of its business except
to the extent that failure to comply therewith would not, in the aggregate, have
a Material Adverse Effect and (d) comply with all post-petition Contractual
Obligations, its Certificate of Incorporation or Bylaws (or other organizational
or governing documents) and all Requirements of Law applicable to it except to
the extent that failure to comply therewith would not, in the aggregate, have a
Material Adverse Effect.


                                       40
<PAGE>

     (f)  Maintenance of Property; Insurance.

          Each member of the Transit Group shall keep all material property
useful and necessary in its business in reasonably good working order and
condition (ordinary wear and tear excepted) except to the extent that failure to
comply therewith would not, in the aggregate, have a Material Adverse Effect;
maintain with financially sound and reputable insurance companies casualty,
liability and such other insurance (which may include plans of self-insurance)
with such coverage and deductibles, and in such amounts as may be consistent
with prudent business practice and in any event consistent with normal industry
practice (except to any greater extent as may be required by the terms of any of
the other Credit Documents); and furnish to the Administrative Agent, upon
written request, full information as to the insurance carried.

     (g)  Books and Records; Inspection of Property; Discussions.

          (a)  Each Credit Party shall keep proper books of records and account
               in which full, true and correct entries in conformity with GAAP
               and all Requirements of Law shall be made of all dealings and
               transactions in relation to its businesses and activities;

          (b)  Each Credit Party shall permit, during regular business hours and
               upon reasonable notice to a Responsible Officer by the
               Administrative Agent, the Administrative Agent, and its
               representatives, to visit and inspect any of its Facilities that
               are used by any member of the Transit Group and examine and make
               abstracts (including photocopies) from any of its books and
               records (other than materials protected by the attorney-client
               privilege and materials which such Credit Party may not disclose
               without violation of a confidentiality obligation binding upon
               it);

          (c)  Each Credit Party shall permit the Administrative Agent, the
               Issuer and the Lenders to discuss the business, operations,
               Facilities and financial and other condition of the Credit
               Parties with officers and employees of the Credit Parties and, so
               long as any discussion takes place in the presence of a
               Responsible Officer, the Borrower's independent certified public
               accountants;

          (d)  Each Credit Party shall cooperate fully with any consultant that
               is a "disinterested person" (as defined in Section 101(14) of the
               Bankruptcy Code) retained by the Administrative Agent, the Issuer
               and the Lenders (the "Consultant"), which cooperation shall
               include, without limitation, allowing the Consultant reasonable
               access to observe the Credit Parties' respective operations and
               financial records and projections, and the Borrower shall
               reimburse the Administrative Agent, the Issuer and the Lenders
               for all reasonable fees and expenses incurred by the
               Administrative Agent, the Issuer and the Lenders in connection
               with their retention of the Consultant;

          (e)  The Borrower shall (i) continue to engage a crisis manager (the
               "Crisis Manager") to assist it in improving its cash management
               and financial reporting [and developing a comprehensive business
               recovery plan in form reasonably acceptable to the Administrative
               Agent for presentation to the Administrative Agent, the Issuer
               and the Lenders], (ii) cause the Crisis Manager to meet
               periodically with the Administrative Agent, the Issuer and the
               Lenders to report on the Crisis Manager's findings, reports and
               recommendations, and (iii) refrain from terminating its current
               engagement of Glass & Associates, Inc. as Crisis Manager unless
               the Borrower immediately replaces Glass & Associates, Inc. with
               another Crisis Manager with similar experience and reputation,
               and upon similar terms and scope; and

          (f)  Each Credit Party shall permit the Administrative Agent, on
               behalf of the Lenders and the Issuer, and its representatives
               (including representatives of the Lenders), to conduct an annual
               audit of the inventory and receivables of the Credit Parties, at
               the expense of the Borrower.

          The cost of the inspection referred to in clause (b) above shall be
for the account of the Credit Parties.



                                       41
<PAGE>

     (h)  Environmental Laws.

          (a)  Each Credit Party shall comply in all material respects with, and
               take reasonable actions to ensure compliance in all material
               respects by all tenants and subtenants, if any, with, all
               applicable Environmental Laws and obtain and comply in all
               material respects with and maintain, and take reasonable actions
               to ensure that all tenants and subtenants obtain and comply in
               all material respects with and maintain, any and all licenses,
               approvals, notifications, registrations or permits required by
               applicable Environmental Laws except to the extent that failure
               to do so would not reasonably be expected to have a Material
               Adverse Effect; and

          (b)  Each Credit Party shall conduct and complete all investigations,
               studies, sampling and testing, and all remedial, removal and
               other actions required under Environmental Laws and promptly
               comply in all material respects with all lawful orders and
               directives of all Governmental Authorities regarding
               Environmental Laws except to the extent that the same are being
               contested in good faith by appropriate proceedings and the
               failure to do or the pendency of such proceedings would not
               reasonably be expected to have a Material Adverse Effect.

     (i)  Additional Guaranties and Stock Pledges.

          (a)  Domestic Subsidiaries. At any time that any Credit Party forms,
               creates or otherwise acquires any Domestic Subsidiary that is
               part of the "transit" segment of the Borrower's business, such
               Credit Party shall (i) notify the Administrative Agent within 10
               days thereof and (ii) within 30 days thereof, (A) cause such
               Domestic Subsidiary to become a Guarantor by execution of a
               Joinder Agreement, (B) cause such Domestic Subsidiary to deliver
               with the Joinder Agreement such supporting resolutions,
               incumbency certificates, corporate formation and organizational
               documentation and opinions of counsel as the Administrative Agent
               may reasonably request, and (C) deliver stock certificates and
               related pledge agreements or pledge joinder agreements (in form
               and substance satisfactory to the Administrative Agent)
               evidencing the pledge of 100% of the Capital Stock of such
               Domestic Subsidiary as security for the Obligations, together
               with undated stock transfer powers executed in blank.

          (b)  Foreign Subsidiaries. At any time that any Credit Party forms,
               creates or otherwise acquires any Foreign Subsidiary that is a
               part of the "transit" segment of the Borrower's business directly
               owned by the Borrower or any Domestic Subsidiary, the Borrower
               shall (i) notify the Administrative Agent within 10 days thereof
               and (ii) within 30 days thereof, (A) deliver, or cause delivery
               of, stock certificates and related pledge agreements or pledge
               joinder agreements (in form and substance satisfactory to the
               Administrative Agent) evidencing the pledge of 66% (or such
               greater percentage which would not result in material adverse tax
               consequences) of the Capital Stock entitled to vote (within the
               meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the
               Capital Stock not entitled to vote (within the meaning of Treas.
               Reg. Section 1.956-2(c)(2)) of such Foreign Subsidiary as
               security for the Obligations, together with undated stock
               transfer powers executed in blank and (B) cause such Foreign
               Subsidiary to deliver such corporate formation and organizational
               documentation and opinions of counsel (regarding the
               enforceability and creating, priority and perfection of the stock
               pledge) as the Administrative Agent may reasonably request.

     (j)  Ownership of Subsidiaries.

          The Borrower shall, directly or indirectly, own at all times 100% of
the Voting Stock of each of member of the Transit Group.


                                       42
<PAGE>

     (k)  Use of Proceeds and Letters of Credit.

          The Borrower shall use the entire amount of the proceeds of the Loans
and the Letters of Credit issued hereunder as provided in Section 4.15.

     (l)  Compliance with Budgets.

          As of the end of each week, the aggregate amount of actual
disbursements for operating expenses by members of the Transit Group during the
period from the Closing Date to the end of such week shall not exceed the
budgeted amounts for such period (as set forth in the related Initial Transit
Budget, Second Transit Budget or Transit Budget, as the case may be) by more
than (i) five percent (5%) for all budgeted line items in the aggregate and (ii)
ten percent (10%) for any individual line item on such budget (such line items
as to which such variance requirement shall apply to be determined by the
Administrative Agent in its sole discretion).

     (m)  Transit Payment Accounts; Payments.

          (a)  Transit Payment Accounts. The Borrower shall at all times
               maintain with the Administrative Agent (or, at the option of the
               Administrative Agent, its agent or the Bank Administrative Agent
               (the "Transit Payment Account Agent")) a bank account for the
               members of the Transit Group (the "Transit Payment Account"). All
               proceeds of any account receivable or other receivables and all
               cash from the sale of inventory or equipment or for the rendition
               of services, or otherwise, received by any member of the Transit
               Group shall be received by such member of the Transit Group as
               the Administrative Agent's trustee, and, within one (1) Business
               Day after receipt thereof, shall be delivered to the Transit
               Payment Account Agent in their original form duly endorsed in
               blank or deposit them in the Transit Payment Account, as the
               Administrative Agent may direct. If requested by the
               Administrative Agent in its sole discretion, each Credit Party
               shall instruct all of the account debtors in respect of its
               accounts receivable and other receivables related to the Transit
               Group to make all payments with respect thereto directly into the
               Transit Payment Account. All amounts in the Transit Payment
               Account (including any amounts received directly by any member of
               the Transit Group and which are held in trust for the
               Administrative Agent) shall (i) be subject to the Transit Payment
               Account Agent's control and (ii) if applicable, be applied to the
               prepayment of the Loans pursuant to Section 2.05. Withdrawals
               from the Transit Payment Account by any member of the Transit
               Group or any other Person shall not be permitted, during the
               continuance of any Event of Default..

          (b)  Payments. Unless a Default or Event of Default shall be
               continuing, all collected funds held in the Transit Payment
               Accounts shall be remitted by the Transit Payment Account Agent
               on a daily basis to the Borrower.

     (n)  Payment of Taxes, Etc.

          Each Credit Party shall pay and discharge, before the same shall
become delinquent, all lawful post-petition governmental claims, taxes,
assessments, charges and levies, except where contested in good faith by proper
proceedings, if adequate reserves therefor have been established on the books of
such Credit Party in conformity with GAAP.

     (o)  Collateral Documents.

          Each Credit Party, at its sole cost and expense, shall take all
actions necessary or reasonably requested by the Administrative Agent to
maintain each Collateral Document in full force and effect and enforceable in
accordance with its terms, including (a) making filings and recordations, (b)
making payments of fees and other charges, (c) issuing, and if necessary, filing
or recording supplemental documentation, including continuation statements, (d)
discharging all claims or other Liens (other than Permitted Liens) adversely
affecting the rights of the Administrative Agent or any Lender in the
Collateral, and (e) publishing or otherwise delivering notice to third parties.


                                       43
<PAGE>

Item 65.

NEGATIVE COVENANTS

          As long as any of the Obligations or Commitments remain outstanding,
each Credit Party agrees with the Lenders, the Issuer and the Administrative
Agent that:

     (a)  Indebtedness.

          No member of the Transit Group shall contract, create, incur, assume
or permit to exist, any Indebtedness, except:

          (a)  Indebtedness arising or existing under this Agreement and the
               other Credit Documents;

          (b)  Indebtedness existing on the Filing Date (including Indebtedness
               in respect of pre-petition surety obligations);

          (c)  Indebtedness arising under the Bond Credit Agreement and the
               Transit Revolving Credit Agreement;

          (d)  purchase money Indebtedness (including Capital Lease Obligations)
               incurred after the Closing Date to provide all or a portion of
               the purchase price or costs of construction of an asset; provided
               that (i) such Indebtedness when incurred shall not exceed the
               purchase price or cost of construction of such asset, (ii) no
               such Indebtedness shall be refinanced for a principal amount in
               excess of the principal balance outstanding thereon at the time
               of such refinancing, and (iii) the aggregate amount of all such
               Indebtedness shall not exceed $1,000,000 at any time outstanding;

          (e)  unsecured intercompany Indebtedness owing by a member of the
               Transit Group to another member of the Transit Group to the
               extent permitted by Section 6.05;

          (f)  Indebtedness in respect of financed insurance premium
               obligations;

          (g)  Indebtedness of the Borrower in respect of the "track" segment of
               its business, under the TP&S Revolving Credit Agreement as in
               effect on the date hereof; and

          (h)  Support Obligations of any member of the Transit Group in respect
               of Indebtedness permitted under clauses (a) through (g) of this
               Section 6.01.

     (b)  Liens.

          No member of the Transit Group shall contract, create, incur, assume
or permit to exist, any Lien with respect to any of its property or assets of
any kind (whether real or personal, tangible or intangible), whether now owned
or hereafter acquired, except for Permitted Liens.


                                       44
<PAGE>

     (c)  Consolidation, Merger, Divestiture, etc.

          (a)  No member of the Transit Group shall enter into a transaction of
               merger or consolidation, except the Borrower or any Domestic
               Credit Party may be a party to a transaction of merger or
               consolidation with a Domestic Credit Party, provided that (i) if
               the Borrower is a party thereto, it shall be the surviving
               corporation, and (ii) no Default or Event of Default shall exist
               either immediately prior to or immediately after giving effect
               thereto.

          (b)  No member of the Transit Group shall make any Divestiture unless
               the consideration paid in connection therewith shall be cash or
               Cash Equivalents (and such payment shall be contemporaneous with
               consummation of such Divestiture).

          (c)  No member of the Transit Group shall liquidate, wind-up or
               dissolve, whether voluntarily or involuntarily (or suffer to
               permit any such liquidation or dissolution), other than in
               connection with a merger, consolidation or Divestiture permitted
               under this Agreement.

     (d)  Acquisitions.

          No member of the Transit Group shall make any Acquisition.

     (e)  Investments.

          No member of the Transit Group shall make any Investment in any Person
except for Permitted Investments.

     (f)  Ownership of Equity Interests.

          No member of the Transit Group shall enter into any Equity
Transaction.

     (g)  Fiscal Year.

          The Borrower shall not change its fiscal year from a December 31
fiscal year end.

     (h)  Restricted Payments.

          No member of the Transit Group shall make or permit any Restricted
Payments.

     (i)  Sale Leasebacks.

          No member of the Transit Group shall, directly or indirectly, become
liable as lessee or as guarantor or other surety with respect to any lease,
whether an Operating Lease or a Capital Lease, of any Property, whether now
owned or hereafter acquired, (a) which such Person has sold or transferred or is
to sell or transfer to any other Person other than a Credit Party or (b) which
such Person intends to use for substantially the same purpose as any other
Property which has been sold or is to be sold or transferred by such Person to
any other Person in connection with such lease.

     (j)  No Further Negative Pledges.

          Except with respect to prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness (which
Indebtedness relates solely to such specific Property, and improvements and
accretions thereto, and is otherwise permitted hereby), no member of the Transit
Group shall enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon


                                       45
<PAGE>

its Facilities or assets, whether now owned or hereafter acquired, or requiring
the grant of any security for such obligation if security is given for some
other obligation.

     (k)  Limitations on Transactions with Affiliates.

          No member of the Transit Group shall enter into or permit to exist any
transaction or series of transactions with any officer, director or Affiliate of
such Person other than (a) intercompany transactions expressly permitted by
Section 6.01, Section 6.03 or Section 6.05, (b) normal compensation and
reimbursement of expenses of officers and directors (including any retention
arrangements approved by the Administrative Agent) and (c) except as otherwise
specifically limited in this Agreement, other transactions which are entered
into in the ordinary course of such Person's business on terms and conditions
substantially as favorable to such Person as would be obtainable by it in a
comparable arms-length transaction with a Person other than an officer, director
or Affiliate.

     (l)  Payment of Other Indebtedness.

          (a)  No member of the Transit Group shall pay any Indebtedness arising
               prior to the Filing Date other than (i) pursuant to the Motion of
               the Debtors Pursuant to Section 105(a) of the Bankruptcy Code for
               Authorization to Pay Prepetition Claims of Trade Vendors in form
               and substance reasonably satisfactory to the Administrative Agent
               and (ii) as permitted by orders of the Bankruptcy Court
               reasonably satisfactory in form and substance to the
               Administrative Agent and the Lenders.

          (b)  No member of the Transit Group shall prepay any Indebtedness,
               except for the Obligations in accordance with the terms of this
               Agreement or in connection with any mandatory prepayment
               provisions set forth in the Transit Revolving Credit Agreement as
               in effect on the date hereof.

     (m)  Investment Banking and Finder's Fees.

          No member of the Transit Group shall pay or agree to pay, or reimburse
any other party with respect to, any investment banking or similar or related
fee, underwriter's fee, finder's fee, or broker's fee to any Person in
connection with this Agreement, other than the fees payable pursuant to Section
2.08 of this Agreement.


                                       46
<PAGE>

     (n)  Maximum Consolidated Capital Expenditures.

          (a)  From the period commencing on the Closing Date until December 31,
               2001, the Credit Parties shall not permit the aggregate Capital
               Expenditures of the members of the Transit Group to exceed
               $100,000 for any calendar month within such period, provided that
               the unused amount available for such Capital Expenditures under
               this Section 6.14(a) for any given month may be carried forward
               and used in any subsequent calendar month.

          (b)  For each calendar month ending after December 31, 2001, Capital
               Expenditures of the Transit Group shall be subject to such
               limitations as the Administrative Agent shall establish (in
               consultation with the Borrower) based upon the Business Plan.

     (o)  No Material Pleadings.

          (a)  None of the Credit Parties shall file any Material Pleading
               without the prior written consent of the Majority Lenders.

          (b)  None of the Credit Parties shall consent to, encourage, support
               or assist in any manner to the entry of an order with respect to
               a Material Pleading filed by any other Person without the prior
               written consent of the Majority Lenders.

     (p)  Modification of Contractual Obligations.

          The Borrower shall not, and shall not permit any of its Subsidiaries
to, alter, amend, modify, rescind, terminate or waive any of their respective
rights or obligations under, or fail to comply in all material respects with,
any of its material post-petition Contractual Obligations (including, without
limitation any of the Financing Agreements); provided, however, that, (a) with
respect to any Contractual Obligation (other than the Financing Agreements), the
Borrower shall not be deemed in default of this Section 6.16 if such
alterations, amendments, modifications, rescissions, terminations or waivers in
the aggregate have no Material Adverse Effect and (b) with respect to any
Financing Agreement, the Borrower shall not be deemed in default of this Section
6.16 if such alterations, amendments, modifications, rescissions, terminations
or waivers are not materially adverse to the interests of the Lenders and the
Administrative Agent; and provided, further, that in the event of any breach or
event of default by a Person other than the Borrower or any of its Subsidiaries,
the Borrower shall promptly notify the Administrative Agent of any such breach
or event of default and take all such action as may be reasonably necessary in
order to avoid having such breach or event of default have a Material Adverse
Effect.

     (q)  Accounting Changes.

          No Credit Party shall make any change in accounting treatment and
reporting practices or tax reporting treatment, except as required by GAAP or
law and disclosed to the Lenders and the Administrative Agent.

Item 66.

EVENTS OF DEFAULT

     (a)  Events of Default.

          An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):


                                       47
<PAGE>

          (a)  Payment. Any Credit Party shall:

               (a)  default in the payment when due of any principal of any Loan
                    or LOC Obligation, or

               (b)  default, and such default shall continue for three (3) or
                    more Business Days, in the payment when due of (A) any
                    interest on any Loan or LOC Obligation or (B) any fees or
                    other amounts owing under this Agreement or any other Credit
                    Documents or otherwise in connection herewith or therewith;
                    or

          (b)  Representations. Any representation, warranty or statement made
               or deemed to be made herein, in any of the other Credit
               Documents, or in any statement or certificate delivered or
               required to be delivered pursuant hereto or thereto shall prove
               untrue in any material respect on the date as of which it was
               made or deemed to have been made (other than those which are
               untrue solely as a result of changes permitted by this
               Agreement); or

          (c)  Covenants. Any Credit Party shall:

               (a)  Default in the due performance or observance of any term,
                    covenant or agreement contained in Section 2.08, 5.03(a),
                    5.05, 5.09, 5.10, 5.11, 5.13, 5.14, 5.15 or Article VI; or

               (b)  Default in the due performance or observance by it of any
                    term, covenant or agreement (other than those referred to in
                    subsections (a), (b) or (c)(i) of this Section 7.01)
                    contained in this Agreement or any other Credit Document and
                    such default shall continue unremedied for a period of at
                    least 30 days after the earlier of a Responsible Officer
                    becoming aware of such default or notice thereof by the
                    Administrative Agent; or

          (d)  Other Credit Documents. Except as to any Credit Party which is
               dissolved, released or merged or consolidated out of existence as
               the result of, or in connection with, a dissolution, merger or
               disposition permitted by this Agreement, any Credit Document
               shall fail to be (or any Credit Party or any Person acting by or
               on behalf of any Credit Party shall claim or allege in writing
               that any Credit Document is not) in full force and effect or to
               give the Administrative Agent and/or the Lenders any material
               part of the Liens, rights, powers and privileges purported to be
               created thereby; or

          (e)  Guaranties. Except as to any Credit Party which is dissolved,
               released or merged or consolidated out of existence as the result
               of or in connection with a dissolution, merger or disposition
               permitted by this Agreement, the guaranty given by any Guarantor
               hereunder or any material provision thereof shall cease to be in
               full force and effect, or any Guarantor or any Person acting by
               or on behalf of such Guarantor shall deny or disaffirm such
               Guarantor's obligations hereunder or under any other Credit
               Document; or

          (f)  Defaults under Other Agreements.

               (a)  Financing Agreements. The occurrence of an "Event of
                    Default" under the TP&S Revolving Credit Agreement, the Bond
                    Credit Agreement or the Transit Revolving Credit Agreement

               (b)  With respect to any Indebtedness arising after the Filing
                    Date (other than Indebtedness outstanding under this
                    Agreement, the Bond Credit Agreement and the Bond Support
                    Credit Agreement) in excess of $500,000 in the aggregate for
                    the members of the Transit Group taken as a whole, (A) (1)
                    any member of the Transit Group shall default in any payment
                    (beyond the applicable grace period with respect thereto, if
                    any) with respect to any such Indebtedness, or (2) the
                    occurrence and continuation of a default in the observance
                    or performance relating to such Indebtedness or contained in
                    any instrument or agreement evidencing, securing or


                                       48
<PAGE>

                    relating thereto, or any other event or condition shall
                    occur or condition exist, the effect of which default or
                    other event or condition is to cause, or permit, the holder
                    or holders of such post-petition Indebtedness (or trustee or
                    agent on behalf of such holders) to cause (determined
                    without regard to whether any notice or lapse of time is
                    required), any such Indebtedness to become due prior to its
                    stated maturity; or (B) any such Indebtedness shall be
                    declared due and payable, or required to be prepaid other
                    than by a regularly scheduled required prepayment, prior to
                    the stated maturity thereof; or

          (g)  Judgments. Any Credit Party shall fail within 30 days of the date
               due and payable to pay, bond or otherwise discharge any judgment,
               settlement or order for the payment of money relating to claims
               arising after the Filing Date which judgment, settlement or
               order, when aggregated with all other such judgments, settlements
               or orders due and unpaid at such time, exceeds $500,000, and
               which is not stayed on appeal (or for which no motion for stay is
               pending) or is not otherwise being executed; or

          (h)  ERISA. Any of the following events or conditions, if such event
               or condition could reasonably be expected to have a Material
               Adverse Effect: (i) any "accumulated funding deficiency," as such
               term is defined in Section 302 of ERISA and Section 412 of the
               Internal Revenue Code, whether or not waived, shall exist with
               respect to any Plan, or any Lien shall arise on the assets of any
               Credit Party or any ERISA Affiliate in favor of the PBGC or a
               Plan; (ii) an ERISA Event shall occur with respect to a Single
               Employer Plan, which is, in the reasonable opinion of the
               Administrative Agent, likely to result in the termination of such
               Plan for purposes of Title IV of ERISA; (iii) an ERISA Event
               shall occur with respect to a Multiemployer Plan or Multiple
               Employer Plan, which is, in the reasonable opinion of the
               Administrative Agent, likely to result in (A) the termination of
               such Plan for purposes of Title IV of ERISA, or (B) any Credit
               Party or any ERISA Affiliate incurring any liability in
               connection with a withdrawal from, reorganization of (within the
               meaning of Section 4241 of ERISA), or insolvency of (within the
               meaning of Section 4245 of ERISA) such Plan; or (iv) any
               prohibited transaction (within the meaning of Section 406 of
               ERISA or Section 4975 of the Internal Revenue Code) or breach of
               fiduciary responsibility shall occur which may subject any Credit
               Party or any ERISA Affiliate to any liability under Sections 406,
               409, 502(i), or 502(l) of ERISA or Section 4975 of the Internal
               Revenue Code, or under any agreement or other instrument pursuant
               to which any Credit Party or any ERISA Affiliate has agreed or is
               required to indemnify any person against any such liability; or

          (i)  Ownership. There shall occur a Change of Control; or

          (j)  Reorganization Plan. Any Credit Party shall file, or consent to,
               support or encourage in any manner a filing by any other Person,
               with the Bankruptcy Court a reorganization plan in respect of any
               member of the Transit Group that does not provide for payment in
               full in cash of the Obligations on the effective date thereof
               without the prior written consent of the Majority Lenders and
               that is not otherwise reasonably satisfactory to the
               Administrative Agent; or

          (k)  Prepayment of Other Indebtedness. Any Credit Party shall pay any
               Indebtedness arising before the Filing Date other than (i)
               pursuant to the Motion of the Debtors Pursuant to Section 105(a)
               of the Bankruptcy Code for Authorization to Pay Prepetition
               Claims of Trade Vendors in form and substance reasonably
               satisfactory to the Administrative Agent and (ii) as permitted by
               orders of the Bankruptcy Court reasonably satisfactory in form
               and substance to the Administrative Agent and the Lenders; or

          (l)  Bankruptcy Cases. Any of the Bankruptcy Cases shall be dismissed
               or converted to a case under Chapter 7 of the Bankruptcy Code; a
               trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code
               shall be appointed in any of the Bankruptcy Cases; or any Credit
               Party shall file or support any application for the approval of,
               or there shall arise, any other claim (other than the Carve-Out)
               which


                                       49
<PAGE>

               is an administrative expense claim having priority over any or
               all administrative expenses of the kind specified in Sections
               503(b) or 507(b) of the Bankruptcy Code; or the Bankruptcy Cases
               of the Borrower and any other member of the Consolidated Group
               shall be substantively consolidated or the Bankruptcy Cases of
               any Guarantor and any member of the Consolidated Group that is
               not a Guarantor shall be substantively consolidated; or

          (m)  Relief to Lien Holders. The Bankruptcy Court shall enter an order
               granting relief from the automatic stay applicable under section
               362 of the Bankruptcy Code permitting foreclosure on any asset of
               any Credit Party with a net depreciated book value in excess of
               $500,000; or

          (n)  Appointment of Trustee. An order of the Bankruptcy Court shall be
               entered in any of the Bankruptcy Cases appointing a trustee,
               examiner or Responsible Officer with expanded powers (powers
               beyond those set forth in Section 1106(a)(3) and (4) of the
               Bankruptcy Code) to operate the Borrower's business or a
               substantial portion thereof; or

          (o)  DIP Financing Orders.

               (a)  An order of the Bankruptcy Court shall be entered amending,
                    supplementing, vacating or otherwise modifying the Interim
                    DIP Financing Order or the Final DIP Financing Order that is
                    not consented to by the Administrative Agent and the
                    Lenders; or

               (b)  An order of the Bankruptcy Court shall be entered staying
                    for a period in excess of ten (10) days the Interim DIP
                    Financing Order or the Final DIP Financing Order that is not
                    consented to by the Administrative Agent and the Lenders (it
                    being understood that the entry of an order of the
                    Bankruptcy Court staying the Interim DIP Financing Order or
                    the Final DIP Financing Order that is not consented to by
                    the Administrative Agent and the Lenders shall constitute a
                    "Default" under this Agreement); or

          (p)  Final DIP Financing Order. The Final DIP Financing Order shall
               not have been entered by the Bankruptcy Court on or before the
               expiration of the Interim Period; or

          (q)  Order of Bankruptcy Court. An order shall be entered by the
               Bankruptcy Court confirming a plan of reorganization or
               liquidation in the Bankruptcy Cases which does not contain a
               provision for termination of all of the Commitments and payment
               in full in cash of the Obligations on or before the effective
               date of such plan.

     (b)  Acceleration; Remedies.

          Upon the occurrence and during the continuation of an Event of
Default, without further order of, application to, or action by the Bankruptcy
Court, the Administrative Agent (a) may, and shall upon the request of the
Majority Lenders, by written notice to the Borrower declare that all or any
portion of the Commitments be terminated, whereupon the obligation of each
Lender to make any Loan and of the Issuer to issue any Letter of Credit shall
immediately terminate, and/or (b) may, and shall upon the request of the
Majority Lenders, by written notice to the Borrower declare the Loans, the LOC
Obligations, all interest thereon and all other amounts and Obligations payable
under this Agreement to be forthwith due and payable, whereupon the Loans, the
LOC Obligations, all such interest, and all such amounts and Obligations shall
become and be forthwith due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower. In
addition, subject solely to any requirement of the giving of notice by the terms
of the Interim DIP Financing Order or the Final DIP Financing Order, the
automatic stay provided in Section 362 of the Bankruptcy Code shall be
automatically vacated without further action or order of the Bankruptcy Court,
and the Administrative Agent, the Lenders and the Issuer shall be entitled to
exercise all of their respective rights and remedies under the Credit Documents
and applicable law, including without limitation, all rights and remedies with
respect to the Collateral and the Guarantors.


                                       50
<PAGE>

Item 67.

GUARANTY

     (a)  The Guarantee.

          (a)  (i) Each of the Guarantors hereby jointly and severally
               guarantees to each Lender, the Issuer and to the Administrative
               Agent, as hereinafter provided, the prompt payment of the
               Guaranteed Obligations in full when due (whether at stated
               maturity, as a mandatory prepayment, by acceleration, as a
               mandatory cash collateralization or otherwise) strictly in
               accordance with the terms thereof. The Guarantors hereby further
               agree that if any of the Guaranteed Obligations are not paid in
               full when due (whether at stated maturity, as a mandatory
               prepayment, by acceleration, as a mandatory cash
               collateralization or otherwise), the Guarantors will, jointly and
               severally, promptly pay the same, without any demand or notice
               whatsoever, and that in the case of any extension of time of
               payment or renewal of any of the Guaranteed Obligations, the same
               will be promptly paid in full when due (whether at extended
               maturity, as a mandatory prepayment, by acceleration, as a
               mandatory cash collateralization or otherwise) in accordance with
               the terms of such extension or renewal.

          (b)  Notwithstanding any provision to the contrary contained herein or
               in any of the other Credit Documents, to the extent the
               obligations of a Guarantor shall be adjudicated to be invalid or
               unenforceable for any reason (including, without limitation,
               because of any applicable state, provincial or Federal law
               relating to fraudulent conveyances or transfers or the granting
               of financial assistance) then the obligations of each Guarantor
               hereunder shall be limited to the maximum amount that is
               permissible under applicable law (whether Federal, state or
               provincial and including, without limitation, the Bankruptcy
               Code). In such case or otherwise at the request of the
               Administrative Agent, each Credit Party shall take such action
               and shall execute and deliver all such further documents required
               by the Administrative Agent to cause the obligations of such
               Guarantor to be enforceable to the extent required by this
               Agreement.

     (b)  Obligations Unconditional.

          The obligations of the Guarantors under Section 8.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or any
other agreement or instrument referred to therein, or any substitution, release
or exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 8.02 that the obligations of each of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid under this Article VIII until such time as
all of the Lenders have been paid in full, all of the Commitments under the
Agreement have been terminated and no Person or Governmental Authority shall
have any right to request any return or reimbursement of funds from the Lenders
in connection with monies received under the Credit Documents. Without limiting
the generality of the foregoing, it is agreed that, to the fullest extent
permitted by law, the occurrence of any one or more of the following shall not
alter or impair the liability of any Guarantor hereunder which shall remain
absolute and unconditional as described above:


                                       51
<PAGE>

          (a)  at any time or from time to time, without notice to any
               Guarantor, the time for any performance of or compliance with any
               of the Guaranteed Obligations shall be extended, or such
               performance or compliance shall be waived;

          (b)  any of the acts mentioned in any of the provisions of any of the
               Credit Documents or any other agreement or instrument referred to
               in the Credit Documents shall be done or omitted;

          (c)  the maturity of any of the Guaranteed Obligations shall be
               accelerated, or any of the Guaranteed Obligations shall be
               modified, supplemented or amended in any respect, or any right
               under any of the Credit Documents or any other agreement or
               instrument referred to in the Credit Documents shall be waived or
               any other guarantee of any of the Guaranteed Obligations or any
               security therefor shall be released or exchanged in whole or in
               part or otherwise dealt with;

          (d)  any Lien granted to, or in favor of, the Administrative Agent,
               the Issuer or any Lender or Lenders, as security for any of the
               Guaranteed Obligations shall fail to attach or be perfected; or

          (e)  any of the Guaranteed Obligations shall be determined to be void
               or voidable (including, without limitation, for the benefit of
               any creditor of any Guarantor) or shall be subordinated to the
               claims of any Person (including, without limitation, any creditor
               of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent, the Issuer or any
Lender exhaust any right, power or remedy or proceed against any Person under
any of the Credit Documents or any other agreement or instrument referred to in
the Credit Documents, or against any other Person under any other guarantee of,
or security for, any of the Guaranteed Obligations.

     (c)  Reinstatement.

          (a)  The obligations of the Guarantors under this Article VIII shall
               be automatically reinstated if and to the extent that for any
               reason any payment by or on behalf of any Person in respect of
               the Guaranteed Obligations is rescinded or must be otherwise
               restored by any holder of any of the Guaranteed Obligations,
               whether as a result of any proceedings in bankruptcy or
               reorganization or otherwise, and each Guarantor agrees that it
               will indemnify the Administrative Agent and each Lender on demand
               for all reasonable costs and expenses (including, without
               limitation, reasonable fees and expenses of counsel) incurred by
               the Administrative Agent or such Lender in connection with such
               rescission or restoration, including any such costs and expenses
               incurred in defending against any claim alleging that such
               payment constituted a preference, fraudulent transfer or similar
               payment under any bankruptcy, insolvency or similar law.

     (d)  Certain Additional Waivers.

          Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Guaranteed Obligations, except through the exercise
of the rights of subrogation pursuant to Section 8.02.

     (e)  Remedies.

          The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent, the
Issuer and the Lenders, on the other hand, the Guaranteed Obligations may be
declared to be forthwith due and payable as provided in Section 7.02 (and shall
be deemed to have become automatically due and payable in the circumstances
provided in said Section 7.02) for purposes of Section 8.01 notwithstanding any
stay, injunction or other prohibition preventing such declaration (or preventing
the Guaranteed Obligations from becoming automatically due and payable) as
against any other Person and that, in the event of such declaration (or the
Guaranteed Obligations being deemed to have become automatically due and
payable), the


                                       52
<PAGE>

Guaranteed Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of Section
8.01.

     (f)  Rights of Contribution.

          The Guarantors hereby agree, as among themselves, that if any
Guarantor shall become an Excess Funding Guarantor, each other Guarantor shall,
on demand of such Excess Funding Guarantor (but subject to the succeeding
provisions of this Section 8.06), pay to such Excess Funding Guarantor an amount
equal to such Guarantor's Pro Rata Share (as defined below and determined, for
this purpose, without reference to the Facilities, assets, liabilities and debts
of such Excess Funding Guarantor) of such Excess Payment (as defined below). The
payment obligation of any Guarantor to any Excess Funding Guarantor under this
Section 8.06 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor under the other provisions
of this Article VIII, and such Excess Funding Guarantor shall not exercise any
right or remedy with respect to such excess until payment and satisfaction in
full of all of such obligations. For purposes hereof, (a) "Excess Funding
Guarantor" shall mean, in respect of any obligations arising under the other
provisions of this Article VIII (hereafter, the "Guarantied Obligations"), a
Guarantor that has paid an amount in excess of its Pro Rata Share of the
Guarantied Obligations; (b) "Excess Payment" shall mean, in respect of any
Guarantied Obligations, the amount paid by an Excess Funding Guarantor in excess
of its Pro Rata Share of such Guarantied Obligations; and (c) "Pro Rata Share",
for the purposes of this Section 8.06, shall mean, for any Guarantor, the ratio
(expressed as a percentage) of (i) the amount by which the aggregate present
fair saleable value of all of its assets and Facilities exceeds the amount of
all debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair
saleable value of all assets and other Facilities of the Borrower and all of the
Guarantors exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of the Borrower and the Guarantors hereunder) of the Borrower
and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes
a party hereto subsequent to the Closing Date, then for the purposes of this
Section 8.06 such subsequent Guarantor shall be deemed to have been a Guarantor
as of the Closing Date and the information pertaining to, and only pertaining
to, such Guarantor as of the date such Guarantor became a Guarantor shall be
deemed true as of the Closing Date).

     (g)  Continuing Guarantee.

          The guarantee in this Article VIII is a continuing guarantee, and
shall apply to all Guaranteed Obligations whenever arising.

Item 68.

SECURITY

     (a)  Priority and Liens.

          (a)  Each of the Credit Parties hereby covenants, represents and
               warrants that, upon entry of the Interim DIP Financing Order (i)
               pursuant to Section 364(c)(1) of the Bankruptcy Code, the
               Obligations shall at all times constitute allowed administrative
               expense claims in the Bankruptcy Cases with priority over all
               administrative expense claims and unsecured claims against the
               Credit Parties, now existing or hereafter arising, of any kind or
               nature whatsoever, including, without limitation, administrative
               expenses of the kinds specified in or ordered pursuant to
               Sections 105, 326, 330, 331, 503(a), 503(b), 506(c), 507(a),
               507(b), 546(c), 546(d), and 1114 of the Bankruptcy Code and (ii)
               pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code,
               the Obligations shall at all times be secured by a perfected
               first priority Lien on all property and assets of each member of
               the Transit Group, except for the Excluded Assets, and all assets
               directly related to the Specified Contracts (other than the
               equipment set forth on Schedule III) subject only to (A) Senior
               Liens, (B) the Carve Out (defined below) in an aggregate amount
               not in excess of $1,450,000 (the "Carve-Out") and (C) the
               UST/Clerk Fees. The Carve-Out may be used only to pay the fees
               and expenses of professionals employed by


                                       53
<PAGE>

               the Credit Parties, the fees and expenses of professionals
               employed by any statutory committee appointed by the Bankruptcy
               Court under Section 1102 of the Bankruptcy Code ("Statutory
               Committee"), and the expenses of members of any such Statutory
               Committee; provided that all such fees and expenses are
               authorized to be paid or approved by the Bankruptcy Court to the
               extent required under the Bankruptcy Code; provided, however,
               that the Carve-Out shall not include, apply to or be available
               for any fees or expenses incurred by any party, including the
               Credit Parties or any Statutory Committee, in connection with the
               initiation or prosecution (but not investigation) of any claims,
               causes of action, adversary proceedings or other litigation
               against the Administrative Agent, the Issuer or the Lenders,
               including, without limitation, challenging the amount, validity,
               priority or enforceability of, or asserting any defense, claim,
               counterclaim or offset to, the Obligations or the Liens of the
               Administrative Agent, the Issuer and the Lenders under this
               Agreement in respect thereof. The Lenders and the Issuer agree
               that so long as the Maturity Date shall not have occurred or the
               Administrative Agent or the Lenders have not exercised any
               remedies as a result of an Event of Default, the Credit Parties
               shall be permitted to pay compensation and reimbursement of
               expenses accrued and payable under 11 U.S.C.ss. 330 and 11
               U.S.C.ss. 331, as the same may be due and payable as authorized
               by the Bankruptcy Court, and the same shall not reduce the amount
               available under the Carve-Out. The foregoing shall not be
               construed as a consent to the allowance of any fees and expenses
               or bonuses referred to above and shall not affect the right of
               the Credit Parties, the Administrative Agent, the Issuer or the
               Lenders to object to the allowance and payment of such amounts.

          (b)  As to all real property the title to which is held by any of the
               Credit Parties, or the possession of which is held by any of the
               Credit Parties pursuant to a leasehold interest or otherwise,
               each of the Credit Parties hereby assigns and conveys as
               security, grants a security interest in, hypothecates, mortgages,
               pledges and sets over unto the Administrative Agent on behalf of
               the Lenders and the Issuer all of the right, title and interest
               of such Credit Party in all of such owned real property and in
               all such leasehold interests or other interests, together in each
               case with all of the right, title and interest of such Credit
               Party in and to all buildings, improvements, and fixtures related
               thereto, any lease or sublease thereof, all general intangibles
               relating thereto and all proceeds thereof, such assignment,
               conveyance and security interest to have the priorities set forth
               in Section 9.01(a)(i) and (ii) above.

          (c)  Each of the Credit Parties acknowledges that, pursuant to the DIP
               Financing Orders, the Liens in favor of the Administrative Agent
               on behalf of the Lenders and the Issuer in all of such real
               property and leasehold interests, and all of the other
               Collateral, shall be perfected without the taking of any further
               action, including any recordation of any instruments of mortgage
               or assignment, or the recording or filing of any financing
               statements, notices of lien or other similar instruments.

Item 69.

THE ADMINISTRATIVE AGENT

     (a)  Appointment.

          The Lenders and the Issuer hereby designate and appoint CSFB, as
Administrative Agent of the Lenders and the Issuer to act as specified herein
and the other Credit Documents, and each of the Lenders and the Issuer hereby
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the other Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms hereof and of the other Credit Documents, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere herein and in the other Credit Documents, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein and therein, or any fiduciary relationship with any
Lender or the Issuer, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any of
the other Credit Documents, or shall otherwise exist against the Administrative
Agent. The provisions of this Article X are


                                       54
<PAGE>

solely for the benefit of the Administrative Agent, the Issuer and the Lenders,
and none of the Credit Parties shall have any rights as a third party
beneficiary of the provisions hereof. In performing its functions and duties
under this Agreement and the other Credit Documents, the Administrative Agent
shall act solely as the Administrative Agent of the Lenders and the Issuer and
does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for any Credit Party or any of their
respective Affiliates.

     (b)  Delegation of Duties.

          The Administrative Agent may execute any of its duties hereunder or
under the other Credit Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

     (c)  Exculpatory Provisions.

          Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by them or such Person under or in
connection herewith or in connection with any of the other Credit Documents
(except for its or such Person's own gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Lenders or the Issuer for any
recitals, statements, representations or warranties made by any of the Credit
Parties contained herein or in any of the other Credit Documents or in any
certificate, report, document, financial statement or other written or oral
statement referred to or provided for in, or received by the Administrative
Agent under or in connection herewith or in connection with the other Credit
Documents, or the enforceability or sufficiency therefor of any of the other
Credit Documents, or for any failure of any Credit Party to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be
responsible to any Lender or the Issuer for the effectiveness, genuineness,
validity, enforceability, collectability or sufficiency of this Agreement or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made herein or therein or made by any Credit Party in any written
or oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made available by the Administrative Agent to the Lenders or the
Issuer or by or on behalf of the Credit Parties to the Administrative Agent, the
Issuer or any Lender or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained herein or therein or as to the use of the proceeds of
the Loans or of the existence or possible existence of any Default or Event of
Default or to inspect the properties, books or records of the Credit Parties or
any of their respective Affiliates.

     (d)  Reliance On Communications.

          The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any of the Credit Parties, independent accountants and
other experts selected by the Administrative Agent with reasonable care). The
Administrative Agent may deem and treat the Lenders as the owners of their
respective interests hereunder for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent in accordance with Section 11.03(b). The Administrative
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or under any of the other Credit Documents unless it shall first
receive such advice or concurrence of the Majority Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder or under any of the other Credit Documents in accordance with a
request of the Majority Lenders (or to the extent specifically provided in
Section 11.06, all the Lenders) and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders (including their
successors and assigns).


                                       55
<PAGE>

     (e)  Notice of Default.

          The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless it
has received notice from a Lender, the Issuer or a Credit Party referring to the
Credit Document, describing such Default or Event of Default and stating that
such notice is a "notice of default." In the event that the Administrative Agent
receives such a notice, it shall give prompt notice thereof to the Lenders and
the Issuer. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Majority
Lenders.

     (f)  Non-Reliance On Administrative Agent and Other Lenders.

          Each Lender and the Issuer expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to it
and that no act by the Administrative Agent or any affiliate thereof hereinafter
taken, including any review of the affairs of any Credit Party or any of their
respective Affiliates, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender. Each Lender and the Issuer
represents to the Administrative Agent 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 appraisal
of and investigation into the business, assets, operations, property, financial
and other conditions, prospects and creditworthiness of the Credit Parties or
their respective Affiliates and made its own decision to make its Loans
hereunder and other financial accommodations hereunder and enter into this
Agreement. Each Lender and the Issuer also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement, and to make such
investigation as it deems necessary to inform itself as to the business, assets,
operations, property, financial and other conditions, prospects and
creditworthiness of the Credit Parties and their respective Affiliates. Except
for notices, reports and other documents expressly required to be furnished to
the Lenders or the Issuer by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender or the Issuer with any credit or other information concerning the
business, operations, assets, property, financial or other conditions, prospects
or creditworthiness of the Credit Parties or any of their respective Affiliates
which may come into the possession of the Administrative Agent or any of their
officers, directors, employees, agents, attorneys-in-fact or affiliates.

     (g)  Indemnification.

          The Lenders agree to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Commitments (or if the Commitments have expired or been terminated,
in accordance with the respective principal amounts of outstanding Loans of the
Lenders), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including without limitation at
any time following the final payment of all of the obligations of the Borrower
hereunder and under the other Credit Documents) be imposed on, incurred by or
asserted against the Administrative Agent in its capacity as such in any way
relating to or arising out of this Agreement or the other Credit Documents or
any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements the extent they are found in a final judgment
by a court of competent jurisdiction to have arisen from the Administrative
Agent's gross negligence or willful misconduct. If any indemnity furnished to
the Administrative Agent for any purpose shall, in the opinion of the
Administrative Agent, be insufficient or become impaired, the Administrative
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished. The
agreements in this Section 10.07 shall survive the repayment of the Loans and
other obligations under the Credit Documents and the termination of the
Commitments hereunder.


                                       56
<PAGE>

     (h)  Administrative Agent In Its Individual Capacity.

          The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower,
its Subsidiaries or its Affiliates as though the Administrative Agent were not
the Administrative Agent hereunder. With respect to the Loans and all other
obligations of the Borrower hereunder and under the other Credit Documents, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the Administrative
Agent hereunder, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

     (i)  Successor Administrative Agent.

          The Administrative Agent may, at any time, resign upon 20 days'
written notice to the Lenders, and may be removed, upon show of cause, by the
Majority Lenders upon 30 days' written notice to the Administrative Agent;
provided that the Administrative Agent shall not resign or be removed without
the prior written consent of the Borrower, which consent shall not be
unreasonably withheld or delayed, and any attempted resignation by or removal of
the Administrative Agent without the prior written consent of the Borrower shall
be null and void ab initio. Upon any such resignation or removal, the Majority
Lenders shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Majority
Lenders, and shall have accepted such appointment, within 30 days after the
notice of resignation or notice of removal, as appropriate, then the retiring
Administrative Agent shall select a successor Administrative Agent; provided
that such successor is a Lender hereunder or a financial institution organized
under the laws of the United States of America or of any State thereof and has a
combined capital and surplus of at least $400,000,000. Upon the acceptance of
any appointment as 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 as Administrative Agent under this Agreement and the other Credit
Documents, and the provisions of this Article X shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.

Item 70.

MISCELLANEOUS

     (a)  Notices.

          Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted via telecopy (or other facsimile device) to the
number set out below, (iii) the day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (iv)
the third Business Day following the day on which the same is sent by certified
or registered mail, postage prepaid, in each case to the respective parties at
the address, in the case of the Borrower, the Guarantors and the Administrative
Agent, set forth below, and, in the case of the Lenders and the Issuer, set
forth on Schedule 11.01, or at such other address as such party may specify by
written notice to the other parties hereto:


          if to the Borrower or any Guarantor:

               RailWorks Corporation
               6225 Smith Avenue
               Suite 200
               Baltimore, MD 21209
               Attn: Chief Financial Officers
               Telephone: 410-580-6000
               Telecopy:  410-580-6099


                                       57
<PAGE>

          with a copy to:

               Willkie Farr & Gallagher
               787 Seventh Avenue
               New York, NY 10019
               Attention:  Leslie Mazza, Esq. and Paul Shalhoub, Esq.
               Telephone:  212-728-8000
               Facsimile:  212-728-8111

               and

               Whiteford, Taylor & Preston
               Seven Saint Paul Street
               Baltimore, MD 21202
               Attention:  Martin T. Fletcher, Esq.
               Telephone:  410-347-8737
               Facsimile:  410-625-7510


          if to the Administrative Agent:

               CSFB Global Opportunities Advisers, LLC
               Eleven Madison Avenue
               New York, New York  10010
               Attn:  Mr. Frank Plimpton
               Telephone:  (212) 325-4173
               Telecopy:   (212) 325-8290

          with a copy to:

               Dewey Ballantine LLP
               1301 Avenue of the Americas
               New York, New York  10019
               Attn: Michael J. Sage, Esq. and Arthur Hull Hayes III, Esq.
               Telephone:  (212) 258-8000
               Telecopy:  (212) 258-6333

               and

               Venable, Baetjer and Howard, LLP
               2 Two Hopkins Plaza, Suite 1800
               Baltimore, Maryland 21201
               Attn:  Gregory A. Cross, Esq.
               Telephone:  (410) 244-7400
               Telecopy:  (410) 244-7742


     (b)  Right of Set-Off.

          In addition to any rights now or hereafter granted under applicable
law or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Lender and the Issuer is authorized at
any time and from time to time, without presentment, demand, protest or other
notice of any kind (all of which rights being hereby expressly waived), to
set-off and to appropriate and apply any and all deposits (general or special)
and any other indebtedness at any time held or owing by such Lender or the
Issuer (including, without limitation branches, agencies or Affiliates of such
Lender or the Issuer wherever located) to or for the credit or the account of
any Credit Party against obligations and liabilities of such Person to such
Lender or the Issuer hereunder, under the Notes, the other Credit Documents or
otherwise, irrespective of whether such Lender or the Issuer shall have made any
demand hereunder and although such obligations, liabilities or claims, or any of
them, may be contingent or unmatured, and any such set-off shall be deemed to
have been made immediately upon the occurrence of an Event


                                       58
<PAGE>

of Default even though such charge is made or entered on the books of such
Lender or the Issuer subsequent thereto. Any Person purchasing a participation
in the Loans and Commitments hereunder pursuant to Section 11.03(d) may exercise
all rights of set-off with respect to its participation interest as fully as if
such Person were a Lender hereunder.

     (c)  Benefit of Agreement.

          (a)  Generally. This Agreement shall be binding upon and inure to the
               benefit of and be enforceable by the respective successors and
               assigns of the parties hereto; provided that, except as expressly
               provided herein, none of the Credit Parties may assign or
               transfer any of its interests without prior written consent of
               the Lenders and the Issuer; provided, further, that the rights of
               each Lender to transfer, assign or grant participations in its
               rights and/or obligations hereunder shall be limited as set forth
               in this Section 11.03; provided, however, that nothing herein
               shall prevent or prohibit any Lender from (i) pledging its Loans
               hereunder to a Federal Reserve Bank in support of borrowings made
               by such Lender from such Federal Reserve Bank or (ii) granting
               assignments or selling participations in such Lender's Loans
               and/or Commitments hereunder to its parent company and/or to any
               Affiliate or Subsidiary of such Lender.

          (b)  Assignments. Each Lender may assign all or a portion of its
               rights and obligations hereunder (including, without limitation,
               all or a portion of its Ratable Portion of Obligations and its
               Commitments), pursuant to an assignment agreement substantially
               in the form of Exhibit F, to (i) a Lender, (ii) an affiliate of a
               Lender, (iii) any fund that invests in bank loans and is managed
               by an investment advisor to a Lender or an affiliate of such
               investment advisor, or (iv) any other Person that (A) is a bank,
               financial institution, commercial lender or institutional
               investor, (B) such Person shall be reasonably acceptable to the
               Administrative Agent, and (C) so long as no Default or Event of
               Default has occurred and is continuing, such Person shall be
               reasonably acceptable to the Borrower (the consent of the
               Borrower not to be unreasonably withheld or delayed); provided
               that (i) any such assignment (other than any assignment to (I) a
               Lender, (II) an affiliate of a Lender and (III) any fund that
               invests in bank loans and is managed by an investment advisor to
               a Lender or an affiliate of such investment advisor) shall be in
               a minimum aggregate amount of $2,000,000 (or, if less, the
               remaining amount of the Commitments being assigned by such
               Lender); and (ii) each such assignment shall be of a constant,
               not varying, percentage of all such Lender's rights and
               obligations under this Agreement. Any assignment hereunder shall
               be effective upon delivery to the Administrative Agent of written
               notice of the assignment together with a transfer fee of $3,500
               payable to the Administrative Agent for its own account from and
               after the later of (i) the effective date specified in the
               applicable assignment agreement and (ii) the date of recording of
               such assignment in the Register pursuant to the terms of
               subsection (c) below; provided, however, that no such fee shall
               be payable in the case of an assignment to another Lender, an
               affiliate of a Lender or any fund that invests in bank loans and
               is managed by an investment advisor to a Lender or an affiliate
               of such investment advisor; provided, further, that in the case
               of contemporaneous assignments by a Lender to more than one fund
               managed by the same investment advisor (which funds are not then
               Lenders), only a single assignment fee of $3,500 shall be payable
               for all such contemporaneous assignments. The assigning Lender
               will give prompt notice to the Administrative Agent and the
               Borrower of any such assignment. Upon the effectiveness of any
               such assignment (and after notice to, and (to the extent required
               pursuant to the terms hereof), with the consent of, the Borrower
               as provided herein), the assignee shall become a "Lender" for all
               purposes of this Agreement and the other Credit Documents and, to
               the extent of such assignment, the assigning Lender shall be
               relieved of its obligations hereunder to the extent of the Loans
               and Commitment components being assigned. The Borrower agrees
               that upon notice of any such assignment and surrender of the
               appropriate Note or Notes, it will promptly provide to the
               assigning Lender and to the assignee separate promissory notes in
               the amount of their respective interests substantially in the
               form of the original Note (but with notation thereon that it is
               given in substitution for and replacement of the original Note or
               any replacement notes thereof). By executing and delivering an
               assignment agreement in accordance with this Section 11.03(b),
               the assigning Lender thereunder and the assignee thereunder shall
               be deemed to confirm to and agree with each other and the other
               parties hereto as follows: (i) such assigning


                                       59
<PAGE>

               Lender warrants that it is the legal and beneficial owner of the
               interest being assigned thereby free and clear of any adverse
               claim; (ii) except as set forth in clause (i) above, such
               assigning Lender makes no representation or warranty and assumes
               no responsibility with respect to any statements, warranties or
               representations made in or in connection with this Agreement, any
               of the other Credit Documents or any other instrument or document
               furnished pursuant hereto or thereto, or the execution, legality,
               validity, enforceability, genuineness, sufficiency or value of
               this Agreement, any of the other Credit Documents or any other
               instrument or document furnished pursuant hereto or thereto or
               the financial condition of any Credit Party or any of their
               respective Affiliates or the performance or observance by any
               Credit Party of any of its obligations under this Agreement, any
               of the other Credit Documents or any other instrument or document
               furnished pursuant hereto or thereto; (iii) such assignee
               represents and warrants that it is legally authorized to enter
               into such assignment agreement; (iv) such assignee confirms that
               it has received a copy of this Agreement, the other Credit
               Documents and such other documents and information as it has
               deemed appropriate to make its own credit analysis and decision
               to enter into such assignment agreement; (v) such assignee will
               independently and without reliance upon the Administrative Agent,
               such assigning Lender or any other Lender, and based on such
               documents and information as it shall deem appropriate at the
               time, continue to make its own credit decisions in taking or not
               taking action under this Agreement and the other Credit
               Documents; (vi) such assignee appoints and authorizes the
               Administrative Agent to take such action on its behalf and to
               exercise such powers under this Agreement or any other Credit
               Document as are delegated to the Administrative Agent by the
               terms hereof or thereof, together with such powers as are
               reasonably incidental thereto; and (vii) such assignee agrees
               that it will perform in accordance with their terms all the
               obligations which by the terms of this Agreement and the other
               Credit Documents are required to be performed by it as a Lender.

          (c)  Maintenance of Register. The Administrative Agent shall maintain
               at its offices a copy of each Lender assignment agreement
               delivered to it in accordance with the terms of subsection (b)
               above and a register for the recordation of the identity of the
               principal amount of each Loan and LOC Obligation outstanding
               hereunder, the names, addresses and the Commitments of the
               Lenders pursuant to the terms hereof from time to time (the
               "Register"). The Administrative Agent will make reasonable
               efforts to maintain the accuracy of the Register and to promptly
               update the Register from time to time, as necessary. The entries
               in the Register shall be conclusive in the absence of manifest
               error, and the Borrower, the Administrative Agent and the Lenders
               may treat each Person whose name is recorded in the Register
               pursuant to the terms hereof as a Lender hereunder for all
               purposes of this Agreement. The Register shall be available for
               inspection by the Borrower and each Lender, at any reasonable
               time and from time to time upon reasonable prior notice.

          (d)  Participations. Each Lender may sell, transfer, grant or assign
               participations in all or a portion of such Lender's rights,
               obligations or rights and obligations hereunder (including all or
               a portion of its Commitments or its Loans); provided that (i)
               such selling Lender shall remain a "Lender" for all purposes
               under this Agreement (such selling Lender's obligations under the
               Credit Documents remaining unchanged) and the participant shall
               not constitute a Lender hereunder, (ii) no such participant shall
               have, or be granted, rights to approve any amendment or waiver
               relating to this Agreement or the other Credit Documents except
               to the extent any such amendment or waiver would (A) reduce the
               principal of or rate of interest on or fees in respect of any
               Loans in which the participant is participating or (B) postpone
               the date fixed for any payment of principal (including extension
               of the Maturity Date or the date of any mandatory prepayment),
               interest or fees in which the participant is participating, and
               (iii) sub-participations by the participant (except to an
               affiliate, parent company or affiliate of a parent company of the
               participant) shall be prohibited. In the case of any such
               participation, the participant shall not have any rights under
               this Agreement or the other Credit Documents (the participant's
               rights against the selling Lender in respect of such
               participation to be those set forth in the participation
               agreement with such Lender creating such participation) and all
               amounts payable by the Borrower hereunder shall be determined as
               if such Lender had not sold such participation; provided,
               however, that such participant shall be entitled to receive
               additional amounts under Sections 2.10, 2.11, 2.13 and 11.02 on
               the same basis as if it were a Lender.


                                       60
<PAGE>

     (d)  No Waiver; Remedies Cumulative.

          No failure or delay on the part of the Administrative Agent, the
Issuer or any Lender in exercising any right, power or privilege hereunder or
under any other Credit Document and no course of dealing between the
Administrative Agent, the Issuer or any Lender and any of the Credit Parties
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights and remedies
provided herein are cumulative and not exclusive of any rights or remedies which
the Administrative Agent, the Issuer or any Lender would otherwise have. No
notice to or demand on any Credit Party in any case shall entitle the Borrower
or any other Credit Party to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Administrative
Agent, the Issuer or the Lenders to any other or further action in any
circumstances without notice or demand.

     (e)  Payment of Expenses; Indemnification.

          (a)  The Borrower agrees to: (i) pay all reasonable out-of-pocket
               costs and expenses (A) of the Administrative Agent, the Issuer
               and the Lenders in connection with the negotiation, preparation,
               execution and delivery and administration of this Agreement and
               the other Credit Documents and the documents and instruments
               referred to therein (including, without limitation, the
               reasonable fees and expenses of counsel of the Administrative
               Agent, the Issuer and the Lenders) and any amendment, waiver or
               consent relating hereto and thereto including, but not limited
               to, any such amendments, waivers or consents resulting from or
               related to any work-out, renegotiation or restructure relating to
               the performance by the Credit Parties under this Agreement, (B)
               the development, negotiation, approval and consummation of the
               disclosure statement and the plan of reorganization of any of the
               Credit Parties and (C) of the Administrative Agent, the Issuer
               and the Lenders in connection with enforcement of the Credit
               Documents and the documents and instruments referred to therein
               (including, without limitation, in connection with any such
               enforcement, the reasonable fees and disbursements of counsel for
               the Administrative Agent, the Issuer and each of the Lenders);
               (ii) permit the Administrative Agent to perform inventory and
               accounts receivable field audits at the Borrower's expense,
               provided that unless an Event of Default shall be in existence
               the Borrower's obligation to reimburse the Administrative Agent
               for such field audits shall be limited to one such field audit
               each fiscal year; and (iii) pay and hold each of the Lenders
               harmless from and against any and all present and future stamp
               and other similar taxes with respect to the foregoing matters and
               save each of the Lenders harmless from and against any and all
               liabilities with respect to or resulting from any delay or
               omission (other than to the extent attributable to such Lender)
               to pay such taxes.

          (b)  The Borrower shall indemnify the Administrative Agent, the
               Issuer, each Lender and their respective officers, directors,
               employees, representatives and agents (each, an "Indemnitee")
               from and hold each of them harmless against any and all losses,
               liabilities, claims, damages or expenses incurred by any of them
               as a result of, or arising out of, or in any way related to, or
               by reason of (A) any investigation, litigation or other
               proceeding (whether or not any Indemnitee is a party thereto)
               related to the entering into and/or performance of any Credit
               Document or the use of proceeds of any Loan or the consummation
               of any other transactions contemplated in any Credit Document,
               including, without limitation, the reasonable fees and
               disbursements of counsel incurred in connection with any such
               investigation, litigation or other proceeding or (B) the presence
               or Release of any Materials of Environmental Concern at, under or
               from any Property owned, operated or leased by the Borrower or
               any of its Subsidiaries, or the failure by the Borrower or any of
               its Subsidiaries to comply with any Environmental Law (but
               excluding, in the case of either of clause (A) or (B) above, any
               such losses, liabilities, claims, damages or expenses to the
               extent incurred by reason of gross negligence or willful
               misconduct on the part of the Person to be indemnified).

     (f)  Amendments, Waivers and Consents.

          No amendment or waiver of any provision of this Agreement nor consent
to any departure by the Borrower therefrom shall in any event be effective
unless the same shall be in writing and signed by the Majority Lenders, and then
any such waiver or consent shall be effective only in the specific instance and
for the specific purpose for


                                       61
<PAGE>

which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders do any of the following:

          (a)  waive any of the conditions specified in Article III except as
               otherwise provided therein;

          (b)  increase the Commitments of the Lenders or subject the Lenders to
               any additional obligations;

          (c)  reduce the principal of, or interest on, the Loans or any fees or
               other amounts payable hereunder;

          (d)  postpone any date fixed for any payment of principal of, or
               interest on, the Loans or any fees or other amounts payable
               hereunder;

          (e)  change the percentage of the Commitments or the aggregate unpaid
               principal amount of the Loans which shall be required for the
               Lenders or any of them to take any action hereunder;

          (f)  release any of the Collateral except as shall otherwise be
               provided in the Collateral Documents; or

          (g)  amend this Section 11.06;

and provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent or the Issuer in addition to the
Lenders Issuer required above to take such action, affect the rights or duties
of the Administrative Agent or the Issuer, respectively, under this Agreement or
the other Credit Documents. Any amendment, consent, or waiver that does not
comply with the provisions of this Section 11.06 shall be void and of no effect.

          Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersede the unanimous consent
provisions set forth herein and (y) the Majority Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding.

     (g)  Counterparts.

          This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.

     (h)  Headings.

          The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.

     (i)  Survival.

          All indemnities set forth herein, including, without limitation, in
Section 2.10, 2.11, 2.13, 10.07 or 11.05 shall survive the execution and
delivery of this Agreement, the making of the Loans, the repayment of the Loans
and other obligations under the Credit Documents and the termination of the
Commitments hereunder, and all representations and warranties made by the Credit
Parties herein shall survive delivery of the Notes and the making of the Loans
hereunder.


                                       62
<PAGE>

     (j)  Governing Law; Submission to Jurisdiction; Venue.

          (a)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
               OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
               GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
               LAWS OF THE STATE OF NEW YORK AND THE APPLICABLE PROVISIONS OF
               THE BANKRUPTCY CODE.

          (b)  The Bankruptcy Court shall have exclusive jurisdiction over any
               motion, claim or dispute arising from or relating to this
               Agreement or any other Credit Document Any legal action or
               proceeding with respect to this Agreement or any other Credit
               Document shall be brought in the Bankruptcy Court or the United
               States District Court for the District of Maryland and, by
               execution and delivery of this Agreement, each of the parties
               hereto hereby irrevocably accepts for itself and in respect of
               its property, generally and unconditionally, the jurisdiction of
               such court. Each of the Credit Parties further irrevocably
               consents to the service of process out of any of the
               aforementioned courts in any such action or proceeding by the
               mailing of copies thereof by registered or certified mail,
               postage prepaid, to it at the address set out for notices
               pursuant to Section 11.01, such service to become effective three
               (3) days after such mailing. Nothing herein shall affect the
               right of the Administrative Agent or any Lender to serve process
               in any other manner permitted by law or to commence legal
               proceedings or to otherwise proceed against any Credit Party in
               any other jurisdiction.

          (c)  TO THE EXTENT PERMITTED BY LAW, THE ADMINISTRATIVE AGENT, THE
               LENDERS, THE BORROWER AND THE OTHER CREDIT PARTIES HEREBY
               IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
               PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
               AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
               CONTEMPLATED HEREBY.

     (k)  Severability.

          If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

     (l)  Entirety.

          This Agreement, together with the Exhibits and Schedules hereto and
the other Credit Documents, represent the entire agreement of the parties hereto
and thereto with respect to the subject matter hereof and thereof, and supersede
all prior agreements and understandings, either oral or written, with respect to
the subject matter hereof and thereof.


                                       63
<PAGE>

     (m)  Binding Effect; Termination.

          (a)  This Agreement shall become effective at such time on or after
               the Closing Date when it shall have been executed by the
               Borrower, the Guarantors and the Administrative Agent, and the
               Administrative Agent shall have received copies hereof (telefaxed
               or otherwise) which, when taken together, bear the signatures of
               each Lender and the Issuer, and thereafter this Agreement shall
               be binding upon and inure to the benefit of the Borrower, the
               Guarantors, the Administrative Agent, the Issuer and each Lender
               and their respective successors and assigns.

          (b)  The term of this Agreement shall commence on the effective date
               pursuant to subsection (a) above and shall continue until no
               Obligations payable hereunder or under any of the other Credit
               Documents shall remain outstanding and until all of the
               Commitments hereunder shall have expired or been terminated.

     (n)  Confidentiality.

          The Administrative Agent, the Issuer and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its affiliates directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Agreement;
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder; (f) subject to an agreement containing provisions substantially the
same as those of this Section 11.14, to (i) any assignee of or participant in,
or any prospective assignee of or participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty (or such contractual counterparty's or prospective counterparty's
professional advisor) to any credit derivative transaction relating to
obligations of the Borrower; (g) with the consent of the Borrower; (h) to the
extent such Information (i) becomes publicly available other than as a result of
a breach of this Section 11.14 or (ii) becomes available to the Administrative
Agent or any Lender on a nonconfidential basis from a source other than the
Borrower; or (i) to the National Association of Insurance Commissioners or any
other similar organization or any nationally recognized rating agency that
requires access to information about a Lender's or its Affiliates' investment
portfolio in connection with ratings issued with respect to such Lender or its
Affiliates. For the purposes of this Section, "Information" means all
information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to the Administrative Agent,
the Issuer or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified in writing at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 11.14 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 to its own confidential information.

     (o)  Source of Funds.

          Each of the Lenders hereby represents and warrants to the Borrower
that at least one of the following statements is an accurate representation as
to the source of funds to be used by such Lender in connection with the
financing hereunder:

          (a)  no part of such funds constitutes assets allocated to any
               separate account maintained by such Lender in which any employee
               benefit plan (or its related trust) has any interest;

          (b)  to the extent that any part of such funds constitutes assets
               allocated to any separate account maintained by such Lender, such
               Lender has disclosed to the Borrower the name of each employee


                                       64
<PAGE>

               benefit plan whose assets in such account exceed 10% of the total
               assets of such account as of the date of such purchase (and, for
               purposes of this subsection (b), all employee benefit plans
               maintained by the same employer or employee organization are
               deemed to be a single plan);

          (c)  to the extent that any part of such funds constitutes assets of
               an insurance company's general account, such insurance company
               has complied with all of the requirements of the regulations
               issued under Section 401(c)(1)(A) of ERISA or such insurance
               company meets the requirements of Department of Labor Exemption
               95-60; or

          (d)  such funds constitute assets of one or more specific benefit
               plans which such Lender has identified in writing to the
               Borrower.

          As used in this Section 11.15, the terms "employee benefit plan" and
"separate account" shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

     (p)  Conflict.

          To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Agreement shall control. To the extent that there is a
conflict or inconsistency between any provision of any Credit Document, on the
one hand, and any provision of the DIP Financing Order, on the other hand, the
DIP Financing Order shall control.

     (q)  Limitation on Liability.

          NO CLAIM MAY BE MADE BY THE ADMINISTRATIVE AGENT, ANY CREDIT PARTY,
ANY LENDER, THE ISSUER OR OTHER PERSON AGAINST THE ADMINISTRATIVE AGENT, ANY
LENDER, THE ISSUER, ANY CREDIT PARTY OR THE AFFILIATES, DIRECTORS, OFFICERS,
OFFICERS, EMPLOYEES, OR AGENTS OF ANY OF THEM FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT
OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND THE CREDIT PARTIES, THE
ADMINISTRATIVE AGENT, THE ISSUER AND EACH LENDER HEREBY WAIVE, RELEASE AND AGREE
NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER
OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


[SIGNATURE PAGE FOLLOWS.]



                                       65
<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.


          RAILWORKS CORPORATION,
          as Borrower

          By:
              ----------------------------------------------------------
          Name:
          Title:

          BREAKING TECHNOLOGY & EQUIPMENT INC.,
          as Guarantor


          By:
              ----------------------------------------------------------
          Name:
          Title:

          HSQ TECHNOLOGY, A CORPORATION,
          as Guarantor


          By:
              ----------------------------------------------------------
          Name:
          Title:

          L.K. COMSTOCK & COMPANY, INC.,
          as Guarantor


          By:
              ----------------------------------------------------------
          Name:
          Title:

          M-TRACK ENTERPRISES, INC.,
          as Guarantor


          By:
              ----------------------------------------------------------
          Name:
          Title:

          RAILWORKS TRANSIT, INC.,
          as Guarantor


          By:
              ----------------------------------------------------------
          Name:
          Title:


                                       66


<PAGE>

          RWKS CONSTRUCTION, INC.,
          as Guarantor


          By:
              ----------------------------------------------------------
          Name:
          Title:

          RAILWORKS TRANSIT SYSTEMS, INC.,
          as Guarantor


          By:
              ----------------------------------------------------------
          Name:
          Title:

          CSFB GLOBAL OPPORTUNITIES ADVISERS, LLC,
          as Administrative Agent


          By:
              ----------------------------------------------------------
          Name:
          Title:

          CSFB GLOBAL OPPORTUNITIES ADVISERS, LLC,
          as Lender


          By:
              ----------------------------------------------------------
          Name:



                                       67