<PAGE>

                                                                  Exhibit 10.1

                  SECOND AMENDED AND RESTATED REVOLVING CREDIT
                             AND TERM LOAN AGREEMENT


                                  BY AND AMONG

                           CASELLA WASTE SYSTEMS, INC.

            AND ITS SUBSIDIARIES (OTHER THAN EXCLUDED SUBSIDIARIES),
                                  as Borrowers



                      THE LENDING INSTITUTIONS PARTY HERETO

                                       AND


                              FLEET NATIONAL BANK,
                             AS ADMINISTRATIVE AGENT

                                       and

                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT

                                      with

                             FLEET SECURITIES, INC.

                                       AND

                         BANC OF AMERICA SECURITIES LLC

                             ACTING AS CO-ARRANGERS


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>        <C>                                                                                          <C>
ss.1.      DEFINITIONS AND RULES OF INTERPRETATION........................................................1
ss.1.1.    DEFINITIONS....................................................................................1
ss.1.2.    RULES OF INTERPRETATION.......................................................................20
ss.2.      THE REVOLVING CREDIT LOANS....................................................................21
ss.2.1.    COMMITMENT TO LEND............................................................................21
ss.2.2.    REDUCTION OF TOTAL COMMITMENT.................................................................21
ss.2.3.    THE REVOLVING CREDIT Notes....................................................................21
ss.2.4.    INTEREST ON REVOLVING CREDIT LOANS; MATURITY OF THE REVOLVING CREDIT Loans....................22
ss.2.5.    MANDATORY REPAYMENTS OF THE REVOLVING CREDIT Loans............................................22
ss.2.6.    REQUESTS FOR REVOLVING CREDIT Loans...........................................................23
ss.2.7.    FUNDS FOR REVOLVING CREDIT Loans..............................................................23
ss.2.8.    SWING LINE LOANS; Settlements.................................................................24
ss.2.9.    OPTIONAL PREPAYMENTS OR REPAYMENTS OF REVOLVING CREDIT Loans..................................26
ss.3.      LETTERS OF CREDIT.............................................................................26
ss.3.1.    LETTER OF CREDIT Commitments..................................................................26
ss.3.2.    REIMBURSEMENT OBLIGATIONS OF THE Borrowers....................................................28
ss.3.3.    LETTER OF CREDIT Payments.....................................................................29
ss.3.4.    OBLIGATIONS Absolute..........................................................................29
ss.3.5.    RELIANCE BY ISSUING Lender....................................................................29

ss.4.      THE TERM LOAN.................................................................................30
ss.4.1.    COMMITMENT TO Lend............................................................................30
ss.4.2.    THE TERM Notes................................................................................30
ss.4.3.    SCHEDULED INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM Loan......................................30
ss.4.4.    MANDATORY PREPAYMENTS OF TERM Loan............................................................30
ss.4.4.1.  MANDATORY Prepayments.........................................................................30
ss.4.4.2.  APPLICATION OF Payments.......................................................................31
ss.4.5.    OPTIONAL PREPAYMENT OF TERM Loan..............................................................31
ss.4.6.    INTEREST ON TERM Loan.........................................................................32
ss.4.6.1.  INTEREST Rates................................................................................32
ss.4.6.2.  NOTIFICATION BY Borrowers.....................................................................32
ss.4.6.3.  AMOUNTS, etc..................................................................................32

ss.5.      FEES; PAYMENTS; COMPUTATIONS; JOINT AND SEVERAL LIABILITY; CERTAIN GENERAL PROVISIONS.........33
ss.5.1.    FEES..........................................................................................33
ss.5.2.    PAYMENTS......................................................................................34
ss.5.3.    COMPUTATIONS..................................................................................35
ss.5.4.    CAPITAL Adequacy..............................................................................35
ss.5.5.    CERTIFICATE...................................................................................36
ss.5.6.    INTEREST AFTER Default........................................................................36
ss.5.7.    INTEREST Limitation...........................................................................36
ss.5.8.    ADDITIONAL COSTS, Etc.........................................................................36
ss.5.9.    CONCERNING JOINT AND SEVERAL LIABILITY OF THE Borrowers.......................................37
ss.5.10.   CURRENCY OF Account...........................................................................41


<PAGE>

-ii-

ss.5.11.   ELECTION OF EURODOLLAR RATE; NOTICE OF ELECTION; INTEREST PERIODS; MINIMUM Amounts............41
ss.5.12.   EURODOLLAR Indemnity..........................................................................42
ss.5.13.   ILLEGALITY; INABILITY TO DETERMINE EURODOLLAR Rate............................................42

ss.6.      REPRESENTATIONS AND WARRANTIES................................................................43
ss.6.1.    CORPORATE Authority...........................................................................43
ss.6.2.    GOVERNMENTAL Approvals........................................................................43
ss.6.3.    TITLE TO PROPERTIES; Leases...................................................................43
ss.6.4.    FINANCIAL STATEMENTS; Solvency................................................................44
ss.6.5.    NO MATERIAL CHANGES, Etc......................................................................44
ss.6.6.    PERMITS, FRANCHISES, PATENTS, COPYRIGHTS, Etc.................................................44
ss.6.7.    LITIGATION....................................................................................44
ss.6.8.    NO MATERIALLY ADVERSE CONTRACTS, Etc..........................................................45
ss.6.9.    COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, Etc..................................................45
ss.6.10.   TAX Status....................................................................................45
ss.6.11.   NO EVENT OF Default...........................................................................45
ss.6.12.   HOLDING COMPANY AND INVESTMENT COMPANY Acts...................................................45
ss.6.13.   ABSENCE OF FINANCING STATEMENTS, Etc..........................................................45
ss.6.14.   EMPLOYEE BENEFIT Plans........................................................................45
ss.6.15.   USE OF Proceeds...............................................................................46
ss.6.16.   ENVIRONMENTAL Compliance......................................................................47
ss.6.17.   PERFECTION OF SECURITY Interests..............................................................47
ss.6.18.   CERTAIN Transactions..........................................................................47
ss.6.19.   SUBSIDIARIES..................................................................................48
ss.6.20.   CAPITALIZATION................................................................................48
ss.6.21.   TRUE COPIES OF CHARTER AND OTHER Documents....................................................48
ss.6.22.   DISCLOSURE....................................................................................48
ss.6.23.   GUARANTEES OF EXCLUDED Subsidiaries...........................................................49

ss.7.      AFFIRMATIVE COVENANTS OF THE BORROWERS........................................................49
ss.7.1.    PUNCTUAL Payment..............................................................................49
ss.7.2.    MAINTENANCE OF Office.........................................................................49
ss.7.3.    RECORDS AND Accounts..........................................................................49
ss.7.4.    FINANCIAL STATEMENTS, CERTIFICATES AND Information............................................49
ss.7.5.    LEGAL EXISTENCE AND CONDUCT OF Business.......................................................51
ss.7.6.    MAINTENANCE OF Properties.....................................................................51
ss.7.7.    INSURANCE.....................................................................................51
ss.7.8.    TAXES.........................................................................................51
ss.7.9.    INSPECTION OF PROPERTIES, BOOKS, AND Contracts................................................52
ss.7.10.   COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND PERMITS; MAINTENANCE OF
             MATERIAL LICENSES AND PERMITS...............................................................52
ss.7.11.   ENVIRONMENTAL Indemnification.................................................................52
ss.7.12.   FURTHER Assurances............................................................................52
ss.7.13.   NOTICE OF POTENTIAL CLAIMS OR Litigation......................................................53
ss.7.14.   NOTICE OF CERTAIN EVENTS CONCERNING INSURANCE AND ENVIRONMENTAL Claims........................53
ss.7.15.   NOTICE OF Default.............................................................................54
ss.7.16.   CLOSURE AND POST CLOSURE Liabilities..........................................................54
ss.7.17.   SUBSIDIARIES..................................................................................54
ss.7.18.   INTEREST RATE Protection......................................................................54


<PAGE>

-iii-

ss.7.19.   ADDITIONAL Borrowers..........................................................................54

ss.8.      CERTAIN NEGATIVE COVENANTS OF THE BORROWERS...................................................54
ss.8.1.    RESTRICTIONS ON Indebtedness..................................................................54
ss.8.2.    RESTRICTIONS ON Liens.........................................................................56
ss.8.3.    RESTRICTIONS ON Investments...................................................................57
ss.8.4.    MERGERS, CONSOLIDATIONS, Sales................................................................59
ss.8.4.1.  MERGERS AND Acquisitions......................................................................59
ss.8.4.2.  DISPOSITIONS OF Assets........................................................................60
ss.8.5.    SALE AND Leaseback............................................................................61
ss.8.6.    RESTRICTED Payments...........................................................................61
ss.8.7.    EMPLOYEE BENEFIT Plans........................................................................61
ss.8.8.    PREPAYMENTS OF CERTAIN OBLIGATIONS; MODIFICATIONS OF SUBORDINATED Debt........................62
ss.8.9.    NEGATIVE PLEDGES AND UPSTREAM Limitations.....................................................62
ss.8.10.   TRANSACTIONS WITH Affiliates..................................................................62
ss.8.11.   BUSINESS Activities...........................................................................62
ss.8.12.   NO OTHER SENIOR Debt..........................................................................63
ss.8.13.   ACTIONS OTHERWISE PROHIBITED BY SUBORDINATED Debt.............................................63

ss.9.      FINANCIAL COVENANTS...........................................................................63
ss.9.1.    INTEREST COVERAGE Ratio.......................................................................63
ss.9.2.    PROFITABLE Operations.........................................................................63
ss.9.3.    CONSOLIDATED TOTAL FUNDED DEBT TO CONSOLIDATED EBITDA.........................................63
ss.9.4.    CONSOLIDATED SENIOR FUNDED DEBT TO CONSOLIDATED EBITDA........................................63
ss.9.5.    CONSOLIDATED NET Worth........................................................................63
ss.9.6.    CAPITAL Expenditures..........................................................................64

ss.10.     CLOSING CONDITIONS............................................................................64
ss.10.1.   CORPORATE Action..............................................................................64
ss.10.2.   LOAN DOCUMENTS; SENIOR SUBORDINATED DEBT Documents............................................64
ss.10.3.   OFFICER'S CERTIFICATE; CERTIFIED COPIES OF CHARTER Documents..................................64
ss.10.4.   INCUMBENCY Certificate........................................................................64
ss.10.5.   VALIDITY OF Liens.............................................................................64
ss.10.6.   CERTIFICATES OF Insurance.....................................................................65
ss.10.7.   OPINION OF Counsel............................................................................65
ss.10.8.   PAYMENT OF Fees...............................................................................65
ss.10.9.   PAYOFF........................................................................................65
ss.10.10.  FINANCIAL Statements..........................................................................65
ss.10.11.  FINANCIAL Condition...........................................................................65
ss.10.12.  PERFECTION CERTIFICATES AND UCC SEARCH Results................................................65
ss.10.13.  ISSUANCE OF SENIOR SUBORDINATED Debt..........................................................66

ss.11.     CONDITIONS OF ALL LOANS.......................................................................66
ss.11.1.   REPRESENTATIONS TRUE; NO EVENT OF Default.....................................................66
ss.11.2.   PERFORMANCE; NO EVENT OF Default..............................................................66
ss.11.3.   NO LEGAL Impediment...........................................................................66
ss.11.4.   PROCEEDINGS AND Documents.....................................................................66

ss.12.     COLLATERAL SECURITY...........................................................................66


<PAGE>

-iv-

ss.13.     EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT....................................67
ss.13.1.   EVENTS OF DEFAULT AND Acceleration............................................................67
ss.13.2.   TERMINATION OF Commitments....................................................................69
ss.13.3.   REMEDIES......................................................................................70
ss.13.4.   DISTRIBUTION OF COLLATERAL Proceeds...........................................................70

ss.14.     SETOFF........................................................................................70

ss.15.     THE AGENTS....................................................................................71
ss.15.1.   APPOINTMENT, POWERS AND Immunities............................................................71
ss.15.2.   ACTIONS BY Agents.............................................................................72
ss.15.3.   INDEMNIFICATION OF Agents.....................................................................73
ss.15.4.   REIMBURSEMENT FOR ADVANCES MADE BY ADMINISTRATIVE Agent.......................................73
ss.15.5.   CLOSING DOCUMENTATION,  etc...................................................................73
ss.15.6.   NON-RELIANCE ON AGENTS AND OTHER Lenders......................................................74
ss.15.7.   RESIGNATION...................................................................................74
ss.15.8.   ACTION BY THE LENDERS, CONSENTS, AMENDMENTS, WAIVERS, Etc.....................................75

ss.16.     EXPENSES......................................................................................76

ss.17.     INDEMNIFICATION...............................................................................76

ss.18.     SURVIVAL OF COVENANTS, ETC....................................................................77

ss.19.     ASSIGNMENTS AND PARTICIPATION.................................................................77

ss.20.     PARTIES IN INTEREST...........................................................................81

ss.21.     NOTICES, ETC..................................................................................81

ss.22.     MISCELLANEOUS.................................................................................81

ss.23.     ENTIRE AGREEMENT, ETC.........................................................................82

ss.24.     WAIVER OF JURY TRIAL..........................................................................82

ss.25.     GOVERNING LAW.................................................................................82

ss.26.     SEVERABILITY..................................................................................83

ss.27.     PARI PASSU TREATMENT..........................................................................83

ss.28.     EXISTING CREDIT AGREEMENT SUPERSEDED..........................................................83

ss.29.     TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.................................................84
ss.29.1.   CONFIDENTIALITY...............................................................................84
ss.29.2.   PRIOR Notification............................................................................84
ss.29.3.   OTHER.........................................................................................84

</TABLE>

<PAGE>

                                    EXHIBITS

Exhibit A-1         --    Form of Revolving Credit Note
Exhibit A-2         --    Form of Swing Line Note
Exhibit A-3         --    Form of Term Note
Exhibit B           --    Form of Loan and Letter of Credit Request
Exhibit C           --    Form of Compliance Certificate
Exhibit D           --    Form of Environmental Compliance Certificate
Exhibit E           --    Form of Subordination Agreement
Exhibit F           --    Form of Joinder Agreement
Exhibit G           --    Form of Assignment and Acceptance
Exhibit H           --    Form of Instrument of Accession

                                    SCHEDULES

Schedule 1 -               Subsidiaries of the Parent
Schedule 2 -               Lenders; Commitment Percentages
Schedule 6.7 -             Litigation
Schedule 6.16 -            Environmental Compliance
Schedule 6.18 -            Certain Transactions
Schedule 6.20(a) -         Series A Holders
Schedule 6.20(b) -         Options, Etc.
Schedule 8.1(c) -          Existing Indebtedness
Schedule 8.2(f) -          Existing Liens
Schedule 8.3(f) -          Existing Investments


<PAGE>

                  SECOND AMENDED AND RESTATED REVOLVING CREDIT
                             AND TERM LOAN AGREEMENT


     This SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
(this "CREDIT AGREEMENT") is made as of the 24th day of January, 2003 by and
among (a) CASELLA WASTE SYSTEMS, INC., a Delaware corporation (the "PARENT"),
its Subsidiaries (other than the Excluded Subsidiaries) listed on SCHEDULE 1
hereto (the Parent and such Subsidiaries herein collectively referred to as the
"BORROWERS"), (b) FLEET NATIONAL BANK, ("FLEET"), individually and as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT"), (c) BANK OF
AMERICA, N.A. ("BOA"), individually and as syndication agent (in such capacity,
the "SYNDICATION AGENT" and, together with the Administrative Agent,
collectively referred to herein from time to time as the "AGENTS") and (d) the
lending institutions from time to time parties hereto (the "LENDERS").

     WHEREAS, the Borrowers, the Agents and certain lending institutions (the
"EXISTING LENDERS") are parties to that certain Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of December 14, 1999 (the "EXISTING
CREDIT AGREEMENT"), pursuant to which the Existing Lenders have made loans and
other extensions of credit (the "EXISTING LOANS") to the Borrowers;

     WHEREAS, the Lenders that are not Existing Lenders (the "NEW LENDERS") wish
to become parties to this Credit Agreement;

     WHEREAS, the Existing Lenders are willing to amend and restate the Original
Credit Agreement, the New Lenders are willing to become parties to this Credit
Agreement and the Lenders are willing to make loans and other extensions of
credit to the Borrowers only on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged (these recitals being an integral part of this Credit Agreement),
the Borrowers, Agents and the Lenders hereby agree that, as of the Effective
Date (as defined below), the Existing Credit Agreement shall be amended and
restated in its entirety and shall remain in full force and effect only as set
forth herein:

     SS.1. DEFINITIONS AND RULES OF INTERPRETATION.

         SS.1.1. DEFINITIONS. The following terms shall have the meanings set
forth in this ss.1 or elsewhere in the provisions of this Credit Agreement
referred to below:

     ACCEDING LENDER. See ss.19(g).

     ACCOUNTANTS. See ss.6.4(a).

     ACQUIRED BUSINESS. A business acquired by any Borrower, whether through
asset or stock purchases, merger, consolidation or otherwise, during the period
reported in the most recent financial statements delivered to the Lenders
pursuant to ss.7.4.

     ADMINISTRATIVE AGENT. Fleet acting as administrative agent for the Lenders.


<PAGE>

                                      -2-

     ADMINISTRATIVE AGENT'S OFFICE. The Administrative Agent's office located at
100 Federal Street, Boston, Massachusetts 02110, or at such other location as
the Administrative Agent may designate from time to time.

     AFFILIATE. Any Person which, directly or indirectly, controls, is
controlled by or is under common control with a Borrower. "Control" of a
Borrower means the power, directly or indirectly, (a) to vote ten percent (10%)
or more of the capital stock or other equity interests (on a fully diluted
basis) of a Borrower having ordinary voting power for the election of directors,
managing members or general partners (as applicable); or (b) to direct or cause
the direction of the management and policies of a Borrower (whether by contract
or otherwise).

     APPLICABLE CANADIAN PENSION LEGISLATION. At any time, any pension or
retirement benefits legislation (be it federal, provincial, territorial, or
otherwise) then applicable to any of the Borrowers or Excluded Subsidiaries,
including the Pension Benefits Act (Ontario), the Income Tax Act (Canada), and
all regulations thereunder.

     APPLICABLE LAWS. See ss.7.10.

     APPLICABLE RATE. The applicable rate per annum set forth in the following
table:

<TABLE>
<CAPTION>

------------------- ---------------------------------------------   ---------------------------------- --------------
                      REVOLVING CREDIT LOANS:                       TERM LOANS:
------------------- ---------------------------------------------   ---------------------------------- --------------
<S>                 <C>        <C>               <C>                <C>               <C>              <C>
         Level      Pricing    Applicable Rate   Applicable Rate    Applicable        Applicable Rate  Commitment
                    Ratio      for  Base Rate    for Eurodollar     Rate for Base     for Eurodollar   Fee
                               Loans             Rate Loans         Rate Loans        Rate Loans
------------------- ---------------------------------------------   ---------------------------------- --------------
             I      less       Base Rate PLUS    Eurodollar Rate    Base Rate PLUS    Eurodollar Rate      0.375%
                    than       0.25% per annum   PLUS 2.25% per     1.00% per annum   PLUS 3.00% per
                    2.75:1.0                     annum                                annum
------------------- ---------------------------------------------   ---------------------------------- --------------
            II      greater    Base Rate PLUS    Eurodollar Rate    Base Rate PLUS    Eurodollar Rate      0.500%
                    than or    0.50% per annum   PLUS 2.50%  per    1.00% per annum   PLUS 3.00% per
                    equal to                     annum                                annum
                    2.75:1.0and
                    less than
                    3.25:1.0
------------------- ---------------------------------------------   ---------------------------------- --------------
            III     greater    Base Rate PLUS    Eurodollar Rate    Base Rate PLUS    Eurodollar Rate      0.500%
                    than or    0.75% per annum   PLUS 2.75% per     1.25% per annum   PLUS 3.25% per
                    equal to                     annum                                annum
                    3.25:1.0and
                    less than
                    3.75:1.0
------------------- ---------------------------------------------   ---------------------------------- --------------
            IV      greater    Base Rate PLUS    Eurodollar Rate    Base Rate PLUS    Eurodollar Rate      0.500%
                    than or    1.00% per annum   PLUS 3.00% per     1.25% per annum   PLUS 3.25% per
                    equal to                     annum                                annum
                    3.75:1.0
                    and less
                    than
                    4.25:1.0
------------------- ---------------------------------------------   ---------------------------------- --------------
             V      greater    Base Rate PLUS    Eurodollar Rate    Base Rate PLUS    Eurodollar Rate      0.500%
                    than or    1.25% per annum   PLUS 3.25% per     1.25% per annum   PLUS 3.25% per
                    equal to                     annum                                annum
                    4.25:1.0
------------------- ---------------------------------------------   ---------------------------------- --------------

</TABLE>


<PAGE>

                                      -3-

         Each Applicable Rate shall become effective on the first day after
receipt by the Lenders of financial statements delivered pursuant to
ss.ss.7.4(a) or (b) hereof which indicate a change in the Pricing Ratio and in
the Applicable Rate in accordance with the above table; PROVIDED that, for the
period commencing on the Effective Date and ending on the date that the
Compliance Certificate is delivered with respect to the second full fiscal
quarter of the Borrowers ending after the Effective Date, the Applicable Rate
shall be no lower than the rate set forth for Level IV. If at any time the
financial statements required to be delivered pursuant to ss.ss.7.4(a) or (b)
hereof are not delivered within ten (10) days after the time periods specified
in such subsections, the Applicable Rate shall be the rate set forth for Level
V, subject to prospective adjustment upon actual receipt of such financial
statements.

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

     ASSIGNMENT AND ACCEPTANCE. See ss.19.

     AUTO-RENEWAL LETTER OF CREDIT. See ss.3.1(f).

     BALANCE SHEET DATE. April 30, 2002.

     BASE RATE. The higher of (a) the variable annual rate of interest so
designated from time to time by Fleet as its "prime rate", such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer, and (b) one-half of one percent (0.50%) above the
Federal Funds Effective Rate. For the purposes of this definition, "FEDERAL
FUNDS EFFECTIVE RATE" shall mean for any day, the rate per annum 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, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the Base Rate resulting from any changes in
Fleet's "PRIME RATE" shall take place immediately without notice or demand of
any kind.

     BASE RATE LOANS. Loans bearing interest calculated by reference to the Base
Rate.

     BENEFIT AMOUNT. See ss.5.9(f).

     BOA. See preamble.

     BORROWERS. The Parent and each of its Subsidiaries (other than Excluded
Subsidiaries) listed on SCHEDULE 1 hereto as "Borrowers", which conduct all or
substantially all of their business in the United States or Canada or which are
incorporated or otherwise formed under the laws of the United States or a
jurisdiction thereof or Canada and which have executed this Credit


<PAGE>

                                      -4-

Agreement as of the Effective Date or have become a party hereto thereafter by
executing a Joinder Agreement.

     BUSINESS DAY. Any day on which banking institutions in Boston,
Massachusetts are open for the transaction of banking business, and, in the case
of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day,

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

     CAPITAL EXPENDITURES. Amounts paid or Indebtedness incurred by any Person
in connection with (a) the purchase or lease by such Person of Capital Assets
that would be required to be capitalized and shown on the balance sheet of such
Person in accordance with GAAP or (b) the lease of any assets by such Person as
lessee under any Synthetic Lease to the extent that such assets would have been
Capital Assets had the Synthetic Lease been treated for accounting purposes as a
Capitalized Lease.

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

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

     CELLULOSE JOINT VENTURE. The joint venture between U.S. Fiber and
Greenstone Industries, Inc. with respect to the cellulose fibers business,
including the manufacturing, marketing and selling of insulation and other
cellulose-based products.

     CERTIFIED. With respect to the financial statements of any Person, such
statements as audited by a firm of independent auditors, whose report expresses
the opinion, without qualification (including, without limitation, as to the
scope of such auditors' review or any going concern qualification), that such
financial statements present fairly the financial position of such Person in
accordance with GAAP.

     CFO. See ss.7.4(b).

     CO-ARRANGERS. Fleet Securities, Inc. and Banc of America Securities LLC,
acting as Co-Arrangers.

     CODE. The Internal Revenue Code of 1986, as amended and in effect from time
to time.

     COLLATERAL. All of the property, rights and interests of the Borrowers that
are or are intended to be subject to the security interests and mortgages
created by the Security Documents.

     COMMITMENT. With respect to each Revolving Credit Lender, the amount
determined by multiplying such Lender's Commitment Percentage by the Total
Commitment, as the same may


<PAGE>

                                      -5-

be increased pursuant to ss.19(g) or reduced or reallocated from time to time
pursuant to the provisions hereof, or if such commitment is terminated pursuant
to the provisions hereof, zero.

     COMMITMENT FEE. See ss.5.1(a).

     COMMITMENT PERCENTAGE. With respect to each Revolving Credit Lender, the
percentage set forth beside its name on SCHEDULE 2 hereto as the amount of such
Revolving Credit Lender's percentage of the Total Commitment (subject to
adjustment upon any assignment or accession pursuant to ss.19).

     COMPLIANCE CERTIFICATE. See ss.7.4(c).

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

     CONSOLIDATED ADJUSTED NET INCOME. For any period, the Consolidated Net
Income (or Loss) of the Parent and its Subsidiaries determined in accordance
with GAAP, PLUS, to the extent deducted and without duplication, (a) adjustments
for non-cash write-offs attributable to the use of a fair value methodology for
recognition and measurement of impairment of goodwill not identified with
impaired assets in accordance with Financial Accounting Standards Board
Statement No. 142 up to an aggregate amount of $62,825,000, (b) charges incurred
by the Borrowers in connection with the early termination of interest rate
hedging contracts up to an aggregate amount of $4,000,000, (c) adjustments for
non-cash, non-recurring charges related to losses from asset impairment charges
resulting from the sale of the Specified Entities or their assets up to an
aggregate amount of $15,000,000, and (d) the non-recurring, non-cash write-off
of debt issuance expenses related to the refinancing of Indebtedness under the
Existing Credit Agreement, such write-off not to exceed $4,000,000.

     CONSOLIDATED EBITDA. For any period, the Consolidated Adjusted Net Income
of the Parent and its Subsidiaries determined in accordance with GAAP, PLUS, to
the extent that such charge was deducted in determining Consolidated Adjusted
Net Income in the relevant period and without duplication, (a) interest expense
for such period; (b) income taxes for such period; (c) amortization expense for
such period; (d) depreciation expense for such period; and, solely for the
purpose of determining the Pricing Ratio and calculating the financial covenants
set forth in ss.ss.9.3 and 9.4, (e) EBITDA of each Acquired Business and New
Subsidiary, which in each case shall be included in the calculation of
Consolidated EBITDA of the Parent and its Subsidiaries as if such Acquired
Business or New Subsidiary was a Subsidiary as of the first day of such period
only if (i)(A) the financial statements of such Acquired Business or such New
Subsidiary, as the case may be, have been audited for the most recent fiscal
year ended of such Acquired Business or such New Subsidiary, a portion of which
fiscal year is sought to be included in the calculation of Consolidated EBITDA
of the Borrowers, or, (B) if audited financial statements are not available, the
Administrative Agent consents to such inclusion after being furnished with other
acceptable financial statements, and (ii) a Compliance Certificate and other
reasonably appropriate documentation, in form and substance reasonably
satisfactory to the Administrative Agent, with respect to the historical
operating results, adjustments and balance sheet of such Acquired Business or
such New Subsidiary, as the case may be, (which information to the knowledge of
the CFO is correct in all material respects) are provided to the Administrative
Agent; and (f) non-recurring acquisition-related expenses of an Acquired
Business (including compensation payable to former owner(s) of such Acquired
Business) in such amounts as are approved by the Administrative Agent.


<PAGE>

                                      -6-

     CONSOLIDATED NET INCOME (OR LOSS). The consolidated net income (or loss) of
the Parent and its Subsidiaries after deduction of all expenses, taxes, and
other proper charges determined in accordance with GAAP, LESS, to the extent
included therein, (i) gains from extraordinary items, (ii) any income from
discontinued operations, and (iii) income attributable to any minority equity or
other Investment in any non-Borrower; provided, HOWEVER, that consolidated net
income shall not be reduced pursuant to this clause (iii) by the aggregate
amount of actual cash received by the Borrowers with respect to the Cellulose
Joint Venture and the New Heights Investment in the form of cash dividends or
cash partnership or limited liability company distributions during the
applicable period to the extent that such amount exceeds the aggregate amount of
Investments made by the Borrowers in the Cellulose Joint Venture and the New
Heights Investment during such period.

     CONSOLIDATED NET WORTH. The excess of Consolidated Total Assets over
Consolidated Total Liabilities plus, without duplication, the Liquidation Value
(as defined in the Series A Certificate) of the issued and outstanding Series A
Preferred Stock LESS, to the extent otherwise includable in the computations of
Consolidated Net Worth, any subscriptions receivable.

     CONSOLIDATED SENIOR FUNDED DEBT. At any time of determination, (a)
Consolidated Total Funded Debt MINUS (b) Subordinated Debt outstanding as of
such date PLUS (c) any and all scheduled principal payments in respect of Seller
Subordinated Debt that will become due and payable during the next successive
period of four fiscal quarters.

     CONSOLIDATED TOTAL ASSETS. The sum of all assets ("CONSOLIDATED BALANCE
SHEET ASSETS") of the Parent and its Subsidiaries determined on a consolidated
basis in accordance with GAAP.

     CONSOLIDATED TOTAL FUNDED DEBT. At any time of determination with respect
to the Parent and its Subsidiaries, collectively, without duplication, whether
classified as Indebtedness or otherwise on the consolidated balance sheet of the
Parent and its Subsidiaries, (a) the aggregate amount of Indebtedness for (i)
borrowed money or credit obtained or other similar monetary obligations, direct
or indirect, (including any unpaid reimbursement obligations with respect to
letters of credit, but excluding any contingent obligations with respect to
letters of credit outstanding), (ii) all obligations evidenced by notes, bonds,
debentures or other similar debt instruments (other than Performance Bonds),
(iii) the deferred purchase price of assets (other than trade payables incurred
in the ordinary course of business), and (iv) all obligations, liabilities and
Indebtedness under Capitalized Leases and Synthetic Leases which correspond to
principal, PLUS (b) Indebtedness of the type referred to in clause (a) of
another Person guaranteed by the Parent or any of its Subsidiaries.

     CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate amount
of interest expense required to be paid or accrued by the Parent and its
Subsidiaries during such period on all Indebtedness of the Parent and its
Subsidiaries outstanding during all or any part of such period, whether such
interest was or is required to be reflected as an item of expense or
capitalized, including payments consisting of interest in respect of any
Capitalized Lease or any Synthetic Lease, and including commitment fees, agency
fees, balance deficiency fees and similar fees or expenses for such period in
connection with the borrowing of money, but excluding therefrom the non-cash
amortization of debt issuance costs.

     CONSOLIDATED TOTAL LIABILITIES. All liabilities of the Parent and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.


<PAGE>

                                      -7-

     CONSULTING ENGINEER. An environmental consulting firm acceptable to the
Administrative Agent.

     CONVERSION REQUEST. A notice given by the Parent on behalf of the Borrowers
to the Administrative Agent of such Borrowers' election to convert or continue a
Loan in accordance with ss.5.11.

     CREDIT AGREEMENT. This Second Amended and Restated Revolving Credit and
Term Loan Agreement, including the Schedules and Exhibits hereto.

     DEFAULT. See ss.13.

     DELINQUENT LENDER. Any Lender that fails (a) to make available to the
Administrative Agent its PRO RATA share of any Loan or to purchase any Letter of
Credit participation or (b) to comply with the provisions of ss.14 with respect
to making dispositions and arrangements with the other Lenders, where such
Lender's share of any payment received, whether by setoff or otherwise, is in
excess of its PRO RATA share of such payments due and payable to all of the
Lenders, in each case as, when and to the full extent required by the provisions
of this Credit Agreement, shall be deemed a Delinquent Lender until such time as
such delinquency is satisfied.

     DE MINIMIS SUBSIDIARIES. Any Subsidiary of the Parent whose assets,
liabilities and annual gross revenues do not, in each case, exceed $1,000,000;
PROVIDED that the aggregate assets, liabilities and annual gross revenues of all
such Subsidiaries taken as a whole shall not exceed $2,000,000.

     DISPOSAL/DISPOSED. See the definition of "Release".

     DISTRIBUTION. The declaration or payment of any dividend on or in respect
of any shares of any class of Capital Stock of any Person, other than dividends
payable solely in shares of common stock of such Person; the purchase,
redemption, defeasance, retirement or other acquisition of any shares of any
class of Capital Stock of such Person, directly or indirectly through a
Subsidiary of such Person or otherwise and whether in the form of increases in
the liquidation value of such shares or otherwise (including the setting apart
of assets for a sinking or other analogous fund to be used for such purpose);
the return of capital by any Person to its shareholders as such; or any other
distribution on or in respect of any shares of any class of Capital Stock of
such Person.

     DOLLARS OR $. Dollars in lawful currency of the United States of America.

     DOMESTIC SUBSIDIARY. All Subsidiaries of the Parent which are incorporated
or otherwise formed under the laws of the United States or a jurisdiction
thereof.

     DRAWDOWN DATE. The date on which any Loan is made or is to be made, and the
date on which any Loan is converted or continued in accordance with ss.5.11, or
the date that any draft or other form of demand for payment is honored with
respect to a Letter of Credit.

     EFFECTIVE DATE. The first date on which all of the conditions precedent set
forth inss.10 are satisfied.


<PAGE>

                                      -8-

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

     ENVIRONMENTAL LAWS. See ss.6.16(a).

     EQUITY OFFERING. The sale or issuance by the Parent of any of its Capital
Stock.

     ERISA. The Employee Retirement Income Security Act of 1974, as amended and
in effect from time to time.

     ERISA AFFILIATE. Any Person which is treated as a single employer with any
Borrower under ss.414 of the Code.

     ERISA REPORTABLE EVENT. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss.4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

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

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

         EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar
Rate Loan, the rate of interest equal to (a) the arithmetic rate per annum
(rounded upwards to the nearest 1/16 of one percent) at which Dollar deposits
are offered to the Administrative Agent by prime banks in whatever eurodollar
market may be selected by the Administrative Agent in its sole discretion,
acting in good faith at or about 10:00 a.m. local time in such interbank market
two (2) Eurodollar Business Days prior to the beginning of such Interest Period,
for delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of the Eurodollar
Rate Loan to which such Interest Period applies, DIVIDED BY (b) a number equal
to 1.00 MINUS the Eurocurrency Reserve Rate, if applicable.

     EURODOLLAR RATE LOANS. Loans bearing interest calculated by reference to
the Eurodollar Rate.

     EVENT OF DEFAULT. See ss.13.

     EXCESS OPERATING CASH FLOW. For any period, an amount equal to (a)
Consolidated EBITDA for such period PLUS any increases, or MINUS any decreases,
as the case may be, resulting from Net Working Capital Changes for such period,
MINUS extraordinary cash items of income during such period and PLUS
extraordinary cash items of loss during such period, MINUS (b) the sum of (i)
Capital Expenditures paid in cash to the extent not already deducted in the


<PAGE>

                                      -9-

determination of Consolidated EBITDA, PLUS (ii) interest expense paid in cash
for such period, PLUS (iii) taxes paid in cash during such period, PLUS (iv)
scheduled principal payments of Indebtedness made during such period, PLUS (v)
cash consideration paid during such period for Permitted Acquisitions. For the
purposes of this definition, Excess Operating Cash Flow with respect to the
fiscal year ending April 30, 2003, shall be measured from the February 1, 2003
through April 30, 2003, and for each fiscal year thereafter, shall be measured
for such fiscal year.

     EXCLUDED SUBSIDIARIES. The Insurance Subsidiary and each of the De Minimis
Subsidiaries listed on SCHEDULE 1 hereto under the heading "Excluded
Subsidiaries".

     FCR. FCR, Inc., a Delaware corporation and a wholly-owned Subsidiary of
KTI.

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

     FINANCIAL L/C(S). Letter(s) of Credit where the event which triggers
payment is financial, such as the failure to pay money, and not performance
related, such as failure to ship a product or provide a service, as set forth in
greater detail in the letter dated March 30, 1995 from the Board of Governors of
the Federal Reserve System or in any applicable directive or letter ruling of
the Board of Governors of the Federal Reserve System issued subsequent thereto.

     FINANCIAL L/C FEE. See ss.5.1(b).

     FLEET. See preamble.

     FOREIGN SUBSIDIARY. Each Subsidiary of any Borrower (whether direct or
indirect, existing on the date hereof or acquired or formed hereafter in
accordance with the provisions hereof) which is incorporated under the laws of a
jurisdiction other than a State or other jurisdiction of the United States of
America.

     FUEL DERIVATIVES OBLIGATIONS. See ss.8.1(g).

     FUND. Any Person (other than a natural person) that is (or will be) engaged
in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.

     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR GAAP. When used in general,
Generally Accepted Accounting Principles means principles that are consistent
with the principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors, in effect for the fiscal year ended on the Balance
Sheet Date, as shall be concurred in by independent certified public accountants
of recognized standing whose report expresses an unqualified opinion (other than
a qualification regarding changes in Generally Accepted Accounting Principles)
as to financial statements in which such principles have been applied; and when
used with reference to the Borrowers, such principles shall include (to the
extent consistent with such principles) the accounting practices reflected in
the consolidated financial statements for the year ended on the Balance Sheet
Date.

     GREENFIBER. U.S. GreenFiber LLC, a Delaware limited liability company in
which U.S. Fiber owns a 50% equity interest and through which the Cellulose
Joint Venture is conducted.


<PAGE>

                                      -10-

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

     HAZARDOUS SUBSTANCES. Any hazardous waste, as defined by 42
U.S.C.ss.6903(5), any hazardous substances as defined by 42 U.S.C.ss.9601(14),
any pollutant or contaminant as defined by 42 U.S.C.ss.9601(33) and any waste,
hazardous waste, dangerous goods, contaminants, pollutants, toxic substance, oil
or hazardous materials or other chemicals or substances regulated by any
Environmental Laws.

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

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

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

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

         (d) every obligation of such Person issued or assumed as the deferred
     purchase price of property or services (including securities repurchase
     agreements but excluding (x) trade accounts payable or accrued liabilities
     arising in the ordinary course of business which are not overdue in
     accordance with their terms or the Borrowers' normal or ordinary business
     practices or which are being contested in good faith and (y) contingent
     royalty payments made in connection with the purchase or operation of
     landfills and other types of disposal facilities),

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

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

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

         (h) every obligation of such Person (an "EQUITY RELATED PURCHASE
     OBLIGATION") to purchase, redeem, retire or otherwise acquire for value any
     shares of capital stock of any class issued by such Person, any warrants,
     options or other rights to acquire any such shares, or any rights measured
     by the value of such shares, warrants, options or other rights,


<PAGE>

                                      -11-

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

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

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

     The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (t) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than the Borrower or any of its wholly-owned Subsidiaries)
thereof, excluding amounts representative of yield or interest earned on such
investment, (w) any Synthetic Lease shall be the stipulated loss value,
termination value or other equivalent amount, (x) any derivative contract shall
be the maximum amount of any termination or loss payment required to be paid by
such Person if such derivative contract were, at the time of determination, to
be terminated by reason of any event of default or early termination event
thereunder, whether or not such event of default or early termination event has
in fact occurred, (y) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof that is payable upon a
mandatory redemption or purchase of such equity inclusive of any accrued and
unpaid dividends to be comprised in such redemption or purchase price and (z)
any guaranty or other contingent liability referred to in clause (k) shall be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such guaranty or other contingent obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith based upon the principles set forth in this
paragraph.

     INDENTURE. The Indenture dated as of January 24, 2003 among the Parent,
certain of its Subsidiaries as guarantors and U.S. Bank National Association as
trustee, with respect to the Senior Subordinated Notes.

     INSURANCE SUBSIDIARY. Casella Insurance Company, a Vermont corporation and
a wholly-owned Subsidiary of the Parent.


<PAGE>

                                      -12-

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

     INTEREST PERIOD. With respect to each Revolving Credit Loan or all or any
relevant portion of the Term Loan, (a) initially, the period commencing on the
Drawdown Date of such Loan and ending on the last day of one of the periods set
forth below, as selected by the Borrowers in a Loan and Letter of Credit Request
or as otherwise required by the terms of this Credit Agreement (i) for any Base
Rate Loan, the last day of the calendar quarter; and (ii) for any Eurodollar
Rate Loan, 1, 2, 3, or 6 months; and (b) thereafter, each period commencing on
the last day of the next preceding applicable Interest Period, and ending on the
last day of one of the periods set forth above in clause (i) or (ii), as
selected by the Borrowers in a Conversion Request or as otherwise required
pursuant to the provisions of this Credit Agreement; PROVIDED that the foregoing
provisions relating to Interest Periods are subject to the following:

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

         (B) if the Borrowers shall fail to give notice as provided in ss.5.11,
     the Borrowers shall be deemed to have requested a conversion of the
     affected Eurodollar Rate Loan to a Base Rate Loan and the continuance of
     all Base Rate Loans as Base Rate Loans on the last day of the then current
     Interest Period with respect thereto;

         (C) any Interest Period relating to any Eurodollar Rate Loan that
     begins on the last Eurodollar Business Day of a calendar month (or on a day
     for which there is no numerically corresponding day in the calendar month
     at the end of such Interest Period) shall end on the last Eurodollar
     Business Day of a calendar month; and

         (D) any Interest Period that would otherwise extend beyond the
     Revolving Credit Maturity Date (if comprising a Revolving Credit Loan) or
     the Term Loan Maturity Date (if comprising the Term Loan or a portion
     thereof) shall end on the Revolving Credit Maturity Date or (as the case
     may be) the Term Loan Maturity Date.

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


<PAGE>

                                      -13-

amounts received as earnings on such Investment, whether as dividends, interest
or otherwise, except that accrued interest included as provided in the foregoing
clause (b) may be deducted when paid; and (e) there shall not be deducted or (as
the case may be) added from the aggregate amount of Investments any decrease or
increase in the value thereof.

     ISSUANCE FEE. See ss.5.1(b).

     ISSUING LENDER. Fleet.

     JOINDER AGREEMENT. See ss.7.19.

     KTI. KTI, Inc., a New Jersey corporation and a wholly-owned Subsidiary of
the Parent.

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

     LENDERS. The lending institutions listed on SCHEDULE 2 hereto and any other
Person who becomes an assignee of any rights and obligations of a Lender or
becomes a Lender pursuant to ss.19.

     LETTERS OF CREDIT. See ss.3.1(a).

     LETTER OF CREDIT APPLICATIONS. Letter of Credit Applications in such form
as may be agreed upon by any Borrower and the Issuing Lender from time to time
which are entered into pursuant to ss.3 hereof as such Letter of Credit
Applications are amended, varied or supplemented from time to time.

     LETTER OF CREDIT PARTICIPATION. See ss.3.1(b).

     LETTER OF CREDIT PERCENTAGE. The percentage per annum equal to the margin
above the Eurodollar Rate charged on Revolving Credit Loans that are Eurodollar
Rate Loans, as in effect from time to time, as set forth in the column
"Applicable Rate for Eurodollar Rate Loans" in the table set forth in the
definition of "Applicable Rate" above.

     LOAN AND LETTER OF CREDIT REQUEST. See ss.2.6.

     LOAN DOCUMENTS. This Credit Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, the Security Documents, the Subordination
Agreements, and any documents, instruments or agreements executed in connection
with any of the foregoing, each as amended, modified, supplemented, or replaced
from time to time.

     LOANS. The Revolving Credit Loans, the Swing Line Loans and the Term Loan.

     LOAN PERCENTAGE. With respect to each Lender as of a particular date, such
Lender's portion of, and participating interests in, (calculated as a
percentage) the sum of (a) the outstanding principal amount of the Revolving
Credit Loans on such date, (b) the outstanding principal amount of the Term Loan
on such date, (c) the outstanding principal amount of the Swing Line Loans on
such date, (d) the Maximum Drawing Amount of Letters of Credit and any Unpaid
Reimbursement Obligations outstanding on such date and, (e) with respect to the
definition of Required Lenders and ss.15.3 only, the unused Commitments on such
date.


<PAGE>

                                      -14-

     MATERIAL ACQUISITION. See ss.8.4.1(f).

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

     MOODY'S. Moody's Investors Services, Inc.

     MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning ofss.3(37) of
ERISA maintained or contributed to by any Borrower or any ERISA Affiliate.

     NET CASH PROCEEDS. With respect to (a) any sale of any assets of the
Borrowers or the Excluded Subsidiaries, the gross consideration received by any
of the Borrowers or any of the Excluded Subsidiaries (in cash) from such sale,
net of commissions, direct sales costs, normal closing adjustments, the amount
used to repay any Indebtedness secured by such assets, income taxes attributable
to such sale and professional fees and expenses incurred directly in connection
therewith, to the extent the foregoing are actually paid in connection with such
sale and (b) any permitted debt offering of the Borrowers or the Excluded
Subsidiaries, the gross consideration received by any of the Borrowers or any of
the Excluded Subsidiaries (in cash) from such debt offering, net of reasonable
and customary transaction expenses and fees actually incurred in connection with
such debt offering.

     NET EQUITY PROCEEDS. With respect to any Equity Offering, the excess of the
gross cash proceeds received by such Person from such Equity Offering after
deduction of reasonable and customary transaction expenses (including without
limitation, underwriting discounts and commissions and reasonable legal fees)
actually incurred in connection with such Equity Offering.

     NET WORKING CAPITAL CHANGES. With respect to the Parent and its
Subsidiaries, for any fiscal period and without duplication, the difference
(expressed as a positive or a negative number) of (a) the sum of (i) billed
accounts receivable, PLUS (ii) inventory and other current assets considered
part of working capital in accordance with GAAP, MINUS (iii) current accounts
payable, MINUS (iv) current accruals and accretions (exclusive of interest
accruals and accretions), in each case, as of the last day of such fiscal
period, MINUS (b) the sum of (i) billed accounts receivable, PLUS, (ii)
inventory and other current assets considered part of working capital in
accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current
accruals and accretions (exclusive of interest accruals and accretions), in each
case, as of the last day of immediately preceding fiscal period.

     NEW HEIGHTS. New Heights Investor Co., LLC, a Delaware limited liability
company in which Casella NH Power Co., LLC owns 100% of the Class B common stock
and Casella NH Investors Co., LLC owns 19.9% of the Class A common stock, and
each of its direct and indirect Subsidiaries.

     NEW HEIGHTS INVESTMENT. The Investments made by the Borrowers in New
Heights.

     NEW SUBSIDIARY. A Subsidiary acquired or formed by any Borrower or any of
its Subsidiaries during the period reported in the most recent financial
statements delivered to the Lenders pursuant to ss.7.4.

     NONRENEWAL NOTICE DATE. See ss.3.1(f).


<PAGE>

                                      -15-

     NON-U.S. LENDER. See ss.5.2(c).

     NOTES. Collectively, the Revolving Credit Notes, the Term Notes, and the
Swing Line Note.

     OBLIGATIONS. All Indebtedness, obligations and liabilities of the Borrowers
to any of the Lenders, the Agents, and the Issuing Lender, individually or
collectively, existing on the date of this Credit Agreement or arising
thereafter, direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, in each case arising or incurred
under this Credit Agreement or any of the other Loan Documents or in respect of
any of the Loans made or Reimbursement Obligations incurred or the Letters of
Credit, the Notes, Swap Contracts, Fuel Derivatives Obligations and similar
agreements or arrangements provided by any of the Lenders or any other
instrument at any time evidencing any thereof.

     PARENT. See Preamble.

     PARTICIPANT. See ss.19(b).

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

     PERFORMANCE BONDS. See ss.8.1(d).

     PERFORMANCE L/C. A Letter of Credit which is not a Financial L/C.

     PERFORMANCE L/C FEE. See ss.5.1(b).

     PERMITTED ACQUISITION. See ss.8.4.1.

     PERMITTED LIENS. See ss.8.2.

     PERSON. Any individual, corporation, limited liability company,
partnership, limited liability partnership, trust, unincorporated association,
business, or other legal entity, and any government or any governmental agency
or political subdivision thereof.

     PLEDGE AGREEMENT. The Pledge Agreement, dated as of the Effective Date,
among certain of the Borrowers and the Administrative Agent.

     POST-CLOSING INCREASE. See ss.19(g).

     PRICING RATIO. At the end of any fiscal quarter of the Borrowers, the ratio
of (a) Consolidated Total Funded Debt as of the end of such fiscal quarter to
(b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
then ended, as properly calculated on the Compliance Certificate delivered by
the Borrowers pursuant to ss.7.4(c).

     REAL PROPERTY. All real property heretofore, now, or hereafter owned or
leased by the Borrowers.

     RECOVERY TECHNOLOGY GROUP. RTG Holdings Corporation, a corporation, in
which Casella RTG Investors Co., LLC owns a 19.9% equity interest, and each of
its direct and indirect Subsidiaries.


<PAGE>

                                      -16-

     REIMBURSEMENT OBLIGATIONS. The Borrowers' joint and several obligations to
reimburse the Issuing Lender and the Revolving Credit Lenders on account of any
drawing under any Letter of Credit as provided in ss.3.2.

     RELEASE. Shall mean the broader of (i) the meaning specified for the term
"Release" (or "Released") in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. ss.ss.9601 ET SEQ. ("CERCLA")
and (ii) the meaning specified for the term "DISPOSAL" (or "DISPOSED") in the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss.6901 ET SEQ.
("RCRA") and regulations promulgated thereunder; providED, that in the event
either CERCLA or RCRA is amended so as to broaden the meaning of any term
defined thereby, such broader meaning shall apply as of the effective date of
such amendment and provided further, to the extent that the laws of a state or
province (or the federal laws of Canada applicable therein) wherein the property
lies establishes a meaning for "Release" or "Disposal" or any analogous term
which is broader than specified in either CERCLA or RCRA, such broader meaning
shall apply.

     REQUIRED LENDERS. As of any date, the Lenders whose aggregate percentages
constitute at least fifty-one percent (51%) of the Loan Percentages, PROVIDED
that for purposes of this definition "Lender" shall not include any Delinquent
Lender.

     RESTRICTED PAYMENT. In relation to the Borrowers and the Excluded
Subsidiaries, any (a) Distribution, (b) payment or prepayment by any Borrower or
any Subsidiary to (i) such Borrowers' or such Subsidiaries shareholders (or
other equity holders), in each case, other than to another Borrower, or (ii) to
any Affiliate of such Borrower or such Subsidiary or any Affiliate of such
Borrower's or such Subsidiary's shareholders (or other equity holders), in each
case, other than to another Borrower or (c) derivatives or other transactions
with any financial institution, commodities or stock exchange or clearinghouse
(a "DERIVATIVES COUNTERPARTY") obligating such Borrower or such Subsidiary to
make payments to such Derivatives Counterparty as a result of any change in
market value of any capital stock of such Borrower or such Subsidiary.

     REVOLVING CREDIT LENDERS. The Lenders set forth on SCHEDULE 2 as Revolving
Credit Lenders, acting in their role as makers of Revolving Credit Loans or as
participants with respect to Letters of Credit.

     REVOLVING CREDIT LOANS. Revolving Credit Loans made or to be made by the
Revolving Credit Lenders to the Borrowers pursuant toss.2.

     REVOLVING CREDIT MATURITY DATE. January 24, 2008; PROVIDED that, if, on or
before May 1, 2007, the Parent has not either (i) converted a portion of the
shares of Series A Preferred Stock into shares of common stock of the Parent so
that no more than $20,000,000 in principal amount of Series A Preferred Stock
remains outstanding or (ii) duly effected an amendment, in form and substance
satisfactory to the Administrative Agent, to the Series A Certificate, extending
the mandatory redemption date of the Series A Preferred Stock to April 24, 2010
or later (with all other terms of the Series A Preferred Stock remaining
substantially the same), in either case of clause (i) or clause (ii), as
evidenced in a written statement certified by an authorized financial officer of
the Parent and delivered to the Agents and the Lenders, then the Revolving
Credit Maturity Date shall be May 11, 2007.

     SECURITY AGREEMENT. The Second Amended and Restated Security Agreement,
dated as of the Effective Date, among the Borrowers and the Administrative
Agent.


<PAGE>

                                      -17-

     SECURITY DOCUMENTS. The Security Agreement, the Pledge Agreement each as
amended and in effect from time to time, and any additional documents evidencing
or perfecting the Administrative Agent's lien on the assets of the applicable
Borrowers for the benefit of the applicable Lenders (including Uniform
Commercial Code financing statements).

     SELLER SUBORDINATED DEBT. Indebtedness of the Borrowers (other than the
Senior Subordinated Debt) which has been subordinated and made junior to the
payment and performance in full in cash of the Obligations, and evidenced as
such by a subordination agreement containing subordination provisions
substantially in the form of EXHIBIT E (the "SUBORDINATION AGREEMENT") hereto;
PROVIDED that (a) at the time such Seller Subordinated Debt is incurred, no
Default or Event of Default has occurred or would occur as a result of such
incurrence, and (b) the documentation evidencing such Seller Subordinated Debt
shall have been delivered to the Administrative Agent and shall contain ALL of
the following characteristics: (i) it shall be unsecured, (ii) it shall bear
interest at a rate not to exceed the market rate, (iii) it shall have a final
maturity of at least three (3) years, (iv) it shall not require unscheduled
principal repayments thereof prior to the maturity date of such debt, (v) if it
has any covenants, such covenants (including covenants relating to incurrence of
indebtedness) shall be meaningfully less restrictive than those set forth
herein, (vi) it shall have no restrictions on the Borrower's ability to grant
liens securing indebtedness ranking senior to such Seller Subordinated Debt,
(vii) it shall permit the incurrence of senior indebtedness under this Credit
Agreement, (viii) it may be cross-accelerated with the Obligations and other
senior indebtedness of the Borrowers (but shall not be cross-defaulted except
for payment defaults which the senior lenders have not waived) and may be
accelerated upon bankruptcy, (ix) it shall provide for the complete, automatic
and unconditional release of any and all guarantees of such Seller Subordinated
Debt granted by any Borrower in the event of the sale by any Person of such
Borrower or the sale by any Person of all or substantially all of such
Borrower's assets (including in the case of a foreclosure), (x) it shall provide
that (A) upon any payment or distribution of the assets of the Borrowers
(including after the commencement of a bankruptcy proceeding) of any kind or
character, all of the Obligations (including interest accruing after the
commencement of any bankruptcy proceeding at the rate specified for the
applicable Obligation, whether or not such interest is an allowable claim in any
such proceeding) shall be paid in full in cash prior to any payment being
received by the holders of the Seller Subordinated Debt and (B) until all of the
Obligations (including the interest described in subclause (A) above) are paid
in full in cash, any payment or distribution to which the holders of the Seller
Subordinated Debt would be entitled but for the subordination provisions of the
type described in clauses (xi) and (xii) hereof shall be made to the holders of
the Obligations, (xi) it shall provide that in the event of a payment default
under ss.13.1(a) or (b) hereof, the Borrowers shall not be required to paY the
principal of, or any interest, fees and all other amounts payable with respect
to the Seller Subordinated Debt until the Obligations have been paid in full in
cash, (xii) it shall provide that in the event of any other Event of Default,
the Lenders shall be permitted to block with respect to the Seller Subordinated
Debt for a period of 180 days (A) payments of principal, interest, fees and all
other amounts payable, and (B) enforcement of remedies for Seller Subordinated
Debt in excess of $1,000,000, and (xiii) it shall acknowledge that none of the
provisions outlined in part (b) of this definition can be amended, modified or
otherwise altered without the prior written consent of the Required Lenders.

     SENIOR SUBORDINATED DEBT. The senior subordinated Indebtedness of the
Borrowers evidenced by the Senior Subordinated Debt Documents in the original
principal amount of at least $150,000,000.


<PAGE>

                                      -18-

     SENIOR SUBORDINATED DEBT DOCUMENTS. The Indenture, the Senior Subordinated
Notes and all other documents, instruments and agreements entered into or
executed in connection therewith, in each case, subject to terms and conditions
satisfactory to the Administrative Agent.

     SENIOR SUBORDINATED NOTES. The 9.75% Senior Subordinated Notes due 2013
issued by the Parent pursuant to the Indenture.

     SERIES A CERTIFICATE. That certain Certificate of Designation of Series A
Convertible Preferred Stock, dated as of August 8, 2000, which sets forth the
rights and obligations of the Series A Holders and the Parent with respect to
the Series A Preferred Stock.

     SERIES A HOLDERS. The holders of the Series A Preferred Stock listed on
Schedule 6.20(a) hereto.

     SERIES A PREFERRED STOCK. The Series A Preferred Stock issued by the Parent
to the Series A Holders pursuant to the Series A Certificate in an aggregate
principal amount not to exceed $55,750,000 plus dividends as provided for in the
Series A Certificate.

     SETTLEMENT. With respect to Swing Line Loans, the making or receiving of
payments, in immediately available funds, by the Revolving Credit Lenders to or
from the Administrative Agent in accordance with ss.2.8 hereof to the extent
necessary to cause each such Lender's actual share of the outstanding amount of
the Revolving Credit Loans to be equal to such Lender's Commitment Percentage of
the outstanding amount of such Revolving Credit Loans, in any case when, prior
to such action, the actual share is not so equal.

     SETTLEMENT AMOUNT. See ss.2.8(b).

     SETTLEMENT DATE. See ss.2.8(b).

     SETTLING LENDER. See ss.2.8(b).

     S&P. Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.

     SPECIFIED ENTITIES. (a) K-C International, Ltd., (b) the brokerage business
of KTI Recycling of New England, Inc., (c) the brokerage business of Pine Tree
Waste, Inc., (d) Greenfiber, (e) KTI New Jersey Fibers, Inc., (f) Atlantic Coast
Fibers, Inc., (g) Casella NH Investors Co., LLC, (h) Casella NH Power Co., LLC,
(i) Casella RTG Investors Co., LLC and the Recovery Technology Group and (j) the
companies and assets comprising the FCR operating segment, or the successors of
any of the foregoing only with respect to the businesses conducted by the
foregoing on the Effective Date.

     SPOT RATE. With respect to any "first currency" (as defined in ss.5.10), at
any date of determinatioN thereof, the spot rate of exchange in London that
appears on the display page applicable to such first currency on the Reuters
System (or such other page as may replace such page on such service for the
purpose of displaying the spot rate of exchange in London) for the conversion of
such first currency into the "second currency" (as defined in ss.5.10);
PROVIDED, HOWEVER, that if there shall at any time no longer exist such a page
on sucH service, the Spot Rate shall be determined by reference to another
similar rate publishing service selected by the Administrative Agent.


<PAGE>

                                      -19-

     SUBSIDIARY. Any corporation, limited liability company, partnership,
association, trust, or other business entity of which the designated parent
shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority of the outstanding Capital Stock or other
interest entitled to vote generally.

     SUBORDINATED DEBT. Collectively, the Senior Subordinated Debt and the
Seller Subordinated Debt.

     SUBORDINATION AGREEMENTS. See definition of "SELLER SUBORDINATED DEBT".

     SWAP CONTRACTS. Any agreement (including any master agreement and any
agreement, whether or not in writing, relating to any single transaction) that
is an interest rate swap agreement, basis swap, forward rate agreement,
commodity swap, commodity option, equity or equity index swap or option, bond
option, interest rate option, forward foreign exchange agreement, rate cap,
collar or floor agreement, currency swap agreement, cross-currency rate swap
agreement, swaption, currency option or other similar agreement (including any
option to enter into any of the foregoing).

     SWING LINE LOANS. See ss.2.8(a).

     SWING LINE NOTE. See ss.2.8(a).

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

     TERM LOAN. The term loan made or to be made by the Term Loan Lenders to the
Borrowers pursuant to ss.4 iN the original principal amount of $150,000,000, as
the same may be increased pursuant to ss.19(g) or reduced oR reallocated from
time to time pursuant to the provisions hereof.

     TERM LOAN LENDERS. The Lenders holding a portion of the Term Loan as set
forth on SCHEDULE 2 hereto together with any other Person who becomes an
assignee of any rights and obligations of a Term Loan Lender pursuant to ss.19.

     TERM LOAN MATURITY DATE. January 24, 2010; PROVIDED that, if, on or before
May 1, 2007, the Parent has not either (i) converted a portion of the shares of
Series A Preferred Stock into shares of common stock of the Parent so that no
more than $20,000,000 in principal amount of Series A Preferred Stock remains
outstanding or (ii) duly effected an amendment, in form and substance
satisfactory to the Administrative Agent, to the Series A Certificate, extending
the mandatory redemption date of the Series A Preferred Stock to April 24, 2010
or later (with all other terms of the Series A Preferred Stock remaining
substantially the same), in either case of clause (i) or clause (ii), as
evidenced in a written statement certified by an authorized financial officer of
the Parent and delivered to the Agents and the Lenders, then the Term Loan
Maturity Date shall be May 11, 2007.

     TERM LOAN PERCENTAGE. With respect to each Term Loan Lender, the percentage
set forth on SCHEDULE 2 (subject to adjustment in accordance with ss.19 hereof)
as such Lender's percentage of the Term Loan.

     TERM NOTES. See ss.4.2.


<PAGE>

                                      -20-

     TERM NOTE RECORD. A record with respect to a Term Note.

     TOTAL COMMITMENT. The sum of the Commitments of the Lenders, as in effect
from time to time, which amount shall initially equal $175,000,000, as such
amount may be reduced or increased pursuant to the terms hereof.

     TYPE. As to any Loan, its nature as a Base Rate Loan or a Eurodollar Rate
Loan.

     UNPAID REIMBURSEMENT OBLIGATION. Any Reimbursement Obligation for which the
Borrowers have not reimbursed the Issuing Lender and the Lenders on the date
specified in, and in accordance with, ss.3.2, which haS not been automatically
converted into a Revolving Credit Loan pursuant to such section.

     U.S. FIBER. U.S. Fiber, Inc., a North Carolina corporation.

                        SS.1.2. RULES OF INTERPRETATION.

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

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

         (c) A reference to any law includes any amendment or modification to
     such law.

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

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

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

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

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

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

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


<PAGE>

                                      -21-

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

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

     SS.2. THE REVOLVING CREDIT LOANS.

         SS.2.1. COMMITMENT TO LEND. Subject to the terms and conditions set
forth in this Credit Agreement, each of the Revolving Credit Lenders severally
agrees to lend to the Borrowers, and the Borrowers may borrow, repay, and
reborrow from time to time between the Effective Date and the Revolving Credit
Maturity Date, upon notice to the Administrative Agent given in accordance with
ss.2.6, such Lender's CommitmenT Percentage of such sums as are requested by the
Borrowers in the minimum aggregate amount of $500,000 or an integral multiple
thereof; PROVIDED that, except as otherwise provided herein, the sum of the
outstanding amount of Revolving Credit Loans (including the Swing Line Loans and
after giving effect to all amounts requested) PLUS the Maximum Drawing Amount
and all Unpaid Reimbursement Obligations shall not at any time exceed the Total
Commitment. Revolving Credit Loans made hereunder shall be made PRO RATA in
accordance with each Revolving Credit Lender's Commitment Percentage. Each
request for a Loan or Letter of Credit hereunder shall constitute a
representation and warranty by the Borrowers that the conditions set forth in
ss.10 and ss.11, as the case may BE, have been satisfied on the date of such
request.

         SS.2.2. REDUCTION OF TOTAL COMMITMENT. The Borrowers shall have the
right at any time and from time to time upon five (5) Business Days' prior
written notice to the Administrative Agent to reduce by $5,000,000 or an
integral multiple of $1,000,000 in excess thereof or terminate entirely the
Total Commitment, whereupon the Commitments of the Revolving Credit Lenders
shall be reduced PRO RATA in accordance with their respective Commitment
Percentages of the amount specified in such notice or, as the case may be,
terminated; PROVIDED that at no time may the Total Commitment be reduced to an
amount less than the sum of (a) the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations PLUS (b) all Revolving Credit Loans (including Swing
Line Loans) then outstanding. No reduction or termination of the Total
Commitment once made may be revoked; the portion of the Total Commitment reduced
or terminated may not be reinstated; and amounts in respect of such reduced or
terminated portion may not be reborrowed. The Administrative Agent will notify
the Revolving Credit Lenders promptly after receiving any notice of the
Borrowers delivered pursuant to this ss.2.2. and will distributE to each such
Lender a revised schedule of Commitments and Commitment Percentages.

         SS.2.3. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by promissory notes of the Borrowers in substantially the form of
EXHIBIT A-1 hereto (each a "REVOLVING CREDIT Note"), dated as of the Effective
Date (or such later date as a Revolving Credit Lender becomes a party hereto
pursuant to ss.19) and completed with appropriate insertions. One Revolving
Credit Note shall be payable to thE order of each Revolving Credit


<PAGE>

                                      -22-

Lender in a principal amount equal to such Revolving Credit Lender's Commitment
or, if less, the outstanding amount of all Revolving Credit Loans made by such
Revolving Credit Lender, plus interest accrued thereon, as set forth below. The
Borrowers irrevocably authorize the Revolving Credit Lenders to make, or cause
to be made, in connection with a Drawdown Date of any Revolving Credit Loan at
the time of receipt of any payment of principal on any such Revolving Credit
Note, an appropriate notation on such Lender's records or on the schedule
attached to such Lender's Revolving Credit Note or a continuation of such
schedule attached thereto reflecting the making of such Loan, or the receipt of
such payment (as the case may be) and may, prior to any transfer of its
Revolving Credit Note, endorse on the reverse side thereof the outstanding
principal amount of such Revolving Credit Loans evidenced thereby. The
outstanding amount of the Revolving Credit Loans set forth on such Lender's
record shall be PRIMA FACIE evidence of the principal amount thereof owing and
unpaid to such Lender, but the failure to record, or any error in so recording,
any such amount shall not limit or otherwise affect the obligations of the
applicable Borrowers hereunder or under such Revolving Credit Notes to make
payments of principal of or interest on any such Revolving Credit Notes when
due.

         SS.2.4. INTEREST ON REVOLVING CREDIT LOANS; MATURITY OF THE REVOLVING
CREDIT LOANS.

         (a) The Borrowers jointly and severally promise to pay interest on each
     Revolving Credit Loan in arrears on each Interest Payment Date with respect
     thereto at the following rates, except as otherwise provided in ss.5.6:

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

         (ii) Each Revolving Credit Loan which is a Eurodollar Rate Loan shall
              bear interest for the period commencing with the Drawdown Date
              thereof and ending on the last day of the Interest Period with
              respect thereto at the Applicable Rate for Revolving Credit Loans
              that are Eurodollar Rate Loans as in effect from time to time.

         (b) The Borrowers jointly and severally promise to pay on the Revolving
     Credit Maturity Date all Revolving Credit Loans outstanding, Unpaid
     Reimbursement Obligations with respect to Letters of Credit and any and all
     unpaid interest accrued thereon. The Revolving Credit Loans shall become
     absolutely due and payable on the Revolving Credit Maturity Date, as set
     forth above.

         SS.2.5. MANDATORY REPAYMENTS OF THE REVOLVING CREDIT LOANS. If at any
time the sum of the outstanding amount of the Revolving Credit Loans (including
Swing Line Loans) PLUS the Maximum Drawing Amount and any Unpaid Reimbursement
Obligations exceeds the Total Commitment, whether by reduction of the Total
Commitment or otherwise, then the Borrowers, jointly and severally, shall
immediately pay the amount of such excess to the Administrative Agent for
application: FIRST, to any Unpaid Reimbursement Obligations; SECOND, to the
Revolving Credit Loans; and THIRD, to provide to the Administrative Agent cash
collateral for Reimbursement Obligations as contemplated by ss.3.2(b) and (c);
PROVIDED, HOWEVER, that if the amount of cash collateral held bY the
Administrative Agent pursuant to this ss.2.5 exceeds the amount required to be
cash collateralized from time to time, the Administrative Agent shall return


<PAGE>

                                      -23-

such excess to the Borrowers. Each payment of Unpaid Reimbursement Obligations
or prepayment of Revolving Credit Loans shall be allocated among the Lenders, in
proportion, as nearly as practicable, to each Unpaid Reimbursement Obligation or
(as the case may be) the respective unpaid principal amount of each Lender's
Revolving Credit Note, with adjustments to the extent practicable to equalize
any prior payments or repayments not exactly in proportion.

         SS.2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrowers shall give
to the Administrative Agent written notice in the form of EXHIBIT B hereto (or
telephonic notice confirmed by telecopy on the same Business Day in the form of
EXHIBIT B hereto) of each Revolving Credit Loan requested hereunder (a "LOAN AND
LETTER OF CREDIT REQUEST") not later than 11:00 a.m. Boston time (a) no less
than one (1) Business Day prior to the proposed Drawdown Date of any Base Rate
Loan and (b) no less than three (3) Eurodollar Business Days prior to the
proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall
specify (i) the amount of such Revolving Credit Loan, (ii) the proposed Drawdown
Date of such Revolving Credit Loan, (iii) the Type of such Revolving Credit
Loan, (iv) the Interest Period for such Revolving Credit Loan (if a Eurodollar
Rate Loan), and (v) the aggregate outstanding amount of all Revolving Credit
Loans (including Swing Line Loans) after giving affect to all amounts requested
and the aggregate Maximum Drawing Amount of all outstanding Letters of Credit.
Each Revolving Credit Loan requested shall be in a minimum amount of $5,000,000,
or in $1,000,000 additional increments thereof. Revolving Credit Loan requests
made hereunder shall be irrevocable and binding on the Borrowers, and shall
obligate the Borrowers to accept the Revolving Credit Loan requested from the
Revolving Credit Lenders on the proposed Drawdown Date.

         SS.2.7. FUNDS FOR REVOLVING CREDIT LOANS.

         (a) Not later than 2:00 p.m. (Boston time) on the proposed Drawdown
     Date of any Revolving Credit Loan, each of the Revolving Credit Lenders
     will make available to the Administrative Agent, at the Administrative
     Agent's Office, in immediately available funds, the amount of such Lender's
     Commitment Percentage of the amount of the requested Revolving Credit
     Loans. Upon receipt from each Lender of such amount, and upon receipt of
     the documents required by ss.ss.10 and 11 and the satisfaction Of the other
     conditions set forth therein, to the extent applicable, the Administrative
     Agent will make available to the Borrowers in immediately available funds
     the aggregate amount of such Revolving Credit Loans made available to the
     Administrative Agent by the Revolving Credit Lenders. The failure or
     refusal of any Revolving Credit Lender to make available to the
     Administrative Agent at the aforesaid time and place on any Drawdown Date
     the amount of its Commitment Percentage of the requested Revolving Credit
     Loans shall not relieve any other Revolving Credit Lender from its several
     obligation hereunder to make available to the Administrative Agent the
     amount of such other Revolving Credit Lender's Commitment Percentage of any
     requested Revolving Credit Loan.

         (b) The Administrative Agent may, unless notified to the contrary by
     any Revolving Credit Lender prior to a Drawdown Date, assume that such
     Lender has made available to the Administrative Agent on such Drawdown Date
     the amount of such Lender's Commitment Percentage of the Revolving Credit
     Loans to be made on such Drawdown Date, and the Administrative Agent may
     (but shall not be required to), in reliance upon such assumption, make
     available to the Borrowers a corresponding amount. If any Revolving Credit
     Lender makes available to the Administrative Agent such amount on a date
     after such Drawdown Date, such Lender shall pay to the Administrative Agent
     on demand an amount equal to the product of (i) the average computed for
     the period referred to in clause (iii) below, of the weighted average
     interest rate paid by the Administrative


<PAGE>

                                      -24-

     Agent for federal funds acquired by the Administrative Agent during each
     day included in such period, TIMES (ii) the amount of such Lender's
     Commitment Percentage of such Loans, TIMES (iii) a fraction, the numerator
     of which is the number of days that elapse from and including such Drawdown
     Date until the date on which the amount of such Lender's Commitment
     Percentage of such Loans shall become immediately available to the
     Administrative Agent and the denominator of which is 365. A statement of
     the Administrative Agent submitted to such Lender with respect to any
     amounts owing under this paragraph shall be PRIMA FACIE evidence, absent
     manifest error, of the amount due and owing to the Administrative Agent by
     such Lender. If the amount of such Lender's Commitment Percentage of such
     Loans is not made available to the Administrative Agent by such Lender
     within three (3) Business Days following such Drawdown Date, the
     Administrative Agent shall be entitled to recover such amount from the
     Borrowers on demand, with interest thereon at the Applicable Rate for
     Revolving Credit Loans of the Type made on such Drawdown Date.

         SS.2.8. SWING LINE LOANS; SETTLEMENTS.

         (a) Solely for ease of administration of the Revolving Credit Loans,
     Fleet may, upon receipt of a Loan and Letter of Credit Request requesting a
     Swing Line Loan no later than 2:30 p.m. (Boston time) on the proposed date
     of funding, but shall not be required to, fund Base Rate Loans made in
     accordance with the provisions of this Credit Agreement (including, without
     limitation, satisfaction of the conditions set forth in ss.ss.10 and 11)
     for periods not to exceed seven (7) days in any one caSE, bearing interest
     at the rate set forth in ss.2.4(a)(i) for Revolving Credit Loans that are
     Base Rate LoanS ("SWING LINE LOANS"). The Swing Line Loans shall be
     evidenced by a promissory note of the Borrowers in substantially the form
     of EXHIBIT A-2 hereto (the "SWING LINE NOTE") dated as of the Effective
     Date, and shall each be in a minimum amount of $100,000 or greater,
     PROVIDED THAT the outstanding amount of Swing Line Loans advanced by Fleet
     hereunder shall not exceed $10,000,000 at any time. Each Revolving Credit
     Lender shall remain severally and unconditionally liable to fund its PRO
     RATA share (based upon such Lender's Commitment Percentage) of such Swing
     Line Loans on each Settlement Date and, in the event Fleet chooses not to
     fund all Swing Line Rate Loans requested on any date, to fund its
     Commitment Percentage of the Swing Line Loans requested, subject to
     satisfaction of the provisions hereof (including, without limitation,
     satisfaction of the conditions set forth in ss.ss.10 and 11) relating to
     the making of SwINg Line Loans. Prior to each Settlement, all payments or
     repayments of the principal of, and interest on, Swing Line Loans shall be
     credited to the account of Fleet.

         (b) The Revolving Credit Lenders shall effect Settlements on (i) the
     Business Day immediately following any day which Fleet gives written notice
     to the Administrative Agent to effect a Settlement, (ii) the Business Day
     immediately following the Administrative Agent's becoming aware of the
     existence of any Default or Event of Default, (iii) the Revolving Credit
     Maturity Date, (iv) any date on which the Borrowers wish to convert a Swing
     Line Loan into a Eurodollar Rate Loan, and (v) in any event, the seventh
     day on which any Swing Line Loan remains outstanding (each such date, a
     "SETTLEMENT DATE"). One (1) Business Day prior to each such Settlement
     Date, the Administrative Agent shall give telephonic notice to the
     Revolving Credit Lenders of (A) the respective outstanding amount of
     Revolving Credit Loans made by each Revolving Credit Lender as at the close
     of business on the prior day, and (B) the amount that any


<PAGE>

                                      -25-

     Revolving Credit Lender, as applicable (a "SETTLING LENDER"), shall pay to
     effect a Settlement (a "SETTLEMENT AMOUNT"). A statement of the
     Administrative Agent submitted to the Revolving Credit Lenders with respect
     to any amounts owing hereunder shall be PRIMA FACIE evidence of the amount
     due and owing. Each Settling Lender shall, not later than 1:00 p.m. (Boston
     time) on each Settlement Date, effect a wire transfer of immediately
     available funds to the Administrative Agent at the Administrative Agent's
     Office in the amount of such Lender's Settlement Amount. All funds advanced
     by any Revolving Credit Lender as a Settling Lender pursuant to this ss.2.8
     shall for all purposes be treateD as a Base Rate Loan to the Borrowers.

         (c) The Administrative Agent may (unless notified to the contrary by
     any Settling Lender by 12:00 noon (Boston time) one (1) Business Day prior
     to the Settlement Date) assume that each Settling Lender has made available
     (or will make available by the time specified in ss.2.8(b)) to thE
     Administrative Agent its Settlement Amount, and the Administrative Agent
     may (but shall not be required to), in reliance upon such assumption,
     effect Settlements. If the Settlement Amount of such Settling Lender is
     made available to the Administrative Agent on a date after such Settlement
     Date, such Settling Lender shall pay the Administrative Agent on demand an
     amount equal to the product of (i) the average, computed for the period
     referred to in clause (iii) below, of the weighted average annual interest
     rate paid by the Administrative Agent for federal funds acquired by the
     Administrative Agent during each day included in such period TIMES (ii)
     such Settlement Amount TIMES (iii) a fraction, the numerator of which is
     the number of days that elapse from and including such Settlement Date to
     but not including the date on which such Settlement Amount shall become
     immediately available to the Administrative Agent, and the denominator of
     which is 365. Upon payment of such amount such Settling Lender shall be
     deemed to have delivered its Settlement Amount on the Settlement Date and
     shall become entitled to interest payable by the Borrowers with respect to
     such Settling Lender's Settlement Amount as if such share were delivered on
     the Settlement Date. If such Settlement Amount is not in fact made
     available to the Administrative Agent by such Settling Lender within five
     (5) Business Days of such Settlement Date, the Administrative Agent shall
     be entitled to recover such amount from the Borrowers, with interest
     thereon at the Applicable Rate for Revolving Credit Loans that are Base
     Rate Loans.

         (d) After any Settlement Date, any payment by the Borrowers of Swing
     Line Loans hereunder shall be allocated PRO RATA among the Revolving Credit
     Lenders, in accordance with such Lenders' Commitment Percentages.

         (e) If, prior to the making of a Revolving Credit Loan pursuant to
     paragraph (b) of this ss.2.8, a Default or Event of Default has occurred
     and is continuing, each Revolving Credit Lender will, oN the date such
     Revolving Credit Loan was to have been made, purchase an undivided
     participating interest in the outstanding Swing Line Loans in an amount
     equal to its Commitment Percentage of such Swing Line Loans. Each Revolving
     Credit Lender will immediately transfer to the Administrative Agent, in
     immediately available funds, the amount of its participation and upon
     receipt thereof the Administrative Agent will deliver to such Revolving
     Credit Lender a Swing Line participation certificate dated the date of
     receipt of such funds and in such amount.

         (f) Whenever, at any time after the Administrative Agent has received
     from any Revolving Credit Lender such Lender's participating interest in
     the Swing Line Loans pursuant to clause (e) above, the Administrative Agent
     receives any payment on


<PAGE>

                                      -26-

     account thereof, the Administrative Agent will distribute to such Lender
     its participating interest in such amount (appropriately adjusted, in the
     case of interest payments, to reflect the period of time during which such
     Lender's participating interest was outstanding and funded) in like funds
     as received; PROVIDED, HOWEVER, that in the event that such payment
     received by the Administrative Agent is required to be returned, such
     Lender will return to the Administrative Agent any portion thereof
     previously distributed by the Administrative Agent to it in like funds as
     such payment is required to be returned by the Administrative Agent.

         (g) Each Revolving Credit Lender's obligation to purchase participating
     interests pursuant to clause (e) above shall be absolute and unconditional
     and shall not be affected by any circumstance, including, without
     limitation, (i) any set-off, counterclaim, recoupment, defense or other
     right which such Lender may have against the Administrative Agent, the
     Borrowers or any other Person for any reason whatsoever; (ii) the
     occurrence or continuance of a Default or Event of Default; (iii) any
     adverse change in the condition (financial or otherwise) of the Borrowers
     or any other Person; (iv) any breach of this Credit Agreement by the
     Borrowers or any other Lender or the Administrative Agent; or (v) any other
     circumstance, happening or event whatsoever, whether or not similar to any
     of the foregoing.

         SS.2.9. OPTIONAL PREPAYMENTS OR REPAYMENTS OF REVOLVING CREDIT LOANS.
The Borrowers shall havE the right, at their election, to repay or prepay the
outstanding amount of the Revolving Credit Loans, as a whole or in part, at any
time without penalty or premium; PROVIDED (a) each partial prepayment shall be
in the principal amount of $250,000 or an integral multiple thereof, and (b)
that the full or partial prepayment of the outstanding amount of any Eurodollar
Rate Loans pursuant to this ss.2.9, if made on a day other than the last daY of
the Interest Period relating thereto, shall be subject to the provisions of
ss.5.12. The Borrowers shall givE the Administrative Agent, no later than 11:00
a.m. (Boston time) (i) at least one (1) Business Days' prior written notice (or
telephonic notice confirmed in writing) of such proposed prepayment or repayment
pursuant to this ss.2.9 of Base Rate Loans and (ii) at least three (3)
Eurodollar Business Days' prior written notice (oR telephonic notice confirmed
in writing) of any proposed prepayment or repayment pursuant to this ss.2.9 oF
Eurodollar Rate Loans, in each case, specifying the proposed date of prepayment
or repayment of Revolving Credit Loans and the principal amount to be paid. Each
such partial prepayment shall be applied, in the absence of instruction by the
Borrowers, first to the principal of Base Rate Loans and then to the principal
of Eurodollar Rate Loans. Payments received from the Borrowers shall be applied
PRO RATA to each Revolving Credit Lender in respect of its outstanding
Commitment.

     SS.3. LETTERS OF CREDIT.

         SS.3.1. LETTER OF CREDIT COMMITMENTS.

         (a) Subject to the terms and conditions hereof and the execution and
     receipt of a Loan and Letter of Credit Request reflecting the Maximum
     Drawing Amount of all Letters of Credit (including the requested Letter of
     Credit) and a Letter of Credit Application, the Issuing Lender, on behalf
     of the Revolving Credit Lenders and in reliance upon the agreement of such
     Lenders set forth in ss.3.1(c) and upon the representations and warranties
     of the Borrowers contained herein, agrees to issue one or more standby
     letters of credit (individually, a "LETTER OF CREDIT"), in such form as may
     be requested from time to time by the Borrowers and agreed to by the
     Issuing Lender; PROVIDED, HOWEVER, that, after giving effect to such
     request, (i) the aggregate Maximum


<PAGE>

                                      -27-

     Drawing Amount of all Letters of Credit issued at any time under this
     ss.3.1(a) shall not exceed $80,000,000 and (ii) the aggregate Maximum
     Drawing Amount oF all Letters of Credit and all Unpaid Reimbursement
     Obligations PLUS the aggregate outstanding amount of Revolving Credit Loans
     PLUS the aggregate outstanding amount of Swing Line Loans shall not exceed
     the Total Commitment; and PROVIDED FURTHER that no Letter of Credit shall
     have an expiration date later than the earlier of (A) one year after the
     date of issuance of such Letter of Credit (subject to periodic extensions
     for periods not to exceed one year), or (B) thirty (30) days prior to the
     Revolving Credit Maturity Date.

         (b) Each Revolving Credit Lender severally agrees that it shall be
     absolutely liable, without regard to the occurrence of any Default or Event
     of Default or any other condition precedent whatsoever, to the extent of
     such Lender's Commitment Percentage thereof, to reimburse the Issuing
     Lender on demand for the amount of each draft paid by the Issuing Lender
     under each applicable Letter of Credit to the extent that such amount is
     not reimbursed by the Borrowers pursuant to ss.3.2 (sucH agreement for a
     Lender being called herein the "LETTER OF CREDIT PARTICIPATION" of such
     Lender). The Issuing Lender shall not issue any Letter of Credit unless all
     of the conditions precedent under ss.11 hereof have been satisfied.

         (c) Each such payment made by a Lender shall be treated as the purchase
     by such Lender of a participating interest in the Borrowers' Reimbursement
     Obligation under ss.3.2 in an amount equal tO such payment. Each Lender
     shall share in accordance with its participating interest in any interest
     which accrues pursuant to ss.3.2.

         (d) All "Letters of Credit" (as defined in the Existing Credit
     Agreement) outstanding under the Existing Credit Agreement on the Effective
     Date shall become Letters of Credit hereunder. The Revolving Credit
     Lenders' participations in such Letters of Credit will be reallocated on
     the Effective Date in accordance with each such Lender's applicable
     Commitment Percentage hereunder.

         (e) Each Letter of Credit so issued, extended or renewed shall be
     subject to either the Uniform Customs and Practice for Documentary Credits
     (1993 Revision), International Chamber of Commerce Publication No. 500 or
     any successor version thereto adopted by the Issuing Lender in the ordinary
     course of its business as a letter of credit issuer and in effect at the
     time of issuance of such Letter of Credit or the International Standby
     Practices (ISP98), International Chamber of Commerce Publication No. 590,
     or any successor code of standby letter of credit practices among banks
     adopted by the Issuing Lender in the ordinary course of its business as a
     standby letter of credit issuer and in effect at the time of issuance of
     such Letter of Credit.

         (f) If any Borrower so requests in an application for a Letter of
     Credit, the Issuing Lender may, in its sole and absolute discretion, agree
     to issue a Letter of Credit that has automatic renewal provisions (each, an
     "AUTO-RENEWAL LETTER OF CREDIT"); PROVIDED that any such Auto-Renewal
     Letter of Credit must permit the Issuing Lender to prevent any such renewal
     at least once in each twelve-month period (commencing with the date of
     issuance of such Letter of Credit) by giving prior notice to the
     beneficiary thereof not later than ten (10) days prior to the renewal date
     (the "NONRENEWAL NOTICE DATE") in each such twelve-month period to be
     agreed upon at the time such Letter of Credit is issued. Unless otherwise
     directed by the Issuing Lender, the Borrowers shall not be required to make
     a specific request to the Issuing Lender for any such renewal. Once an
     Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed


<PAGE>

                                      -28-

     to have authorized (but may not require) the Issuing Lender to permit the
     renewal of such Letter of Credit at any time to an expiry date not later
     than thirty (30) days prior to the Revolving Credit Maturity Date;
     PROVIDED, however, that the Issuing Lender shall not permit any such
     renewal if (A) the Issuing Lender has determined that it would have no
     obligation at such time to issue such Letter of Credit in its renewed form
     under the terms hereof, or (B) it has received notice (which may be by
     telephone or in writing) on or before the day that is two (2) Business Days
     before the Nonrenewal Notice Date (1) from the Administrative Agent that
     the Required Lenders have elected not to permit such renewal or (2) from
     the Administrative Agent, any Lender or the Borrowers that one or more of
     the applicable conditions specified in ss.11 is not then satisfied.

         SS.3.2. REIMBURSEMENT OBLIGATIONS OF THE BORROWERS. In order to induce
the Issuing Lender to issue, extend and renew Letters of Credit and the Lenders
to participate therein, the Borrowers hereby jointly and severally agree to
reimburse or pay to the Issuing Lender with respect to each Letter of Credit
issued, extended or renewed by the Issuing Lender hereunder as follows:

         (a) if any draft presented under any Letter of Credit is honored by the
     Issuing Lender or the Issuing Lender otherwise makes payment with respect
     thereto, the sum of (i) the amount paid by the Issuing Lender under or with
     respect to such Letter of Credit PLUS (ii) the amount of any taxes, fees,
     charges or other costs and expenses whatsoever incurred by the Issuing
     Lender in connection with any payment made by the Issuing Lender under, or
     with respect to, such Letter of Credit, PROVIDED HOWEVER, if the Borrowers
     do not reimburse the Issuing Lender on the Drawdown Date, such amount
     shall, so long as no Event of Default under ss.ss.13.1(g) or 13.1(h) has
     occurred, become automatically a Revolving CreDIt Loan which is a Base Rate
     Loan advanced hereunder in an amount equal to such sum;

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

         (c) upon the Revolving Credit Maturity Date, the termination of the
     Total Commitment or the acceleration of the Reimbursement Obligations with
     respect to all Letters of Credit in accordance with ss.13, an amount equal
     to the then Maximum Drawing Amount of all Letters of Credit shall be paid
     bY the Borrowers to the Administrative Agent to be held as cash collateral
     for the Reimbursement Obligations of the Borrowers; and

         (d) the Borrowers promise to pay on the Revolving Credit Maturity Date
     all Unpaid Reimbursement Obligations on such date relating to Letters of
     Credit. All such payments shall be made together with any and all accrued
     and unpaid interest thereon and any fees and other amounts owing hereunder.

         Each such payment shall be made to the Administrative Agent at the
     Administrative Agent's Office in immediately available funds. Interest on
     any and all amounts remaining unpaid by the Borrowers under this ss.3.2 at
     any time from the date such amounts become due and payable (whether as
     stated in this ss.3.2, by acceleration or otherwise) until payment in full
     (whether before or after judgment) shall be payable to the


<PAGE>

                                      -29-

     Administrative Agent on demand at the rate of interest specified in ss.5.6
     for overdue amounts.

         SS.3.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Issuing
Lender shall notify the Borrowers of the date and amount of the draft presented
or demand for payment and of the date and time when it expects to pay such draft
or honor such demand for payment. On the date that such draft is paid or other
payment is made by the Issuing Lender, the Issuing Lender shall promptly notify
the Lenders of the amount of any Unpaid Reimbursement Obligation. All such
Unpaid Reimbursement Obligations with respect to Letters of Credit shall,
PROVIDED that no Event of Default under ss.13(g) or ss.13(h) has occurred,
become automatically a Revolving Credit Loan which iS a Base Rate Loan. No later
than 3:00 p.m. (Boston time) on the Business Day next following the receipt of
such notice, each Lender shall make available to the Issuing Lender, at the
Administrative Agent's Office, in immediately available funds, such Lender's
Commitment Percentage of such Unpaid Reimbursement Obligation, together with an
amount equal to the product of (a) the average, computed for the period referred
to in clause (c) below, of the weighted average interest rate paid by the
Issuing Lender for federal funds acquired by the Issuing Lender during each day
included in such period, TIMES (b) the amount equal to such Lender's Commitment
Percentage of such Unpaid Reimbursement Obligation, TIMES (c) a fraction, the
numerator of which is the number of days that have elapsed from and including
the date the Issuing Lender paid the draft presented for honor or otherwise made
payment until the date on which such Lender's Commitment Percentage of such
Unpaid Reimbursement Obligation shall become immediately available to the
Issuing Lender, and the denominator of which is 365. The responsibility of the
Issuing Lender to the Borrowers and the Lenders shall be only to determine that
the documents (including each draft) delivered under each Letter of Credit in
connection with such presentment shall be in conformity in all material respects
with such Letter of Credit.

         SS.3.4. OBLIGATIONS ABSOLUTE. The Borrowers' respective obligations
under thisss.3 shall be absolute and unconditional under any and all
circumstances and irrespective of the occurrence of any Default or Event of
Default or any condition precedent whatsoever or any setoff, counterclaim or
defense to payment which the Borrowers may have or have had against the Issuing
Lender, any Lender or any beneficiary of a Letter of Credit. The Borrowers
further agree with the Issuing Lender and the Revolving Credit Lenders that the
Issuing Lender and the Revolving Credit Lenders shall not be responsible for,
and the Borrowers' Reimbursement Obligations under ss.3.2 shall not be affected
by, among other things, the validity or genuineness of documents oR of any
endorsements thereon, even if such documents should in fact prove to be in any
or all respects invalid, fraudulent or forged, or any dispute between or among
the Borrowers, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrowers against the beneficiary of
any Letter of Credit or any such transferee. The Issuing Lender and the
Revolving Credit Lenders shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit. The
Borrowers agree that any action taken or omitted by the Issuing Lender or any
Revolving Credit Lender under or in connection with each Letter of Credit and
the related drafts and documents, if done in good faith, shall be binding upon
the Borrowers and shall not result in any liability on the part of the Issuing
Lender or any Revolving Credit Lender to the Borrowers.

         SS.3.5. RELIANCE BY ISSUING LENDER. To the extent not inconsistent
withss.3.3, the Issuing Lender shall be entitled to rely, and shall be fully
protected in relying upon, any


<PAGE>

                                      -30-

Letter of Credit, draft, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel, independent accountants and other
experts selected by the Issuing Lender.

     SS.4. THE TERM LOAN.

         SS.4.1. COMMITMENT TO LEND. Subject to the terms and conditions set
forth in this Credit Agreement, on the Effective Date, each Term Loan Lender
agrees to lend to the Borrowers its Term Loan Percentage of the principal amount
of $150,000,000.

         SS.4.2. THE TERM NOTES. The Term Loan shall be evidenced by separate
promissory notes of the Borrowers in substantially the form of EXHIBIT A-3
hereto (each a "TERM NOTE"), dated the Effective Date (or such other date on
which a Term Loan Lender may become a party hereto in accordance with ss.19
hereof) anD completed with appropriate insertions. One Term Note shall be
payable to the order of each Term Loan Lender in a principal amount equal to
such Lender's Term Loan Percentage of the Term Loan and representing the
obligation of the Borrowers to pay to such Lender such principal amount or, if
less, the outstanding amount of such Lender's Term Loan Percentage of the Term
Loan, plus interest accrued thereon, as set forth below. The Borrowers
irrevocably authorize each Term Loan Lender to make or cause to be made a
notation on such Lender's Term Note Record reflecting the original principal
amount of such Lender's Term Loan Percentage of the Term Loan and, at or about
the time of such Lender's receipt of any principal payment on such Lender's Term
Note, an appropriate notation on such Lender's Term Note Record reflecting such
payment. The aggregate unpaid amount set forth on such Lender's Term Note Record
shall be PRIMA FACIE evidence of the principal amount thereof owing and unpaid
to such Lender, but the failure to record, or any error in so recording, any
such amount on such Lender's Term Note Record shall not affect the obligations
of the Borrowers hereunder or under any Term Note to make payments of principal
of and interest on any Term Note when due.

         SS.4.3. SCHEDULED INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM LOAN. The
Borrowers jointly and severally promise to pay to the Administrative Agent for
the account of the Term Loan Lenders, in accordance with their respective Term
Loan Percentages, the principal amount of the Term Loan in (a) six (6)
consecutive annual installment payments or (b) in the event that the Term Loan
Maturity Date is changed in accordance with the definition thereof, four (4)
consecutive annual installment payments, in each case, each such payment equal
to one percent (1%) of the notional amount of the Term Loan, and due and payable
on each anniversary of the Effective Date, commencing on the first anniversary
of the Effective Date, with a final additional payment on the Term Loan Maturity
Date in an amount equal to the unpaid balance of the Term Loan.

         SS.4.4. MANDATORY PREPAYMENTS OF TERM LOAN.

         SS.4.4.1. MANDATORY PREPAYMENTS.

         (a) In the event that Net Cash Proceeds received by the Borrowers and
     the Excluded Subsidiaries from asset sales exceed $5,000,000 per annum
     (other than asset sales in the ordinary course of business and sales
     permitted under ss.8.4.2(b)), the Borrowers will use anY such excess Net
     Cash Proceeds to pay down the Term Loan in the manner set forth in
     ss.4.4.2.

         (b) In the event that, after the Effective Date, any Borrower or any
     Excluded Subsidiary receives Net Cash Proceeds from a permitted debt
     offering in excess of $100,000,000 in the aggregate, the Borrowers shall
     use one-hundred percent (100%) of such excess Net Cash Proceeds to pay down
     the Term Loan in the manner set forth in ss.4.4.2.


<page>

                                     -31-


         (c) In the event that, after the Effective Date, the Borrowers receive
     Net Equity Proceeds from Equity Offerings in excess of $125,000,000 in the
     aggregate (other than from Capital Stock issued as payment for Permitted
     Acquisitions and Capital Stock consisting of options or other forms of
     equity-based compensation issued to employees, consultants and directors in
     accordance with a bona fide compensation plan approved by the Board of
     Directors of the Parent) the Borrowers shall use fifty-percent (50%) of
     such excess Net Equity Proceeds to pay down the Term Loan in the manner set
     forth in ss.4.4.2.

         (d) The Borrowers shall use a percentage of Excess Operating Cash Flow
     in each fiscal year to pay down the Term Loan in the manner set forth in
     ss.4.4.2, which shall be payablE within three (3) days of delivery of the
     year-end financial statements to the Administrative Agent. The applicable
     percentage of Excess Operating Cash Flow is set forth in the table below
     opposite the applicable ratio of Consolidated Total Funded Debt to
     Consolidated EBITDA for the period of four consecutive fiscal quarters
     ending on the last day of the Borrowers' fiscal year:

<TABLE>
<CAPTION>

     --------------------------------------------- --------------------------------------------
      Ratio of Consolidated Total Funded Debt to     Percentage of Excess Operating Cash Flow
                 Consolidated EBITDA
     --------------------------------------------- --------------------------------------------
     <S>                                            <C>
                 less than 3.00:1.00                                    0%
     --------------------------------------------- --------------------------------------------
     greater than or equal to 3.00:1.00 and less                       25%
                    than 3.50:1.00
     --------------------------------------------- --------------------------------------------
          greater than or equal to 3.50:1.00                           50%
     --------------------------------------------- --------------------------------------------

</TABLE>

         SS.4.4.2. APPLICATION OF PAYMENTS. Each prepayment of the Term Loan
required by ss.4.4.1 shall be allocated among the Term Loan Lenders in
accordance with each such Lender's Term Loan Percentage. Any prepayment of
principal of the Term Loan shall include all interest accrued to the date of
prepayment and shall be applied against the scheduled installments of principal
due on the Term Loan in the inverse order of maturity. No amount prepaid or
repaid with respect to the Term Loan may be reborrowed. Any Term Loan Lender may
decline to accept any payments due to such Term Loan Lender pursuant to this
ss.4.4 in which case such declined payments shall be used to repay the Revolving
CrediT Loans (but not reduce the Total Commitment) on a PRO RATA basis in
accordance with each Lender's Commitment Percentage.

     SS.4.5. OPTIONAL PREPAYMENT OF TERM LOAN. The Borrowers shall have the
right at any time to prepay the Term Notes on or before the Term Loan Maturity
Date, in whole, or in part, upon not less than three (3) Business Days' prior
written notice to the Administrative Agent, without premium or penalty (other
than the obligation to reimburse the Term Loan Lenders and the Administrative
Agent pursuant to ss.5.12 hereof, or aS otherwise stated herein), PROVIDED that
(a) each partial prepayment shall be in the principal amount of $1,000,000 or an
integral multiple of $500,000 thereof, and (b) each partial prepayment shall be
allocated among the Term Loan Lenders in accordance with such Lender's Term Loan
Percentage. Any


<PAGE>

                                      -32-

prepayment of principal of the Term Loan shall include all interest accrued to
the date of prepayment and shall be applied against the scheduled installments
of principal due on the Term Loan in the inverse order of maturity. No amount
prepaid or repaid with respect to the Term Loan may be reborrowed.

     SS.4.6. INTEREST ON TERM LOAN.

         SS.4.6.1. INTEREST RATES. Except as otherwise provided in ss.5.6, the
Term Loan shALl bear interest during each Interest Period relating to all or any
portion of the Term Loan at the following rates:

         (a) To the extent that all or any portion of the Term Loan bears
     interest during such Interest Period at the Base Rate, the Term Loan or
     such portion thereof shall bear interest during such Interest Period at the
     Applicable Rate for Term Loans that are Base Rate Loans as in effect from
     time to time.

         (b) To the extent that all or any portion of the Term Loan bears
     interest during such Interest Period at the Eurodollar Rate, the Term Loan
     or such portion thereof shall bear interest during such Interest Period at
     the rate per annum equal to the Applicable Rate for Term Loans that are
     Eurodollar Rate Loans as in effect from time to time.

     The Borrowers jointly and severally promise to pay interest on the Term
Loan or any portion thereof outstanding during each Interest Period in arrears
on each Interest Payment Date applicable to such Interest Period and on the Term
Loan Maturity Date. Any change in the interest rate resulting from a change in
the Base Rate is to be effective at the beginning of the day of such change in
the Base Rate.

         SS.4.6.2. NOTIFICATION BY BORROWERS. The Borrowers shall notify the
AdministrativE Agent, such notice to be irrevocable, at least three (3)
Eurodollar Business Days prior to the Drawdown Date of the Term Loan (or any
portion thereof) if all or any portion of the Term Loan is to bear interest at
the Eurodollar Rate. The provisions of ss.5.11 and ss.5.12 shall apply MUTATIS
MUTANDIS wITh respect to all or any portion of the Term Loan so that the
Borrowers may have the same interest rate options with respect to all or any
portion of the Term Loan as they would be entitled to with respect to Revolving
Credit Loans, PROVIDED, HOWEVER, the Borrowers will have no more than ten (10)
different maturities of Eurodollar Rate Loans (whether a portion of the Term
Loan or Revolving Credit Loans) outstanding at any time. In the event that the
Borrowers fail to give the Administrative Agent notice with respect to the
continuation of any Eurodollar Rate Loan hereunder within three (3) days prior
to the expiration of the Interest Period relating thereto, then such Eurodollar
Rate Loan shall be converted to a Base Rate Loan.

         SS.4.6.3. AMOUNTS, ETC. Any portion of the Term Loan bearing interest
at thE Eurodollar Rate relating to any Interest Period shall be in the amount of
$1,000,000 or an integral thereof. No Interest Period relating to the Term Loan
or any portion thereof bearing interest at the Eurodollar Rate shall extend
beyond the date on which any regularly scheduled installment payment of the
principal of the Term Loan is to be made unless a portion of the Term Loan at
least equal to such installment payment has an Interest Period ending on such
date or is then bearing interest at the Base Rate.


<PAGE>

                                      -33-

       SS.5.  FEES; PAYMENTS; COMPUTATIONS; JOINT AND SEVERAL LIABILITY;
CERTAIN GENERAL PROVISIONS.

         SS.5.1. FEES.

         (a) COMMITMENT FEE. The Borrowers jointly and severally in accordance
     with ss.5.9 agree (tO the fullest extent permitted by law) to pay to the
     Administrative Agent for the benefit of the Revolving Credit Lenders in
     accordance with their respective Commitment Percentages a commitment fee
     (the "COMMITMENT FEE") calculated at the rate per annum equal to the
     Applicable Rate with respect to the Commitment Fee as in effect from time
     to time on the average daily amount during each calendar quarter or portion
     thereof from the Effective Date to the Revolving Credit Maturity Date by
     which the Total Commitment MINUS the sum of the Maximum Drawing Amount and
     all Unpaid Reimbursement Obligations exceeds the outstanding amount of
     Revolving Credit Loans (including Swing Line Loans) during such calendar
     quarter. The Commitment Fee shall be payable quarterly in arrears on the
     first day of each calendar quarter for the immediately preceding calendar
     quarter commencing on the first such date following the date hereof, with a
     final payment on the Revolving Credit Maturity Date or any earlier date on
     which the Commitments shall terminate.

         (b) LETTER OF CREDIT FEES.

         (i) The Borrowers jointly and severally in the case of Letters of
     Credit which are Financial L/Cs agree to pay, at the times specified in
     paragraph (iii) hereof, a fee (a "FINANCIAL L/C FEE") to the Administrative
     Agent for the benefit of the Revolving Credit Lenders, equal to the product
     of (A) the Letter of Credit Percentage MULTIPLIED BY (B) the Maximum
     Drawing Amount of each Financial L/C on the date of calculation, to be
     shared PRO RATA by each of such Lenders in accordance with their respective
     Commitment Percentages.

         (ii) The Borrowers jointly and severally in the case of Performance
     L/Cs agree to pay, at the times specified in paragraph (iii) hereof, a fee
     (a "PERFORMANCE L/C FEE") to the Administrative Agent for the benefit of
     the Revolving Credit Lenders, equal to fifty percent (50%) of the product
     of (A) the Letter of Credit Percentage MULTIPLIED BY (B) the Maximum
     Drawing Amount of each such Letter of Credit on the date of calculation, to
     be shared PRO RATA by each of such Lenders in accordance with their
     respective Commitment Percentages.

         (iii) The Financial L/C Fee and Performance L/C Fee and the Issuance
     Fee (as defined below) shall be payable quarterly in arrears on the first
     day of each calendar quarter for the immediately preceding calendar quarter
     and on the Revolving Credit Maturity Date with respect to the average daily
     Maximum Drawing Amount of Letters of Credit outstanding during such
     calendar quarter or portion thereof. In addition, the Borrowers jointly and
     severally agree to pay an issuing fee to the Issuing Lender for its account
     in an amount equal to one eighth of one percent (0.125%) per annum of the
     Maximum Drawing Amount of each Letter of Credit issued by the Issuing
     Lender, PLUS any customary issuance, amendment, negotiation or document
     examination and other administrative fees of such Issuing Lender in effect
     from time to time (the "ISSUANCE FEE").


<PAGE>

                                      -34-

         (c) The Borrowers shall also pay to the Administrative Agent for its
     own account and/or for the account of the Syndication Agent, the
     Co-Arrangers and the Lenders, such other fees as have been agreed to in
     writing from time to time by the Borrowers and the Agents, each as set
     forth in separate letter agreements between the Borrowers and the Agents.

         SS.5.2. PAYMENTS.

         (a) PAYMENTS TO ADMINISTRATIVE AGENT. All payments of principal,
     interest, Reimbursement Obligations, fees and any other amounts due
     hereunder or under any of the other Loan Documents shall be made to the
     Administrative Agent, for the respective accounts of the applicable Lenders
     ratably in accordance with their respective Loan Percentages, the Issuing
     Lender and the Administrative Agent, to be received at such Administrative
     Agent's Office in immediately available funds by 1:00 p.m. (Boston time) on
     any due date. The Administrative Agent shall promptly distribute such
     amounts to the applicable Lenders.

         (b) NO OFFSET, ETC. All payments by the Borrowers hereunder and under
     any of the other Loan Documents shall be made without setoff or
     counterclaim and free and clear of and without deduction for any taxes,
     levies, imposts, duties, charges, fees, deductions, withholdings,
     compulsory loans, restrictions or conditions of any nature now or hereafter
     imposed or levied by any jurisdiction or any political subdivision thereof
     or taxing or other authority therein unless the Borrowers are compelled by
     law to make such deduction or withholding. Except as otherwise provided in
     this ss.5.2, if any sucH obligation is imposed upon the Borrowers with
     respect to any amount payable by them hereunder or under any of the other
     Loan Documents, the Borrowers will pay to the Administrative Agent for the
     account of the applicable Lenders or (as the case may be) the
     Administrative Agent, on the date on which such amount is due and payable
     hereunder or under such other Loan Document, such additional amount in
     Dollars as shall be necessary to enable the applicable Lenders or the
     Administrative Agent to receive the same net amount which such Lenders or
     the Administrative Agent would have received on such due date had no such
     obligation been imposed upon the Borrowers. The Borrowers will deliver
     promptly to the Lender certificates or other valid vouchers for all taxes
     or other charges deducted from or paid with respect to payments made by the
     Borrowers hereunder or under such other Loan Document.

         (c) NON-U.S. LENDERS. Each Lender that is not a U.S. Person as defined
     in Section 7701(a)(30) of the Code for federal income tax purposes (a
     "NON-U.S. LENDER") agrees that, if and to the extent it is legally able to
     do so, it shall, prior to the first date on which any payment is due to it
     hereunder, deliver to the Borrowers and the Administrative Agent such
     certificates, documents or other evidence, as and when required by the Code
     or Treasury Regulations issued pursuant thereto, including, (a) in the case
     of a Non-U.S. Lender that is a "bank" for purposes of Section 881(c)(3)(A)
     of the Code, two (2) duly completed copies of Internal Revenue Service Form
     W-8BEN or W-8ECI or successor applicable form, as the case may be, and any
     other certificate or statement of exemption required by Treasury
     Regulations, establishing that, with respect to payments of principal,
     interest or fees hereunder, such Non-U.S. Lender is (i) not subject to
     United States federal withholding tax under the Code because such payment
     is effectively connected with the conduct by such Non-U.S. Lender of a
     trade or business in the United States or (ii) totally exempt or partially
     exempt from United States federal withholding tax under a provision of an
     applicable tax treaty and (b) in the case of a Non-U.S.


<PAGE>

                                      -35-

     Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the
     Code, a certificate in form and substance reasonably satisfactory to the
     Administrative Agent and the Borrowers and to the effect that (i) such
     Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the
     Code, is not subject to regulatory or other legal requirements as a bank in
     any jurisdiction, and has not been treated as a bank for purposes of any
     tax, securities law or other filing or submission made to any governmental
     authority, any application made to a rating agency or qualification for any
     exemption from any tax, securities law or other legal requirements, (ii) is
     not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of
     the Code and (iii) is not a controlled foreign corporation receiving
     interest from a related person for purposes of Section 881(c)(3)(C) of the
     Code, together with a properly completed Internal Revenue Service Form W-8
     or W-9, as applicable (or successor forms). Each Lender agrees that it
     shall, promptly upon a change of its lending office or the selection of any
     additional lending office, to the extent the forms previously delivered by
     it pursuant to this section are no longer effective, and promptly upon the
     Borrowers' or the Administrative Agent's reasonable request after the
     occurrence of any other event (including the passage of time) requiring the
     delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or
     in replacement of the forms previously delivered, deliver to the Borrowers
     and the Administrative Agent, as applicable, if and to the extent it is
     properly entitled to do so, a properly completed and executed Form W-8BEN,
     Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms
     thereto).

         (d) The Borrowers shall not be required to pay any additional amounts
     to any Non-U.S. Lender in respect of United States federal withholding tax
     pursuant to ss.5.2(b) to the extent that (i) the obligation to withhold
     such amounts existed on the date such Non-U.S. Lender became a party to
     this Credit Agreement or, with respect to payments to a different lending
     office designated by the Non-U.S. Lender as its applicable lending office,
     the date such Non-U.S. Lender designated such new lending office with
     respect to a Loan; or (ii) the obligation to pay such additional amounts
     would not have arisen but for a failure by such Non-U.S. Lender to comply
     with the provisions of paragraph (c) above.

         (e) In the event that the Borrowers are required to make such deduction
     or withholding as a result of the fact that a Lender is a Non-U.S. Lender,
     such Lender shall use its reasonable best efforts to transfer its Loans to
     an affiliate that is a U.S. Lender if such transfer would have no adverse
     effect on such Lender or the Loans.

         SS.5.3. COMPUTATIONS. Except as otherwise expressly provided herein,
all computations of interest, Commitment Fees, Financial L/C Fees, Performance
L/C Fees or other fees shall be based on a 360-day year and paid for the actual
number of days elapsed. Computations of the interest on Base Rate Loans shall be
based on a 365/366- day year and paid for the actual number of days elapsed.
Whenever a payment hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue during
such extension.

         SS.5.4. CAPITAL ADEQUACY. If any Lender or the Administrative Agent
shall have determined that, after the date hereof, (a) the adoption of, or
change in, any law, rule, regulation, policy, guideline or directive (whether or
not having the force of law) regarding capital requirements for banks or bank
holding companies or any change in the interpretation or, application or
administration thereof by any governmental authority, central bank or comparable


<PAGE>

                                      -36-

agency with appropriate jurisdiction, or (b) compliance by such Lender or the
Administrative Agent or any corporation controlling such Lender or the
Administrative Agent with any law, governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) of any such
entity regarding capital adequacy, in either case, has or would have the effect
of reducing the rate of return on such Lender's or the Administrative Agent's
commitment with respect to any Loans to a level below that which such Lender or
the Administrative Agent could have achieved but for such adoption, change, or
compliance (taking into consideration such Lender's or the Administrative
Agent's then existing policies with respect to capital adequacy and assuming
full utilization of such entity's capital) by any amount deemed by such Lender
or (as the case may be) the Administrative Agent to be material, then the
Borrowers shall, within thirty (30) days after being presented with a
certificate in accordance with ss.5.5, pay such Lender or (as the case maY be)
the Administrative Agent such additional amount or amounts as will, in such
Lender's or (as the case may be) the Administrative Agent's reasonable
determination, fairly compensate such Lender or the Administrative Agent for
such reduction in the return on capital. Each Lender shall allocate such cost
increases among its customers in good faith and on an equitable basis.

         SS.5.5. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to ss.5.4 or ss.5.8 and a reasonable explanation of such
amounts which are due, submitted by any Lender Or the Administrative Agent to
the Borrowers, shall be conclusive, absent manifest error, that such amounts are
due and owing.

         SS.5.6. INTEREST AFTER DEFAULT. Overdue principal and (to the extent
permitted by applicable law) interest on the Loans and all other overdue amounts
payable hereunder or under any of the other Loan Documents shall bear interest
compounded monthly and payable on demand at a rate per annum equal to two
percent (2.00%) above the rate of interest otherwise applicable to such Loans
until such overdue amounts shall be paid in full (after as well as before
judgment).

         SS.5.7. INTEREST LIMITATION. Notwithstanding any other term of this
Credit Agreement or the Notes, any other Loan Document or any other document
referred to herein or therein, the maximum amount of interest which may be
charged to or collected from any Person liable hereunder or under the Notes by
any Lender shall be absolutely limited to, and shall in no event exceed, the
maximum amount of interest which could lawfully be charged or collected by such
Lender under applicable laws (including, to the extent applicable, the
provisions of ss.5197 of the Revised Statutes of the United States of America,
as amended, 12 U.S.C. ss.85).

         SS.5.8. ADDITIONAL COSTS, ETC. If any present or future applicable law,
which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender, the Issuing Lender or the Administrative Agent
by any central bank or other fiscal, monetary or other authority (whether or not
having the force of law), shall:

         (a) impose on any Lender, the Issuing Lender or the Administrative
     Agent any tax, levy, impost, duty, charge, fees, deduction or withholdings
     of any nature or requirements with respect to this Credit Agreement, the
     other Loan Documents, the Loans, such Lender's Commitment, the Letters of
     Credit or any class of loans or commitments or letters of credit of which
     any of the Loans, the Commitment or the


<PAGE>

                                      -37-

     Letters of Credit forms a part (other than taxes based upon or measured by
     the income or profits of such Lender, the Issuing Lender or the
     Administrative Agent), or

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

         (c) impose or increase or render applicable (other than to the extent
     specifically provided for elsewhere in this Credit Agreement) any special
     deposit, reserve, assessment, liquidity, capital adequacy or other similar
     requirements (whether or not having the force of law) against assets held
     by, or deposits in or for the account of, or loans by, or letters of credit
     issued by, or commitments of an office of any Lender or the Issuing Lender,
     or

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

         (e) to increase the cost to any Lender or the Issuing Lender of making,
     funding, issuing, renewing, extending or maintaining the Loans, such
     Lender's Commitment or any Letters of Credit; or

         (f) to reduce the amount of principal, interest, Reimbursement
     Obligation, fees or other amount payable to such Lender, the Issuing Lender
     or the Administrative Agent hereunder on account of such Lender's
     Commitment, the Loans, or drawings under the Letters of Credit, or

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

     then, and in each such case, the Borrowers will, upon demand made by such
Lender, the Issuing Lender or (as the case may be) the Administrative Agent at
any time and from time to time and as often as the occasion therefor may arise,
pay to such Lender, the Issuing Lender or the Administrative Agent such
additional amounts as will be sufficient to compensate such Lender, the Issuing
Lender or the Administrative Agent for such additional cost, reduction, payment
or foregone interest or Reimbursement Obligation or other sum (after such
Lender, the Issuing Lender or (as the case may be) the Administrative Agent
shall have allocated the same fairly and equitably among all customers of any
class generally affected thereby).

         SS.5.9. CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

         (a) Each of the Borrowers is accepting joint and several liability for
     all of the Obligations hereunder and under the other Loan Documents in
     consideration of the financial accommodations to be provided by the Agents,
     the Issuing Lender and the


<PAGE>

                                      -38-

     Lenders under this Credit Agreement, for the mutual benefit, directly and
     indirectly, of each of the Borrowers and in consideration of the
     undertakings of each other Borrower to accept joint and several liability
     for the Obligations of the Borrowers.

         (b) Each of the Borrowers, jointly and severally, hereby irrevocably
     and unconditionally accepts, not merely as a surety but also as a
     co-debtor, joint and several liability with the other Borrowers with
     respect to the payment and performance of all of the Obligations of the
     Borrowers (including, without limitation, any Obligations arising under
     this ss.5.9), it being the intention of thE parties hereto that all of the
     Obligations shall be the joint and several obligations of each of the
     Borrowers without preferences or distinction among them.

         (c) If and to the extent that any of the Borrowers shall fail to make
     any payment with respect to any of the Obligations as and when due or to
     perform any of the Obligations in accordance with the terms thereof, then
     in each such event the other Borrowers will make such payment with respect
     to, or perform, such Obligation.

         (d) The Obligations of each of the Borrowers under the provisions of
     this ss.5.9 constitutE full recourse obligations of each such Borrower
     enforceable against each such Borrower to the full extent of its properties
     and assets, to the fullest extent permitted by applicable law, irrespective
     of the validity, regularity or enforceability of this Credit Agreement
     against any other Borrower or any other circumstance whatsoever.

         (e) Except as otherwise expressly provided in this Credit Agreement,
     each of the Borrowers, to the fullest extent permitted by applicable law,
     hereby waives notice of acceptance of its joint and several liability,
     notice of any Loans made under this Credit Agreement, notice of any action
     at any time taken or omitted by the Agents, the Issuing Lender or the
     Lenders under or in respect of any of the Obligations, and, generally, to
     the extent permitted by applicable law, all demands, notices and other
     formalities of every kind in connection with this Credit Agreement. Each
     Borrower, to the fullest extent permitted by applicable law, hereby waives
     all defenses which may be available by virtue of any valuation, stay,
     moratorium law or other similar law now or hereafter in effect, any right
     to require the marshaling of assets of the Borrowers and any other entity
     or Person primarily or secondarily liable with respect to any of the
     Obligations, and all suretyship defenses generally. Each of the Borrowers,
     to the fullest extent permitted by applicable law, hereby assents to, and
     waives notice of, any extension or postponement of the time for the payment
     of any of the Obligations, the acceptance of any payment of any of the
     Obligations, the acceptance of any partial payment thereon, any waiver,
     consent or other action or acquiescence by the Lenders, the Agents or the
     Issuing Lender at any time or times in respect of any default by any of the
     Borrowers in the performance or satisfaction of any term, covenant,
     condition or provision of this Credit Agreement, any and all other
     indulgences whatsoever by the Lenders, the Agents or the Issuing Lender in
     respect of any of the Obligations, and the taking, addition, substitution
     or release, in whole or in part, at any time or times, of any security for
     any of the Obligations or the addition, substitution or release, in whole
     or in part, of any of the Borrowers. Without limiting the generality of the
     foregoing, to the fullest extent permitted by law, each of the Borrowers
     assents to any other action or delay in acting or failure to act on the
     part of the Lenders, the Agents or the Issuing Lender with respect to the
     failure by any of the Borrowers to comply with any of its respective
     Obligations including, without limitation, any failure strictly or
     diligently to assert any right or to pursue any remedy or to comply fully
     with applicable laws or regulations thereunder, which might, but for the
     provisions of this


<PAGE>

                                      -39-

     ss.5.9, afford grounds for terminating, discharging or relieving any of the
     Borrowers, in whole or in part, from any of its Obligations under this
     ss.5.9, it being the intention of each of the Borrowers that, so long as
     any of the ObligationS hereunder remain unsatisfied, the Obligations of
     such Borrowers under this ss.5.9 shall not be dischargeD except by
     performance and then only to the extent of such performance. The
     Obligations of each of the Borrowers under this ss.5.9 shall not be
     diminished or rendered unenforceable by any winding up, reorganization,
     arrangement, liquidation, re-construction or similar proceeding with
     respect to any of the Borrowers, the Agents, the Issuing Lender or the
     Lenders. The joint and several liability of the Borrowers hereunder shall
     continue in full force and effect notwithstanding any absorption, merger,
     amalgamation or any other change whatsoever in the name, membership,
     constitution or place of formation of any of the Borrowers, the Agents, the
     Issuing Lender or the Lenders.

         (f) To the extent any Borrower makes a payment hereunder in excess of
     the aggregate amount of the benefit received by such Borrower in respect of
     the extensions of credit under the Credit Agreement (the "BENEFIT AMOUNT"),
     then such Borrower, after the payment in full, in cash, of all of the
     Obligations, shall be entitled to recover from each other Borrower such
     excess payment, PRO RATA, in accordance with the ratio of the Benefit
     Amount received by each such other Borrower to the total Benefit Amount
     received by all Borrowers, and the right to such recovery shall be deemed
     to be an asset and property of such Borrower so funding; PROVIDED, that
     each of the Borrowers hereby agrees that it will not enforce any of its
     rights of contribution or subrogation against the other Borrowers with
     respect to any liability incurred by it hereunder or under any of the other
     Loan Documents, any payments made by it to any of the Lenders or the
     Administrative Agent with respect to any of the Obligations or any
     collateral security therefor until such time as all of the Obligations have
     been irrevocably paid in full in cash. Any claim which any Borrower may
     have against any other Borrower with respect to any payments to the Lenders
     or the Administrative Agent hereunder or under any other Loan Document are
     hereby expressly made subordinate and junior in right of payment, without
     limitation as to any increases in the Obligations arising hereunder or
     thereunder, to the prior payment in full of the Obligations and, in the
     event of any insolvency, bankruptcy, receivership, liquidation,
     reorganization or other similar proceeding under the laws of any
     jurisdiction relating to any Borrower, its debts or its assets, whether
     voluntary or involuntary, all such Obligations shall be paid in full before
     any payment or distribution of any character, whether in cash, securities
     or other property, shall be made to any other Borrower therefor.

         (g) Each of the Borrowers hereby agrees that it will not enforce any of
     its rights of contribution or subrogation against the other Borrowers with
     respect to any liability incurred by it hereunder or under any of the other
     Loan Documents, any payments made by it to any of the Lenders, the Issuing
     Lender or either Agent with respect to any of the Obligations or any
     collateral security therefor until such time as all of the Obligations have
     been irrevocably paid in full in cash. Any claim which any Borrower may
     have against any other Borrower with respect to any payments to the
     Lenders, the Issuing Lender or either Agent hereunder or under any other
     Loan Document are hereby expressly made subordinate and junior in right of
     payment, without limitation as to any increases in the Obligations arising
     hereunder or thereunder, to the prior payment in full of the Obligations
     and, in the event of any insolvency, bankruptcy, receivership, liquidation,
     reorganization or other similar proceeding under the laws of any
     jurisdiction relating to any Borrower, its debts or its assets, whether
     voluntary or involuntary, all such Obligations shall be paid in full before
     any payment or distribution of any character, whether in cash, securities
     or other property, shall be made to any other Borrower therefor.


<PAGE>

                                      -40-

         (h) Each of Borrowers hereby agrees that the payment of any amounts due
     with respect to the Indebtedness owing by any Borrower to any other
     Borrower is hereby subordinated to the prior payment in full in cash of the
     Obligations. Each Borrower hereby agrees that after the occurrences and
     during the continuance of any Default or Event of Default, such Borrower
     will not demand, sue for or otherwise attempt to collect any Indebtedness
     of any other Borrower owing to such Borrower until the Obligations shall
     have been paid in full in cash. If, notwithstanding the foregoing sentence,
     such Borrower shall collect, enforce or receive any amounts in respect of
     such Indebtedness before payment in full in cash of the Obligations, such
     amounts shall be collected, enforced, received by such Borrower as trustee
     for the Administrative Agent and be paid over to the Administrative Agent
     for the PRO RATA accounts of the relevant Lenders (in accordance with each
     such Lender's Loan Percentage) to be applied to repay (or be held as
     security for the repayment of) the Obligations.

         (i) The provisions of this ss.5.9 are made for the benefit of the
     Agents, the Issuing LendeR and the Lenders and their successors and
     assigns, and may be enforced in good faith by them from time to time
     against any or all of the Borrowers as often as the occasion therefor may
     arise and without requirement on the part of the Agents, the Issuing Lender
     or the Lenders first to marshal any of their claims or to exercise any of
     their rights against any other Borrower or to exhaust any remedies
     available to them against any other Borrower or to resort to any other
     source or means of obtaining payment of any of the Obligations hereunder or
     to elect any other remedy. The provisions of this ss.5.9 shall remain in
     effect until all of the Obligations shall have been paid in full or
     otherwise fully satisfied. If at any time, any payment, or any part
     thereof, made in respect of any of the Obligations, is rescinded or must
     otherwise be restored or returned by the Agents, the Issuing Lender or the
     Lenders upon the insolvency, bankruptcy or reorganization of any of the
     Borrowers or is repaid in good faith settlement of a pending or threatened
     avoidance claim, or otherwise, the provisions of this ss.5.9 wilL forthwith
     be reinstated in effect, as though such payment had not been made.

         (j) Each of the Borrowers hereby appoints the Parent, and the Parent
     hereby agrees, to act as its representative and authorized signor with
     respect to any notices, demands, communications or requests under this
     Credit Agreement or the other Loan Documents, including, without
     limitation, with respect to Loan and Letter of Credit Requests and
     Compliance Certificates and pursuant to ss.21 of thiS Credit Agreement.

         (k) It is the intention and agreement of the Borrowers and the Lenders
     that the obligations of the Borrowers under this Credit Agreement shall be
     valid and enforceable against the Borrower to the maximum extent permitted
     by applicable law. Accordingly, if any provision of this Credit Agreement
     creating any obligation of the Borrowers in favor of the Lenders shall be
     declared to be invalid or unenforceable in any respect or to any extent, it
     is the stated intention and agreement of the Borrowers and the Lenders that
     any balance of the obligation created by such provision and all other
     obligations of the Borrowers to the Lenders created by other provisions of
     this Credit Agreement shall remain valid and enforceable. Likewise, if by
     final order a court of competent jurisdiction shall declare any sums which
     the Lenders may be otherwise entitled to collect from the Borrowers under
     this Credit Agreement to be in excess of those permitted under any law
     (including any federal or state fraudulent conveyance or like statute or
     rule of law) applicable to the Borrower's obligations under this Credit
     Agreement, it is the stated intention and agreement of the Borrowers and
     the Lenders that all sums not in excess of


<PAGE>

                                      -41-

     those permitted under such applicable law shall remain fully collectible by
     the Lenders from the Borrowers.

     SS.5.10. CURRENCY OF ACCOUNT. All of the Loans and Letters of Credit
hereunder shall be denominated and payable in Dollars. If, for the purpose of
obtaining judgment in any court it is necessary to convert a sum due hereunder
in one currency (the "FIRST CURRENCY") into any other currency (the "SECOND
CURRENCY") the conversion shall be made at the Spot Rate of exchange of the
Administrative Agent (as conclusively determined by such Administrative Agent
absent manifest error) on the Business Day preceding the day on which the final
judgment is given. If, however, on the Business Day following receipt by the
Administrative Agent in the second currency of any sum adjudged to be due
hereunder (or any proportion thereof) the Administrative Agent purchases the
first currency with the amount of the second currency so received and the first
currency so purchased falls short of the sum originally due hereunder in the
first currency (or the same proportion thereof) the Borrowers, shall, as a
separate obligation and notwithstanding any judgment, pay to the Administrative
Agent in the first currency an amount equal to such shortfall.

     SS.5.11. ELECTION OF EURODOLLAR RATE; NOTICE OF ELECTION; INTEREST PERIODS;
MINIMUM AMOUNTS.

         (a) At the Borrowers' option, so long as no Default or Event of Default
     has occurred and is then continuing, the Borrowers may (i) elect to convert
     any Base Rate Loan or a portion thereof to a Eurodollar Rate Loan, (ii) at
     the time of any Loan and Letter of Credit Request, specify that such
     requested Loan shall be a Eurodollar Rate Loan, or (iii) upon expiration of
     the applicable Interest Period, elect to maintain an existing Eurodollar
     Rate Loan as such, PROVIDED that the Borrowers give notice to the
     Administrative Agent pursuant to ss.5.11(b) hereof. Upon determining any
     Eurodollar Rate, the Administrative Agent shall forthwith provide notice
     thereof to the Borrowers and each Lender, and each such notice to the
     Borrowers shall be considered PRIMA FACIE correct and binding, absent
     manifest error.

         (b) Three (3) Eurodollar Business Days prior to the making of any
     Eurodollar Rate Loan or the conversion of any Base Rate Loan to a
     Eurodollar Rate Loan, or, in the case of an outstanding Eurodollar Rate
     Loan, the expiration date of the applicable Interest Period, the Borrowers
     shall give written, telex or telecopy notice received by the Administrative
     Agent not later than 11:00 a.m. (Boston time) of their election pursuant to
     ss.5.11(a). Each such notice delivered to the Administrative AgenT shall
     specify the aggregate principal amount of the Loans to be borrowed or
     maintained as or converted to Eurodollar Rate Loans and the requested
     duration of the Interest Period that will be applicable to such Eurodollar
     Rate Loan, and such notice shall be irrevocable and binding upon the
     Borrowers. If the Borrowers shall fail to give the Administrative Agent
     notice of their election hereunder together with all of the other
     information required by this ss.5.11(b) with respect to any Loan, whether
     at the end oF an Interest Period or otherwise, such Loan shall be deemed a
     Base Rate Loan, and, if such Loan is an existing Eurodollar Rate Loan,
     shall be automatically converted to a Base Rate Loan on the last day of the
     Interest Period relating thereto. No Eurodollar Rate Loan may be continued
     as such when any Default or Event of Default has occurred and is
     continuing, but shall be automatically converted to a Base Rate Loan on the
     last day of the Interest Period relating thereto. The Administrative Agent
     shall promptly notify the Lenders in


<PAGE>

                                      -42-

     writing (or by telephone confirmed in writing or by telecopy) of such
     election by the Borrowers hereunder.

         (c) Notwithstanding anything herein to the contrary, the Borrowers may
     not specify an Interest Period that would extend beyond the Revolving
     Credit Maturity Date, in the case of Revolving Credit Loans, or the Term
     Loan Maturity Date, in the case of Term Loans.

         (d) In no event shall the Borrowers have more than ten (10) different
     maturities of borrowings of Eurodollar Rate Loans outstanding at any time.

     SS.5.12. EURODOLLAR INDEMNITY. The Borrowers agree to indemnify the Lenders
and the Administrative Agent and to hold them harmless from and against any
reasonable loss, cost or expense (including loss of anticipated profits) that
the Lenders and the Administrative Agent may sustain or incur as a consequence
of (a) default by the Borrowers in payment of the principal amount of or any
interest on any Eurodollar Rate Loans as and when due and payable, including any
such loss or expense arising from interest or fees payable by any Lender or the
Administrative Agent to lenders of funds obtained by it in order to maintain its
Eurodollar Rate Loans, (b) default by the Borrowers in making a borrowing or
conversion after the Borrowers have given (or are deemed to have given) notice
pursuant to ss.2.6 or ss.5.11 and (c) the making of any payment of a Eurodollar
RAte Loan or the making of any conversion of any such Eurodollar Rate Loan to a
Base Rate Loan on a day that is not the last day of the applicable Interest
Period with respect thereto, including interest or fees payable by such Lender
to lenders of funds obtained by it in order to maintain any such Loans or upon a
transfer of interest in Eurodollar Rate Loans to an Acceding Lender pursuant to
ss.19(g).

     SS.5.13. ILLEGALITY; INABILITY TO DETERMINE EURODOLLAR RATE.
Notwithstanding any other provision of this Credit Agreement if (a) any present
or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Rate Loans, or (b) if any Lender or the Administrative Agent, as
applicable shall reasonably determine with respect to Eurodollar Rate Loans that
(i) by reason of circumstances affecting any Eurodollar interbank market,
adequate and reasonable methods do not exist for ascertaining the Eurodollar
Rate which would otherwise be applicable during any Interest Period, or (ii)
deposits of Dollars in the relevant amount for the relevant Interest Period are
not available to such Lender or the Administrative Agent in any Eurodollar
interbank market, or (iii) the Eurodollar Rate does not or will not accurately
reflect the cost to such Lender or the Administrative Agent of obtaining or
maintaining the applicable Eurodollar Rate Loans during any Interest Period,
then such Lender or the Administrative Agent shall promptly give telephonic,
telex or cable notice of such determination to the Borrowers (which notice shall
be conclusive and binding upon the Borrowers). Upon such notification by such
Lender or the Administrative Agent, the obligation of the Lenders and the
Administrative Agent to make Eurodollar Rate Loans shall be suspended until the
Lenders or the Administrative Agent, as the case may be, determine that such
circumstances no longer exist, and to the extent permitted by law the
outstanding Eurodollar Rate Loans shall continue to bear interest at the
applicable rate based on the Eurodollar Rate until the end of the applicable
Interest Period, and thereafter shall be deemed converted to Base Rate Loans in
equal principal amounts of such former Eurodollar Rate Loans. The Borrowers
hereby agree promptly to pay to the Administrative Agent, for the account of the
applicable Lenders or (as the case may be) the Administrative Agent, upon demand
by such Lenders or the Administrative Agent, any additional amounts necessary to
compensate such Lenders for any costs incurred in making any conversion in
accordance with this ss.5.13, including any interest or fees payable by such
Lenders or the


<PAGE>

                                      -43-

Administrative Agent to lenders of funds obtained in order to make or maintain
its Eurodollar Rate Loans hereunder.

     SS.6. REPRESENTATIONS AND WARRANTIES. The Borrowers jointly and severally
represent and warrant to thE Lenders, the Issuing Lender and the Agents that, on
and as of the date of this Credit Agreement (any disclosure on a schedule
pursuant to this ss.6 shall be deemed to apply to all relevant representations
and warranties, regardless of whether such schedule is referenced in each
relevant representation):

         SS.6.1. CORPORATE AUTHORITY.

         (a) INCORPORATION; GOOD STANDING. Each of the Borrowers (i) is a
     corporation (or similar business entity) duly organized, validly existing
     and in good standing or in current status under the laws of its respective
     jurisdiction of organization, (ii) has all requisite corporate (or the
     equivalent company or partnership) power to own its property and conduct
     its business as now conducted and as presently contemplated, and (iii) is
     in good standing as a foreign corporation (or similar business entity) and
     is duly authorized to do business in each jurisdiction in which its
     property or business as presently conducted or contemplated makes such
     qualification necessary except where a failure to be so qualified would not
     have a material adverse effect on the business, assets or financial
     condition of such Borrower.

         (b) AUTHORIZATION. The execution, delivery and performance of the Loan
     Documents and the transactions contemplated hereby and thereby (i) are
     within the corporate (or the equivalent company or partnership) authority
     of each of the Borrowers, (ii) have been duly authorized by all necessary
     corporate (or other) proceedings, (iii) do not conflict with or result in
     any material breach or contravention of any provision of law, statute, rule
     or regulation to which any of the Borrowers is subject or any judgment,
     order, writ, injunction, license or permit applicable to any of the
     Borrowers so as to materially adversely affect the assets, business or any
     activity of the Borrowers, and (iv) do not conflict with any provision of
     the corporate charter, articles or bylaws (or equivalent other company or
     partnership documents) of the Borrowers or any agreement or other
     instrument binding upon the Borrowers, including, without limitation, the
     Indenture.

         (c) ENFORCEABILITY. The execution, delivery and performance of the Loan
     Documents will result in valid and legally binding obligations of the
     Borrowers enforceable against each in accordance with the respective terms
     and provisions hereof and thereof, except as enforceability is limited by
     bankruptcy, insolvency, reorganization, moratorium or other laws relating
     to or affecting generally the enforcement of creditors' rights and except
     to the extent that availability of the remedy of specific performance or
     injunctive relief or other equitable remedy is subject to the discretion of
     the court before which any proceeding therefor may be brought.

         SS.6.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance
by the Borrowers of the Loan Documents and the transactions contemplated hereby
and thereby do not require any approval or consent of, or filing with, any
governmental agency or authority other than those already obtained.

         SS.6.3. TITLE TO PROPERTIES; LEASES. The Borrowers own all of the
assets reflected in the consolidated balance sheets as at the Balance Sheet Date
or acquired since that


<PAGE>

                                      -44-

date (except property and assets sold or otherwise disposed of in the ordinary
course of business since that date), subject to no mortgages, Capitalized
Leases, conditional sales agreements, title retention agreements, liens or other
encumbrances except Permitted Liens.

     SS.6.4. FINANCIAL STATEMENTS; SOLVENCY.

         (a) FINANCIAL STATEMENTS. There has been furnished to the Lenders (i)
     consolidated balance sheets of the Parent and its Subsidiaries dated the
     Balance Sheet Date and consolidated statements of operations for the fiscal
     year then ended, certified by Pricewaterhouse Coopers LLP or an independent
     accounting firm of national standing acceptable to the Lenders (the
     "ACCOUNTANTS"). Said balance sheets and statements of operations have been
     prepared in accordance with GAAP, fairly present in all material respects
     the financial condition of the Parent and its Subsidiaries, on a
     consolidated basis as at the close of business on the date thereof and the
     results of operations for the period then ended. There are no contingent
     liabilities of the Borrowers as of such dates involving material amounts,
     known to the officers of the Borrowers which have not been disclosed in
     said balance sheets and the related notes thereto, as the case may be.

         (b) SOLVENCY. The Borrowers (both before and after giving effect to the
     transactions contemplated by this Credit Agreement, including the issuance
     of the Senior Subordinated Debt) are and will be solvent (i.e., they have
     assets having a fair value in excess of the amount required to pay their
     probable liabilities on their existing debts as they become absolute and
     matured) and have, and expect to have, the ability to pay their debts from
     time to time incurred in connection therewith as such debts mature.

     SS.6.5. NO MATERIAL CHANGES, ETC. Since the Balance Sheet Date there have
occurred no material adverse changes in the financial condition or business of
the Borrowers as shown on or reflected in the consolidated balance sheet of the
Borrowers as at the Balance Sheet Date or the consolidated statements of income
for the periods then ended other than changes in the ordinary course of business
which have not had a material adverse effect either individually or in the
aggregate on the business or financial condition of the Borrowers. Since the
Balance Sheet Date there has not been any Restricted Payment.

     SS.6.6. PERMITS, FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the
Borrowers possesses all material franchises, patents, copyrights, trademarks,
trade names, licenses and permits, and rights in respect of the foregoing,
adequate for the conduct of its business substantially as now conducted without
known conflict with any rights of others.

     SS.6.7. LITIGATION. Except as shown on SCHEDULES 6.7 and 6.16 hereto, there
are no actions, suits, proceedings or investigations of any kind pending or, to
the knowledge of the Borrowers, threatened against any Borrower before any
court, tribunal or administrative agency or board which, if adversely
determined, might, either in any case or in the aggregate materially adversely
affect the properties, assets, financial condition or business of the Borrowers,
considered as a whole, or materially impair the right of the Borrowers,
considered as a whole, to carry on business substantially as now conducted, or
result in any substantial liability not adequately covered by insurance, or for
which adequate reserves are not maintained on the consolidated balance sheet or
which question the validity of any of the Loan Documents, or any action taken or
to be taken pursuant hereto or thereto and none of the scheduled matters
individually or in the aggregate could reasonably be expected to have a material
adverse effect on the properties, assets, financial condition or business of the
Borrowers as a whole.


<PAGE>

                                      -45-

     SS.6.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. None of the Borrowers is
subject to any charter, corporate or other legal restriction, or any judgment,
decree, order, rule or regulation which in the judgment of the Borrowers'
officers has or is expected in the future to have a materially adverse effect on
the business, assets or financial condition of the Borrowers as a whole. None of
the Borrowers is a party to any contract or agreement which in the judgment of
the Borrowers' officers has or is expected to have any materially adverse effect
on the business of the Borrowers as a whole, except as otherwise reflected in
adequate reserves.

     SS.6.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. None of the Borrowers
is violating any provision of its charter documents or by-laws (or equivalent
company documents) or any agreement or instrument by which any of them may be
subject or by which any of them or any of their properties may be bound or any
decree, order, judgment, or any statute, license, rule or regulation, in a
manner which could result in the imposition of substantial penalties or
materially and adversely affect the financial condition, properties or business
of any of the Borrowers.

     SS.6.10. TAX STATUS. The Borrowers have made or filed all United States
federal and state income and all Canadian federal and provincial or territorial
income, as applicable, and all other tax returns, reports and declarations
required by any jurisdiction to which any of them are subject (unless and only
to the extent that any Borrower has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes); and have paid all
taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith; and have set aside on their books
provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply
to the extent required in accordance with GAAP. All tax returns, report and
declarations required by any jurisdiction accurately disclose (except for
discrepancies which are not material) the amount of tax payable by the Borrowers
in the relevant jurisdiction except for the amounts being contested in good
faith by the Borrowers. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Borrowers know of no basis for any such claim.

     SS.6.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred
and is continuing.

     SS.6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the Borrowers
is a "holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company", as such terms are defined in the Public
Utility Holding Company Act of 1935; nor is any of them an "investment company",
or an "affiliated company" or a "principal underwriter" of an "investment
company", as such terms are defined in the Investment Company Act of 1940, as
amended.

     SS.6.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens and as set forth on SCHEDULE 8.2(F) hereto, there is no
effective financing statement, security agreement, chattel mortgage, real estate
mortgage or other document filed or recorded with any filing records, registry,
or other public office, which covers, affects or gives notice of any present or
possible future lien on, or security interest in, any assets or property of any
of the Borrowers or rights thereunder.

     SS.6.14. EMPLOYEE BENEFIT PLANS.


<PAGE>

                                      -46-

         (a) IN GENERAL. Each Employee Benefit Plan and each Guaranteed Pension
     Plan has been maintained and operated in compliance in all material
     respects with the provisions of ERISA and, to the extent applicable, the
     Code, including but not limited to the provisions thereunder respecting
     prohibited transactions and the bonding of fiduciaries and other Persons
     handling plan funds as required by ss.412 of ERISA. Each Borrower has
     heretofore delivered to the Administrative Agent the most recentlY
     completed annual report, Form 5500, with all required attachments, and
     actuarial statement required to be submitted under ss.103(d) of ERISA, with
     respect to each Guaranteed Pension Plan.

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

         (c) GUARANTEED PENSION PLANS. Each contribution required to be made to
     a Guaranteed Pension Plan, whether required to be made to avoid the
     incurrence of an accumulated funding deficiency, the notice or lien
     provisions of ss.302(f) of ERISA, or otherwise, has been timely made. No
     waiver of aN accumulated funding deficiency or extension of amortization
     periods has been received with respect to any Guaranteed Pension Plan, and
     no Borrower nor any ERISA Affiliate is obligated to or has posted security
     in connection with an amendment to a Guaranteed Pension Plan pursuant to
     ss.307 of ERISA oR ss.401(a)(29) of the Code. No liability to the PBGC
     (other than required insurance premiums, all of whicH have been paid) has
     been incurred by any Borrower or any ERISA Affiliate with respect to any
     Guaranteed Pension Plan and there has not been any ERISA Reportable Event
     (other than an ERISA Reportable Event as to which the requirement of 30
     days notice has been waived), or any other event or condition which
     presents a material risk of termination of any Guaranteed Pension Plan by
     the PBGC. Based on the latest valuation of each Guaranteed Pension Plan
     (which in each case occurred within twelve months of the date of this
     representation), and on the actuarial methods and assumptions employed for
     that valuation, the aggregate benefit liabilities of all such Guaranteed
     Pension Plans within the meaning of ss.4001 of ERISA did not exceed the
     aggregate value of the assets of all such Guaranteed Pension Plans,
     disregarding for this purpose the benefit liabilities and assets of any
     Guaranteed Pension Plan with assets in excess of benefit liabilities.

         (d) MULTIEMPLOYER PLANS. No Borrower nor any ERISA Affiliate has
     incurred any material liability (including secondary liability) to any
     Multiemployer Plan as a result of a complete or partial withdrawal from
     such Multiemployer Plan under ss.4201 of ERISA or as a result of a sale of
     assetS described in ss.4204 of ERISA. No Borrower nor any ERISA Affiliate
     has been notified that anY Multiemployer Plan is in reorganization or
     insolvent under and within the meaning of ss.4241 or ss.4245 of ERISA or is
     at risk of entering reorganization or becoming insolvent, or that any
     Multiemployer Plan intends to terminate or has been terminated under
     ss.4041A of ERISA.

     SS.6.15. USE OF PROCEEDS. The proceeds of the Loans shall be used (a) to
refinance the existing Indebtedness of the Borrowers under the Existing Credit
Agreement, (b) to fund Permitted Acquisitions, (c) for Capital Expenditures and
(d) for working capital and other


<PAGE>

                                      -47-

general corporate purposes. No proceeds of the Loans are to be used, and no
portion of any Letter of Credit is to be obtained, in any way that will violate
Regulations U or X of the Board of Governors of the Federal Reserve System. The
Borrowers will obtain Letters of Credit solely for general corporate purposes.

     SS.6.16. ENVIRONMENTAL COMPLIANCE. The Borrowers have taken all necessary
steps to investigate the past and present condition and usage of the Real
Properties and the operations conducted thereon and, based upon such diligent
investigation, have determined that, except as shown on SCHEDULE 6.16:

         (a) none of the Borrowers or Excluded Subsidiaries, nor any operator of
     their properties, is in violation, or alleged violation, of any judgment,
     decree, order, law, permit, license, rule or regulation pertaining to
     environmental matters, including without limitation, those arising under
     RCRA, CERCLA, the Superfund Amendments and Reauthorization Act of 1986
     ("SARA"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic
     Substances Control Act, or any state or local or Canadian federal or
     provincial statute, regulation, ordinance, order or decree relating to
     health, safety or the environment (the "ENVIRONMENTAL LAWS"), which
     violation would have a material adverse effect on the business, assets or
     financial condition of the Parent and its Subsidiaries on a consolidated
     basis; and

         (b) (i) except where it would not have a material adverse effect on the
     business, assets or financial condition of the Borrowers on a consolidated
     basis, no portion of the Real Property has been used for the handling,
     processing, storage or disposal of Hazardous Substances and no underground
     tank or other underground storage receptacle for Hazardous Substances is
     located on such properties; (ii) in the course of any activities conducted
     by the Borrowers, or, to the Borrowers' knowledge by any other operators of
     the Real Property, no Hazardous Substances have been generated or are being
     used on such properties; and (iii) to the Borrowers' knowledge, there have
     been no unpermitted Releases or threatened Releases of Hazardous Substances
     on, upon, into or from the Real Property.

     SS.6.17. PERFECTION OF SECURITY INTERESTS. All filings, assignments,
pledges and deposits of documents or instruments have been made or will be made
and all other actions have been taken or will be taken that are necessary under
applicable law, or reasonably requested by the Administrative Agent or any of
the Lenders, to establish and perfect the Administrative Agent's security
interests (as collateral agent for the Lenders and the Agents) in the Collateral
to the extent required pursuant to ss.12. The Collateral and thE Administrative
Agent's rights (as collateral agent for the Lenders and the Agents) with respect
to the Collateral are not subject to any setoff, claims, withholdings or other
defenses, except for Permitted Liens. The Borrowers are the owners of the
Collateral free from any lien, security interest, encumbrance and any other
claim or demand, except for Permitted Liens.

     SS.6.18. CERTAIN TRANSACTIONS. Except as set forth on SCHEDULE 6.18 or as
permitted in ss.8.3, and except for arm's length transactions pursuant to which
the Borrowers make payments in the ordinarY course of business upon terms no
less favorable than the Borrowers could obtain from third parties, none of the
officers, directors, or employees of the Borrowers are presently a party to any
transaction with the Borrowers (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or,


<PAGE>

                                      -48-

to the knowledge of the Borrowers, any corporation, partnership, trust or other
entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, the value of such
transaction, when aggregated with all other such transactions occurring during
the term of this Credit Agreement, exceeds $5,000,000.

     SS.6.19. SUBSIDIARIES. SCHEDULE 1 (as updated from time to time pursuant
toss.7.19) sets forth a complete and accurate list of the Parent's Subsidiaries,
including the name of each Subsidiary and its jurisdiction of incorporation,
together with the number of authorized and outstanding shares of Capital Stock
of each Subsidiary. Each Subsidiary is directly or indirectly wholly-owned by
the Parent. The Parent or a Subsidiary of the Parent has good and marketable
title to all of the shares it purports to own of the Capital Stock of each
Subsidiary, free and clear in each case of any lien. All such shares of Capital
Stock have been duly issued and are fully paid and non-assessable. Each
Subsidiary of the Parent, other than the Excluded Subsidiaries, is a Borrower
hereunder.

     SS.6.20. CAPITALIZATION.

         (a) CAPITAL STOCK. As of January 21, 2003, the authorized Capital Stock
     of the Parent consists of (i) 100,000,000 shares of Class A common stock
     (par value $.01 per share) authorized of which 22,739,148 shares are
     outstanding, (ii) 1,000,000 shares of Class B common stock (par value $.01
     per share) authorized of which 988,200 shares are outstanding, and (iii)
     1,000,000 shares of preferred stock (par value $.01 per share) authorized
     of which 55,750 shares of Series A Preferred Stock are outstanding and held
     by the Series A Holders. All such outstanding shares of Capital Stock have
     been duly issued and are fully paid and non-assessable.

         (b) OPTIONS, ETC. As of the Effective Date, except as set forth on
     SCHEDULE 6.20(B), no Person has outstanding any rights (either pre-emptive
     or other) or options (except for the options for common stock or other
     forms of equity-based compensation issued to employees, consultants or
     directors in accordance with a bona fide compensation plan approved by the
     Board of Directors of the Parent) to subscribe for or purchase from the
     Parent, or any warrants or other agreements providing for or requiring the
     issuance by the Parent of, any capital stock or any securities convertible
     into or exchangeable for its capital stock.

     SS.6.21. TRUE COPIES OF CHARTER AND OTHER DOCUMENTS. The Borrowers have
furnished the Administrative Agent copies, in each case true and complete as of
the Effective Date, of (a) all charter and other incorporation or constituent
documents (together with any amendments thereto) and (b) by-laws (or equivalent
company documents) (together with any amendments thereto).

     SS.6.22. DISCLOSURE. No representation or warranty made by the Borrowers in
this Credit Agreement or in any agreement, instrument, document, certificate,
statement or letter furnished to the Lenders or the Administrative Agent by or
on behalf of or at the request of the Borrowers in connection with any of the
transactions contemplated by the Loan Documents contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements contained therein not misleading in light of the circumstances in
which they are made.


<PAGE>

                                      -49-

         SS.6.23. GUARANTEES OF EXCLUDED SUBSIDIARIES. Except as permitted
underss.8.1 orss.8.3, no Borrower has executed a guarantee with respect to debt
incurred by an Excluded Subsidiary.

         SS.6.24. OBLIGATIONS CONSTITUTE "SENIOR DEBT". The Obligations of the
Borrowers hereunder are and will continue to be "Senior Debt" and "Designated
Senior Debt" under and as defined in the Indenture.

     SS.7. AFFIRMATIVE COVENANTS OF THE BORROWERS. The Borrowers covenant and
agree that, so long as anY Obligation or any Letter of Credit is outstanding or
the Lenders have any obligation to make Loans or the Issuing Lender has any
obligation to issue, extend or renew any Letters of Credit hereunder, or the
Lenders have any obligations to reimburse the Issuing Lender for drawings
honored under any Letter of Credit hereunder:

         SS.7.1. PUNCTUAL PAYMENT. Each Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Loans, all Reimbursement
Obligations, fees and other amounts provided for in this Credit Agreement and
the other Loan Documents for which it is liable, all in accordance with the
terms of this Credit Agreement and such other Loan Documents.

         SS.7.2. MAINTENANCE OF OFFICE. The Borrowers will maintain their chief
executive offices at the locations set forth on the Perfection Certificates
delivered pursuant to ss.10.12, or at such otheR place in the United States of
America as each Borrower shall designate upon thirty (30) days' prior written
notice to the Administrative Agent.

         SS.7.3. RECORDS AND ACCOUNTS. Each of the Borrowers will (a) keep true
and accurate records and books of account in which full, true and correct
entries will be made in accordance with GAAP and with the requirements of all
regulatory authorities, (b) maintain adequate accounts and reserves for all
taxes (including income taxes), depreciation, depletion, obsolescence and
amortization of its properties, all other contingencies, and all other proper
reserves and (c) at all times engage Pricewaterhouse Coopers LLP or other
independent certified public accountants satisfactory to the Administrative
Agent as the independent certified public accountants of the Parent and its
Subsidiaries and will not permit more than thirty (30) days to elapse between
the cessation of such firm's (or any successor firm's) engagement as the
independent certified public accountants of the Parent and its Subsidiaries and
the appointment in such capacity of a successor firm as shall be satisfactory to
the Administrative Agent.

         SS.7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The
Borrowers will deliver to the Administrative Agent and each of the Lenders the
following:

         (a) as soon as practicable, but, in any event not later than ninety
     (90) days after the end of each fiscal year of the Borrowers, the
     consolidated balance sheets of the Borrowers and their Subsidiaries as at
     the end of such year, statements of cash flows, and the related
     consolidated statements of operations, setting forth in comparative form
     the figures for the previous fiscal year, all such consolidated financial
     statements to be in reasonable detail, prepared, in accordance with GAAP
     and Certified by the Accountants. In addition, simultaneously therewith,
     the Borrowers will use their best efforts to provide the Lenders with a
     written statement from such Accountants to the effect that the Borrowers
     are in compliance with the covenants set forth in ss.9 hereof, and that, in
     making thE examination necessary to said certification, nothing has come to
     the attention of such Accountants that would indicate that any Default or
     Event of Default exists, or, if


<PAGE>

                                      -50-

     such accountants shall have obtained knowledge of any then existing Default
     or Event of Default they shall disclose in such statement any such Default
     or Event of Default; PROVIDED, that such Accountants shall not be liable to
     the Lenders for failure to obtain knowledge of any Default or Event of
     Default;

         (b) as soon as practicable, but in any event not later than forty-five
     (45) days after the end of each fiscal quarter of the Borrowers, copies of
     the consolidated balance sheets and statement of operations of the
     Borrowers and their Subsidiaries as at the end of such quarter, subject to
     year end adjustments, and the related statement of cash flows, all in
     reasonable detail and prepared in accordance with GAAP with a certification
     by the principal financial or accounting officer of the Borrowers (the
     "CFO") that such consolidated financial statements were prepared in
     accordance with GAAP and fairly present the consolidated financial
     condition of the Borrowers and their Subsidiaries as at the close of
     business on the date thereof and the results of operations for the period
     then ended;

         (c) simultaneously with the delivery of the financial statements
     referred to in (a) and (b) above, (i) a statement in the form of EXHIBIT C
     hereto (the "COMPLIANCE CERTIFICATE") certified by the CFO that the
     Borrowers are in compliance with the covenants contained in ss.7, ss.8 and
     ss.9 hereof As of the end of the applicable period setting forth in
     reasonable detail computations evidencing such compliance, PROVIDED that,
     if the Borrowers shall at the time of issuance of such certificate or at
     any other time obtain knowledge of any Default or Event of Default, the
     Borrowers will include in such Compliance Certificate or otherwise deliver
     forthwith to the Lenders a certificate specifying the nature and period of
     existence thereof and what action the Borrowers propose to take with
     respect thereto and attaching, in the event such Default or Event of
     Default relates to Environmental Matters, a certificate in the form
     attached hereto as EXHIBIT D (the "ENVIRONMENTAL COMPLIANCE CERTIFICATE");

         (d) contemporaneously with, or promptly following, the filing or
     mailing thereof, copies of all material of a financial nature filed with
     the Securities and Exchange Commission or sent to the stockholders of the
     Parent or any of the Borrowers to the extent the same are not available on
     EDGAR;

         (e) simultaneously with the delivery of the financial statements
     referred to in (a) and (b) above, copies of the Borrowers' revenue, EBITDA
     and pre-tax reports, all in reasonable detail and prepared in accordance
     with GAAP;

         (f) as soon as practicable, but in any event not later than fifteen
     (15) days prior to the commencement of each fiscal year of the Borrowers
     and the Excluded Subsidiaries, a copy of the annual budget, projections and
     business plan for the Borrowers and the Excluded Subsidiaries for such
     fiscal year; and

         (g) from time to time such other financial data and other information
     (including accountants' management letters) as the Lenders may reasonably
     request.

     The Borrowers hereby authorize the Lenders to disclose any information
obtained pursuant to this Credit Agreement to all appropriate governmental
regulatory authorities where required by law; PROVIDED, HOWEVER, that the
Lenders shall, to the extent practicable and allowable under law, notify the
Borrowers within a reasonable period prior to the time any such disclosure is
made; and PROVIDED FURTHER, this authorization shall not be deemed to be a
waiver of


<PAGE>

                                      -51-

any rights to object to the disclosure by the Lenders of any such
information which any Borrower has or may have under the federal Right to
Financial Privacy Act of 1978, as in effect from time to time.

         SS.7.5. LEGAL EXISTENCE AND CONDUCT OF BUSINESS. Except where the
failure of a Borrower to remain so qualified would not materially adversely
impair the financial condition of the Borrowers on a consolidated basis, each
Borrower will do or cause to be done all things necessary to preserve and keep
in full force and effect its legal existence, legal rights and franchises;
effect and maintain its foreign qualifications, licensing, domestication or
authorization except as terminated by its Board of Directors in the exercise of
its reasonable judgment; use its best efforts to comply with all applicable
laws; and shall not become obligated under any contract or binding arrangement
which, at the time it was entered into would materially adversely impair the
financial condition of the Borrowers, on a consolidated basis. Each Borrower
will continue to engage primarily in the businesses now conducted by it and in
related businesses.

         SS.7.6. MAINTENANCE OF PROPERTIES. The Borrowers will cause all
material properties used or useful in the conduct of their businesses to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrowers may be necessary so that the businesses carried on in
connection therewith may be properly and advantageously conducted at all times;
PROVIDED, HOWEVER, that nothing in this section shall prevent any Borrower from
discontinuing the operation and maintenance of any of its properties if such
discontinuance is, in the judgment of such Borrower, desirable in the conduct of
its or their business and which does not in the aggregate materially adversely
affect the business of the Borrowers on a consolidated basis.

         SS.7.7. INSURANCE. The Borrowers will maintain with financially sound
and reputable insurance companies, funds or underwriters' insurance, including
self-insurance, of the kinds, covering the risks and in the relative
proportionate amounts usually carried by reasonable and prudent companies
conducting businesses similar to that of the Borrowers. In addition, the
Borrowers will furnish from time to time, upon the Administrative Agent's
request, a summary of the insurance coverage of each of the Borrowers, which
summary shall be in form and substance satisfactory to the Administrative Agent
and, if requested by the Administrative Agent, will furnish to the
Administrative Agent copies of the applicable policies naming the Administrative
Agent as a loss payee thereunder.

         SS.7.8. TAXES. The Borrowers will each duly pay and discharge, or cause
to be paid and discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges (other than taxes, assessments and
other governmental charges imposed by jurisdictions other than the United States
or Canada or a political division thereof which in the aggregate are not
material to the business or assets of any Borrower on an individual basis or of
the Borrowers on a consolidated basis) imposed upon it and its real properties,
sales and activities, or any part thereof, or upon the income or profits
therefrom, as well as all claims for labor, materials, or supplies, which if
unpaid might by law become a lien or charge upon any of its property; PROVIDED,
HOWEVER, that any such tax, assessment, charge, levy or claim need not be paid
if the validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if such Borrower shall have set aside on its books
adequate reserves with respect thereto; and PROVIDED, FURTHER, that such
Borrower will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any lien which may
have attached as security therefor.


<PAGE>

                                      -52-

         SS.7.9. INSPECTION OF PROPERTIES, BOOKS, AND CONTRACTS. The Borrowers
shall permit the Lenders, the Agents or any of their designated representatives,
upon reasonable notice, to visit and inspect any of the properties of the
Borrowers, to examine the books of account of the Borrowers (including the
making of periodic accounts receivable reviews), or contracts (and to make
copies thereof and extracts therefrom), and to discuss the affairs, finances and
accounts of the Borrowers with, and to be advised as to the same by, their
officers, all at such times and intervals as the Lenders or the Agents may
reasonably request.

         SS.7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND PERMITS;
MAINTENANCE OF MATERIAL LICENSES AND PERMITS. Each Borrower will, and will cause
the Excluded Subsidiaries to, (a) comply with the provisions of its charter
documents, articles of incorporation, other constituent documents and by-laws
and all agreements and instruments by which it or any of its properties may be
bound; (b) comply with all applicable laws and regulations (including
Environmental Laws), decrees, orders, judgments, licenses and permits,
including, without limitation, all environmental permits hereto ("APPLICABLE
LAWS"), except where noncompliance with such Applicable Laws would not have a
material adverse effect in the aggregate on the consolidated financial
condition, properties or businesses of the Borrowers and the Excluded
Subsidiaries; (c) comply in all material respects with all agreements and
instruments by which it or any of its properties may be bound; (d) maintain all
material operating permits for all landfills now owned or hereafter acquired;
and (e) dispose of hazardous waste only at licensed disposal facilities
operating, to the best of such Borrower's knowledge after reasonable inquiry, in
compliance with Environmental Laws. If at any time while the Notes, any Loan or
Letter of Credit is outstanding or any Lender, the Issuing Lender or any Agent
has any obligation to make Loans or issue Letters of Credit hereunder, any
authorization, consent, approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or required in order
that any Borrower may fulfill any of its obligations hereunder, such Borrower
will immediately take or cause to be taken all reasonable steps within the power
of such Borrower to obtain such authorization, consent, approval, permit or
license and furnish the Lenders with evidence thereof.

         SS.7.11. ENVIRONMENTAL INDEMNIFICATION. The Borrowers covenant and
agree that they will jointly and severally, in accordance with ss.5.9, indemnify
and hold the Agents, the Issuing Lender and thE Lenders, and their respective
affiliates, agents, directors, officers and shareholders, harmless from and
against any and all claims, expense, damage, loss or liability incurred by such
indemnified parties (including all costs of legal representation incurred by
such indemnified parties) relating to (a) any Release or threatened Release of
Hazardous Substances on the Real Property; (b) any violation of any
Environmental Laws with respect to conditions at the Real Property or the
operations conducted thereon; or (c) the investigation or remediation of offsite
locations at which the Borrowers, or their predecessors are alleged to have
directly or indirectly Disposed of Hazardous Substances. It is expressly
acknowledged by the Borrowers that this covenant of indemnification shall
survive any foreclosure or any modification, release or discharge of any or all
of the Security Documents or the payment of the Loans and shall inure to the
benefit of the Agents and the Lenders and their respective successors and
assigns.

         SS.7.12. FURTHER ASSURANCES. The Borrowers will cooperate with the
Lenders and the Agents and execute such further instruments and documents as the
Lenders or the Agents shall reasonably request to carry out to their
satisfaction the transactions contemplated by this Credit Agreement.


<PAGE>

                                      -53-

         SS.7.13. NOTICE OF POTENTIAL CLAIMS OR LITIGATION. The Borrowers shall
deliver to the Lenders and the Agents, within thirty (30) days of receipt
thereof, written notice of the initiation of any action, claim, complaint, or
any other notice of dispute or potential litigation (including without
limitation any alleged violation of any Environmental Law), wherein the
potential liability is in excess of $2,500,000, or could otherwise reasonably be
expected to have a material adverse effect on the business of the Borrowers as a
whole, together with a copy of each such notice received by any Borrower or the
Excluded Subsidiaries.

         SS.7.14. NOTICE OF CERTAIN EVENTS CONCERNING INSURANCE AND
ENVIRONMENTAL CLAIMS.

         (a) The Borrowers will provide the Lenders and the Agents with written
     notice as to any material cancellation or material adverse change in any
     insurance of any of the Borrowers within ten (10) Business Days after such
     Borrower's receipt of any notice (whether formal or informal) of such
     material cancellation or material change by any of its insurers.

         (b) The Borrowers will promptly notify the Lenders and the Agents in
     writing of any of the following events:

         (i)  upon any Borrower's obtaining knowledge of any violation of any
              Environmental Law which violation could have a material adverse
              effect on the business, financial condition, or assets of the
              Borrowers on a consolidated basis;

         (ii) upon any Borrower's obtaining knowledge of any potential or known
              Release, or threat of Release, of any Hazardous Substance at,
              from, or into the Real Property which could materially affect the
              business, financial condition, or assets of the Borrowers on a
              consolidated basis;

        (iii) upon any Borrower's receipt of any notice of any material
              violation of any Environmental Law or of any Release or threatened
              Release of Hazardous Substances, including a notice or claim of
              liability or potential responsibility from any third party
              (including any federal, state, provincial, territorial or local
              governmental officials) and including notice of any formal
              inquiry, proceeding, demand, investigation or other action with
              regard to (A) any Borrower's or any Person's operation of the Real
              Property, (B) the presence or Release of Hazardous Substances on,
              from, or into the Real Property, or (C) investigation or
              remediation of offsite locations at which any Borrower or its
              predecessors are alleged to have directly or indirectly Released
              Hazardous Substances, and with respect to which the liability
              associated therewith could be reasonably expected to exceed
              $2,500,000; or

         (iv) upon any Borrower's obtaining knowledge that any expense or loss
              which individually or in the aggregate exceeds $1,000,000 has been
              incurred by such governmental authority in connection with the
              assessment, containment, removal or remediation of any Hazardous
              Substances with respect to which any Borrower may be liable or for
              which a lien may be imposed on the Real Property.


<PAGE>

                                      -54-

         SS.7.15. NOTICE OF DEFAULT. The Borrowers will promptly notify the
Lenders and the Agents in writing of the occurrence of any Default or Event of
Default. If any Person shall give any notice or take any other action in respect
of a claimed default (whether or not constituting an Event of Default) under
this Credit Agreement or any other note, evidence of Indebtedness, indenture or
other obligation evidencing Indebtedness in excess of $1,000,000 (including,
without limitation, the Indenture) as to which any Borrower is a party or
obligor, whether as principal or surety, the Borrowers shall forthwith give
written notice thereof to the Lenders and the Agents, describing the notice of
action and the nature of the claimed default.

         SS.7.16. CLOSURE AND POST CLOSURE LIABILITIES. The Borrowers shall at
all times adequately accrue, in accordance with GAAP, and fund, as required by
applicable Environmental Laws, all closure and post closure liabilities with
respect to the operations of the Borrowers.

         SS.7.17. SUBSIDIARIES. The Parent shall at all times directly or
indirectly through a Subsidiary own all of the shares of the Capital Stock of
each Subsidiary of the Parent.

         SS.7.18. INTEREST RATE PROTECTION. The Borrowers will, within ninety
(90) days of the Effective Date, have a minimum aggregate amount of not less
than 30% of the notional amount of Consolidated Total Funded Debt as of the
Effective Date on a fixed rate long term basis (whether through Swap Contracts
or as a result of having a fixed rate of interest by its terms) on terms and
conditions reasonably acceptable to the Administrative Agent.

         SS.7.19. ADDITIONAL BORROWERS. To the extent that such creation or
acquisition is permitted under this Credit Agreement, all newly-created or
newly-acquired Subsidiaries (other than Excluded Subsidiaries) shall become
Borrowers hereunder by signing allonges to the Notes, entering into a joinder
and affirmation to this Credit Agreement in substantially the form of EXHIBIT F
attached hereto (a "JOINDER Agreement") providing that such Subsidiary shall
become a Borrower hereunder, and providing such other documentation as the
Lenders or the Administrative Agent may reasonably request including, without
limitation, documentation with respect to conditions noted in ss.10 hereof. In
such event, the Administrative Agent is herebY authorized by the parties to
amend SCHEDULE 1 hereto to include such Subsidiary as a Borrower hereunder.

     SS.8. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS. The Borrowers covenant
and agree that, so long as anY Obligation or any Letter of Credit is outstanding
or the Lenders have any obligation to make Loans or the Issuing Lender has any
obligation to issue, extend or renew any Letters of Credit hereunder, or the
Lenders have any obligations to reimburse the Issuing Lender for drawings
honored under any Letter of Credit hereunder:

         SS.8.1. RESTRICTIONS ON INDEBTEDNESS. None of the Borrowers or Excluded
Subsidiaries shall become or be a guarantor or surety of, or otherwise create,
incur, assume, or be or remain liable, contingently or otherwise, with respect
to any Indebtedness, or become or be responsible in any manner (whether by
agreement to purchase any obligations, stock, assets, goods or services, or to
supply or advance any funds, assets, goods or services or otherwise) with
respect to any undertaking or Indebtedness of any other Person, or incur any
Indebtedness other than:

         (a) Indebtedness of the Borrowers to the Lenders, the Issuing Lender
     and the Agents arising under this Credit Agreement and the Loan Documents;


<PAGE>

                                      -55-

         (b) Subject toss.8.9, Seller Subordinated Debt not to exceed
     $15,000,000 in aggregate outstanding principal amount at any time;

         (c) Existing Indebtedness of the Borrowers with respect to loans and
     Capitalized Leases listed on SCHEDULE 8.1(C), on the terms and conditions
     in effect as of the date hereof, together with any renewals, extensions or
     refinancings thereof on terms which are not materially different than those
     in effect as of the Effective Date;

         (d) Endorsements for collection, deposit or negotiation and warranties
     of products or services (including unsecured performance and payment bonds
     ("PERFORMANCE BONDS")), in each case incurred in the ordinary course of
     business;

         (e) Indebtedness of the Borrowers incurred in connection with the
     acquisition or lease of any equipment by the Borrowers under any Synthetic
     Lease, Capitalized Lease or other lease arrangement or purchase money
     financing; PROVIDED that the aggregate outstanding principal amount of such
     Indebtedness of the Borrowers (including Indebtedness of such type listed
     on SCHEDULE 8.1(C)) shall not exceed $30,000,000 at any time;

         (f) Indebtedness of the Borrowers in respect of Swap Contracts
     satisfactory to the Administrative Agent;

         (g) Indebtedness of the Borrowers under fuel price swaps, fuel price
     caps, and fuel price collar or floor agreements, and similar agreements or
     arrangements designed to protect against or manage fluctuations in fuel
     prices with respect to fuel purchased in the ordinary course of business of
     the Borrowers ("FUEL DERIVATIVES OBLIGATIONS"), PROVIDED that the aggregate
     notional amount of such agreements do not exceed $10,000,000 outstanding at
     any time, the maturity of such agreements do not exceed thirty-six (36)
     months, and the terms are consistent with past practices of the Borrowers;

         (h) Other unsecured Indebtedness incurred in connection with the
     acquisition by the Borrowers of real or personal property, including any
     Indebtedness incurred with respect to non-compete payments in connection
     with such acquisition(s), PROVIDED that the aggregate outstanding principal
     amount of such Indebtedness of the Borrowers shall not exceed $15,000,000
     at any time;

         (i) Intercompany Indebtedness among the Borrowers;

         (j) Indebtedness with respect to mandatory redemption obligations as
     set forth in the Series A Certificate and accrued dividends on the
     Borrower's preferred stock; PROVIDED that no Restricted Payments shall be
     made with respect to such Indebtedness during the term of this Credit
     Agreement except as set forth in ss.8.6 hereof, or as otherwise permitted
     by the prior written consent oF the Required Lenders;

         (k) Senior Subordinated Debt not to exceed $250,000,000 in aggregate
     principal amount;

         (l) Surety and similar bonds and completion bonds and bid guarantees
     provided by or issued on behalf of the Borrowers with respect to the
     closure, final-closure


<PAGE>

                                      -56-

     and post-closure liabilities related to landfills owned or operated by the
     Borrowers; PROVIDED that the aggregate amount of such Indebtedness shall
     not exceed $70,000,000 at any time outstanding;

         (m) indemnification, adjustment of purchase price or similar
     obligations, in each case, incurred or assumed in connection with the
     Permitted Acquisitions or permitted dispositions of Capital Stock or assets
     of the Borrowers; PROVIDED that the maximum aggregate liability in respect
     of all such obligations shall at no time exceed the gross proceeds,
     including non-cash proceeds, (the fair market value of such non-cash
     proceeds being measured at the time received or paid and without giving
     effect to any subsequent changes in value) actually received or paid by the
     Borrowers in connection with such Permitted Acquisition or disposition;

         (n) Indebtedness arising in connection with (i) the acquisition by the
     Parent of the Capital Stock of Hardwick Landfill, Inc., a Massachusetts
     corporation ("HARDWICK"), pursuant to the terms of that certain Stock
     Purchase Agreement, dated as of January 3, 2003 (the "HARDWICK PURCHASE
     AGREEMENT"), by and among the Parent, Hardwick and the shareholders of
     Hardwick; PROVIDED that the original principal amount of such Indebtedness
     does not exceed $2,000,000, and (ii) the exercise by any Borrower of the
     option to purchase the Capital Stock or the assets of Roach Enterprises,
     LLC pursuant to the terms and conditions set forth in the Purchase Option
     Agreement attached as EXHIBIT D to the Hardwick Purchase Agreement (the
     "HARDWICK OPTION AGREEMENT"); PROVIDED that the original principal amount
     of such Indebtedness does not exceed 25% of the Base Purchase Price (as
     defined in the Hardwick Option Agreement), and is calculated as set forth
     in the applicable provisions of the Hardwick Option Agreement; and

         (o) Guarantees of Indebtedness permitted pursuant to this ss.8.1 made
     by any of thE Borrowers or their Subsidiaries, the amount of such
     guarantees not to exceed the amount of the underlying Indebtedness.

         SS.8.2. RESTRICTIONS ON LIENS. None of the Borrowers or Excluded
Subsidiaries will create or incur or suffer to be created or incurred or to
exist any lien, encumbrance, mortgage, pledge, negative pledge, charge,
restriction or other security interest of any kind upon any property or assets
of any character, whether now owned or hereafter acquired, or upon the income or
profits therefrom; or transfer any of such property or assets or the income or
profits therefrom for the purpose of subjecting the same to the payment of
Indebtedness or performance of any other obligation in priority to payment of
its general creditors; or acquire, or agree or have an option to acquire, any
property or assets upon conditional sale or other title retention or purchase
money security agreement, device or arrangement; or suffer to exist for a period
of more than thirty (30) days after the same shall have been incurred any
Indebtedness or claim or demand against it which if unpaid might by law or upon
bankruptcy or insolvency, or otherwise, be given any priority whatsoever over
its general creditors; or sell, assign, pledge or otherwise transfer any
accounts, contract rights, general intangibles or chattel paper, with or without
recourse, EXCEPT as follows (the "PERMITTED LIENS"):

         (a) Liens on property to secure Indebtedness permitted under ss.8.1(e)
     hereof, provided thaT such Liens (i) shall encumber only the specific
     equipment being financed or leased, (ii) shall not exceed the fair market
     value thereof and (iii) shall not encumber property with an aggregate value
     in excess of $30,000,000;


<PAGE>

                                      -57-

         (b) Liens to secure taxes, assessments and other government charges or
     claims for labor, material or supplies in respect of obligations not
     overdue and government liens in existence less than 90 days from the date
     of creation thereof to secure taxes, assessments, charges, levies or claims
     being contested in good faith by appropriate proceedings if the Borrower
     shall have set aside on its books adequate reserves with respect thereto;

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

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

         (e) Encumbrances consisting of easements, rights of way, zoning
     restrictions, restrictions on the use of Real Property and defects and
     irregularities in the title thereto, landlord's or lessor's liens under
     leases to which any Borrower is a party, and other minor liens or
     encumbrances none of which in the opinion of the respective Borrower
     interferes materially with the use of the property affected in the ordinary
     conduct of the business of such Borrower, which defects do not individually
     or in the aggregate have a material adverse effect on the business of such
     Borrower individually or of the Borrowers on a consolidated basis;

         (f) Liens existing as of the date hereof securing Indebtedness
     permitted underss.8.1(c) hereof and listed on SCHEDULE 8.2(F) hereto;

         (g) Liens granted pursuant to the Security Documents to secure the
     Obligations (provided that secured Obligations hereunder with respect to
     Fuel Derivatives Obligations with Lenders shall not exceed $10,000,000 in
     the aggregate); and

         (h) Liens granted (i) on the Capital Stock of Hardwick to secure the
     Indebtedness permitted under ss.8.1(n)(i) and the contingent royalty
     payment obligations of the Parent under thE Hardwick Purchase Agreement;
     PROVIDED that such Liens shall be subordinated and second in priority to
     the Administrative Agent's first priority Liens on such Capital Stock
     pursuant to the provisions of the Collateral Pledge Agreement attached as
     EXHIBIT E to the Hardwick Purchase Agreement and a Subordination Agreement
     in the form of EXHIBIT E to the Existing Credit Agreement, with such
     changes as the Administrative Agent has previously approved, (ii) on the
     Capital Stock of Roach Enterprises, LLC or the Borrower exercising the
     option under the Hardwick Option Agreement and securing the Indebtedness
     permitted under ss.8.1(n)(ii) and the contingent royalty payment
     obligations of such Borrower under thE Hardwick Option Agreement, and (iii)
     on landfills acquired by a Borrower securing the landfill royalty payment
     obligations of such Borrower so long as the Administrative Agent shall have
     been granted a first mortgage on such landfills; PROVIDED, that, in the
     case of each of clause (ii) and (iii) above, such Liens shall be
     subordinated and second in priority to the Administrative Agent's first
     priority Liens on the Capital Stock or landfills, as applicable, on terms
     and conditions satisfactory in all respects to the Administrative Agent.

         SS.8.3. RESTRICTIONS ON INVESTMENTS. None of the Borrowers shall make
or permit to exist or to remain outstanding any other Investment other than:


<PAGE>

                                      -58-

         (a) Investments in obligations of the United States of America or
     Canada and agencies thereof and obligations guaranteed by the United States
     of America or Canada that are due and payable within one (1) year from the
     date of acquisition;

         (b) certificates of deposit, time deposits, bankers' acceptances or
     repurchase agreements which are fully insured or are issued by commercial
     banks organized under the laws of the United States of America or any state
     thereof or Canada and having total assets in excess of $1,000,000,000;

         (c) commercial paper maturing not more than nine (9) months from the
     date of issue, PROVIDED that, at the time of purchase, such commercial
     paper is not rated lower than "P-1" by Moody's or "A-1" by S & P;

         (d) Investments associated with insurance policies required or allowed
     by state or provincial law to be posted as financial assurance for landfill
     closure and post-closure liabilities;

         (e) Investments by any Borrower in any wholly-owned Subsidiary which is
     also a Borrower;

         (f) Investments existing on the Effective Date and listed on SCHEDULE
     8.3(F) hereto;

         (g) any money market account, short-term asset management account or
     similar investment account maintained with one of the Lenders;

         (h) loans made to employees in an aggregate amount not to exceed
     $2,000,000 at any time outstanding;

         (i) up to $10,000,000 in Investments in the Insurance Subsidiary at any
     time outstanding;

         (j) Existing Investments in the Excluded Subsidiaries (other than the
     Insurance Subsidiary) listed on SCHEDULE 8.3(F) hereto;

         (k) Investments made after the Effective Date in the Cellulose Joint
     Venture and the New Heights Investment to the extent that the aggregate
     amount of such Investments does not exceed the aggregate amount of actual
     cash dividends and cash partnership or limited liability company
     distributions received by the Borrowers therefrom since the Effective Date;

         (l) Investments in the form of Permitted Acquisitions permitted
     pursuant toss.8.4.1; and

         (m) other Investments not to exceed $15,000,000 in the aggregate at any
     time outstanding (including, without limitation, Investments made after the
     Effective Date in the Cellulose Joint Venture and the New Heights
     Investment in excess of actual cash dividends and partnership or limited
     liability company distributions received by the Borrowers from the
     Cellulose Joint Venture and the New Heights Investment after the Effective
     Date);


<PAGE>

                                      -59-

     PROVIDED; that none of the Borrowers shall make or permit to exist or to
remain outstanding any Investment in any Subsidiary unless both before and after
giving effect thereto there does not exist a Default or Event of Default and no
Default or Event of Default would be created by the making of such Investment.

     SS.8.4. MERGERS, CONSOLIDATIONS, SALES.

         ss.8.4.1. MERGERS AND ACQUISITIONS. The Borrowers will not become a
party to anY merger, amalgamation, or consolidation, or agree to or effect any
asset acquisition or stock acquisition (other than the acquisition of assets in
the ordinary course of business consistent with past practices) except the
merger or consolidation of, or asset or stock acquisitions between, existing
Borrowers and except as otherwise provided in this ss.8.4.1. The Borrowers may
purchase or otherwise acquire all oR substantially all of the assets or stock or
other equity interests of any other Person (a "PERMITTED ACQUISITION") PROVIDED
THAT:

         (a) the Borrowers are in current compliance with and, giving effect to
     the proposed acquisition (including any borrowings made or to be made in
     connection therewith), will continue to be in compliance with all of its
     covenants and agreements contained in this Credit Agreement, including the
     financial covenants in ss.9 hereof on a pro forma historicaL combined basis
     as if the transaction occurred on the first day of the period of
     measurement;

         (b) at the time of such acquisition, no Default or Event of Default has
     occurred and is continuing, and such acquisition will not otherwise create
     a Default or an Event of Default hereunder;

         (c) the business to be acquired is predominantly in the same lines of
     business as the Borrowers, or businesses reasonably related or incidental
     thereto (e.g., non-hazardous solid waste collection, transfer, hauling,
     recycling, or disposal);

         (d) the business to be acquired operates predominantly in the United
     States or Canada;

         (e) (i) in the case of an asset acquisition, all of the assets acquired
     shall be acquired by an existing Borrower or a newly-created Subsidiary of
     the Parent, which Subsidiary shall become a Borrower hereunder in
     accordance with ss.7.19, and 100% of its Capital Stock anD its assets shall
     be pledged simultaneously with such acquisition to the Administrative Agent
     for the benefit of the Lenders and the Agents or, (ii) in the case of an
     acquisition of Capital Stock, the acquired company, simultaneously with
     such acquisition, shall become a Borrower in accordance with ss.7.19 and
     100% of its Capital Stock and its assets shall be pledgeD simultaneously
     with such acquisition to the Administrative Agent for the benefit of the
     Lenders and the Agents or the acquired company shall be merged or
     amalgamated with and into a wholly-owned Subsidiary that is a Borrower and
     such newly-acquired or newly-created Subsidiary shall otherwise comply with
     the provisions of ss.7.19 hereof;


<PAGE>

                                      -60-

         (f) if the total consideration in connection with any such acquisition,
     including the aggregate amount of all liabilities assumed, but excluding
     the payment of all fees and expenses relating to such purchase, exceeds
     $5,000,000 (a "MATERIAL ACQUISITION"), then not later than seven (7) days
     prior to the proposed acquisition date, the Borrowers shall furnish the
     Administrative Agent with (i) a copy of the purchase agreement, (ii) its
     audited (if available, or otherwise unaudited) financial statements for the
     preceding two (2) fiscal years or such shorter period of time as such
     entity or division has been in existence, (iii) a summary of the Borrowers'
     results of their standard due diligence review, (iv) in the case of a
     landfill acquisition or if the target company owns a landfill, a review by
     a Consulting Engineer and a copy of the Consulting Engineer's report, (v) a
     Compliance Certificate demonstrating compliance with ss.9 on a pro forma
     historical combined basis as if the transactioN occurred on the first day
     of the period of measurement, (vi) written evidence that the board of
     directors and (if required by applicable law) the shareholders, or the
     equivalent thereof, of the business to be acquired have approved such
     acquisition, and (vii) such other information as the Administrative Agent
     may reasonably request, which in each case shall be in form and substance
     acceptable to the Administrative Agent;

         (g) the board of directors and (if required by applicable law) the
     shareholders, or the equivalent thereof, of the business to be acquired
     shall have approved such acquisition;

         (h) if such acquisition is made by a merger or amalgamation, a
     Borrower, or a wholly-owned Subsidiary of the Parent (which may be the
     acquired company) which shall become a Borrower in connection with such
     merger, shall be the surviving entity; and

         (i) cash consideration to be paid by any Borrower in connection with
     any acquisition or series of related acquisitions (including cash deferred
     payments, contingent or otherwise, and the aggregate amount of all
     liabilities assumed or, in the case of a stock acquisition, including all
     liabilities of the target company) shall not exceed $15,000,000 without the
     consent of the Administrative Agent and the Required Lenders.

         SS.8.4.2. DISPOSITIONS OF ASSETS. Except as otherwise provided in this
ss.8.4.2, none of the Borrowers will become a party to or agree to or effect any
disposition of assets; PROVIDED that, subject to ss.4.4.1, so long as no Default
or Event of Default has occurred and is continuing, during thE term of this
Credit Agreement, the Borrowers may (a) sell or transfer assets in connection
with an asset swap having an aggregate fair market value not in excess of 5% of
Consolidated Total Assets (the "Basket"), for fair and reasonable value, as
determined by the board of directors of the Parent in good faith and evidenced
by a resolution of such directors which shall be delivered by the Parent to the
Administrative Agent prior to the consummation of such sale or transfer, and, in
the case of an asset swap, so long as such asset swap in the reasonable business
judgement of the Parent does not have a material adverse effect on the business
or financial condition of the Borrowers and (b) sell the Capital Stock or assets
of the Specified Entities. Notwithstanding the foregoing, the sale of inventory,
the licensing of intellectual property and the disposition of obsolete assets or
assets that are no longer useful, in each case in the ordinary course of
business consistent with past practices, are permitted hereunder without being
charged against the Basket.


<PAGE>

                                      -61-

         SS.8.5. SALE AND LEASEBACK. None of the Borrowers shall enter into any
arrangement, directly or indirectly, whereby any Borrower shall sell or transfer
any property owned by it in order then or thereafter to lease such property or
lease other property which such Borrower intends to use for substantially the
same purpose as the property being sold or transferred, without the prior
written consent of the Required Lenders.

         SS.8.6. RESTRICTED PAYMENTS. None of the Borrowers will make any
Restricted Payments except that, (a) any Subsidiary may declare or pay cash
Distributions to the Parent, (b) the Parent may cause quarterly Distributions on
its preferred stock (including the Series A Preferred Stock) to accrue and be
added to the liquidation value of such preferred stock, and (c) the Parent may
convert all or a portion of the Series A Preferred Stock into shares of its
common stock; PROVIDED, however, that such conversion shall not be made unless
permitted under the terms of the Senior Subordinated Debt Documents. In
addition, except as otherwise expressly permitted in this ss.8.6, the Borrowers
shall not prepay, redeem, convert, retire, repurchase or otherwise acquirE
shares of any class of Capital Stock (including the Series A Preferred Stock) of
the Borrowers or Excluded Subsidiaries without the prior written consent of the
Administrative Agent and the Required Lenders.

         SS.8.7. EMPLOYEE BENEFIT PLANS. None of the Borrowers nor any ERISA
Affiliate will:

         (a) engage in any "prohibited transaction" within the meaning ofss.406
     of ERISA orss.4975 oF the Code which could result in a material liability
     for any Borrower; or

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

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

         (d) amend any Guaranteed Pension Plan in circumstances requiring the
     posting of security pursuant toss.307 of ERISA orss.401(a)(29) of the Code;

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

     The Borrowers will (i) promptly upon filing the same with the Department of
Labor or Internal Revenue Service, furnish to the Lenders a copy of the most
recent actuarial statement required to be submitted under ss.103(d) of ERISA and
Annual Report, Form 5500, with all required attachments, in respect of each
GuaranteeD Pension Plan and (ii) promptly upon receipt or dispatch, furnish to
the Lenders any notice, report or demand sent or received in respect of a
Guaranteed Pension Plan under ss.ss.302, 4041, 4042, 4043, 4063, 4065, 4066 and
4068 of ERISA, or in respect of a Multiemployer Plan, under ss.ss.4041A, 4202,
4219, or 4245 of ERISA.


<PAGE>

                                      -62-

         SS.8.8. PREPAYMENTS OF CERTAIN OBLIGATIONS; MODIFICATIONS OF
SUBORDINATED DEBT. None of the Borrowers will, nor will they permit their
Subsidiaries to, (a) amend, supplement or otherwise modify the terms of any
Subordinated Debt; PROVIDED, that the Borrowers may amend, supplement or
otherwise modify the terms of any Seller Subordinated Debt with the consent of
the Administrative Agent if, in the judgment of the Administrative Agent, such
amendments, supplements or modifications do not adversely effect the rights of
the Lenders, or (b) prepay, redeem or repurchase or issue any notice or offer of
redemption with respect to, elect to make, or effect, a defeasance with respect
to, or take any other action which would require the Borrowers or any of their
Subsidiaries to, prepay, redeem or repurchase any of the Subordinated Debt, (c)
make any payments with respect to any Seller Subordinated Debt other than
scheduled payments of principal and interest as and to the extent permitted
under the applicable Subordination Agreements, PROVIDED that no Default or Event
of Default shall have occurred or be continuing on the date of such payment, nor
would be created by the making of such payment, or (d) make any payments with
respect to any Senior Subordinated Debt other than scheduled payments of
interest as and to the extent permitted under the Indenture, PROVIDED that no
Default or Event of Default shall have occurred or be continuing on the date of
such payment, nor would be created by the making of such payment.

         SS.8.9. NEGATIVE PLEDGES AND UPSTREAM LIMITATIONS. The Borrowers will
not, nor will they permit their Subsidiaries to (a) enter into or permit to
exist any agreement or arrangement (excluding this Credit Agreement, the other
Loan Documents and the Indenture) which directly or indirectly prohibits the
creation or assumption or incurrence by the Borrowers or their Subsidiaries of
any lien or security interest upon their properties (other than prohibitions on
liens for particular assets set forth in a security instrument in connection
with secured Indebtedness permitted by ss.8.1(e) to the extent such prohibition
relates only to sucH assets and the granting or effect of such liens does not
otherwise constitute a Default or Event of Default), revenues or assets, whether
now owned or hereafter acquired, or (b) enter into any agreement, contract or
arrangement (excluding this Credit Agreement, the other Loan Documents and the
Indenture) restricting the ability of (i) the Borrowers to amend or modify this
Credit Agreement or any other Loan Document, or (ii) any Borrower or its
Subsidiaries to pay or make dividends or distributions in cash or kind to any
Borrower or to make loans, advances or other payments of whatsoever nature to
any Borrower or to make transfers or distributions of all or any part of such
Borrower's or such Subsidiary's assets to a Borrower; in each case other than
(x) restrictions on specific assets which assets are the subject of purchase
money security interests to the extent permitted under ss.8.1(e), and (y)
customary anti-assignment provisions contained in leases and licensing
agreements entereD into by such Borrower or such Subsidiary in the ordinary
course of its business.

         SS.8.10. TRANSACTIONS WITH AFFILIATES. The Borrowers will not, and will
not permit any of their Subsidiaries to, engage in any transaction with any
Affiliate (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of the Borrowers, any corporation, partnership,
trust or other entity in which any such Affiliate has a substantial interest or
is an officer, director, trustee or partner, on terms more favorable to such
Person than would have been obtainable on an arm's-length basis in the ordinary
course of business.

         SS.8.11. BUSINESS ACTIVITIES. The Borrowers will not, and will not
permit any of their Subsidiaries to, engage directly or indirectly (whether
through Subsidiaries or


<PAGE>

                                      -63-

otherwise) in any type of business other than the businesses conducted by them
on the Effective Date and in related businesses or in connection with the
acquisition of Greenfiber.

         SS.8.12. NO OTHER SENIOR DEBT. The Borrowers (a) have not designated,
and will not designate, any Indebtedness of the Borrowers or any of their
Subsidiaries as "Designated Senior Debt" for purposes of (and as defined in) the
Indenture, other than the Obligations, and (b) have no "Senior Debt" as such
term is defined in the Indenture other than the Obligations and the Indebtedness
permitted under ss.8.1 which rankS pari passu with the Obligations.

         SS.8.13. ACTIONS OTHERWISE PROHIBITED BY SUBORDINATED DEBT.
Notwithstanding anythinG contained in this ss.8 that permits the Borrowers or
any of their Subsidiaries to enter into transactions or takE certain actions,
the Borrowers shall not enter into such transactions or take such actions if
otherwise prohibited from so doing by the terms of the Senior Subordinated Debt
outstanding from time to time.

     SS.9. FINANCIAL COVENANTS.

     The Borrowers covenant and agree that, so long as any Obligation or any
Letter of Credit is outstanding or the Lenders have any obligation to make
Loans, or the Issuing Lender has any obligation to issue, extend or renew any
Letters of Credit hereunder, or the Lenders have any obligations to reimburse
the Issuing Lender for drawings honored under any Letter of Credit hereunder:

         SS.9.1. INTEREST COVERAGE RATIO. As at the end of any fiscal quarter
ended on or during any period set forth in the table below, the ratio of (a)
Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ended
on the date of calculation to (b) Consolidated Total Interest Expense for such
period shall not be less than the stated ratio set forth opposite such period in
such table:

<TABLE>
<CAPTION>

--------------------------------------- ---------------------------------
PERIOD                                  INTEREST COVERAGE RATIO
--------------------------------------- ---------------------------------
<S>                                     <C>
Effective Date through April 30, 2005              2.60:1.00
--------------------------------------- ---------------------------------
May 1, 2005 and thereafter                         2.70:1.00
--------------------------------------- ---------------------------------

</TABLE>

         SS.9.2. PROFITABLE OPERATIONS. The Borrowers will not permit, as at the
end of any fiscal quarter, the cumulative Consolidated Adjusted Net Income for
the period of two consecutive fiscal quarters then ended to be less than $0.

         SS.9.3. CONSOLIDATED TOTAL FUNDED DEBT TO CONSOLIDATED EBITDA. As at
the end of any fiscal quarter, the ratio of (a) Consolidated Total Funded Debt
as of such date to (b) Consolidated EBITDA for the period of four (4)
consecutive fiscal quarters ending on the date of calculation shall not exceed
4.50:1.00.

         SS.9.4. CONSOLIDATED SENIOR FUNDED DEBT TO CONSOLIDATED EBITDA. As at
the end of any fiscal quarter, the ratio of (a) Consolidated Senior Funded Debt
as of such date to (b) Consolidated EBITDA for the period of four (4)
consecutive fiscal quarters ending on the date of calculation shall not exceed
3.00:1.00.

         SS.9.5. CONSOLIDATED NET WORTH. The Borrowers will not permit
Consolidated Net Worth at any time to be less than the sum of (a) $237,526,000
MINUS (b) $62,825,000 PLUS (c) on a cumulative basis, fifty percent (50%) of
positive Consolidated Adjusted


<PAGE>

                                      -64-

Net Income (after the payment of dividends with respect to any preferred stock
of the Parent) for each fiscal quarter beginning with the fiscal quarter ended
July 31, 2002, PLUS (d) one hundred percent (100%) of the proceeds of any sale
by the Borrowers after the Effective Date of (i) equity securities issued by the
Borrowers, or (ii) warrants or subscription rights for equity securities issued
by the Borrowers.

         SS.9.6. CAPITAL EXPENDITURES. The Borrowers will not permit, as at the
end of any fiscal quarter, the amount of Capital Expenditures (excluding any
Permitted Acquisitions) made by the Borrowers for the period of four (4)
consecutive fiscal quarters then ended to exceed 1.5 MULTIPLIED BY the sum of
depreciation and landfill amortization expense for such four (4) fiscal quarter
period (calculated in accordance with GAAP).

     SS.10. CLOSING CONDITIONS. The "EFFECTIVE DATE" shall be such date on which
all of the conditionS precedent set forth in this ss.10 have been met. The
obligations of the Existing Lenders to convert their claimS against the
Borrowers with respect to the Existing Credit Agreement into claims under this
Credit Agreement, the obligations of the New Lenders to become parties to this
Credit Agreement, and the obligations of all Lenders to make the initial Loans
provided for in this Credit Agreement and otherwise be bound by the terms
hereof, and of the Issuing Lender to issue any Letters of Credit hereunder,
shall be subject to the satisfaction of each of the following conditions
precedent:

         SS.10.1. CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by each Borrower of the Loan Documents and
the Senior Subordinated Debt Documents shall have been duly and effectively
taken, and evidence thereof satisfactory to the Administrative Agent shall have
been provided to the Administrative Agent.

         SS.10.2. LOAN DOCUMENTS; SENIOR SUBORDINATED DEBT DOCUMENTS. (a) Each
of the Loan Documents shall have been duly and properly authorized, executed and
delivered by the respective parties thereto and shall be in full force and
effect in a form satisfactory to the Lenders and (b) each of the Senior
Subordinated Debt Documents shall have been duly and properly authorized,
executed and delivered by the respective parties thereto, and shall be in full
force and effect in form and substance satisfactory to the Agents.

         SS.10.3. OFFICER'S CERTIFICATE; CERTIFIED COPIES OF CHARTER DOCUMENTS.
For each Borrower, the Administrative Agent shall have received a copy,
certified by a duly authorized officer of such Person to be true and complete on
the Effective Date, of each of (a) its charter or other incorporation or
constituent documents (including certificates of merger or amalgamation and name
changes) as in effect on such date of certification, and (b) its by-laws (or
equivalent company documents) as in effect on such date.

         SS.10.4. INCUMBENCY CERTIFICATE. The Administrative Agent shall have
received an incumbency certificate from each Borrower, dated as of the Effective
Date, signed by duly authorized officers giving the name and bearing a specimen
signature of each individual who shall be authorized: (a) to sign the Loan
Documents and the Senior Subordinated Debt Documents on behalf of the Borrowers;
(b) to make Loan and Letter of Credit Requests and Conversion Requests; and (c)
to give notices and to take other action on the Borrowers' behalf under the Loan
Documents.

         SS.10.5. VALIDITY OF LIENS. The Security Documents shall be effective
to create in favor of the Administrative Agent (as collateral agent for the
Lenders) a legal, valid and enforceable first priority, perfected (except in the
case of Real Property and motor vehicles as set


<PAGE>

                                      -65-

forth in ss.12) securitY interest in and lien upon the Collateral, subject only
to Permitted Liens. All filings, recordings, deliveries of instruments and other
actions necessary or desirable in the opinion of the Administrative Agent to
protect and preserve such security interests, shall have been duly effected. The
Administrative Agent shall have received evidence thereof in form and substance
satisfactory to the Administrative Agent.

         SS.10.6. CERTIFICATES OF INSURANCE. The Administrative Agent shall have
received (a) a certificate of insurance from an independent insurance broker,
dated as of the Effective Date, or within fifteen (15) days prior thereto,
identifying insurers, types of insurance, insurance limits, and policy terms,
and otherwise describing the insurance obtained in accordance with the
provisions of the Security Documents and (b) copies of all policies evidencing
such insurance.

         SS.10.7. OPINION OF COUNSEL. The Lenders shall have received favorable
legal opinions from counsel to the Borrowers addressed to the Administrative
Agent, for the benefit of the Lenders, dated the Effective Date, in form and
substance satisfactory to the Administrative Agent.

         SS.10.8. PAYMENT OF FEES. The Borrowers shall have paid to the
Administrative Agent for the accounts of the Lenders or its own account, as
applicable, all fees and expenses that are due and payable as of the Effective
Date and shall have paid the fees and disbursements of counsel to the
Administrative Agent.

         SS.10.9. PAYOFF. The Administrative Agent shall have received
satisfactory evidence of the cancellation and payment in full of the Existing
Credit Agreement.

     SS.10.10. FINANCIAL STATEMENTS.

         (a) The Lenders shall have received the financial projections of the
     Borrowers and its Subsidiaries, in form and substance satisfactory to the
     Agents and the Co-Arrangers, for the period from the Effective Date through
     April 30, 2008.

         (b) The Agents shall have received a satisfactory day-one balance sheet
     and sources and uses of funds, showing the effects of the Senior
     Subordinated Debt and compliance with all terms and conditions of this
     Credit Agreement, including the covenants in ss.9 hereof.

         SS.10.11. FINANCIAL CONDITION. The Administrative Agent shall have
received a certificate of a duly authorized officer of the Parent, dated as of
the Effective Date, and in form and detail satisfactory to the Agents and the
Lenders, demonstrating that the ratio of (a) Consolidated Total Funded Debt on
the Effective Date to (b) Consolidated EBITDA for the period of four (4)
consecutive fiscal quarters most recently ended prior to the Effective Date,
after giving effect, on a pro forma basis, to the transactions contemplated by
this Credit Agreement, including the issuance of the Senior Subordinated Debt,
does not exceed 3.75:1.00.

         SS.10.12. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS. The
Administrative Agent shall have received from each of the Borrowers a completed
and fully-executed Perfection Certificate and the results of UCC searches (and
the equivalent thereof in all applicable foreign jurisdictions) with respect to
the Collateral, indicating no Liens other than Permitted Liens and otherwise in
form and substance satisfactory to the Administrative Agent.


<PAGE>

                                      -66-

         SS.10.13. ISSUANCE OF SENIOR SUBORDINATED DEBT. The Borrowers shall
have issued Senior Subordinated Debt in principal amount at least equal to one
hundred fifty million Dollars ($150,000,000) and shall have used the proceeds
thereof to repay a portion of the obligations outstanding under the Existing
Credit Agreement and the related transaction costs.

         SS.11. CONDITIONS OF ALL LOANS. The obligations of the Lenders to make
any Loan and of the IssuinG Lender to issue, extend or renew any Letter of
Credit, in each case on and subsequent to the Effective Date is subject to the
following conditions precedent:

         SS.11.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of the Borrowers contained in this Credit
Agreement or in any document or instrument delivered pursuant to or in
connection with this Credit Agreement shall be true as of the date as of which
they were made and shall also be true at and as of the time of the making of the
Loans and the issuance, extension or renewal of Letters of Credit with the same
effect as if made at and as of that time (except to the extent of changes
resulting from transactions contemplated or permitted by this Credit Agreement
and changes occurring in the ordinary course of business which singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

         SS.11.2. PERFORMANCE; NO EVENT OF DEFAULT. The Borrowers shall have
performed and complied with all terms and conditions herein required to be
performed or complied with by them prior to or at the time of the making of any
Loan or issuance, extension or renewal of any Letter of Credit and at the time
of the making of any Loan or issuance, extension or renewal of any Letter of
Credit, there shall exist no Event of Default or condition which would result in
an Event of Default upon consummation of such Loan or Letter of Credit issuance.
Each request by the Borrowers for a Loan or Letter of Credit subsequent to the
initial Loans and Letters of Credit shall constitute certification by the
Borrowers that the conditions specified in ss.ss.11.1 And 11.2 will be duly
satisfied on the date of such Loan or Letter of Credit issuance.

         SS.11.3. NO LEGAL IMPEDIMENT. No change shall have occurred in any law
or regulations thereunder or interpretations thereof which in the reasonable
opinion of the Lenders would make it illegal for the Lenders to make Loans or
the Issuing Lender to issue, extend or renew Letters of Credit hereunder.

         SS.11.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
the transactions contemplated by this Credit Agreement shall be satisfactory to
the Administrative Agent and all documents incident thereto shall have been
delivered to the Administrative Agent as of the Effective Date in substance and
in form satisfactory to the Lenders, including without limitation, a Letter of
Credit and Loan Request, in the form attached hereto as EXHIBIT B ,and the
Lenders shall have received all information and such counterpart originals or
certified or other copies of such documents as the Lenders may reasonably
request.

         SS.12. COLLATERAL SECURITY. The Obligations shall be secured by (a) a
perfected (except in the case oF Real Property and motor vehicles, subject to
the following proviso) first-priority security interest (subject to Permitted
Liens entitled to priority under applicable law) in all assets of each Borrower,
whether now owned or hereafter acquired, pursuant to the terms of the Security
Agreement to which each Borrower is a party; (b) a pledge of 100% of the capital
stock or other equity interests of such Borrowers (other than the Parent) to the
Administrative Agent on behalf of the Lenders and the Agents pursuant to the
Pledge Agreement; and (c) a pledge of 65% of the capital stock or other equity
interests of each Foreign Subsidiary; PROVIDED


<PAGE>

                                      -67-

that the Borrowers hereby agree, upon the request of the Administrative Agent
and the Required Lenders, to deliver, as promptly as practicable, but in any
event within sixty (60) days, titles to motor vehicles and mortgages with
respect to Real Property and take such other steps as may be reasonably
requested (including, without limitation, the delivery of legal opinions,
Consulting Engineer's reports and title insurance) so as to provide the
Administrative Agent, for the benefit of the Lenders and the Agents, a perfected
first-priority security interest in such assets.

     SS.13. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT.

         SS.13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("EVENTS OF DEFAULT" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice and/or lapse of time, "DEFAULTS")
shall occur:

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

         (b) if the Borrowers shall fail to pay any interest or fees or other
     amounts owing hereunder within five (5) Business Days after the same shall
     become due and payable whether at the Revolving Credit Maturity Date, the
     Term Loan Maturity Date or any accelerated date of maturity or at any other
     date fixed for payment;

         (c) if the Borrowers shall fail to comply with any of the covenants
     contained in ss.7 (otheR than ss.ss.7.2, 7.3, 7.6, 7.7, 7.8, 7.9, 7.12,
     7.14, 7.16, 7.17, and 7.18), ss.8 or ss.9 hereof;

         (d) if the Borrowers shall fail to perform any term, covenant or
     agreement contained herein or in any of the other Loan Documents (other
     than those specified in subsections (a), (b), and (c) above) within thirty
     (30) days after written notice of such failure has been given to the
     Borrowers by the Lenders;

         (e) if any representation or warranty contained in this Credit
     Agreement or in any document or instrument delivered pursuant to or in
     connection with this Credit Agreement shall prove to have been false in any
     material respect upon the date when made or repeated;

         (f) if any Borrower or Excluded Subsidiary shall fail to pay at
     maturity, or within any applicable period of grace, any and all obligations
     for borrowed money or any guaranty with respect thereto or credit received
     or in respect of any Capitalized Leases, in each case, in an aggregate
     amount greater than $1,000,000 (including, without limitation, the
     Indebtedness evidenced by the Indenture), or fail to observe or perform any
     material term, covenant or agreement contained in any agreement by which it
     is bound, evidencing or securing borrowed money or credit received or in
     respect of any Capitalized Leases in an aggregate amount greater than
     $1,000,000 (including, without limitation, the Indenture) for such period
     of time as would permit, assuming the giving of appropriate notice if
     required, the holder or holders thereof or of any obligations issued
     thereunder to accelerate the maturity thereof;


<PAGE>

                                      -68-

         (g) if any Borrower or Excluded Subsidiary makes an assignment for the
     benefit of creditors, or admits in writing its inability to pay or
     generally fails to pay its debts as they mature or become due, or petitions
     or applies for the appointment of a trustee or other custodian, liquidator,
     receiver or receiver/manager of any Borrower or Excluded Subsidiary or of
     any substantial part of the assets of any Borrower or Excluded Subsidiary
     or commences any case or other proceeding relating to any Borrower or
     Excluded Subsidiary under any bankruptcy, reorganization, arrangement,
     insolvency, readjustment of debt, dissolution or liquidation or similar law
     of any jurisdiction, now or hereafter in effect, or takes any action to
     authorize or in furtherance of any of the foregoing, or if any such
     petition or application is filed or any such case or other proceeding is
     commenced against any Borrower or Excluded Subsidiary and any Borrower or
     Excluded Subsidiary indicates its approval thereof, consent thereto or
     acquiescence therein;

         (h) a decree or order is entered appointing any such trustee,
     custodian, liquidator, receiver or receiver/manager or adjudicating any
     Borrower or Excluded Subsidiary bankrupt or insolvent, or approving a
     petition in any such case or other proceeding, or a decree or order for
     relief is entered in respect of any Borrower or Excluded Subsidiary in an
     involuntary case under federal bankruptcy laws as now or hereafter
     constituted, and such decree or order remains in effect for more than sixty
     (60) days, whether or not consecutive;

         (i) if there shall remain in force, undischarged, unsatisfied and
     unstayed, for more than forty-five (45) days, whether or not consecutive,
     any final judgment against any Borrower or Excluded Subsidiary which, with
     other outstanding final judgments, against the Borrowers and Excluded
     Subsidiaries exceeds in the aggregate $2,500,000 after taking into account
     any undisputed insurance coverage;

         (j) any Borrower or Excluded Subsidiary or any ERISA Affiliate incurs
     any liability to the PBGC or similar Canadian authorities or a Guaranteed
     Pension Plan (or any corresponding plan described in any Applicable
     Canadian Pension Legislation) pursuant to Title IV of ERISA in an aggregate
     amount exceeding $1,000,000, or any Borrower or Excluded Subsidiary or any
     ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of
     ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding
     $1,000,000, or any of the following occurs with respect to a Guaranteed
     Pension Plan (or any corresponding plan described in any Applicable
     Canadian Pension Legislation): (i) an ERISA Reportable Event or similar
     event under Applicable Canadian Pension Legislation, or a failure to make a
     required installment or other payment (within the meaning of ss.302(f)(1)
     of ERISA), PROVIDED THAT thE Administrative Agent determines in its
     reasonable discretion that such event (A) could be expected to result in
     liability of any Borrower or Excluded Subsidiary to the PBGC, similar
     Canadian authorities or such Plan in an aggregate amount exceeding
     $1,000,000 and (B) could constitute grounds for the termination of such
     Plan by the PBGC or similar Canadian authorities, for the appointment by
     the appropriate United States District Court or Canadian Court of a trustee
     to administer such Plan or for the imposition of a lien in favor of such
     Plan; or (ii) the appointment by a United States District Court or Canadian
     Court of a trustee to administer such Plan; or (iii) the institution by the
     PBGC or similar Canadian authorities of proceedings to terminate such Plan;

         (k) if any of the Loan Documents shall be cancelled, terminated,
     revoked or rescinded otherwise than in accordance with the terms thereof or
     with the express prior


<PAGE>

                                      -69-

     written agreement, consent or approval of the Lenders, or any action at
     law, suit or in equity or other legal proceeding to cancel, revoke or
     rescind any of the Loan Documents shall be commenced by or on behalf of the
     Borrowers or any of their respective stockholders, or any court or any
     other governmental or regulatory authority or agency of competent
     jurisdiction shall make a determination that, or issue a judgment, order,
     decree or ruling to the effect that, any one or more of the Loan Documents
     is illegal, invalid or unenforceable in accordance with the terms thereof;

         (l) any Person or group of Persons (within the meaning of Section 13 or
     14 of the Securities Exchange Act of 1934, as amended) shall have acquired
     beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
     Securities and Exchange Commission under said Act) of 25% or more of the
     outstanding shares of common stock of the Parent (other than Berkshire
     Partners LLC); or, during any period of twelve consecutive calendar months,
     individuals who were directors of the Parent on the first day of such
     period shall cease to constitute a majority of the board of directors of
     the Parent;

         (m) a "CHANGE OF CONTROL" as defined in the Series A Certificate shall
     occur; or

         (n) a "CHANGE OF CONTROL" as defined in the Indenture shall occur;

     then, and in any such event, so long as the same may be continuing, the
     Administrative Agent shall upon the request of the Required Lenders, by
     notice in writing to the Borrowers, declare all amounts owing with respect
     to this Credit Agreement, the Notes and the other Loan Documents and all
     Reimbursement Obligations to be, and they shall thereupon forthwith become,
     immediately due and payable without presentment, demand, protest or other
     notice of any kind, all of which are hereby expressly waived by the
     Borrowers; PROVIDED that in the event of any Event of Default specified in
     ss.13.1(g) or 13.1(h), alL such amounts shall become immediately due and
     payable automatically and without any requirement of notice from the
     Administrative Agent or any Lender. Upon demand by the Required Lenders
     after the occurrence of any Event of Default, the Borrowers shall
     immediately provide to the Administrative Agent cash in an amount equal to
     the aggregate Maximum Drawing Amount of all Letters of Credit outstanding,
     to be held by the Administrative Agent as collateral security for the
     Obligations.

         SS.13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events
of Default specified in ss.13.1(g) or (h) shall occur, any unused portion of the
Total Commitment hereunder shall forthwitH terminate and the Lenders shall be
relieved of all obligations to make Loans to, or issue Letters of Credit for the
account of, any of the Borrowers. If any other Event of Default shall have
occurred and be continuing, or if on any Drawdown Date the conditions precedent
to the making of the Loans to be made on such Drawdown Date or the issuance of
any Letters of Credit to be issued on such date are not satisfied (except as a
consequence of a default on the part of the Lenders), the Administrative Agent
may, and upon request of the Required Lenders, shall, by notice to the
Borrowers, terminate the unused portion of the Total Commitment hereunder, and
upon such notice being given, such unused portion of the Total Commitment
hereunder shall terminate immediately and the Lenders shall be relieved of all
further obligations to make Loans to, or issue Letters of Credit for, the
account of the Borrowers hereunder. No termination of any portion of the Total
Commitment hereunder shall relieve the Borrowers of any of their existing
Obligations to the Lenders hereunder or elsewhere.


<PAGE>

                                      -70-

         SS.13.3. REMEDIES. Subject toss.15.8, in case any one or more of the
Events of Default shall have occurred and be continuing, and whether or not the
Lenders shall have accelerated the maturity of the Loans pursuant to ss.13.1,
each Lender with the consent of the Required Lenders, if owed any amount with
respect tO the Loans or the Reimbursement Obligations, may proceed to protect
and enforce its rights by suit in equity, action at law or other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in this Credit Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations to such Lender are evidenced,
including, without limitation, as permitted by applicable law, the obtaining of
the EX PARTE appointment of a receiver, and, if such amount shall have become
due, by declaration or otherwise, proceed to enforce the payment thereof or any
legal or equitable right of such Lender. No remedy herein conferred upon any
Lender or the Agents or the holder of any Note or purchaser of any Letter of
Credit Participation is intended to be exclusive of any other remedy and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or any other provision of law.

         SS.13.4. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that,
following the occurrence or during the continuance of any Default or Event of
Default, the Administrative Agent or any Lender, as the case may be, receives
any monies in connection with the enforcement of any the Security Documents, or
otherwise with respect to the realization upon any of the Collateral, such
monies shall be distributed for application as follows:

         (a) FIRST, to the payment of, or (as the case may be) the reimbursement
     of the Administrative Agent for or in respect of all reasonable costs,
     expenses, disbursements and losses which shall have been incurred or
     sustained by the Administrative Agent in connection with the collection of
     such monies by the Administrative Agent, for the exercise, protection or
     enforcement by the Administrative Agent of all or any of the rights,
     remedies, powers and privileges of the Administrative Agent under this
     Agreement or any of the other Loan Documents or in respect of the
     Collateral or in support of any provision of adequate indemnity to the
     Administrative Agent against any taxes or liens which by law shall have, or
     may have, priority over the rights of the Administrative Agent to such
     monies;

         (b) SECOND, to all other Obligations pari passu among the
     Administrative Agent and the Lenders; PROVIDED, HOWEVER, that (i)
     distributions shall be made with respect to each type of Obligation owing
     to the Lenders, such as interest, principal, fees and expenses, among the
     Lenders on a PRO RATA basis, and (ii) the Administrative Agent may in its
     discretion make proper allowance to take into account any Obligations not
     then due and payable;

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

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

     SS.14. SETOFF. The Borrowers hereby grant to the Agents, the Issuing Lender
and each of the Lenders A continuing lien, security interest and right of setoff
as security for all liabilities


<PAGE>

                                      -71-

and obligations to the Agents, the Issuing Lender and each Lender, whether now
existing or hereafter arising, upon and against all deposits, credits,
collateral and property, now or hereafter in the possession, custody,
safekeeping or control of such Agent, the Issuing Lender or such Lender or any
of their Affiliates and their respective successors and assigns or in transit to
any of them. Regardless of the adequacy of any collateral, if any of the
Obligations are due and payable and have not been paid or during the continuance
of an Event of Default, any deposits or other sums credited by or due from any
Lender or the Administrative Agent to the Borrowers and any securities or other
property of the Borrowers in the possession of such Lender or the Administrative
Agent may be applied to or set off against the payment of the Obligations and
any and all other liabilities, direct, or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, of the Borrowers to the
Lenders. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS
OR OTHER PROPERTY OF THE BORROWERS ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that if
such Lender shall receive from the Borrowers any amount in respect of the
Obligations, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the claim evidenced by the Loan
Documents, by proceedings against the Borrowers at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation, receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the
Obligations owed to such Lender any amount in excess of its ratable portion of
the payments received by all of the Lenders with respect to the Obligations owed
to all of the Lenders, such Lender will make such disposition and arrangements
with the other Lenders with respect to such excess, either by way of
distribution, PRO TANTO assignment of claims, subrogation or otherwise as shall
result in each Lender receiving in respect of the Obligations such Lender's
proportionate payment as contemplated by this Credit Agreement; PROVIDED that if
all or any part of such excess payment is thereafter recovered from such Lender,
such disposition and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.

     SS.15. THE AGENTS.

         SS.15.1. APPOINTMENT, POWERS AND IMMUNITIES.

         (a) Each Lender hereby irrevocably appoints and authorizes Fleet to act
     as the Administrative Agent and BOA to act as Syndication Agent hereunder
     and under the other Loan Documents. Each Lender irrevocably authorizes the
     Administrative Agent to execute the Security Documents and all other
     instruments relating thereto and to take from time to time any action with
     respect to any Collateral or the Security Documents which may be necessary
     to perfect, maintain perfected or insure the priority of the security
     interest in and liens upon the Collateral granted pursuant to the Security
     Documents, and authorizes the Agents to take such other action on behalf of
     each of the Lenders and to exercise all such powers as are delegated to the
     Agents hereunder and under any of the other Loan Documents and all related
     documents, together with such other powers as are reasonably incidental
     thereto, PROVIDED that no duties or responsibilities not expressly assumed
     herein or therein shall be implied to have been assumed by the Agents.

         (b) The relationship between the Agents and each of the Lenders is that
     of an independent contractor. The use of the terms "ADMINISTRATIVE AGENT"
     and "SYNDICATION


<PAGE>
                                      -72-

     AGENT" is for convenience only and is used to describe, as a form of
     convention, the independent contractual relationship between the Agents and
     each of the Lenders. Nothing contained in this Credit Agreement nor the
     other Loan Documents shall be construed to create an agency, trust or other
     fiduciary relationship between the Agents and any of the Lenders. As an
     independent contractor empowered by the Lenders to exercise certain rights
     and perform certain duties and responsibilities hereunder and under the
     other Loan Documents, the Agents are nevertheless "REPRESENTATIVES" of the
     Lenders, as that term is defined in Article 1 of the Uniform Commercial
     Code, for purposes of actions for the benefit of the Lenders and the Agents
     with respect to all collateral security and guaranties contemplated by the
     Loan Documents. Such actions include the designation of the Administrative
     Agent as "SECURED PARTY", "MORTGAGEE" or the like on all financing
     statements and other documents and instruments, whether recorded or
     otherwise, relating to the attachment, perfection, priority or enforcement
     of any security interests, mortgages or deeds of trust in collateral
     security intended to secure the payment or performance of any of the
     Obligations, all for the benefit of the Lenders and the Agents.

         (c) The Administrative Agent and the Syndication Agent may exercise
     their powers and execute their duties by or through employees or agents and
     attorneys-in-fact and shall not be responsible for the negligence or
     misconduct of any such employees, agents or attorneys-in-fact selected by
     it with reasonable care. The Agents shall be entitled to take, and to rely
     on, advice of counsel concerning all matters pertaining to their rights and
     duties under this Credit Agreement and the other Loan Documents. Each Agent
     may utilize the services of such Persons as it in its sole discretion may
     reasonably determine, and all reasonable fees and expenses of any such
     Persons shall be paid by the Borrowers.

         (d) Neither of the Agents nor any of their respective shareholders,
     directors, officers or employees nor any other Person assisting them in
     their duties nor any agent or employee thereof, shall be liable for any
     waiver, consent or approval given or any action taken, or omitted to be
     taken, in good faith by it or them hereunder or under any of the other Loan
     Documents, or in connection herewith or therewith, or be responsible for
     the consequences of any oversight or error of judgment whatsoever, except
     that the Agents or such other Person, as the case may be, may be liable for
     losses due to their willful misconduct or gross negligence.

         (e) Each Agent in its separate capacity as a Lender shall have the same
     rights and powers hereunder as any other Lender. It is agreed that the
     duties, rights, privileges and immunities of the Issuing Lender, in its
     capacity as issuer of Letters of Credit hereunder, shall be identical to
     its duties, rights, privileges and immunities as a Lender as provided in
     this ss.15.

         SS.15.2. ACTIONS BY AGENTS. The Agents shall be fully justified in
failing or refusing to take any action under this Credit Agreement as they
reasonably deem appropriate unless they shall first have received such advice or
concurrence of the Lenders and shall be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and expense which may
be incurred by them by reason of taking or continuing to take any such action.
The Agents shall in all cases be fully protected in acting, or in refraining
from acting, under this Credit Agreement or any of the Loan Documents in
accordance with a request of the Lenders, and such request and any action taken
or failure to act pursuant thereto shall be binding upon the Lenders and all
future holders of the Notes or any Letter of Credit Participation.


<PAGE>

                                      -73-

         SS.15.3. INDEMNIFICATION OF AGENTS. Without limiting the obligations of
the Borrowers hereunder or under any other Loan Document, the Lenders agree to
indemnify the Agents and their respective affiliates, agents, directors,
officers and shareholders, and ratably in accordance with their respective Loan
Percentages for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements or any
kind or nature whatsoever which may at any time be imposed on, incurred by or
asserted against the Agents in any way relating to or arising out of this Credit
Agreement or any other Loan Document or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or the enforcement of any of the terms hereof or thereof or of any such other
documents; PROVIDED, THAT no Lender shall be liable for any of the foregoing to
the extent they arise from the gross negligence or willful misconduct of such
Agent (or any agent thereof).

         SS.15.4. REIMBURSEMENT FOR ADVANCES MADE BY ADMINISTRATIVE AGENT.
Without limiting the provisions of ss.15.3, the Lenders and the Administrative
Agent hereby agree that the Administrative Agent shalL not be obliged to make
available to any Person any sum which the Administrative Agent is expecting to
receive for the account of that Person until the Administrative Agent has
determined that it has received that sum. The Administrative Agent may, however,
disburse funds prior to determining that the sums which the Administrative Agent
expects to receive have been finally and unconditionally paid to the
Administrative Agent, if the Administrative Agent wishes to do so. If and to the
extent that the Administrative Agent does disburse funds and it later becomes
apparent that the Administrative Agent did not then receive a payment in an
amount equal to the sum paid out, then any Person to whom the Administrative
Agent made the funds available shall, on demand from the Administrative Agent,
refund to the Administrative Agent the sum paid to that Person. If, in the
opinion of the Administrative Agent, the distribution of any amount received by
it in such capacity hereunder or under the Loan Documents might involve it in
liability, it may refrain from making distribution until its right to make
distribution shall have been adjudicated by a court of competent jurisdiction.
If a court of competent jurisdiction shall adjudge that any amount received and
distributed by the Administrative Agent is to be repaid, each Person to whom any
such distribution shall have been made shall either repay to the Administrative
Agent its proportionate share of the amount so adjudged to be repaid or shall
pay over the same in such manner and to such Persons as shall be determined by
such court.

         SS.15.5. CLOSING DOCUMENTATION, ETC. For purposes of determining
compliance with the conditions set forth in ss.10, each Lender that has executed
this Credit Agreement shall be deemed to havE consented to, approved or
accepted, or to be satisfied with, each document and matter either sent, or made
available, by the Agents or the Co-Arrangers to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be to be consent
to or approved by or acceptable or satisfactory to such Lender, unless an
officer of such Agent or such Co-Arranger active upon the Borrowers' account
shall have received notice from such Lender prior to the Effective Date
specifying such Lender's objection thereto and such objection shall not have
been withdrawn by notice to such Agent or such Co-Arranger to such effect on or
prior to the Effective Date. The Administrative Agent will forward to each
Lender, promptly after the Administrative Agent's receipt thereof, a copy of
each notice or other document furnished to the Administrative Agent for such
Lender hereunder; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the
Administrative Agent may furnish to the Lenders a monthly summary with respect
to Letters of Credit issued hereunder in lieu of copies of the related Letter of
Credit Applications.


<PAGE>

                                      -74-

         SS.15.6. NON-RELIANCE ON AGENTS AND OTHER LENDERS. Each Lender
represents that it has, independently and without reliance on either Agent or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of the financial condition and affairs of
the Borrowers and decision to enter into this Credit Agreement and the other
Loan Documents and agrees that it will, independently and without reliance upon
either 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 appraisals and
decisions in taking or not taking action under this Credit Agreement or any
other Loan Document. The Agents shall not be responsible for the due execution
or validity or enforceability of this Credit Agreement, the Notes, the Letters
of Credit, any of the other Loan Documents or any instrument at any time
constituting, or intended to constitute, collateral security for the Notes, or
for the value of any such collateral security or for the validity,
enforceability or collectability of any such amounts owing with respect to the
Notes, or for any recitals or statements, warranties or representations made
herein or in any of the other Loan Documents or in any certificate or instrument
hereafter furnished to it by or on behalf of the Borrowers, or be bound to
ascertain or inquire as to the performance or observance by the Borrowers of any
of the terms, conditions, covenants or agreements in this Credit Agreement, the
other Loan Documents or any other document referred to or provided for herein or
therein or to make inquiry of, or to inspect the properties or books of, any
Person. The Agents shall not be bound to ascertain whether any notice, consent,
waiver or request delivered to it by the Borrowers or any holder of any of the
Notes shall have been duly authorized or is true, accurate and complete. Except
for notices, reports and other documents and information expressly required to
be furnished to the Lenders by the Agents hereunder, the Agents shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning any Person which may come into the possession of the
Agents or any of their affiliates. The Agents have not made nor do they now make
any representations or warranties, express or implied, nor do they assume any
liability to the Lenders, with respect to the credit worthiness or financial
conditions of the Borrowers. Each Lender shall have access to all documents
relating to each Agent's performance of its duties hereunder at such Lender's
request. Unless any Lender shall promptly object to any action taken by an Agent
hereunder (other than actions to which the provisions of ss.15.8 are applicable
and other than actions which constitute gross negligencE or willful misconduct
by such Agent), such Lender shall conclusively be presumed to have approved the
same.

         SS.15.7. RESIGNATION. The Administrative Agent may resign at any time
by giving sixty (60) days' prior written notice thereof to the Lenders and the
Borrowers. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor Lender
Agent, which shall be a financial institution which shall be a financial
institution having a rating of not less than "A" or its equivalent by S&P. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation, the provisions of this Credit
Agreement shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.
Any new Administrative Agent appointed pursuant to this ss.15.7 shall
immediately issue new Letters of Credit in place of Letters oF Credit previously
issued by the prior Administrative Agent.


<PAGE>

                                      -75-

         SS.15.8. ACTION BY THE LENDERS, CONSENTS, AMENDMENTS, WAIVERS, ETC. Any
consent or approval required or permitted by this Credit Agreement to be given
by the Lenders may be given, and any term of this Credit Agreement, the other
Loan Documents or any other instrument related hereto or mentioned herein may be
amended, and the performance or observance by the Borrower or any of its
Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or
such other instrument or the continuance of any Default or Event of Default may
be waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, the written consent of the Borrowers and
the written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, waiver or consent shall:

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

         (i)  reduce or forgive the principal amount of any Loans or
              Reimbursement Obligations, or reduce the rate of interest on the
              Notes or the amount of the Commitment Fee, Financial L/C Fee or
              Performance L/C Fee;

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

         (iii) postpone or extend the Revolving Credit Maturity Date or the Term
              Loan Maturity Date or any other regularly scheduled dates for
              payments of principal of, or interest on, the Loans or
              Reimbursement Obligations or any fees or other amounts payable to
              such Lender (it being understood that any vote to rescind any
              acceleration made pursuant to ss.13.1 of amounts owing with
              respect to the Loans and other Obligations shall requirE only the
              approval of the Required Lenders);

         (iv) other than pursuant to a transaction permitted by the terms of
              this Credit Agreement, release (A) all or substantially all of the
              Collateral (excluding, if any Borrower becomes a debtor under the
              federal Bankruptcy Code, the release of "cash collateral", as
              defined in Section 363(a) of the federal Bankruptcy Code pursuant
              to a cash collateral stipulation with the debtor approved by the
              Required Lenders) or (B) any Borrower from its Obligations; and

         (v)  amend or modify the provisions ofss.4.4 (Mandatory Prepayments of
              Term Loan),ss.13.4 (Distribution of Collateral Proceeds)
              orss.27(a) (Pari Passu Treatment);

         (b) without the written consent of all of the Lenders, amend or waive
     thisss.15.8 or the definition of Required Lenders;

         (c) without the written consent of the Administrative Agent, amend or
     waive ss.2.8 or ss.15, the amount or time of payment of the Administrative
     Agent's fees payable for the Administrative Agent's account or any other
     provision applicable to the Administrative Agent; or

         (d) without the written consent of the Issuing Lender, amend or waive,
     the amount or time of payment of any Financial L/C Fees or Performance L/C
     Fees or other


<PAGE>

                                      -76-

     fees payable for the Issuing Lender's account or any other provision
     applicable to the Issuing Lender.

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

     SS.16. EXPENSES. Whether or not the transactions contemplated herein shall
be consummated, the BorrowerS hereby promise to pay (a) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) subject to ss.5.2(d),
any taxes (includinG any interest and penalties in respect thereto) payable by
either Agent, the Issuing Lender or any of the Lenders (other than taxes based
upon such Agent's, the Issuing Lender's or any Lender's net income) on or with
respect to the transactions contemplated by this Credit Agreement (the Borrowers
hereby agreeing to indemnify the Agents, the Issuing Lender and the Lenders with
respect thereto), (c) all reasonable fees, expenses and disbursements of counsel
for the Agents or any local counsel to the Administrative Agent incurred or
expended in connection with the preparation, syndication, negotiation,
administration or interpretation of this Credit Agreement, the other Loan
Documents, each closing hereunder, any amendment, modification, approval,
consent or waiver hereto or hereunder, or the cancellation of any Loan Document
upon payment in full in cash of all of the Obligations or pursuant to any terms
of such Loan Document providing for such cancellation, (d) all reasonable
out-of-pocket costs, fees and expenses of the Agents or any of their affiliates
incurred in connection with the preparation, syndication, administration or
interpretation of the Loan Documents and other instruments mentioned herein
(including, without limitation, collateral evaluation costs and Consulting
Engineer's fees), (e) all reasonable out-of-pocket expenses (including, without
limitation, reasonable attorneys' fees and costs, which attorneys may be
employees of any Lender or the Administrative Agent, and reasonable consulting,
accounting, appraisal, investment banker and similar professional fees and
charges) incurred by any Lender or the Administrative Agent in connection with
(i) the enforcement of, or preservation of rights under, any of the Loan
Documents against the Borrowers or the administration thereof after the
occurrence of a Default or Event of Default and (ii) any litigation, proceeding
or dispute, whether arising hereunder or otherwise, in any way related to the
credit hereunder and (f) all reasonable fees, expenses and disbursements of any
Lender or the Administrative Agent incurred in connection with UCC searches, UCC
filings, intellectual property searches or intellectual property filings. The
covenants contained in this ss.16 shall survive payment or satisfaction in full
of all otheR obligations.

     SS.17. INDEMNIFICATION. The Borrowers jointly and severally agree to
indemnify and hold harmless thE Agents, the Issuing Lender and the Lenders, as
well as their respective shareholders, directors, agents, officers,
subsidiaries, affiliates, trustees and advisors, from and against all damages,
losses, settlement payments, obligations, liabilities, claims, actions, suits
(whether groundless or otherwise), penalties, assessments, citations,
directives, demands, judgments, actions or causes of action, whether statutory
created or under the common law, and reasonable costs and expenses incurred,
suffered, sustained or required to be paid by an indemnified party by reason of
or resulting from this Credit Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby including, without limitation, (a)
any actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of any of the Loans or Letters of Credit, (b) the Borrowers entering
into or performing this Credit Agreement or any of the other Loan Documents or
(c) with respect to the Borrowers and their


<PAGE>

                                      -77-

respective properties and assets, the violation of any Environmental Law, the
presence, disposal, escape, seepage, leakage, spillage, discharge, emission,
Release or threatened Release of any Hazardous Substances or any action, suit,
proceeding or investigation brought or threatened with respect to any Hazardous
Substances (including, but not limited to, claims with respect to wrongful
death, personal injury or damage to property), in each case including, without
limitation, the reasonable fees and disbursements of counsel and allocated costs
of internal counsel incurred in connection with any such investigation,
litigation or other proceeding, except in each case, as any of the foregoing
result from the gross negligence or willful misconduct of the indemnified party.
In any investigation, proceeding or litigation, or the preparation therefor,
each Lender shall be entitled to select its own counsel and, in addition to the
foregoing indemnity, the Borrowers agree to pay promptly the reasonable fees and
expenses of such counsel. In the event of the commencement of any such
proceeding or litigation, the Borrowers shall be entitled to participate in such
proceeding or litigation with counsel of their choice at their expense, PROVIDED
that such counsel shall be reasonably satisfactory to the Lenders. The covenants
of this ss.17 shall survive payment or satisfaction in full of the Obligations.

     SS.18. SURVIVAL OF COVENANTS, ETC. Unless otherwise stated herein, all
covenants, agreements, representations and warranties made herein, in the other
Loan Documents or in any documents or other papers delivered by or on behalf of
the Borrowers pursuant hereto shall be deemed to have been relied upon by the
Lenders, the Issuing Lender and the Agents, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Lenders of the Loans and the issuance, extension or renewal of any Letters of
Credit, as herein contemplated, and shall continue in full force and effect so
long as any amount due under this Credit Agreement, any Letter of Credit or the
Notes remains outstanding and unpaid or any Lender has any obligation to make
any Loans or issue any Letters of Credit hereunder. All statements contained in
any certificate or other paper delivered by or on behalf of the Borrowers
pursuant hereto or in connection with the transactions contemplated hereby shall
constitute representations and warranties by the Borrowers hereunder.

     SS.19. ASSIGNMENTS AND PARTICIPATION.

     (a) ASSIGNMENTS. It is understood and agreed that each Lender shall have
the right to assign at any time all or any portion of its Commitment and
interests in the risk relating to any Revolving Credit Loans and outstanding
Letters of Credit and/or its Term Loan Percentage of the Term Loan to any
Person, PROVIDED that: (i) each such assignment shall be in a minimum amount of
$1,000,000 (or, if less, in a minimum amount equal to all of such Lender's
Commitment and interests in the risk relating to any Revolving Credit Loans and
outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan);
(ii) the Administrative Agent and, so long as no Event of Default has occurred
and is continuing, the Parent, shall have consented to such assignment, which
such consent of the Parent shall not be unreasonably withheld; PROVIDED that the
consent of the Administrative Agent and the Parent shall not be required, and
the minimum assignment amount shall not apply, if the assignment is to a Lender
or a Lender Affiliate so long as such assignment would not result in increased
costs to the Borrowers hereunder; and (iii) the proposed assignee and the
assigning Lender execute and deliver to the Administrative Agent and the
Borrowers hereunder an Assignment and Acceptance in the form attached hereto as
EXHIBIT G (in each case, an "ASSIGNMENT AND ACCEPTANCE"). Upon the execution and
delivery of such Assignment and Acceptance, (A) the Borrowers shall issue to the
assignee applicable Notes in the amount of such assignee's Commitment and/or
portion of the Term Loan, dated the effective date of such Assignment and
Acceptance and otherwise completed in substantially the form of the Notes
executed and delivered to the Lenders on the Effective Date and, if applicable,
the assignor shall return to the Borrowers its existing Notes marked
"cancelled"; and (B) the assignee shall


<PAGE>

                                      -78-

pay a processing and recordation fee of $3,500 to the Administrative Agent. Only
one such assignment fee shall be payable for concurrent assignments to Lender
Affiliates of an assigning Lender.

     (b) PARTICIPATIONS. Each Lender shall also have the right to grant
participations to one or more banks, other financial institutions or other
entities whose business is to purchase and sell loan assets in the normal course
(each a "PARTICIPANT") in or to all or any part of any Loans owing to such
Lender and the Note held by such Lender; PROVIDED that (i) any such sale or
participation shall not affect the rights and duties of the selling Lender
hereunder to the Borrowers and (ii) the only rights granted to the Participant
pursuant to such participation arrangements with respect to waivers, amendments
or modifications of the Loan Documents shall be the rights to approve waivers,
amendments or modifications that would require consent by all of the Lenders
under ss.15.8, and (iii) any Participant shall be entitled to the benefits of
ss.5.4, ss.5.5, ss.5.8, ss.5.12 and ss.17 as if it were a Lender hereunder,
PROVIDED, however, that no Borrower shall be required to pay any amount which is
greater than such amount that otherwise would have been payable to the Lender
which sold such participation.

     (c) MISCELLANEOUS. Notwithstanding the foregoing, no assignment,
participation or accession shall operate to (i) except in accordance with
ss.19(g), increase the Total Commitment or amount of the Term LoaN hereunder
unless consented to by the Required Lenders or (ii) reduce the Commitment or
portion of the Term Loan of any Lender to an amount less than $1,000,000 (or, if
less, in a minimum amount equal to all of such Lender's Commitment and interests
in the risk relating to any Revolving Credit Loans and outstanding Letters of
Credit or its Term Loan Percentage of the Term Loan), or (iii) otherwise alter
the substantive terms of this Credit Agreement. Anything contained in this ss.19
to the contrary notwithstanding, any Lender may at any time grant A security
interest in all or any portion of its rights under this Credit Agreement and the
other Loan Documents to secure obligations of such Lender, including without
limitation (a) any pledge or assignment to secure obligations to any of the
twelve Federal Reserve Banks organized under ss.4 of the Federal Reserve Act, 12
U.S.C. ss.341 and (b) with respect to any Lender that is a Fund, to any lender
or any trustee for, or any otheR representative of, holders of obligations owed
or securities issued by such Fund as security for such obligations or securities
or any institutional custodian for such Fund or for such lender; PROVIDED that
no such grant shall release such Lender from any of its obligations hereunder,
provide any voting rights hereunder to the secured party thereof, substitute any
such secured party for such Lender as a party hereto or affect any rights or
obligations of the Borrowers or Agents hereunder.

     (d) REGISTER. On the date specified in any Assignment and Acceptance or
Instrument of Accession and upon the satisfaction of the other conditions set
forth in this ss.19, such bank or financial institution shalL become a party to
this Credit Agreement and the other Loan Documents for all purposes of this
Credit Agreement and the other Loan Documents, and its Commitment and/or portion
of the Term Loan shall be as set forth in the register of Lenders (the
"REGISTER") maintained by the Administrative Agent for the recordation of the
names and addresses of the Lenders and the Commitment Percentage of, Term Loan
Percentage of, and principal amount of the Loans owing to and Letter of Credit
Participations purchased by, the Lenders from time to time. The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrowers, the Administrative Agent and the Lenders may treat each person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Credit Agreement. The Register shall be available for inspection by the
Borrowers and the Lenders at any reasonable time and from time to time upon
reasonable prior notice.


<PAGE>

                                      -79-

     (e) ASSIGNEE OR PARTICIPANT AFFILIATED WITH A BORROWER. If any assignee
Lender is an Affiliate of any Borrower, then any such assignee Lender shall have
no right to vote as a Lender hereunder or under any of the other Loan Documents
for purposes of granting consents or waivers or for purposes of agreeing to
amendments or other modifications to any of the Loan Documents or for purposes
of making requests to the Administrative Agent pursuant to ss.13.1 or ss.13.2,
and the determination of the Required Lenders shall for all purposes of this
CreDit Agreement and the other Loan Documents be made without regard to such
assignee Lender's interest in any of the Loans or Reimbursement Obligations. If
any Lender sells a participating interest in any of the Loans or Reimbursement
Obligations to a Participant, and such Participant is a Borrower or an Affiliate
of a Borrower, then such transferor Lender shall promptly notify the
Administrative Agent of the sale of such participation. A transferor Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Administrative Agent pursuant to ss.13.1 or
ss.13.2 to The extent that such participation is beneficially owned by a
Borrower or any Affiliate of a Borrower, and the determination of the Required
Lenders shall for all purposes of this Credit Agreement and the other Loan
Documents be made without regard to the interest of such transferor Lender in
the Loans or Reimbursement Obligations to the extent of such participation. The
provisions of this ss.19(e) shall not apply to an assigneE Lender or participant
which is also a Lender on the Effective Date or to an assignee Lender or
participant which has disclosed to the other Lenders that it is an Affiliate of
a Borrower and which, following such disclosure, has been excepted from the
provisions of this ss.19(e) in a writing signed by the Required Lenders
determineD without regard to the interest of such assignee Lender or transferor
Lender, to the extent of such participation, in Loans or Reimbursement
Obligations.

     (f) Special Purpose Funding Vehicle. Notwithstanding anything to the
contrary contained in this ss.19, any Lender (a "GRANTING LENDER") may grant to
a special purpose funding vehicle (an "SPV") of such GrantinG Lender, identified
as such in writing from time to time delivered by the Granting Lender to the
Administrative Agent and the Borrowers, the option to provide to the Borrowers
all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrowers pursuant to this Credit Agreement, PROVIDED
that (a) nothing herein shall constitute a commitment to make any Loan by any
SPV, (b) the Granting Lender's obligations under this Credit Agreement shall
remain unchanged, (c) the Granting Lender shall retain the sole right to enforce
this Credit Agreement and to approve any amendment, modification or waiver of
any provision of this Credit Agreement and (d) if an SPV elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by the
Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for
any expense reimbursement, indemnity or similar payment obligation under this
Credit Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Credit Agreement) that, prior to
the date that is one year and one day after the later of (i) the payment in full
of all outstanding senior indebtedness of any SPV and (ii) the Revolving Credit
Maturity Date, or, as applicable, the Term Loan Maturity Date, it will not
institute against, or join any other person in instituting against, such SPV any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States of America or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this ss.19, anY SPV may (A) with notice to, but (except as specified below)
without the prior written consent of, the Borrowers or the Administrative Agent
and without paying any processing fee therefor, assign all or a portion of its
interests in any Loans


<PAGE>

                                      -80-

to its Granting Lender or to any financial institutions (consented to by the
Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, the Borrowers, which consents shall not be unreasonably
withheld or delayed) providing liquidity and/or credit facilities to or for the
account of such SPV to fund the Loans made by such SPV or to support the
securities (if any) issued by such SPV to fund such Loans and (B) disclose on a
confidential basis any non-public information relating to its Loans (other than
financial statements referred to in ss.6.4 or ss.7.4) to any rating agenCy,
commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancement to such SPV. In no event shall the Borrowers be obligated
to pay to an SPV that has made a Loan any greater amount than the Borrowers
would have been obligated to pay under this Agreement if the Granting Lender had
made such Loan. An amendment to this ss.19(f) without the written consent of an
SPV shall be ineffective insofar as it alters thE rights and obligations of such
SPV.

     (g) ACCEDING LENDERS. One or more commercial banks, other financial
institutions or other Persons (in each case, an "ACCEDING LENDER") may, at the
request of the Borrowers, become party to this Credit Agreement as a Lender by
entering into an Instrument of Accession in substantially the form of EXHIBIT H
hereto (an "INSTRUMENT OF ACCESSION") with the Borrowers and the Administrative
Agent and assuming thereunder the rights and obligations of a Lender hereunder,
including, without limitation, Commitments to make Revolving Credit Loans and
participate in the risk relating to Letters of Credit and (as the case may be)
the obligation to fund a portion of the Term Loan in amounts to be agreed upon
by the Borrowers and the Acceding Lender subject to the terms hereof, and the
Total Commitment and (as the case may be) the Term Loan shall thereupon be
increased (each such increase referred to as a "POST-CLOSING INCREASE") by the
amount of such Acceding Lender's interest; PROVIDED that:

         (i) no Default or Event of Default has occurred or is continuing at the
     time of such accession;

         (ii) the Lenders party to this Credit Agreement shall have the first
     option, and may elect, to fund their PRO RATA share of any Post-Closing
     Increase, but no Lender shall have any obligation to do so;

         (iii) in the event that an Acceding Lender was not a Lender party to
     this Credit Agreement prior to giving effect to the Instrument of
     Accession, such Acceding Lender shall be acceptable to the Administrative
     Agent;

         (iv) in no event shall the sum of (a) the Term Loan PLUS (b) the Total
     Commitment (after giving effect to all Instruments of Accession) exceed in
     the aggregate $375,000,000 MINUS any previously effected reductions of the
     Total Commitment and the Term Loan pursuant to ss.2.2, 4.4 or 4.5,
     respectively; and

         (v) the Borrowers shall indemnify the Lenders and the Administrative
     Agent for any cost or expense incurred as a consequence of the reallocation
     of any Eurodollar Rate Loans to an Acceding Lender pursuant to the
     provisions of ss.5.12.

     On the effective date specified in any Instrument of Accession, SCHEDULE 2
hereto shall be deemed to be amended to reflect (x) the name, address,
Commitment, Commitment Percentage and Term Loan Percentage of the Acceding
Lender, (y) the Total Commitment and the Term Loan after giving effect to the
Post-Closing Increase, and (z) the changes to the respective Commitments,
Commitment Percentages and Term Loan Percentages of the other Lenders, as
applicable, resulting from such Post-Closing Increase.


<PAGE>

                                      -81-

     SS.20. PARTIES IN INTEREST. All the terms of this Credit Agreement and the
other Loan Documents shall bE binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and permitted
assigns of the parties hereto and thereto; PROVIDED, that no Borrower shall
assign or transfer its rights or obligations hereunder without the prior written
consent of each Lender. Nothing in this Credit Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby) any legal or equitable
right, remedy or claim under or by reason of this Credit Agreement or any of the
other Loan Documents.

     SS.21. NOTICES, ETC.

     Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the other Loan Documents shall be in writing and shall be
delivered in hand, mailed by United States registered or certified first-class
mail, postage prepaid, sent by overnight courier, or sent by telegraph, telex or
telecopier and confirmed by delivery via courier or postal service, addressed as
follows:

     (a) if to the Borrowers, c/o Casella Waste Systems, Inc. at 25 Greens Hill
Lane, P.O. Box 866, Rutland, Vermont 05701, Attention: Chairman and Chief
Financial Officer, telecopy number 802-775-6198, or at such other address for
notice as the Borrowers shall last have furnished in writing to the Person
giving the notice;

     (b) if to the Administrative Agent or Fleet, at 100 Federal Street, Boston,
Massachusetts 02110, USA, Attention: Timothy M. Laurion, Managing Director,
telecopy number 617-434-2160, or at such other address for notice as the
Administrative Agent or Fleet shall last have furnished in writing to the Person
giving the notice; or

     (c) if to any Lender, at such Lender's address set forth on SCHEDULE 2
hereto, or such other address for notice as such Lender shall have last
furnished in writing to the Person giving the notice.

     Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (a) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer, (b) if sent by registered or
certified first-class mail, postage prepaid, five (5) Business Days after the
posting thereof, and (c) if sent by telex or cable, at the time of the dispatch
thereof, if in normal business hours in the country of receipt, or otherwise at
the opening of business on the following Business Day.

     SS.22. MISCELLANEOUS. The rights and remedies herein expressed are
cumulative and not exclusive of anY other rights which the Lenders, the Issuing
Lender or the Agents would otherwise have. The captions in this Credit Agreement
are for convenience of reference only and shall not define or limit the
provisions hereof. This Credit Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, but all of
which together shall constitute one instrument. In proving this Credit Agreement
it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought. Delivery by
facsimile by any of the parties hereto of an executed counterpart hereof or of
any amendment or waiver hereto shall be as effective as an original executed
counterpart hereof


<PAGE>

                                      -82-

or of such amendment or waiver and shall be considered a representation that an
original executed counterpart hereof or such amendment or waiver, as the case
may be, will be delivered.

     SS.23. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents
executed in connection herewitH or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in ss.15.8. No waiver shall extend to or affect
any obligation not expressly waived or impaiR any right consequent thereon. No
course of dealing or omission on the part of the Administrative Agent or any
Lender in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the
Borrowers to other or further notice or demand in similar or other
circumstances.

     SS.24. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ITS
RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER
LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE
LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. Except as prohibited by law, each of the parties
hereto hereby waives any right it may have to claim or recover in any litigation
referred to in the preceding sentence any special, exemplary, punitive or
consequential damages or any damages other than, or in addition to, actual
damages. Each of the Borrowers (a) certifies that no representative, agent or
attorney of any Lender, the Issuing Lender or the Agents has represented,
expressly or otherwise, that such Lender, the Issuing Lender or the Agents would
not, in the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that the Agents, the Issuing Lender and the Lenders have been
induced to enter into this Credit Agreement, the other Loan Documents to which
it is a party by, among other things, the waivers and certifications contained
herein.

     SS.25. GOVERNING LAW. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICTS OR CHOICE OF LAW). THE BORROWERS CONSENT AND
AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWERS IN ACCORDANCE WITH LAW AT THE ADDRESS SPECIFIED IN
ss.21. THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER
HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS
BROUGHT IN AN INCONVENIENT COURT.

     SS.26. SEVERABILITY. The provisions of this Credit Agreement are severable
and if any one clause oR provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.


<PAGE>

                                      -84-

     SS.27. PARI PASSU TREATMENT.

     (a) Notwithstanding anything to the contrary set forth herein (other than
as set forth in ss.13.4), each payment or prepayment of principal and interest
received after the occurrence of an Event of Default hereunder shall be
distributed pari passu among the Lenders, in accordance with the aggregate
outstanding amount of the Obligations owing to each Lender divided by the
aggregate outstanding amount of all Obligations.

     (b) Following the occurrence and during the continuance of any Event of
Default, each Lender agrees that if it shall, through the exercise of a right of
banker's lien, setoff or counterclaim against any Borrower (pursuant to ss.13.3
or otherwise), including a secured claim under ss.506 of the Bankruptcy Code or
other securIty or interest arising from or in lieu of, such secured claim,
received by such Lender under any applicable bankruptcy, insolvency or other
similar law or otherwise, obtain payment (voluntary or involuntary) in respect
of the Notes, Loans, and other Obligations held by it as a result of which the
unpaid principal portion of the Notes, Loans and the Obligations held by it
shall be proportionately less than the unpaid principal portion of the Notes,
Loans and Obligations held by any other Lender, it shall be deemed to have
simultaneously purchased from such other Lender a participation in the Notes,
Loans and Obligations held by such other Lender, so that the aggregate unpaid
principal amount of the Notes, Loans, Obligations and participations in Notes,
Loans and Obligations held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of the Notes, Loans and Obligations then
outstanding as the principal amount of the Notes, Loans and other Obligations
held by it prior to such exercise of banker's lien, setoff or counterclaim was
to the principal amount of all Notes, Loans and other Obligations outstanding
prior to such exercise of banker's lien, setoff or counterclaim; PROVIDED,
however, that if any such purchase or purchases or adjustments shall be made
pursuant to this ss.27 anD the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustments restored
without interest.

     (c) Each Borrower expressly consents to the foregoing arrangements and
agrees that any Person holding such a participation in the Notes, Loans and the
Obligations deemed to have been so purchased may exercise any and all rights of
banker's lien, setoff or counterclaim with respect to any and all moneys owing
by such Borrower to such Person as fully as if such Person had made a Loan
directly to such Borrower in the amount of such participation.

     (d) Nothing contained in this ss.27 shall impair, as between the Borrowers
and any Lender, thE obligation of the applicable Borrowers to pay such Lender
all amounts payable in respect of such Lender's Notes, Loans, and other
Obligations as and when the same shall become due and payable in accordance with
the terms thereof.

     SS.28. EXISTING CREDIT AGREEMENT SUPERSEDED. This Credit Agreement shall
supersede the Existing CrediT Agreement in its entirety, except as provided in
this ss.28. On the Effective Date, the rights and obligations oF the parties
under the Existing Credit Agreement and the "Notes" as defined therein shall be
subsumed within and be governed by this Credit


<PAGE>

                                      -85-

Agreement and the Notes; PROVIDED, however, that each of the "Revolving Credit
Loans", "Swingline Loans", "Letters of Credit" and the "Term Loan" (as each such
term is defined in the Existing Credit Agreement) outstanding under the Existing
Credit Agreement on the Effective Date shall, for purposes of this Credit
Agreement, be included as Revolving Credit Loans, Swingline Loans, Letters of
Credit and the Term Loan hereunder in accordance with the provisions hereof.

     SS.29. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

         SS.29.1. CONFIDENTIALITY. Each of the Lenders, the Issuing Lender and
the Agents agrees, on behalf of itself and each of its affiliates, directors,
officers, employees and representatives, to use reasonable precautions to keep
confidential, in accordance with their customary procedures for handling
confidential information of the same nature and in accordance with safe and
sound banking practices, any non-public information supplied to it by any of the
Borrowers pursuant to this Credit Agreement that is identified by such Borrower
as being confidential at the time the same is delivered to such Lender, the
Issuing Lender or such Administrative Agent, PROVIDED that nothing herein shall
limit the disclosure of any such information (a) after such information shall
have become public other than through a violation of this ss.29, oR becomes
available to any of the Lenders, the Issuing Lender or the Agents on a
nonconfidential basis from a source other than such Borrower, (b) to the extent
required by statute, rule, regulation or judicial process, (c) to counsel for
any of the Lenders, the Issuing Lender or the Agents, (d) to bank examiners or
any other regulatory authority having jurisdiction over any Lender, the Issuing
Lender or either Agent, or to auditors or accountants, (e) to either Agent, the
Issuing Lender, any Lender or any Financial Affiliate, (f) in connection with
any litigation to which any one or more of the Lenders, the Issuing Lender or
either Agents or any Financial Affiliate is a party, or in connection with the
enforcement of rights or remedies hereunder or under any other Loan Document,
(g) to an affiliate of any Lender or the Issuing Lender or a Subsidiary or
affiliate of either Agent, (h) to any actual or prospective assignee or
participant or any actual or prospective counterparty (or its advisors) to any
swap or derivative transactions referenced to credit or other risks or events
arising under this Credit Agreement or any other Loan Document so long as such
assignee, participant or counterparty, as the case may be, agrees to be bound by
the provisions of this ss.29.1 or (i) with the consent of the Borrowers.
Moreover, each of the Agents, the Issuing Lender, the Lenders and any Financial
Affiliate is hereby expressly permitted by the Borrowers to refer to any of the
Borrowers and the Excluded Subsidiaries in connection with any advertising,
promotion or marketing undertaken by such Agent, the Issuing Lender, such Lender
or such Financial Affiliate and, for such purpose, the such Agent, the Issuing
Lender, such Lender or such Financial Affiliate may utilize any trade name,
trademark, logo or other distinctive symbol associated with any of the Borrowers
or any of their Subsidiaries or any of their businesses.

         SS.29.2. PRIOR NOTIFICATION. Unless specifically prohibited by
applicable law or court order, each of the Lenders, the Issuing Lender and the
Agents shall, prior to disclosure thereof, notify the Borrowers of any request
for disclosure of any such non-public information by any governmental agency or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender, the Issuing Lender or
such Agent by such governmental agency) or pursuant to legal process.

         SS.29.3. OTHER. In no event shall any Lender, the Issuing Lender or
either Agent be obligated or required to return any materials furnished to it or
any Financial Affiliate by the Borrowers. The obligations of each Lender under
this ss.29 shall supersede and replace the obligations of such Lender under anY
confidentiality letter in respect of this financing signed and delivered by such
Lender to the Borrowers prior to the date hereof and shall be binding upon any
assignee of, or purchaser of any participation in, any interest in any of the
Loans or Reimbursement Obligations from any Lender.


<PAGE>

         IN WITNESS WHEREOF, the undersigned have duly executed this Second
Amended and Restated Revolving Credit and Term Loan Agreement as a sealed
instrument as of the date first set forth above.

                          BORROWERS:
                          ---------
                          CASELLA WASTE SYSTEMS, INC.
                          ALL CYCLE WASTE, INC.
                          ALTERNATE ENERGY, INC.
                          ATLANTIC COAST FIBERS, INC.
                          B. AND C. SANITATION CORPORATION
                          BLASDELL DEVELOPMENT GROUP, INC.
                          BRISTOL WASTE MANAGEMENT, INC.
                          CASELLA TRANSPORTATION, INC.
                          CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.
                          CASELLA WASTE MANAGEMENT OF N.Y., INC.
                          CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
                          CASELLA WASTE MANAGEMENT, INC.
                          DATA DESTRUCTION SERVICES, INC.
                          FAIRFIELD COUNTY RECYCLING, INC.
                          FCR CAMDEN, INC.
                          FCR FLORIDA, INC.
                          FCR GREENSBORO, INC.
                          FCR GREENVILLE, INC.
                          FCR MORRIS, INC.
                          FCR PLASTICS, INC.
                          FCR REDEMPTION, INC.
                          FCR TENNESSEE, INC.
                          FCR VIRGINIA, INC.
                          FCR, INC.
                          FOREST ACQUISITIONS, INC.
                          GRASSLANDS INC.
                          HAKES C & D DISPOSAL, INC.
                          HIRAM HOLLOW REGENERATION CORP.
                          K-C INTERNATIONAL, LTD.
                          KTI BIO FUELS, INC.
                          KTI ENERGY OF VIRGINIA, INC.
                          KTI ENVIRONMENTAL GROUP, INC.
                          KTI NEW JERSEY FIBERS, INC.
                          KTI OPERATIONS INC.
                          KTI RECYCLING OF NEW ENGLAND, INC.
                          KTI RECYCLING OF NEW JERSEY, INC.
                          KTI SPECIALTY WASTE SERVICES, INC.
                          KTI, INC.



                             [SIGNATURES CONTINUED ON
                                  FOLLOWING PAGE]


<PAGE>

                                      -2-

                 MECKLENBURG COUNTY RECYCLING, INC.
                 NATURAL ENVIRONMENTAL, INC.
                 NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
                 NEW ENGLAND WASTE SERVICES OF ME, INC.
                 NEW ENGLAND WASTE SERVICES OF N.Y., INC.
                 NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
                 NEW ENGLAND WASTE SERVICES, INC.
                 NEWBURY WASTE MANAGEMENT, INC.
                 NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.
                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
                 NORTHERN SANITATION, INC.
                 PERC, INC.
                 PINE TREE WASTE, INC.
                 R.A. BRONSON INC.
                 RESOURCE RECOVERY OF CAPE COD, INC.
                 RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.
                 RESOURCE RECOVERY SYSTEMS, INC.
                 RESOURCE TRANSFER SERVICES, INC.
                 RESOURCE WASTE SYSTEMS, INC.
                 SCHULTZ LANDFILL, INC.
                 SUNDERLAND WASTE MANAGEMENT,    INC.
                 U.S. FIBER, INC.
                 WASTE-STREAM INC.
                 WESTFIELD DISPOSAL SERVICE, INC.
                 WINTERS BROTHERS, INC.



                 By: /s/ Richard A. Norris
                    --------------------------------------
                      Name:  Richard A. Norris
                      Title: Vice President and Treasurer



                            [SIGNATURES CONTINUED ON FOLLOWING PAGE]


<PAGE>

                                      -3-

                 CASELLA NH INVESTORS CO., LLC

                          By: KTI, Inc., its sole member


                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Name:  Richard A. Norris
                      Title:  Vice President and Treasurer



                 CASELLA NH POWER CO., LLC

                          By: KTI, Inc., its sole member


                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Name:  Richard A. Norris
                      Title:  Vice President and Treasurer



                 CASELLA RTG INVESTORS CO., LLC

                          By: Casella Waste Systems, Inc., its sole member


                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Name:  Richard A. Norris
                      Title:  Chief Financial Officer and Treasurer



                 THE HYLAND FACILITY ASSOCIATES



                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Name:  Richard A. Norris
                      Title:    Duly Authorized Agent



                            [SIGNATURES CONTINUED ON FOLLOWING PAGE]


<PAGE>

                                      -4-

                 MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP

                          By: KTI Environmental Group, Inc., general partner


                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Name:  Richard A. Norris
                      Title:  Vice President and Treasurer



                 NEW ENGLAND LANDFILL SOLUTIONS, LLC
                          By: Rochester Environmental Park, LLC


                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Name:  Richard A. Norris
                      Title:  Vice President and Treasurer



                 PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP

                          By: PERC Inc., general partner


                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Name:  Richard A. Norris
                      Title:  Vice President and Treasurer



                 ROCHESTER ENVIRONMENTAL PARK, LLC


                 By: /s/ Richard A. Norris
                    ---------------------------------------
                      Title:  Vice President and Treasurer


<PAGE>

                 FLEET NATIONAL BANK, individually and as Administrative Agent



                 By: /s/ David C. Brecht
                    ----------------------------------------
                       Name:  David C. Brecht, CFA
                       Title: Vice President


<PAGE>


                 BANK OF AMERICA, N.A., individually and as Syndication Agent



                 By: /s/ Steven R. Arensten
                    ----------------------------------------
                       Name:  Steven R. Arensten
                       Title: Senior Vice President



<PAGE>


                 COMERICA BANK


                 By: /s/ D. Scot Hagwell
                    ----------------------------------------
                       Name:  D. Scott Hagwell
                       Title: CBO


<PAGE>


                 LASALLE BANK NATIONAL ASSOCIATION


                 By: /s/ Brian Peterson
                    ----------------------------------------
                       Name:  Brian Peterson
                       Title: First Vice President



<PAGE>


                 BANKNORTH, N.A.




                 By: /s/ E. Kirke Hart
                    ----------------------------------------
                       Name:  E. Kirke Hart
                       Title: Regional Vice President



<PAGE>


                 MERRILL LYNCH CAPITAL, a division of
                 Merrill Lynch Business Financial
                 Services, Inc.



                 By: /s/ Sheila C. Weimer
                    ----------------------------------------
                       Name:  Sheila C. Weimer
                       Title: Vice President



<PAGE>


                 CITIZENS BANK



                 By: /s/ Daniel Bernard
                    ----------------------------------------
                       Name:  Daniel Bernard
                       Title: Vice President