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                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                             dated as of May 8, 2002

                                      among

                           SYNAGRO TECHNOLOGIES, INC.,

                         VARIOUS FINANCIAL INSTITUTIONS

                                       and

                             BANK OF AMERICA, N.A.,
            as Administrative Agent, Issuing Bank and Swing Line Bank

                         BANC OF AMERICA SECURITIES LLC
                         Lead Arranger and Book Manager

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                                TABLE OF CONTENTS

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SECTION  1    DEFINITIONS...........................................................    1
        1.1   Definitions...........................................................    1
        1.2   Other Interpretive Provisions.........................................   19
        1.3   Reallocation of Percentages and Revolving Loans.......................   20

SECTION  2    COMMITMENTS OF THE BANKS; BORROWING AND
              CONVERSION PROCEDURES; LETTER OF CREDIT PROCEDURES; SWING LINE
              LOANS.................................................................   21
        2.1   Commitments...........................................................   21
               2.1.1  Revolving Loans...............................................   21
               2.1.2  L/C Commitment................................................   21
               2.1.3  Term Loans....................................................   21
        2.2   Loan Procedures.......................................................   22
               2.2.1  Various Types of Loans........................................   22
               2.2.2  Borrowing Procedures..........................................   22
               2.2.3  Conversion and Continuation Procedures........................   22
        2.3   Letter of Credit Procedures...........................................   23
               2.3.1  L/C Applications..............................................   23
               2.3.2  Participations in Letters of Credit...........................   24
               2.3.3  Reimbursement Obligations.....................................   24
               2.3.4  Limitation on Obligations of Issuing Banks....................   25
               2.3.5  Funding by Banks to Issuing Banks.............................   25
        2.4   Swing Line Loans......................................................   26
               2.4.1  Swing Line Loans..............................................   26
               2.4.2  Swing Line Loan Procedures....................................   26
               2.4.3  Refunding of, or Funding of Participations in,
                        Swing Line Loans ...........................................   26
               2.4.4  Repayment of Participations...................................   27
               2.4.5  Participation Obligations Unconditional.......................   27
        2.5   Commitments Several...................................................   28
        2.6   Certain Conditions....................................................   28

SECTION  3    NOTES EVIDENCING LOANS................................................   28
        3.1   Notes.................................................................   28
        3.2   Recordkeeping.........................................................   28

SECTION  4    INTEREST..............................................................   28
        4.1   Interest Rates........................................................   28
        4.2   Interest Payment Dates................................................   29
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        4.3   Setting and Notice of Eurodollar Rates................................   29
        4.4   Computation of Interest...............................................   29

SECTION  5    FEES..................................................................   29
        5.1   Non-Use Fee...........................................................   29
        5.2   Letter of Credit Fees.................................................   30
        5.3   Up-Front and Funding Fees.............................................   30
        5.4   Administrative Agent's and Lead Arranger's Fees.......................   30

SECTION 6 REPAYMENT OF LOANS; CHANGE IN OR TERMINATION OF THE
COMMITMENTS; ADDITIONAL TERM LOANS; PREPAYMENTS.....................................   31
        6.1   Repayment of Loans....................................................   31
        6.2   Changes in the Commitments............................................   31
               6.2.1  Voluntary Reduction or Termination of the Revolving
              Commitments...........................................................   31
               6.2.2  Mandatory Reductions of the Revolving Commitment Amount.......   31
               6.2.3  Optional Increase in the Revolving Commitment Amount;
              Additional Term Loans.  ..............................................   31
        6.3   Prepayments...........................................................   33
               6.3.1  Voluntary Prepayments.........................................   33
               6.3.2  Mandatory Prepayments.........................................   33
               6.3.3  Application of Prepayments of Term Loans......................   34

SECTION  7    MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.......................   34
        7.1   Making of Payments....................................................   34
        7.2   Application of Certain Payments.......................................   34
        7.3   Due Date Extension....................................................   35
        7.4   Setoff; Payment Set Aside.............................................   35
        7.5   Proration of Payments.................................................   35
        7.6   Taxes.................................................................   36

SECTION  8    INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR
              LOANS.................................................................   37
        8.1   Increased Costs.......................................................   37
        8.2   Basis for Determining Interest Rate Inadequate or Unfair..............   39
        8.3   Changes in Law Rendering Eurodollar Loans Unlawful....................   39
        8.4   Funding Losses........................................................   40
        8.5   Right of Banks to Fund through Other Offices..........................   40
        8.6   Discretion of Banks as to Manner of Funding...........................   40
        8.7   Mitigation of Circumstances; Replacement of Affected Bank.............   40
        8.8   Conclusiveness of Statements; Survival of Provisions..................   41

SECTION  9    WARRANTIES............................................................   41
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        9.1   Organization, etc.....................................................   41
        9.2   Authorization; No Conflict............................................   41
        9.3   Validity and Binding Nature...........................................   42
        9.4   Financial Condition...................................................   42
        9.5   No Material Adverse Change............................................   42
        9.6   Litigation and Contingent Liabilities.................................   42
        9.7   Ownership of Properties; Liens........................................   42
        9.8   Subsidiaries..........................................................   43
        9.9   Pension Plans.........................................................   43
        9.10  Investment Company Act................................................   43
        9.11  Public Utility Holding Company Act; Regulation U......................   43
        9.12  Taxes.................................................................   44
        9.13  Solvency, etc.........................................................   44
        9.14  Environmental Matters.................................................   44
        9.15  Information...........................................................   46

SECTION  10   COVENANTS.............................................................   46
        10.1  Reports, Certificates and Other Information...........................   46
               10.1.1  Audit Report.................................................   46
               10.1.2  Quarterly Reports............................................   47
               10.1.3  Monthly Reports..............................................   47
               10.1.4  Compliance Certificates......................................   47
               10.1.5  Reports to SEC and to Shareholders...........................   47
               10.1.6  Notice of Default, Litigation and ERISA Matters..............   47
               10.1.7  Subsidiaries.................................................   48
               10.1.8  Management Reports...........................................   49
               10.1.9  Projections..................................................   49
               10.1.10  Other Information...........................................   49
        10.2  Books, Records and Inspections........................................   49
        10.3  Insurance.............................................................   49
        10.4  Compliance with Laws, Material Contracts; Payment of Taxes and
                Liabilities.........................................................   49
        10.5  Maintenance of Existence, etc.........................................   50
        10.6  Financial Covenants...................................................   50
               10.6.1  Fixed Charge Coverage Ratio..................................   50
               10.6.2  Minimum Interest Coverage....................................   50
               10.6.3  Total Leverage Ratio.........................................   51
               10.6.4  Senior Leverage Ratio........................................   51
               10.6.5 Capital Expenditures..........................................   51
        10.7  Limitations on Debt...................................................   51
        10.8  Liens.................................................................   52
        10.9  Operating Leases......................................................   53
        10.10 Restricted Payments...................................................   54
        10.11 Mergers, Consolidations, Sales........................................   55
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        10.12 Use of Proceeds.......................................................   56
        10.13 Further Assurances....................................................   56
        10.14 Transactions with Affiliates..........................................   57
        10.15 Employee Benefit Plans................................................   57
        10.16 Environmental Laws....................................................   57
        10.17 Unconditional Purchase Obligations....................................   57
        10.18 Inconsistent Agreements...............................................   57
        10.19 Business Activities...................................................   58
        10.20 Advances and Other Investments........................................   58
        10.21 Foreign Subsidiaries..................................................   59
        10.22 Interest Rate Protection..............................................   59
        10.23 Amendments to Certain Documents.......................................   59

SECTION  11   EFFECTIVENESS; CONDITIONS OF LENDING, ETC.............................   60
        11.1  Effectiveness.........................................................   60
               11.1.1  Notes........................................................   60
               11.1.2  Resolutions..................................................   60
               11.1.3  Consents, etc................................................   60
               11.1.4  Incumbency and Signature Certificates........................   60
               11.1.5  Confirmation.................................................   61
               11.1.6  Opinions of Counsel for the Company and the Guarantors
               .....................................................................   61
               11.1.7 Pro Forma Capitalization Table................................   61
               11.1.8  Subordinated Note Documents..................................   61
               11.1.9  Real Estate Documents.  .....................................   61
               11.1.10  Other.......................................................   61
        11.2  Conditions to All Extensions of Credit................................   61
               11.2.1  Compliance with Warranties, No Default, etc..................   61
               11.2.2  Confirmatory Certificate.....................................   62

SECTION  12   EVENTS OF DEFAULT AND THEIR EFFECT....................................   62
        12.1  Events of Default.....................................................   62
               12.1.1  Non-Payment of the Loans, etc................................   62
               12.1.2  Non-Payment of Other Debt....................................   62
               12.1.3  Surety Obligations; Other Material Obligations...............   63
               12.1.4  Bankruptcy, Insolvency, etc..................................   63
               12.1.5  Non-Compliance with Provisions of This Agreement.............   63
               12.1.6  Warranties...................................................   63
               12.1.7  Pension Plans................................................   64
               12.1.8  Judgments....................................................   64
               12.1.9  Invalidity of Guaranty, etc..................................   64
               12.1.10  Invalidity of Collateral Documents, etc.....................   64
               12.1.11 Change in Control............................................   64
               12.1.12  Injunction..................................................   65
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<S>                                                                                    <C>
        12.2  Effect of Event of Default............................................   65

SECTION  13   THE ADMINISTRATIVE AGENT..............................................   66
        13.1  Appointment and Authorization.........................................   66
        13.2  Delegation of Duties..................................................   66
        13.3  Liability of Administrative Agent.....................................   67
        13.4  Reliance by Administrative Agent......................................   67
        13.5  Notice of Default.....................................................   67
        13.6  Credit Decision.......................................................   68
        13.7  Indemnification.......................................................   68
        13.8  Administrative Agent in Individual Capacity...........................   69
        13.9  Successor Administrative Agent........................................   70
        13.10 Withholding Tax.......................................................   70
        13.11 Collateral Matters....................................................   72
        13.12 Other Agents.  .......................................................   72

SECTION  14   GENERAL...............................................................   73
        14.1  Waiver; Amendments....................................................   73
        14.2  Confirmations.........................................................   73
        14.3  Notices...............................................................   74
        14.4  Computations..........................................................   74
        14.5  Regulation U..........................................................   74
        14.6  Costs, Expenses and Taxes.............................................   74
        14.7  Subsidiary References.................................................   75
        14.8  Captions..............................................................   75
        14.9  Assignments; Participations...........................................   75
               14.9.1  Assignments..................................................   75
               14.9.2  Participations...............................................   76
               14.9.3  Resignation of Bank of America as Issuing Bank/
                         Swing Line Bank............................................   77
        14.10 Governing Law.........................................................   77
        14.11 Counterparts..........................................................   78
        14.12 Successors and Assigns................................................   78
        14.13 Indemnification by the Company........................................   78
        14.14 Register.  ...........................................................   79
        14.15 Interest..............................................................   79
        14.15 FORUM SELECTION AND CONSENT TO JURISDICTION...........................   81
       14.16  Waiver of Jury Trial..................................................   81
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                                    SCHEDULES

SCHEDULE 1.1                     Pricing Schedule
SCHEDULE 2.1                     Banks and Percentages
SCHEDULE 6.1                     Amortization of Term Loans
SCHEDULE 9.6                     Litigation and Contingent Liabilities
SCHEDULE 9.8                     Subsidiaries
SCHEDULE 9.14                    Environmental Matters
SCHEDULE 10.7(b)                 Existing Unsecured Debt
SCHEDULE 10.7(c)                 Existing Secured Debt
SCHEDULE 10.7(g)                 Debt to be Repaid
SCHEDULE 10.8                    Existing Liens
SCHEDULE 10.9                    Existing Operating Leases
SCHEDULE 14.3                    Addresses for Notices

                                    EXHIBITS

EXHIBIT A                        Form of Note
EXHIBIT B                        Form of Compliance Certificate
EXHIBIT C                        Copy of Guaranty
EXHIBIT D                        Copy of Restated Security Agreement
EXHIBIT E                        Copy of Company Pledge Agreement
EXHIBIT F                        Form of Subsidiary Pledge Agreement
EXHIBIT G                        Form of Assignment Agreement
EXHIBIT H                        Form of Confirmation
EXHIBIT I                        Form of Increase Request
EXHIBIT J                        Form of Request for Additional Term Loans


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                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

      This THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2002
(this "Agreement") is entered into among SYNAGRO TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), various financial institutions (together with their
respective successors and assigns, the "Banks") and BANK OF AMERICA, N.A. (in
its individual capacity, "Bank of America"), as administrative agent for the
Banks.

      WHEREAS, the Company, various financial institutions and Bank of America,
as administrative agent, have entered into a Second Amended and Restated Credit
Agreement dated as of August 14, 2000 (as previously amended, the "Existing
Agreement");

      WHEREAS, the parties hereto have agreed to amend and restate the Existing
Agreement pursuant to this Agreement; and

      WHEREAS, the parties hereto intend that this Agreement and the documents
executed in connection herewith not effect a novation of the obligations of the
Company under the Existing Agreement, but merely a restatement of and, where
applicable, an amendment to the terms governing such obligations;

      NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Existing Agreement is amended and restated in its entirety, and the
parties hereto agree as follows:

      SECTION 1 DEFINITIONS.

      1.1 Definitions. When used herein the following terms shall have the
following meanings:

      Adjusted Capital Expenditures means Capital Expenditures other than
Capital Expenditures made from the proceeds of asset sales.

      Adjusted EBITDA means, for any period, EBITDA for such period; provided
that in calculating Adjusted EBITDA, (a) the consolidated net income of any
Person acquired (and, solely for the purpose of determining pro forma compliance
with financial covenants pursuant to Section 10.11(c)(4) any Person to be
acquired) by the Company or any Subsidiary during such period (plus, to the
extent deducted in determining such consolidated net income, interest expense,
income tax expense, depreciation and amortization of such Person) shall be
included on a pro forma basis for such period (assuming the consummation of each
such acquisition and the incurrence or assumption of any Debt in connection
therewith occurred on the first day of such period, but adjusted to add back
non-recurring expenses (such as owner compensation) to the extent disclosed to
and reasonably approved by the Required Banks) based upon (i) to the extent
<PAGE>
available, (x) the audited consolidated balance sheet of such acquired Person
and its consolidated Subsidiaries as at the end of the fiscal year of such
Person preceding the acquisition of such Person and the related audited
consolidated statements of income, stockholders' equity and cash flows for such
fiscal year and (y) any subsequent unaudited financial statements for such
Person for the period prior to the acquisition of such Person so long as such
statements were prepared on a basis consistent with the audited financial
statements referred to above or (ii) to the extent the items listed in clause
(i) are not available, such historical financial statements and other
information as is disclosed to, and reasonably approved by, the Required Banks;

      (b) the consolidated net income of any Person (or division or similar
business unit) disposed of by the Company or any Subsidiary during such period
(plus, to the extent deducted in determining such consolidated net income,
interest expense, income tax expense, depreciation and amortization of such
Person (or division or business unit)) shall be excluded on a pro forma basis
for such period (assuming the consummation of such disposition occurred on the
first day of such period); and

      (c) any Stock Option Charges (net of any Recoveries received or taken), if
applicable, shall be added to EBITDA.

      Adjusted Working Capital means the excess of:

      (a) (i) the consolidated current assets of the Company and its
Subsidiaries less (ii) the amount of cash and cash equivalents included in such
consolidated current assets;

over

      (b) (i) consolidated current liabilities of the Company and its
Subsidiaries less (ii) the amount of short-term Debt (including current
maturities of long-term Debt) of the Company and its Subsidiaries included in
such consolidated current liabilities.

      Administrative Agent means Bank of America in its capacity as
administrative agent for the Banks hereunder and any successor thereto in such
capacity.

      Affected Bank means any Bank that has given notice to the Company (which
has not been rescinded) of (i) any obligation by the Company to pay any amount
pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstance of the
nature described in Section 8.2 or 8.3.

      Affiliate of any Person means (i) any other Person which, directly or
indirectly, controls or is controlled by or is under common control with such
Person and (ii) any officer or director of such Person.

      Agent-Related Persons means Bank of America and any successor agent
arising under Section 13.9, together with their respective Affiliates
(including, in the case of Bank of America,


                                       2
<PAGE>
Banc of America Securities LLC), and the officers, directors, employees, agents
and attorneys- in-fact of such Persons and Affiliates.

      Agreement - see the Preamble.

      Applicable Asset Sale Proceeds means the Net Cash Proceeds from any Asset
Sale, excluding (i) Net Cash Proceeds from any Asset Sale of transportation,
processing and spreading equipment so long as such Net Cash Proceeds are used to
purchase similar transportation, processing or spreading equipment within six
months after such Asset Sale; (ii) 50% of the Net Cash Proceeds from the
Sale-Leaseback Transaction; (iii) 100% of the Net Cash Proceeds from any sale of
receivables permitted by Section 10.11(f); and (iv) the first $500,000 of Net
Cash Proceeds received from all other Asset Sales in any Fiscal Year.

      Applicable Revolving Proceeds means, with respect to any Applicable Asset
Sale Proceeds, the amount, if any, of such Applicable Asset Sale Proceeds in
excess of the amount required to pay all Term Loans in full.

      Asset Sale means the sale, lease, assignment or other transfer for value
by the Company or any Subsidiary to any Person (other than the Company or any
Subsidiary) of any asset or right of the Company or such Subsidiary (including
any sale or other transfer of stock of any Subsidiary, whether by merger,
consolidation or otherwise).

      Assignee - see Section 14.9.1.

      Assignment Agreement - see Section 14.9.1.

      Banks - see the Preamble. References to the "Banks" shall include the
Issuing Bank and the Swing Line Bank; for purposes of clarification only, to the
extent that Bank of America (or any successor Issuing Bank or Swing Line Bank)
may have rights or obligations in addition to those of the other Banks due to
its status as Issuing Bank or Swing Line Bank, its status as such will be
specifically referenced.

      Baltimore Bonds means the $58,550,000 Limited Obligation Solid Waste
Disposal Revenue Bonds (Wheelabrator Water Technologies Baltimore L.L.C.
Projects), 1996 Series.

      Bank of America - see the Preamble.

      Base Rate means at any time the greater of (a) the Federal Funds Rate plus
0.5% and (b) the Prime Rate.

      Base Rate Loan means any Loan which bears interest at or by reference to
the Base Rate.

      Base Rate Margin - see Schedule 1.1.


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      Business Day means any day on which Bank of America is open for commercial
banking business in Chicago, Charlotte, Houston, New York and San Francisco and,
in the case of a Business Day which relates to a Eurodollar Loan, on which
dealings are carried on in the interbank eurodollar market.

      Capital Expenditures means all expenditures which, in accordance with
GAAP, would be required to be capitalized and shown on the consolidated balance
sheet of the Company, but excluding expenditures made in connection with the
replacement, substitution or restoration of assets to the extent financed (i)
from insurance proceeds (or other similar recoveries) paid on account of the
loss of or damage to the assets being replaced or restored or (ii) with awards
of compensation arising from the taking by eminent domain or condemnation of the
assets being replaced.

      Capital Lease means, with respect to any Person, any lease of (or other
agreement conveying the right to use) any real or personal property by such
Person that, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of such Person.

      Cash Equivalent Investment means, at any time, (a) any evidence of Debt,
maturing not more than one year after such time, issued or guaranteed by the
United States Government or any agency thereof, (b) commercial paper, maturing
not more than one year from the date of issue, or corporate demand notes, in
each case (unless issued by a Bank or its holding company) rated at least A-l by
Standard & Poor's Ratings Group or P-l by Moody's Investors Service, Inc., (c)
any certificate of deposit (or time deposits represented by such certificates of
deposit) or bankers acceptance, maturing not more than one year after such time,
or overnight Federal Funds transactions that are issued or sold by a commercial
banking institution that is a member of the Federal Reserve System and has a
combined capital and surplus and undivided profits of not less than
$500,000,000, (d) any repurchase agreement entered into with any Bank (or other
commercial banking institution of the stature referred to in clause (c)) which
(i) is secured by a fully perfected security interest in any obligation of the
type described in any of clauses (a) through (c) and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such Bank (or other commercial banking institution)
thereunder and (e) investments in short-term asset management accounts offered
by any Bank for the purpose of investing in loans to any corporation (other than
the Company or an Affiliate of the Company), state or municipality, in each case
organized under the laws of any state of the United States or of the District of
Columbia.

      CERCLA - see Section 9.14.

      Code means the Internal Revenue Code of 1986.

      Collateral Documents means the Company Pledge Agreement, each Subsidiary
Pledge Agreement, the Restated Security Agreement, each Mortgage and any other
agreement pursuant to which the Company or any Guarantor grants collateral to
the Administrative Agent for the benefit of the Banks.


                                       4
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      Commitment means, as to any Bank, such Bank's commitment to make Loans,
and (if applicable) to issue or participate in Letters of Credit and to
participate in Swing Line Loans, under this Agreement.

      Company - see the Preamble.

      Company Pledge Agreement means the pledge agreement between the Company
and the Administrative Agent, a copy of which is attached as Exhibit E.

      Computation Period means each period of four consecutive Fiscal Quarters
ending on the last day of a Fiscal Quarter.

      Consolidated Net Income means, with respect to the Company and its
Subsidiaries for any period, the net income (or loss) of the Company and its
Subsidiaries for such period, excluding, to the extent included in calculating
net income (or loss) for such period, (a) all extraordinary gains during such
period, (b) all Special Credits (as defined below) booked, and Special Charges
(as defined below) taken, during Fiscal Year 2001 and (c) so long as not
included in clause (b), the positive remainder, if any, of all Special Credits
booked minus all Special Charges taken during such period to the extent such
remainder exceeds $2,500,000 (but not excluding any negative remainder of such
calculation). For purposes of the foregoing, "Special Credits" and "Special
Charges" mean special credits and special charges, respectively, as shown on a
consolidated income statement of the Company for the relevant period, excluding,
in the case of special charges, any Stock Option Charges.

      Controlled Group means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Company, are treated
as a single employer under Section 414 of the Code or Section 4001 of ERISA.

      Debt of any Person means, without duplication, (a) all indebtedness of
such Person for borrowed money, whether or not evidenced by bonds, debentures,
notes or similar instruments, (b) all obligations of such Person as lessee under
Capital Leases which have been or should be recorded as liabilities on a balance
sheet of such Person, (c) all obligations of such Person to pay the deferred
purchase price of property or services (excluding trade accounts payable in the
ordinary course of business), (d) all indebtedness secured by a Lien on the
property of such Person, whether or not such indebtedness shall have been
assumed by such Person (it being understood that if such Person has not assumed
or otherwise become personally liable for any such indebtedness, the amount of
the Debt of such Person in connection therewith shall be limited to the lesser
of the face amount of such indebtedness or the fair market value of all property
of such Person securing such indebtedness), (e) all obligations, contingent or
otherwise, with respect to the face amount of all letters of credit (whether or
not drawn) and banker's acceptances issued for the account of such Person
(including the Letters of Credit), (f) all Hedging Obligations of such Person,
(g) all Suretyship Liabilities of such Person and (h) all Debt of any
partnership in which such Person is a general partner. The amount of any
Person's


                                       5
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Debt in respect of any obligation (including any such obligation evidenced by a
note or similar instrument) to pay the deferred purchase price of property or
services where such obligation is contingent upon sales, revenues, the
achievement of a particular business goal or any similar test shall be the
maximum amount which (at any date of determination) is reasonably expected to be
paid in respect of such obligation as estimated by the Company (subject to the
approval of the Required Banks, which shall not be unreasonably withheld).

      Debt to be Repaid means the Debt listed on Schedule 10.7(g).

      Disposal - see the definition of "Release".

      Dollar and the sign "$" mean lawful money of the United States of America.

      EBITDA means, for any period, Consolidated Net Income for such period plus
to the extent deducted in determining such Consolidated Net Income, interest
expense, income tax expense, depreciation and amortization for such period less
all payments of principal and interest made on the Baltimore Bonds and on
Non-Recourse Debt during such period plus any charge taken in the second Fiscal
Quarter of 2002 relating to the write off of deferred financing fees and Hedging
Obligations accrued with respect to the Existing Agreement and the Subordinated
Loan Agreement (as defined in the Existing Agreement).

      Effective Date - see Section 11.1.

      Environmental Claims means all claims, however asserted, by any
governmental, regulatory or judicial authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or
for release of Hazardous Substances or injury to the environment.

      Environmental Laws means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed and enforceable duties, licenses, authorizations
and permits of, and agreements with, any governmental authority, in each case
relating to environmental matters.

      EPIC means Environmental Protection & Improvement Co., a New Jersey
corporation.

      ERISA means the Employee Retirement Income Security Act of 1974.

      Eurocurrency Reserve Percentage means, with respect to any Eurodollar Loan
for any Interest Period, a percentage (expressed as a decimal) equal to the
daily average during such Interest Period of the percentage in effect on each
day of such Interest Period, as prescribed by the FRB, for determining the
aggregate maximum reserve requirements applicable to "Eurocurrency Liabilities"
pursuant to Regulation D or any other then applicable regulation of the FRB
which prescribes reserve requirements applicable to "Eurocurrency Liabilities"
as presently defined in Regulation D.


                                       6
<PAGE>
      Eurodollar Loan means any Loan which bears interest at a rate determined
by reference to the Eurodollar Rate (Reserve Adjusted).

      Eurodollar Margin - see Schedule 1.1.

      Eurodollar Office means with respect to any Bank the office or offices of
such Bank which shall be making or maintaining the Eurodollar Loans of such Bank
hereunder or, if applicable, such other office or offices through which such
Bank determines the Eurodollar Rate. A Eurodollar Office of any Bank may be, at
the option of such Bank, either a domestic or foreign office.

      Eurodollar Rate means, with respect to any Eurodollar Loan for any
Interest Period, the rate per annum at which Dollar deposits in immediately
available funds are offered to the Eurodollar Office of Bank of America two
Business Days prior to the beginning of such Interest Period by major banks in
the interbank eurodollar market as at or about 10:00 A.M., Chicago time, for
delivery on the first day of such Interest Period, for the number of days
comprised therein and in an amount equal or comparable to the amount of the
Eurodollar Loan of Bank of America for such Interest Period.

      Eurodollar Rate (Reserve Adjusted) means, with respect to any Eurodollar
Loan for any Interest Period, a rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) determined pursuant to the following formula:

                       Eurodollar Rate     =      Eurodollar Rate
                                                  ---------------
                     (Reserve Adjusted)           1-Eurocurrency
                                                Reserve Percentage

      Event of Default means any of the events described in Section 12.1.

      Excess Cash Flow means, for any period, the remainder of

      (a) EBITDA for such period,

      less

      (b) the sum, without duplication of

            (i) repayments of principal of Term Loans pursuant to Section 6.1,
      regularly scheduled principal payments arising with respect to any other
      long-term Debt of the Company and its Subsidiaries, and the portion of any
      regularly scheduled payments with respect to Capital Leases allocable to
      principal, in each case made during such period,

      plus


                                       7
<PAGE>
            (ii) voluntary prepayments of the Term Loans pursuant to Section
      6.3.1 during such period,

      plus

            (iii) cash payments made in such period with respect to Capital
      Expenditures,

      plus

            (iv) all federal, state, local and foreign income taxes paid by the
      Company and its Subsidiaries during such period,

      plus

            (v) cash Interest Expense of the Company and its Subsidiaries during
      such period,

      plus

            (vi) any gains on Asset Sales during such period to the extent that
      (A) such gains were included in calculating EBITDA for such period and (B)
      the proceeds of such gains were applied to prepay Term Loans pursuant to
      Subsection 6.3.2(c),

      plus

            (vii) any increase in Adjusted Working Capital during such period
      (exclusive of increases in working capital associated with Asset Sales),

      minus

            (viii) any decrease in Adjusted Working Capital during such period.

      Exemption Representation - see Section 7.6.

      Existing Agreement - see the Recitals.

      Federal Funds Rate means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor
publication, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Administrative Agent of the rates for the
last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
York City time) on that day by each of three


                                       8
<PAGE>
leading brokers of Federal funds transactions in New York City selected by the
Administrative Agent.

      Financial Letter of Credit means any Letter of Credit determined by the
applicable Issuing Bank to be a "financial guaranty-type Standby Letter of
Credit" as defined in footnote 13 to Appendix A to the Risk Based Capital
Guidelines issued by the Comptroller of the Currency (or in any successor
regulation, guideline or ruling by any applicable banking regulatory authority).

      Fiscal Quarter means a fiscal quarter of a Fiscal Year.

      Fiscal Year means the fiscal year of the Company and its Subsidiaries,
which period shall be the 12-month period ending on December 31 of each year.
References to a Fiscal Year with a number corresponding to any calendar year
(e.g., "Fiscal Year 2002") refer to the Fiscal Year ending on December 31 of
such calendar year.

      Fixed Charge Coverage Ratio means, for any Computation Period, the ratio
of (i) Adjusted EBITDA less Adjusted Capital Expenditures for such Computation
Period to (ii) the sum of Interest Expense to the extent payable in cash for
such Computation Period plus the actual aggregate amount of all principal
payments on Debt (other than Debt under the Baltimore Bonds and Non-Recourse
Debt) required to be made by the Company and its Subsidiaries during such
Computation Period plus the amount of dividends paid by the Company (or by any
Subsidiary to any Person other than the Company or another Subsidiary) during
such Computation Period; provided that (x) in calculating Capital Expenditures,
capital expenditures of any Person (or division or similar business unit)
acquired by the Company or any Subsidiary during such period shall be included
on a pro forma basis for such period and the capital expenditures of any Person
(or division or similar business unit) disposed of by the Company or any
Subsidiary during such period shall be excluded on a pro forma basis for such
period and (y) in calculating Interest Expense, any Debt incurred or assumed in
connection with the acquisition of any Person (or division or similar business
unit) shall be assumed to have been incurred or assumed on the first day of such
period and any Debt assumed by any Person (other than the Company or any
Subsidiary) in connection with the disposition of any Person (or division or
similar business unit) disposed of by the Company or any Subsidiary during such
period shall be assumed to have been repaid on the first day of such period.

      Foreign Subsidiary means each Subsidiary of the Company which is organized
under the laws of any jurisdiction other than, and which is conducting the
majority of its business outside of, the United States or any state thereof.

      FRB means the Board of Governors of the Federal Reserve System or any
successor thereto.

      Funded Debt means all Debt of the Company and its Subsidiaries, excluding
(i) contingent obligations in respect of undrawn letters of credit and
Suretyship Liabilities (except,


                                       9
<PAGE>
in each case, to the extent constituting Suretyship Liabilities in respect of
Debt of a Person other than the Company or any Subsidiary), (ii) Hedging
Obligations, (iii) Debt under the Baltimore Bonds, (iv) the Non-Recourse Debt
and (v) Debt of the Company to Subsidiaries and Debt of Subsidiaries to the
Company or to other Subsidiaries.

      GAAP means generally accepted accounting principles set forth from time to
time in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

      Group - see Section 2.2.1.

      Guarantor means, on any day, each Subsidiary that has executed a
counterpart of the Guaranty on or prior to that day (or is required to execute a
counterpart of the Guaranty on that date).

      Guaranty means the Guaranty issued by various Subsidiaries of the Company,
a copy of which is attached as Exhibit C.

      Hazardous Substances - see Section 9.14.

      Hedging Obligations means, with respect to any Person, all liabilities of
such Person under interest rate, currency and commodity swap agreements, cap
agreements and collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates, currency
exchange rates or commodity prices.

      Highest Lawful Rate means, with respect to any indebtedness owed to any
Bank hereunder or under any Note, the maximum nonusurious interest rate, if any,
that at any time or from time to time may be contracted for, taken, reserved,
charged or received by such Bank with respect to such indebtedness under
applicable law.

      Immaterial Law means any provision of any Environmental Law the violation
of which will not (a) violate any judgment, decree or order which is binding
upon the Company or any Subsidiary, (b) result in or threaten any injury to
public health or the environment or any material damage to the property of any
Person or (c) result in any liability or expense (other than any de minimis
liability or expense) for the Company or any Subsidiary; provided that no
provision of any Environmental Law shall be an Immaterial Law if the
Administrative Agent has notified the Company that the Required Banks have
determined in good faith that such provision is material.


                                       10
<PAGE>
      Interest Coverage Ratio means, for any Computation Period, the ratio of
(a) Adjusted EBITDA for such Computation Period to (b) Interest Expense to the
extent payable in cash for such Computation Period.

      Interest Expense means, as to any Person for any period, the consolidated
interest expense of such Person and its Subsidiaries for such period (including
all imputed interest on Capital Leases), excluding, in the case of the Company,
any portion thereof attributable to the Baltimore Bonds and the Non-Recourse
Debt.

      Interest Period means, as to any Eurodollar Loan, the period commencing on
the date such Loan is borrowed or continued as, or converted into, a Eurodollar
Loan and ending on the date one, two, three or six months thereafter, as
selected by the Company pursuant to Section 2.2.2 or 2.2.3; provided that:

            (i) if any Interest Period would otherwise end on a day that is not
      a Business Day, such Interest Period shall be extended to the following
      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 preceding Business Day;

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

            (iii) the Company may not select any Interest Period for any
      Revolving Loan which would extend beyond the scheduled Revolving
      Termination Date; and

            (iv) the Company may not select any Interest Period for a Term Loan
      if, after giving effect to such selection, the aggregate principal amount
      of all Term Loans having Interest Periods ending after any date on which
      an installment of the Term Loans is scheduled to be repaid would exceed
      the aggregate principal amount of the Term Loans scheduled to be
      outstanding after giving effect to such repayment.

      Investment means, relative to any Person, (a) any loan or advance made by
such Person to any other Person (excluding any commission, travel or similar
advances made to directors, officers and employees of the Company or any of its
Subsidiaries), (b) any Suretyship Liability of such Person, (c) any ownership or
similar interest held by such Person in any other Person and (d) deposits and
the like relating to prospective acquisitions of businesses.

      Issuing Bank means Bank of America in its capacity as an issuer of Letters
of Credit hereunder and any other Bank which, with the written consent of the
Company and the Administrative Agent, is the issuer of one or more Letters of
Credit.


                                       11
<PAGE>
      Joint Venture Subsidiary means a single-purpose corporation, partnership,
limited liability company, joint venture or other similar legal arrangement
(whether created by contract or conducted through a separate legal entity) which
is majority-owned by the Company or any of its Subsidiaries and is formed with
another Person in order to conduct a common venture or enterprise with such
Person.

      L/C Application means, with respect to any request for the issuance of a
Letter of Credit, a letter of credit application in the form being used by the
applicable Issuing Bank at the time of such request for the type of letter of
credit requested; provided that to the extent any such letter of credit
application is inconsistent with any provision of this Agreement, the applicable
provision of this Agreement shall control.

      LC Fee Rate - see Schedule 1.1.

      Lead Arranger means Banc of America Securities LLC in its capacity as
arranger of the facilities hereunder.

      Letter of Credit - see Section 2.1.2.

      Lien means, with respect to any Person, any interest granted by such
Person in any real or personal property, asset or other right owned or being
purchased or acquired by such Person which secures payment or performance of any
obligation and shall include any mortgage, lien, encumbrance, charge or other
security interest of any kind, whether arising by contract, as a matter of law,
by judicial process or otherwise.

      Loan means a Revolving Loan, a Swing Line Loan or a Term Loan. ----

      Loan Documents means this Agreement, the Notes, the Guaranty, the L/C
Applications and the Collateral Documents.

      Margin Stock means any "margin stock" as defined in Regulation U of the
FRB.

      Material Adverse Effect means (a) a material adverse change in, or a
material adverse effect upon, the financial condition, operations, assets,
business, properties or prospects of the Company and its Subsidiaries taken as a
whole, or (b) a material adverse effect upon any substantial portion of the
collateral under the Collateral Documents or upon the legality, validity,
binding effect or enforceability against the Company or any Guarantor of any
Loan Document.

      Mortgage means a mortgage, deed of trust, leasehold mortgage or similar
instrument granting the Administrative Agent a Lien on real property owned or
leased by the Company or any Subsidiary.


                                       12
<PAGE>
      Multiemployer Pension Plan means a multiemployer plan, as such term is
defined in Section 4001(a)(3) of ERISA, and to which the Company or any member
of the Controlled Group may have any liability.

      Net Cash Proceeds means:

      (a)   with respect to any Asset Sale, the aggregate cash proceeds
            (including cash proceeds received by way of deferred payment of
            principal pursuant to a note, installment receivable or otherwise,
            but only as and when received) received by the Company or any
            Subsidiary pursuant to such Asset Sale, net of (i) the direct costs
            relating to such Asset Sale (including sales commissions and legal,
            accounting and investment banking fees), (ii) taxes paid or
            reasonably estimated by the Company to be payable as a result
            thereof (after taking into account any available tax credits or
            deductions and any tax sharing arrangements) and (iii) amounts
            required to be applied to the repayment of any Debt secured by a
            Lien on the asset subject to such Asset Sale (other than Debt
            hereunder); and

      (b)   with respect to any issuance of equity securities or Debt, the
            aggregate cash proceeds received by the Company or any Subsidiary
            pursuant to such issuance, net of the direct costs relating to such
            issuance (including sales and underwriter's discounts and
            commissions and legal, accounting and investment banking fees).

      Net Worth means the Company's consolidated stockholders' equity including
the Series D and E Preferred Stock but excluding any equity attributable to any
preferred stock which is mandatorily redeemable, or redeemable at the option of
the holder thereof, prior to one year following the final stated maturity of the
Term Loans).

      Non-Financial Letter of Credit means any Letter of Credit other than a
Financial Letter of Credit.

      Non-Recourse Debt means the Rhode Island Non-Recourse Debt and the SPV
Non- Recourse Debt.

      Non-Use Fee Rate - see Schedule 1.1.

      Note - see Section 3.1.

      Operating Lease means any lease of (or other agreement conveying the right
to use) any real or personal property by the Company or any Subsidiary, as
lessee, other than any Capital Lease.

      PBGC means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.


                                       13
<PAGE>
      Pension Plan means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Pension Plan), and to which the Company or any member of the Controlled Group
may have any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

      Percentage means a Revolving Percentage or a Term Percentage, as the
context may require.

      Person means any natural person, corporation, partnership, trust, limited
liability company, association, governmental authority or unit, or other entity,
whether acting in an individual, fiduciary or other capacity.

      Preferred Stock Purchase Agreement means the Amended and Restated Purchase
Agreement dated as of August 14, 2000 among the Company, GTCR Fund VII and the
TCW/Crescent Lenders.

      Preferred Stock Registration Agreement means the Amended and Restated
Registration Agreement dated as of August 14, 2000 among the Company, GTCR Fund
VII, GTCR Capital and the TCW/Crescent Lenders.

      Prime Rate means, for any day, the rate of interest in effect for such day
as publicly announced from time to time by Bank of America in Charlotte, North
Carolina, as its "prime rate". (The "prime rate" is a rate set by Bank of
America based upon various factors, including Bank of America's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.) Any change in the "prime rate" announced by Bank of
America shall take effect at the opening of business on the day specified in the
public announcement of such change.

      Professional Services Agreement means the Professional Services Agreement
dated January 27, 2000 between the Company and GTCR Golder Rauner, L.L.C.

      RCRA - see Section 9.14.

      Recoveries means any reversal of any reserve established in connection
with any Stock Option Charge.

      Release has the meaning specified in CERCLA and the term "Disposal" (or
"Disposed") has the meaning specified in RCRA; 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, that to the extent that the laws of a state
wherein any affected property lies establish a meaning for "Release" or


                                       14
<PAGE>
"Disposal" which is broader than is specified in either CERCLA or RCRA, such
broader meaning shall apply.

      Required Banks means Banks having an aggregate Total Percentage of more
than 50%.

      Restated Security Agreement means the Restated Security Agreement among
the Company, various subsidiaries and the Administrative Agent, a copy of which
is attached as Exhibit D.

      Revolving Commitment means, as to any Bank, such Bank's commitment to make
Revolving Loans, to participate in Swing Line Loans and to issue or participate
in Letters of Credit under this Agreement.

      Revolving Commitment Amount means $50,000,000, as such amount may be
changed from time to time pursuant to Section 6.2.

      Revolving Loans - see Section 2.1.1.

      Revolving Outstandings means, at any time, the aggregate outstanding
principal amount of all Revolving Loans and Swing Line Loans plus the aggregate
Stated Amount of all Letters of Credit.

      Revolving Percentage means, as to any Bank, the percentage which (a) the
Revolving Commitment of such Bank (or, after termination of the Revolving
Commitments, the principal amount of such Bank's Revolving Loans) is of (b) the
aggregate amount of Revolving Commitments (or after termination of the Revolving
Commitments, the aggregate principal amount of all Revolving Loans). The initial
Revolving Percentage of each Bank is set forth across from such Bank's name on
Schedule 2.1.

      Revolving Termination Date means the earlier to occur of (a) May 8, 2007
or (b) such other date on which the Revolving Commitments terminate pursuant to
Section 6 or 12.

      Rhode Island Facility means the facility and related equipment constructed
and/or purchased for the Rhode Island Project.

      Rhode Island Non-Recourse Debt means Debt incurred for the purpose of
constructing or purchasing equipment for the Rhode Island Project which is
non-recourse to the Company and its Subsidiaries (except for customary
warranties given in connection with non-recourse Debt) and which, in any event,
has terms reasonably acceptable to the Administrative Agent.

      Rhode Island Project means the proposed project pursuant to which
Providence Soils, LLC would develop a soil manufacturing facility for the
processing of biosolids to be located in Johnstown, Rhode Island for which a
proposal was submitted in respect to a request for proposals by the Rhode Island
Resource Recovery Corporation.


                                       15
<PAGE>
      Sale-Leaseback Transaction means the sale by the Company and/or one or
more Subsidiaries of railcars, containers or other mobile equipment and the
concurrent lease, as lessee, of such equipment by the Company and/or one or more
Subsidiaries pursuant to a lease which (a) is treated as an operating lease for
financial reporting purposes (as determined pursuant to Statement of Financial
Accounting Standards No. 13), (b) has a term (or which is renewable or
extendible solely at the option of the lessee for a total period) of not less
than five years, (c) has covenants and defaults no more restrictive than this
Agreement, (d) has amortization reasonably satisfactory to the Administrative
Agent and (e) has an imputed interest rate (absent default) not exceeding LIBOR
(as quoted on Telerate Page 3750 or any similar service) plus 5%.

      SEC means the Securities and Exchange Commission.

      Senior Funded Debt means the remainder of (a) Funded Debt minus (b)
Subordinated Debt.

      Senior Leverage Ratio means, for any Computation Period, the ratio of (i)
Senior Funded Debt as of the last day of such Computation Period to (ii)
Adjusted EBITDA for such Computation Period.

      Series D Preferred Stock means the Series D preferred stock, $.002 par
value per share, of the Company issued pursuant to the Certificate of
Designation dated January 27, 2000.

      Series E Preferred Stock means the Series E preferred stock, $.002 par
value per share, of the Company issued pursuant to the Certificate of
Designation dated June 14, 2000.

      SPV means a Subsidiary of the Company whose organizational documents limit
the activities of such Subsidiary to the development, operation or purchase of
SPV Assets and activities related thereto.

      SPV Asset means, with respect to any SPV, any facility or other asset
developed, owned or purchased by such SPV in compliance with the terms of its
organizational documents.

      SPV Non-Recourse Debt means, with respect to any SPV, Debt incurred by
such SPV for the purpose of financing the development, operation or purchase of
SPV Assets which is non- recourse to the Company and its other Subsidiaries
(except for customary warranties and performance guaranties (so long as such
guaranties are not guaranties of payment obligations of such SPV) given in
connection with non-recourse Debt) and which, in any event, has terms reasonably
acceptable to the Administrative Agent.

      Stated Amount means, with respect to any Letter of Credit at any date of
determination, the maximum aggregate amount available for drawing thereunder at
any time during the then ensuing term of such Letter of Credit under any and all
circumstances, plus the aggregate amount of all unreimbursed payments and
disbursements under such Letter of Credit.


                                       16
<PAGE>
      Stockholders Agreement means the Stockholders Agreement dated as of the
date hereof among the Company, GTCR Capital, GTCR Fund VII and the TCW/Crescent
Lenders.

      Stock Option Charges means any charge taken by the Company with respect to
below market stock option prices provided for stock options granted to its
employees in connection with investments by GTCR Capital and/or GTCR Fund VII
and/or their respective Affiliates and/or any TCW/Crescent Lender.

      Subordinated Debt means (a) the Subordinated Notes, and (b) any other Debt
of the Company which has maturities and other terms, and which is subordinated
to the obligations of the Company and its Subsidiaries hereunder and under the
other Loan Documents in a manner, approved in writing by the Required Banks.

      Subordinated Indenture means the Indenture dated as of April 17, 2002
among the Company, various Subsidiaries and Wells Fargo Bank Minnesota, National
Association, as trustee.

      Subordinated Notes means the notes, in maximum aggregate principal amount
of up to $150,000,000, issued by the Company pursuant to the Subordinated
Indenture.

      Subsidiary means, with respect to any Person, a corporation, partnership,
limited liability company or other entity of which such Person and/or its other
Subsidiaries own, directly or indirectly, such number of outstanding shares or
other ownership interests as have more than 50% of the ordinary voting power for
the election of directors or other managers of such entity. Unless the context
otherwise requires, each reference to Subsidiaries herein shall be a reference
to Subsidiaries of the Company.

      Subsidiary Pledge Agreement means each pledge agreement substantially in
the form of Exhibit F issued by any Subsidiary.

      Suretyship Liability means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to or otherwise to invest in a
debtor, or otherwise to assure a creditor against loss) any indebtedness,
obligation or other liability of any other Person (other than by endorsements of
instruments in the course of collection), or guarantees the payment of dividends
or other distributions upon the shares of any other Person. The amount of any
Person's obligation in respect of any Suretyship Liability shall (subject to any
limitation set forth therein) be deemed to be the principal amount of the debt,
obligation or other liability supported thereby.

      Swing Line Bank means Bank of America in its capacity as swing line lender
hereunder, together with any replacement swing line lender arising under Section
13.9.

      Swing Line Loan - see Section 2.4.1.


                                       17
<PAGE>
      TCW/Crescent Lenders means, collectively, TCW/Crescent Mezzanine Partners
II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P. and TCW Leveraged Income Trust IV, L.P.

      Term Loan - see Section 2.1.3.

      Term Loan Commitment means, as to any Bank, such Bank's obligation to make
Term Loans pursuant to Section 2.1.3.

      Term Percentage means, as to any Bank, the percentage which (a) the Term
Loan Commitment of such Bank (or, after the making of the Term Loans, the
principal amount of such Bank's Term Loan) is of (b) the aggregate amount of
Term Loan Commitments (or after the making of the Term Loans, the aggregate
principal amount of all Term Loans). The initial Term Percentage of each Bank is
set forth across from such Bank's name on Schedule 2.1.

      Total Leverage Ratio means, for any Computation Period, the ratio of (i)
Funded Debt as of the last day of such Computation Period to (ii) Adjusted
EBITDA for such Computation Period.

      Total Percentage means, as to any Bank, the percentage which (a) the
Revolving Commitment of such Bank plus the unpaid principal amount of the Term
Loan of such Bank (plus, after the termination of the Revolving Commitments, the
sum of the unpaid principal amount of the Revolving Loans of such Bank plus the
participations of such Bank in all Swing Line Loans and Letters of Credit is of
(b) the sum of the Commitments of all Banks plus the unpaid principal amount of
all Term Loans (plus, after the termination of the Revolving Commitments, the
sum of the unpaid principal amount of all Revolving Loans plus all Swing Line
Loans plus the Stated Amount of all Letters of Credit; provided that if and so
long as any Bank fails to fund its participation in any Letter of Credit or
Swing Line Loan when required by Section 2.3.5 or 2.4.3, such Bank's Total
Percentage shall be deemed for purposes of this definition to be reduced to the
extent of the defaulted amount and the Total Percentage of the Issuing Bank or
the Swing Line Bank, as applicable, shall be deemed for purposes of this
definition to be increased to such extent.

      Type of Loan or Borrowing - see Section 2.2.1. The types of Loans or
borrowings under this Agreement are as follows: Base Rate Loans or borrowings
and Eurodollar Loans or borrowings.

      Unmatured Event of Default means any event that, if it continues uncured,
will, with lapse of time or notice or both, constitute an Event of Default.

      1.2 Other Interpretive Provisions. (a) The meanings of defined terms are
equally applicable to the singular and plural forms of the defined terms.


                                       18
<PAGE>
      (b) Section, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

      (c) The term "including" is not limiting and means "including without
limitation."

            (i) 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."

      (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such statute
or regulation.

      (e) This 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 cumulative and shall each be
performed in accordance with their terms.

      (f) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Administrative
Agent, the Company, the Banks and the other parties thereto and are the products
of all parties. Accordingly, they shall not be construed against the
Administrative Agent or the Banks merely because of the Administrative Agent's
or Banks' involvement in their preparation.

      1.3 Reallocation of Percentages and Revolving Loans.

      (a) The Company and each Bank agree that, effective on the Effective Date,
(i) this Agreement shall amend and restate in its entirety the Existing
Agreement and (ii) the Percentages of the Banks shall be reallocated in
accordance with the terms hereof.

      (b) To facilitate the reallocation described in clause (a), on the
Effective Date, (i) each bank under the Existing Agreement that will not be a
Bank hereunder will be deemed to have assigned its "Loans" under the Existing
Agreement to the Banks in accordance with their Term Percentages and all "Loans"
under the Existing Agreement shall be deemed to be Term Loans, (ii) each Bank
which is a party to the Existing Agreement (an "Existing Bank") shall transfer
to the Administrative Agent an amount equal to the excess, if any, of such
Bank's Percentage of all outstanding Loans hereunder (including any Loans
requested by the Company on the Effective Date) over the outstanding amount of
all of such Bank's "Loans" under the Existing Agreement, (iii) each Bank which
is not a party to the Existing Agreement shall transfer to the Administrative
Agent an amount equal to such Bank's Percentage of all outstanding Loans


                                       19
<PAGE>
hereunder (including any Loans requested by the Company on the Effective Date),
(iv) the Administrative Agent shall apply the funds received from the Banks
pursuant to clauses (ii) and (iii), first, on behalf of the Banks (pro rata
according to the amount of the loans each is required to purchase to achieve the
reallocation described in clause (a)), to purchase from each Existing Bank which
has "Loans" under the Existing Agreement in excess of such Bank's Percentage of
all then-outstanding Loans hereunder (including any Loans requested by the
Company on the Effective Date), a portion of such loans equal to such excess,
second, to pay to each Existing Bank all interest, fees and other amounts
(including amounts payable pursuant to Section 8.4 of the Existing Agreement,
assuming for such purpose that the loans under the Existing Agreement were
prepaid rather than reallocated on the Effective Date) owed to such Existing
Bank under the Existing Agreement (whether or not otherwise then due) and,
third, as the Company shall direct, and (v) the Company shall select new
Interest Periods to apply to all Loans hereunder (or, to the extent the Company
fails to do so, such Loans shall be Base Rate Loans).

      SECTION 2 COMMITMENTS OF THE BANKS; BORROWING AND CONVERSION PROCEDURES;
LETTER OF CREDIT PROCEDURES; SWING LINE LOANS.

      2.1 Commitments. On and subject to the terms and conditions of this
Agreement, each of the Banks, severally and for itself alone, agrees to make
loans to, and to issue or participate in the issuance of letters of credit for
the account of, the Company as follows:

      2.1.1 Revolving Loans. Each Bank will make loans on a revolving basis
("Revolving Loans") from time to time before the Revolving Termination Date in
such Bank's Revolving Percentage of such aggregate amounts as the Company may
from time to time request from all Banks; provided that the Revolving
Outstandings shall not at any time exceed the Revolving Commitment Amount.

      2.1.2 L/C Commitment. (a) The Issuing Banks will issue standby letters of
credit, in each case containing such terms and conditions as are permitted by
this Agreement and are reasonably satisfactory to the applicable Issuing Bank
and the Company (each a "Letter of Credit"), at the request of and for the
account of the Company (or jointly for the account of the Company and any
Subsidiary) from time to time before the date which is 30 days prior to the
scheduled Revolving Termination Date and (b) as more fully set forth in Section
2.3.5, each Bank agrees to purchase a participation in each such Letter of
Credit; provided that (i) the aggregate Stated Amount of all Letters of Credit
shall not at any time exceed $50,000,000 and (ii) the Revolving Outstandings
shall not at any time exceed the Revolving Commitment Amount.

      2.1.3 Term Loans. Except as set forth in Section 6.2.3, each Bank will
make a single term loan (each a "Term Loan") on the Effective Date in such
Bank's Term Percentage of $70,000,000. Amounts repaid with respect to Term Loans
may not be reborrowed.


                                       20
<PAGE>
      2.2 Loan Procedures.

      2.2.1 Various Types of Loans. Each Revolving Loan shall be, and each Term
Loan may be divided into tranches which are, either a Base Rate Loan or a
Eurodollar Loan (each a "type" of Loan), as the Company shall specify in the
related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3.
Eurodollar Loans having the same Interest Period are sometimes called a "Group"
or collectively "Groups". Base Rate Loans and Eurodollar Loans may be
outstanding at the same time, provided that (i) not more than ten different
Groups of Eurodollar Loans shall be outstanding at any one time, (ii) the
aggregate principal amount of each Group of Eurodollar Loans shall at all times
be at least $500,000 and an integral multiple of $100,000 (provided that at any
time that the aggregate principal amount of all Term Loans is not an integral
multiple of $100,000, one Group of Term Loans may be in an aggregate principal
amount which is not such an integral multiple) and (iii) unless the
Administrative Agent otherwise consents, during the 90 days immediately
following the Effective Date, the Company may not select any Interest Period
longer than one month. All borrowings, conversions and repayments of Loans shall
be effected so that each Bank will have a pro rata share (according to its
Percentage) of all types and Groups of Loans.

      2.2.2 Borrowing Procedures. The Company shall give written notice or
telephonic notice (followed promptly by written confirmation thereof) to the
Administrative Agent of each proposed borrowing not later than (a) in the case
of a Base Rate borrowing, 10:00 A.M., Chicago time, on the proposed date of such
borrowing, and (b) in the case of a Eurodollar borrowing, 10:00 A.M., Chicago
time, at least three Business Days prior to the proposed date of such borrowing.
Each such notice shall be effective upon receipt by the Administrative Agent,
shall be irrevocable, and shall specify the date, amount and type of borrowing
and, in the case of a Eurodollar borrowing, the initial Interest Period
therefor. Promptly upon receipt of such notice, the Administrative Agent shall
advise each Bank thereof. Not later than 1:00 p.m., Chicago time, on the date of
a proposed borrowing, each Bank shall provide the Administrative Agent at the
office specified by the Administrative Agent with immediately available funds
covering such Bank's Percentage of such borrowing and, so long as the
Administrative Agent has not received written notice that the conditions
precedent set forth in Section 11 with respect to such borrowing have not been
satisfied, the Administrative Agent shall pay over the requested amount to the
Company on the requested borrowing date. Each borrowing shall be on a Business
Day. Each borrowing of Base Rate Loans shall be in an aggregate amount of at
least $500,000 and an integral multiple of $100,000 and each borrowing of
Eurodollar Loans shall comply with Section 2.2.1.

      2.2.3 Conversion and Continuation Procedures. (a) Subject to the
provisions of Section 2.2.1, the Company may, upon irrevocable written notice to
the Administrative Agent in accordance with clause (b) below:

            (i) elect, as of any Business Day, to convert any outstanding Loan
      into a Loan of a different type; or


                                       21
<PAGE>
            (ii) elect, as of the last day of the applicable Interest Period, to
      continue any Group of Eurodollar Loans having an Interest Period expiring
      on such day (or any part thereof in an aggregate amount not less than
      $500,000 or a higher integral multiple of $100,000) for a new Interest
      Period.

      (b) The Company shall give written or telephonic (followed promptly by
written confirmation thereof) notice to the Administrative Agent of each
proposed conversion or continuation not later than (i) in the case of conversion
into Base Rate Loans, 10:00 a.m., Chicago time, on the proposed date of such
conversion; and (ii) in the case of a conversion into or continuation of
Eurodollar Loans, 10:00 a.m., Chicago time, at least three Business Days prior
to the proposed date of such conversion or continuation, specifying in each
case:

            (1)   the proposed date of conversion or continuation;

            (2)   the aggregate amount of Loans to be converted or continued;

            (3)   the type of Loans resulting from the proposed conversion or
                  continuation; and

            (4)   in the case of conversion into, or continuation of, Eurodollar
                  Loans, the duration of the requested Interest Period therefor.

      (c) If upon expiration of any Interest Period applicable to any Eurodollar
Loan, the Company has failed to select timely a new Interest Period to be
applicable to such Eurodollar Loan, the Company shall be deemed to have elected
to convert such Eurodollar Loan into a Base Rate Loan effective on the last day
of such Interest Period.

      (d) The Administrative Agent will promptly notify each Bank of its receipt
of a notice of conversion or continuation pursuant to this Section 2.4 or, if no
timely notice is provided by the Company, of the details of any automatic
conversion.

      (e) Unless the Required Banks otherwise consent, during the existence of
any Event of Default or Unmatured Event of Default, the Company may not elect to
have a Loan converted into or continued as a Eurodollar Loan.

      2.3 Letter of Credit Procedures.

      2.3.1 L/C Applications. The Company shall give notice to the
Administrative Agent and the applicable Issuing Bank of the proposed issuance of
each Letter of Credit on a Business Day which is at least three Business Days
(or such lesser number of days as the Administrative Agent and such Issuing Bank
shall agree in any particular instance) prior to the proposed date of issuance
of such Letter of Credit. Each such notice shall be accompanied by an L/C
Application, duly executed by the Company and in all respects satisfactory to
the Administrative Agent and the applicable Issuing Bank, together with such
other documentation as the Administrative


                                       22
<PAGE>
Agent or such Issuing Bank may reasonably request in support thereof, it being
understood that each L/C Application shall specify, among other things, the date
on which the proposed Letter of Credit is to be issued, the expiration date of
such Letter of Credit (which shall not be later than seven days prior to the
Revolving Termination Date) and whether such Letter of Credit is to be
transferable in whole or in part. So long as the applicable Issuing Bank has not
received written notice that the conditions precedent set forth in Section 11
with respect to the issuance of such Letter of Credit have not been satisfied,
such Issuing Bank shall issue such Letter of Credit on the requested issuance
date. Each Issuing Bank shall promptly advise the Administrative Agent of the
issuance of each Letter of Credit by such Issuing Bank and of any amendment
thereto, extension thereof or event or circumstance changing the amount
available for drawing thereunder.

      2.3.2 Participations in Letters of Credit. Concurrently with the issuance
of each Letter of Credit, the applicable Issuing Bank shall be deemed to have
sold and transferred to each other Bank, and each other Bank shall be deemed
irrevocably and unconditionally to have purchased and received from such Issuing
Bank, without recourse or warranty, an undivided interest and participation, to
the extent of such other Bank's Revolving Percentage, in such Letter of Credit
and the Company's reimbursement obligations with respect thereto. For the
purposes of this Agreement, the unparticipated portion of each Letter of Credit
shall be deemed to be the applicable Issuing Bank's "participation" therein.
Each Issuing Bank hereby agrees, upon request of the Administrative Agent or any
Bank, to deliver to such Bank a list of all outstanding Letters of Credit issued
by such Issuing Bank, together with such information related thereto as such
Bank may reasonably request.

      2.3.3 Reimbursement Obligations. The Company hereby unconditionally and
irrevocably agrees to reimburse the applicable Issuing Bank for each payment or
disbursement made by such Issuing Bank under any Letter of Credit honoring any
demand for payment made by the beneficiary thereunder, in each case on the date
that such payment or disbursement is made. Any amount not reimbursed on the date
of such payment or disbursement shall bear interest from the date of such
payment or disbursement to the date that such Issuing Bank is reimbursed by the
Company therefor, payable on demand, at a rate per annum equal to the Base Rate
from time to time in effect plus the Base Rate Margin from time to time in
effect plus, beginning on the third Business Day after receipt of notice from
the Issuing Bank of such payment or disbursement, 2%. The applicable Issuing
Bank shall notify the Company and the Administrative Agent whenever any demand
for payment is made under any Letter of Credit by the beneficiary thereunder;
provided that the failure of such Issuing Bank to so notify the Company shall
not affect the rights of such Issuing Bank or the Banks in any manner
whatsoever.

      2.3.4 Limitation on Obligations of Issuing Banks. In determining whether
to pay under any Letter of Credit, no Issuing Bank shall have any obligation to
the Company or any Bank other than to confirm that any documents required to be
delivered under such Letter of Credit appear to have been delivered and appear
to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by an Issuing Bank under or in


                                       23
<PAGE>
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence and willful misconduct, shall not impose upon such Issuing Bank
any liability to the Company or any Bank and shall not reduce or impair the
Company's reimbursement obligations set forth in Section 2.3.3 or the
obligations of the Banks pursuant to Section 2.3.5.

      2.3.5 Funding by Banks to Issuing Banks. If an Issuing Bank makes any
payment or disbursement under any Letter of Credit and the Company has not
reimbursed such Issuing Bank in full for such payment or disbursement by 10:00
A.M., Chicago time, on the date of such payment or disbursement, or if any
reimbursement received by such Issuing Bank from the Company is or must be
returned or rescinded upon or during any bankruptcy or reorganization of the
Company or otherwise, each other Bank shall be obligated to pay to the
Administrative Agent for the account of such Issuing Bank, in full or partial
payment of the purchase price of its participation in such Letter of Credit, its
pro rata share (according to its Revolving Percentage) of such payment or
disbursement (but no such payment shall diminish the obligations of the Company
under Section 2.3.3), and upon notice from the applicable Issuing Bank, the
Administrative Agent shall promptly notify each other Bank thereof. Each other
Bank irrevocably and unconditionally agrees to so pay to the Administrative
Agent in immediately available funds for the applicable Issuing Bank's account
the amount of such other Bank's Revolving Percentage of such payment or
disbursement. If and to the extent any Bank shall not have made such amount
available to the Administrative Agent by 2:00 P.M., Chicago time, on the
Business Day on which such Bank receives notice from the Administrative Agent of
such payment or disbursement (it being understood that any such notice received
after noon, Chicago time, on any Business Day shall be deemed to have been
received on the next following Business Day), such Bank agrees to pay interest
on such amount to the Administrative Agent for the applicable Issuing Bank's
account forthwith on demand for each day from the date such amount was to have
been delivered to the Administrative Agent to the date such amount is paid, at a
rate per annum equal to (a) for the first three days after demand, the Federal
Funds Rate from time to time in effect and (b) thereafter, the Base Rate from
time to time in effect. Any Bank's failure to make available to the
Administrative Agent its Revolving Percentage of any such payment or
disbursement shall not relieve any other Bank of its obligation hereunder to
make available to the Administrative Agent such other Bank's Revolving
Percentage of such payment, but no Bank shall be responsible for the failure of
any other Bank to make available to the Administrative Agent such other Bank's
Revolving Percentage of any such payment or disbursement.

      2.4 Swing Line Loans.

      2.4.1 Swing Line Loans. Subject to the terms and conditions of this
Agreement, the Swing Line Bank may from time to time, in its discretion, make
loans to the Company (collectively the "Swing Line Loans" and individually each
a "Swing Line Loan") in accordance with this Section 2.4 in an aggregate amount
not at any time exceeding $5,000,000; provided that the Revolving Outstandings
shall not at any time exceed the Revolving Commitment Amount. Amounts borrowed
under this Section 2.4 may be borrowed, repaid and (subject to the agreement of
the Swing Line Bank) reborrowed until the Revolving Termination Date.


                                       24
<PAGE>
      2.4.2 Swing Line Loan Procedures. The Company shall give written or
telephonic notice to the Administrative Agent (which shall promptly inform the
Swing Line Bank) of each proposed Swing Line Loan not later than 12:00 noon,
Chicago time, on the proposed date of such Swing Line Loan. Each such notice
shall be effective upon receipt by the Administrative Agent and shall specify
the date and amount of such Swing Line Loan, which shall be not less than
$100,000 or a higher integral multiple thereof. So long as the Swing Line Bank
has not received written notice that the conditions precedent set forth in
Section 11 with respect to the making of such Swing Line Loan have not been
satisfied, the Swing Line Bank may make the requested Swing Line Loan. If the
Swing Line Bank agrees to make the requested Swing Line Loan, the Swing Line
Bank shall pay over the requested amount to the Company on the requested
borrowing date. Concurrently with the making of any Swing Line Loan, the Swing
Line Bank shall be deemed to have sold and transferred, and each other Bank
shall be deemed to have purchased and received from the Swing Line Bank, an
undivided interest and participation to the extent of such other Bank's
Revolving Percentage in such Swing Line Loan (but such participation shall
remain unfunded until required to be funded pursuant to Section 2.4.3).

      2.4.3 Refunding of, or Funding of Participations in, Swing Line Loans. The
Swing Line Bank may at any time, in its sole discretion, on behalf of the
Company (which hereby irrevocably authorizes the Swing Line Bank to act on its
behalf) deliver a notice to the Administrative Agent requesting that each Bank
(including the Swing Line Bank in its individual capacity) make a Revolving Loan
(which shall be a Floating Rate Loan) in such Bank's Revolving Percentage of the
aggregate amount of Swing Line Loans outstanding on such date for the purpose of
repaying all Swing Line Loans (and, upon receipt of the proceeds of such
Revolving Loans, the Administrative Agent shall apply such proceeds to repay
Swing Line Loans); provided that if the conditions precedent to a borrowing of
Revolving Loans are not then satisfied or for any other reason the Banks may not
then make Revolving Loans, then instead of making Revolving Loans each Bank
(other than the Swing Line Bank) shall become immediately obligated to fund its
participation in all outstanding Swing Line Loans and shall pay to the
Administrative Agent for the account of the Swing Line Bank an amount equal to
such Bank's Revolving Percentage of such Swing Line Loans. If and to the extent
any Bank shall not have made such amount available to the Administrative Agent
by 2:00 P.M., Chicago time, on the Business Day on which such Bank receives
notice from the Administrative Agent of its obligation to fund its participation
in Swing Line Loans (it being understood that any such notice received after
12:00 noon, Chicago time, on any Business Day shall be deemed to have been
received on the next following Business Day), such Bank agrees to pay interest
on such amount to the Administrative Agent for the Swing Line Bank's account
forthwith on demand for each day from the date such amount was to have been
delivered to the Administrative Agent to the date such amount is paid, at a rate
per annum equal to (a) for the first three days after demand, the Federal Funds
Rate from time to time in effect and (b) thereafter, the Base Rate from time to
time in effect. Any Bank's failure to make available to the Administrative Agent
its Revolving Percentage of the amount of all outstanding Swing Line Loans shall
not relieve any other Bank of its obligation hereunder to make available to the
Administrative Agent such other Bank's Revolving Percentage of such amount, but
no Bank shall be responsible for the failure of any


                                       25
<PAGE>
other Bank to make available to the Administrative Agent such other Bank's
Revolving Percentage of any such amount.

      2.4.4 Repayment of Participations. Upon (and only upon) receipt by the
Administrative Agent for the account of the Swing Line Bank of immediately
available funds from or on behalf of the Company (a) in reimbursement of any
Swing Line Loan with respect to which a Bank has paid the Administrative Agent
for the account of the Swing Line Bank the amount of such Bank's participation
therein or (b) in payment of any interest on a Swing Line Loan, the
Administrative Agent will pay to such Bank its pro rata share (according to its
Revolving Percentage) thereof (and the Swing Line Bank shall receive the amount
otherwise payable to any Bank which did not so pay the Administrative Agent the
amount of such Bank's participation in such Swing Line Loan).

      2.4.5 Participation Obligations Unconditional. (a) Each Bank's obligation
to make available to the Administrative Agent for the account of the Swing Line
Bank the amount of its participation interest in all Swing Line Loans as
provided in Section 2.4.3 shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against the Swing
Line Bank or any other Person, (ii) the occurrence or continuance of an Event of
Default or Unmatured Event of Default, (iii) any adverse change in the condition
(financial or otherwise) of the Company or any Subsidiary thereof, (iv) any
termination of the Revolving Commitments (provided that such termination
occurred after the making of such Swing Line Loans) or (v) any other
circumstance, happening or event whatsoever.

      (b) Notwithstanding the provisions of clause (a) above, no Bank shall be
required to purchase a participation interest in any Swing Line Loan if, prior
to the making by the Swing Line Bank of such Swing Line Loan, the Swing Line
Bank received written notice specifying that one or more of the conditions
precedent to the making of such Swing Line Loan were not satisfied and, in fact,
such conditions precedent were not satisfied at the time of the making of such
Swing Line Loan.

      2.5 Commitments Several. The failure of any Bank to make a requested Loan
on any date shall not relieve any other Bank of its obligation (if any) to make
a Loan on such date, but no Bank shall be responsible for the failure of any
other Bank to make any Loan to be made by such other Bank.

      2.6 Certain Conditions. Notwithstanding any other provision of this
Agreement, no Bank shall have an obligation to make any Loan, and no Issuing
Bank shall have any obligation to issue any Letter of Credit, if an Event of
Default or Unmatured Event of Default exists.


                                       26
<PAGE>
      SECTION 3 NOTES EVIDENCING LOANS.

      3.1 Notes. The Loans of each Bank shall be evidenced by a promissory note
substantially in the form set forth in Exhibit A, with appropriate insertions,
payable to the order of such Bank (each such promissory note, a "Note").

      3.2 Recordkeeping. Each Bank shall record in its records, or at its option
on the schedule attached to its Note, the date and amount of each Loan made by
such Bank, each repayment or conversion thereof and, in the case of each
Eurodollar Loan, the dates on which each Interest Period for such Loan shall
begin and end. The aggregate unpaid principal amount so recorded shall be
rebuttable presumptive evidence of the principal amount owing and unpaid on such
Note. The failure to so record any such amount or any error in so recording any
such amount shall not, however, limit or otherwise affect the obligations of the
Company hereunder or under any Note to repay the principal amount of the Loans
evidenced by such Note together with all interest accruing thereon.

      SECTION 4 INTEREST.

      4.1 Interest Rates. The Company promises to pay interest on the unpaid
principal amount of each Loan for the period commencing on the date such Loan is
advanced until such Loan is paid in full as follows:

      (a) in the case of a Revolving Loan, (i) at all times such Loan is a Base
Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to
time in effect plus the Base Rate Margin from time to time in effect; and (ii)
at all times such Loan is a Eurodollar Loan, at a rate per annum equal to the
sum of the Eurodollar Rate (Reserve Adjusted) applicable to each Interest Period
for such Loan plus the Eurodollar Margin from time to time in effect;

      (b) in the case of a Swing Line Loan, at a rate per annum equal to the sum
of the Base Rate from time to time in effect plus the Base Rate Margin from time
to time in effect; and

      (c) in the case of a Term Loan, (i) at all times such Loan is a Base Rate
Loan, at a rate per annum equal to the sum of the Base Rate from time to time in
effect plus 2%; and (ii) at all times such Loan is a Eurodollar Loan, at a rate
per annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable
to each Interest Period for such Loan plus 3%;

      provided that, unless the Required Banks otherwise agree in writing, at
any time an Event of Default exists the interest rate applicable to each Loan
shall be increased by 2%.

      4.2 Interest Payment Dates. Accrued interest on each Base Rate Loan and
Swing Line Loan shall be payable in arrears on the last Business Day of each
calendar month and at maturity. Accrued interest on each Eurodollar Loan shall
be payable on the last day of each Interest Period relating to such Loan (and,
in the case of a Eurodollar Loan with a six-month


                                       27
<PAGE>
Interest Period, on the three-month anniversary of the first day of such
Interest Period) and at maturity. After maturity, accrued interest on all Loans
shall be payable on demand.

      4.3 Setting and Notice of Eurodollar Rates. The applicable Eurodollar Rate
for each Interest Period shall be determined by the Administrative Agent, and
notice thereof shall be given by the Administrative Agent promptly to the
Company and each Bank. Each determination of the applicable Eurodollar Rate by
the Administrative Agent shall be conclusive and binding upon the parties
hereto, in the absence of demonstrable error. The Administrative Agent shall,
upon written request of the Company or any Bank, deliver to the Company or such
Bank a statement showing the computations used by the Administrative Agent in
determining any applicable Eurodollar Rate hereunder.

      4.4 Computation of Interest. All determinations of interest for Base Rate
Loans and Swing Line Loans when the Base Rate is determined by the Prime Rate
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
the actual number of days elapsed. All other computations of interest shall be
computed for the actual number of days elapsed on the basis of a year of 360
days. The applicable interest rate for each Base Rate Loan shall change
simultaneously with each change in the Base Rate.

      SECTION 5 FEES.

      5.1 Non-Use Fee. The Company agrees to pay to the Administrative Agent for
the account of each Bank a non-use fee, for the period from the Effective Date
to the Revolving Termination Date, at a rate per annum equal to the Non-Use Fee
Rate in effect from time to time of the daily average of such Bank's Revolving
Percentage of the unused amount of the Revolving Commitment Amount. For purposes
of calculating usage under this Section, the Revolving Commitment Amount shall
be deemed used to the extent of the sum of the aggregate outstanding principal
amount of all Revolving Loans and the Stated Amount of Letters of Credit at such
time. Such non-use fee shall be payable in arrears on the last Business Day of
each calendar quarter and on the Revolving Termination Date for any period then
ending for which such non-use fee shall not have theretofore been paid. The
non-use fee shall be computed for the actual number of days elapsed on the basis
of a year of 360 days.

      5.2 Letter of Credit Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of the Banks pro rata according to their
respective Revolving Percentages a letter of credit fee for each Letter of
Credit in an amount equal to the applicable LC Fee Rate (based on the type of
Letter of Credit) per annum in effect from time to time of the undrawn amount of
such Letter of Credit (computed for the actual number of days elapsed on the
basis of a year of 360 days); provided that, unless the Required Banks otherwise
agree in writing, the rate applicable to each Letter of Credit shall be
increased by 2% at any time that an Event of Default exists. Such letter of
credit fee shall be payable in arrears on the last Business Day of each calendar
quarter and on the Revolving Termination Date (and, if any Letter of Credit
remains outstanding on the Revolving Termination Date, thereafter on demand) for
the period from the


                                       28
<PAGE>
date of the issuance of each Letter of Credit to the date such payment is due
or, if earlier, the date on which such Letter of Credit expired or was
terminated.

      (b) The Company agrees to pay each Issuing Bank a fronting fee for each
Letter of Credit issued by such Issuing Bank in the amount separately agreed to
between the Company and such Issuing Bank.

      (c) In addition, with respect to each Letter of Credit, the Company agrees
to pay to the applicable Issuing Bank, for its own account, such fees and
expenses as such Issuing Bank customarily requires in connection with the
issuance, negotiation, processing and/or administration of letters of credit in
similar situations.

      5.3 Up-Front and Funding Fees. The Company agrees to pay to the
Administrative Agent for the account of the Banks pro rata according to their
respective percentages such up- front and funding fees as are mutually agreed to
by the Company and the Banks.

      5.4 Administrative Agent's and Lead Arranger's Fees. The Company agrees to
pay to the Administrative Agent and the Lead Arranger such fees as are mutually
agreed to from time to time by the Company, the Administrative Agent and the
Lead Arranger.

      SECTION 6 REPAYMENT OF LOANS; CHANGE IN OR TERMINATION OF THE COMMITMENTS;
ADDITIONAL TERM LOANS; PREPAYMENTS.

      6.1 Repayment of Loans. (a) The Term Loans shall be repaid in installments
on the dates, and in the percentages of the total principal amount of all Terms
Loan made hereunder (including any Additional Terms Loans made pursuant to
Section 6.2.3), set forth on Schedule 6.1. Each such installment shall be
applied to repay the Term Loans of the Banks according to their respective Term
Percentages.

      (b) All Revolving Loans and Swing Line Loans shall be repaid in full on
the Revolving Termination Date.

      6.2 Changes in the Commitments.

      6.2.1 Voluntary Reduction or Termination of the Revolving Commitments. The
Company may from time to time on at least five Business Days' prior written
notice received by the Administrative Agent (which shall promptly advise each
Bank thereof) permanently reduce the Revolving Commitment Amount to an amount
not less than the Revolving Outstandings. Any such reduction shall be in an
amount not less than $5,000,000 or a higher integral multiple of $1,000,000. The
Company may at any time on like notice terminate the Revolving Commitments upon
payment in full of all Revolving Loans and Swing Line Loans and all other
obligations of the Company hereunder in respect of such Loans and cash
collateralization in full, pursuant to documentation in form and substance
reasonably satisfactory to the Issuing Banks, of all obligations arising with
respect to the Letters of Credit. All reductions of the Revolving


                                       29
<PAGE>
Commitment Amount shall reduce the Revolving Commitments pro rata among the
Banks according to their respective Revolving Percentages.

      6.2.2 Mandatory Reductions of the Revolving Commitment Amount.
Concurrently with the receipt by the Company or any Subsidiary of any Applicable
Revolving Proceeds, the Revolving Commitment Amount shall be reduced by an
amount equal to 100% of such Applicable Revolving Proceeds (rounded down, if
necessary, to an integral multiple of $100,000); provided that no such reduction
shall be required unless the aggregate amount of such Applicable Revolving
Proceeds so received together with all Applicable Revolving Proceeds previously
received and not previously applied to reduce the Revolving Commitment Amount
pursuant to this Section 6.2.2 exceeds $100,000.

      6.2.3 Optional Increase in the Revolving Commitment Amount; Additional
Term Loans.

      (a) The Company may, from time to time, by means of a letter delivered to
the Administrative Agent substantially in the form of Exhibit I, request (a) an
increase in the Revolving Commitment Amount and/or (b) prior to September 27,
2002, the making of additional Term Loans ("Additional Term Loans"), up to
$30,000,000 in aggregate principal amount for all such increases and Additional
Loans.

      (b) Any increase in the Revolving Commitment Amount may be effected by (i)
increasing the Revolving Commitment of one or more Banks which have agreed to
such increase and/or (ii) subject to clause (d), adding one or more commercial
banks or other Persons as a party hereto (each an "Additional Bank") with a
Revolving Commitment in an amount agreed to by any such Additional Bank Any
increase in the Revolving Commitment Amount pursuant to this Section 6.2.3 shall
be effective three Business Days (or such other date as agreed to by the
Administrative Agent, the Company and, as applicable, each Bank that has agreed
to increase its Revolving Commitment Amount and each Additional Bank) after the
date on which the Administrative Agent has received and accepted the applicable
increase letter in the form of Annex 1 to Exhibit I (in the case of an increase
in the Revolving Commitment of an existing Bank) or assumption letter in the
form of Annex 2 to Exhibit I (in the case of the addition of an Additional
Bank).

      (c) One or more existing Banks or, subject to clause (d), Additional Banks
may make Additional Term Loans to the Company upon receipt and acceptance by the
Administrative Agent of the applicable request letter in the form of Annex 1 to
Exhibit J (in the case of Additional Loans to be made by an existing Bank) or
assumption letter in the form of Annex 2 to Exhibit J (in the case of the
addition of an Additional Bank).

      (d) No Additional Bank shall be added as a party hereto without the
written consent of the Administrative Agent and the Company (which consent in
each case shall not be unreasonably withheld) or if an Event of Default or an
Unmatured Event of Default exists, and no increase in the Revolving Commitment
Amount may be effected pursuant to clause (b) above,


                                       30
<PAGE>
and no Additional Term Loans may be made, if an Event of Default or an Unmatured
Event of Default exists.

      (e) The Administrative Agent shall promptly notify the Company and the
Banks of any increase in the amount of the Revolving Commitment Amount and/or
the making of Additional Term Loans pursuant to this Section 6.2.3 and of the
Revolving Commitment and Revolving Percentage and Term Loans and Term Percentage
of each Bank after giving effect thereto. The Company acknowledges that, in
order to maintain Loans in accordance with each Bank's Revolving or Term
Percentage, as applicable, a reallocation of the Revolving Commitments and/or
Term Loans as a result of a non-pro-rata increase in the Revolving Commitment
Amount and/or the making of Additional Term Loans may require prepayment or
conversion of all or portions of certain Loans on the date of such increase (and
any such prepayment or conversion shall be subject to the provisions of Section
8.4).

      6.3 Prepayments.

      6.3.1 Voluntary Prepayments. The Company may from time to time prepay
Loans in whole or in part, without premium or penalty, provided that the Company
shall give the Administrative Agent (which shall promptly advise each Bank)
notice thereof not later than 10:00 A.M. (or, in the case of prepayment of Swing
Line Loans, 12:00 noon), Chicago time, on the date of such prepayment (which
shall be a Business Day), specifying the Loans to be prepaid (subject to Section
6.3.3) and the date and amount of prepayment. Each partial prepayment of
Revolving Loans shall be in a principal amount of $100,000 or a higher integral
multiple thereof. Each partial prepayment of Term Loans shall be in a principal
amount of $300,000 or a higher integral multiple of $100,000. Notwithstanding
the preceding two sentences, if the aggregate principal amount of all Revolving
Loans or all Term Loans is not an integral multiple of $100,000, then the
Company may make a prepayment of the applicable Loans in an amount which will
cause the aggregate principal amount of all such Loans to be an integral
multiple of $100,000. After giving effect to any partial prepayment of a Group
of Eurodollar Loans, such Group shall comply with Section 2.2.1. Any prepayment
of a Eurodollar Loan on a day other than the last day of an Interest Period
therefor shall include interest on the principal amount being repaid and shall
be subject to Section 8.4.

      6.3.2 Mandatory Prepayments.

      (a) On each date on which the Revolving Commitment Amount is reduced
pursuant to Section 6.2.2, the Company shall prepay Revolving Loans in the
amount, if any, by which the Revolving Outstandings exceed the Revolving
Commitments after giving effect to such reduction (and, if all Revolving Loans
and Swing Line Loans have been paid and the Revolving Outstandings still exceed
the Revolving Commitments, the Company shall provide cash collateral for the
outstanding Letters of Credit in an amount equal to such excess).

      (b) Within 95 days after the end of each Fiscal Year, the Company shall
make a prepayment of the Term Loans in an amount equal to the Specified
Percentage (as defined


                                       31
<PAGE>
below) of Excess Cash Flow for such Fiscal Year. The "Specified Percentage"
shall be (i) 75% until the date on which the Company has delivered financial
statements demonstrating that the Total Leverage Ratio has been less than 3.0 to
1.0 as of the last day of two consecutive Fiscal Quarters and (ii) 50%
thereafter.

      (c) Concurrently with the receipt by the Company or any Subsidiary of any
Applicable Asset Sale Proceeds, the Company shall make a prepayment of the Term
Loans in an amount equal to 100% of such Applicable Asset Sale Proceeds (rounded
down, if necessary, to an integral multiple of $100,000); provided that no such
prepayment shall be required unless the aggregate amount of Applicable Asset
Sale Proceeds so received together with all Applicable Asset Sale Proceeds
previously received and not previously applied to prepay Term Loans pursuant to
this clause (c) exceeds $250,000.

      (d) Concurrently with the receipt by the Company or any Subsidiary of any
Net Cash Proceeds from the issuance of any Debt (other than Debt permitted by
Section 10.7), the Company shall make a prepayment of the Term Loans in an
amount equal to 100% of such Net Cash Proceeds.

      (e) Concurrently with the receipt by the Company or any Subsidiary of any
Net Cash Proceeds from the issuance of any equity securities of the Company or
any Subsidiary (other than issuances to employees in an aggregate amount not to
exceed $1,500,000; issuances to GTCR Capital, GTCR Fund VII, the TCW/Crescent
Lenders and each of their respective Affiliates; and issuances in connection
with acquisitions permitted hereunder), the Company shall make a prepayment of
the Term Loans in an amount equal to 75% of such Net Cash Proceeds.

      (f) Not later than five days prior to the date on which the Company would
be required to make an Asset Sale Offer (as defined in the Subordinated
Indenture), the Company shall make a prepayment of the Term Loans in an amount
equal to the amount of Excess Proceeds (as defined in the Subordinated
Indenture) that would be required to be paid pursuant to such Asset Sale Offer.

      6.3.3 Application of Prepayments of Term Loans. Each prepayment of Term
Loans shall be applied pro rata to the remaining installments of the Term Loans
on a pro rata basis. All prepayments of Term Loans shall be applied to the Term
Loans of all Banks in accordance with their Term Percentages.

      SECTION 7 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

      7.1 Making of Payments. All payments of principal of or interest on the
Loans, and of all non-use fees and Letter of Credit fees, shall be made by the
Company to the Administrative Agent in immediately available funds at the office
specified by the Administrative Agent not later than noon, Chicago time, on the
date due; and funds received after that hour shall be deemed to have been
received by the Administrative Agent on the next


                                       32
<PAGE>
following Business Day. The Administrative Agent shall promptly remit to each
Bank its share of all such payments received in collected funds by the
Administrative Agent for the account of such Bank. All payments under Section
8.1 shall be made by the Company directly to the Bank entitled thereto.

      7.2 Application of Certain Payments. Subject to the requirements of
Section 6.3, each payment of principal shall be applied to such Loans as the
Company shall direct by notice to be received by the Administrative Agent on or
before the date of such payment or, in the absence of such notice, as the
Administrative Agent shall determine in its discretion. Concurrently with each
remittance to any Bank of its share of any such payment, the Administrative
Agent shall advise such Bank as to the application of such payment.

      7.3 Due Date Extension. If any payment of principal or interest with
respect to any of the Loans, or of non-use fees or Letter of Credit fees, falls
due on a day which is not a Business Day, then such due date shall be extended
to the immediately following Business Day (unless, in the case of a Eurodollar
Loan, such immediately following Business Day is the first Business Day of a
calendar month, in which case such date shall be the immediately preceding
Business Day) and, in the case of principal, additional interest shall accrue
and be payable for the period of any such extension.

      7.4 Setoff; Payment Set Aside. The Company agrees that the Administrative
Agent and each Bank have all rights of set-off and bankers' lien provided by
applicable law, and in addition thereto, the Company agrees that at any time any
Event of Default exists, the Administrative Agent and each Bank may apply to the
payment of any obligations of the Company hereunder, whether or not then due,
any and all balances, credits, deposits, accounts or moneys of the Company then
or thereafter with the Administrative Agent or such Bank. To the extent that the
Company makes a payment to the Administrative Agent or any Bank, or the
Administrative Agent or any Bank exercises its right of set-off, and such
payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Bank in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any bankruptcy or insolvency law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Bank severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

      7.5 Proration of Payments. If any Bank shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of offset or otherwise,
but excluding any payment pursuant to Section 8.7 or 14.9 or any payment to the
Swing Line Bank in respect of a Swing Line Loan) on account of principal of or
interest on any Loan (or on account of its


                                       33
<PAGE>
participation in any Letter of Credit or Swing Line Loan) in excess of its pro
rata share (in accordance with the terms of this Agreement) of payments and
other recoveries obtained by all Banks on account of principal of and interest
on Loans (or such participations) then held by them, such Bank shall purchase
from the other Banks such participation in the Loans (or sub- participations in
Letters of Credit or Swing Line Loans) held by them as shall be necessary to
cause such purchasing Bank to share the excess payment or other recovery ratably
with each of them; provided that if all or any portion of the excess payment or
other recovery is thereafter recovered from such purchasing Bank, the purchase
shall be rescinded and the purchase price restored to the extent of such
recovery.

      7.6 Taxes. (a) All payments of principal of, and interest on, the Loans
and all other amounts payable hereunder shall be made free and clear of and
without deduction for any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
taxes imposed on or measured by any Bank's net income or receipts (all
non-excluded items being called "Taxes"). If any withholding or deduction from
any payment to be made by the Company hereunder is required in respect of any
Taxes pursuant to any applicable law, rule or regulation, then the Company will:

            (i) pay directly to the relevant authority the full amount required
      to be so withheld or deducted;

            (ii) promptly forward to the Administrative Agent an official
      receipt or other documentation satisfactory to the Administrative Agent
      evidencing such payment to such authority; and

            (iii) (except to the extent such withholding or deduction would not
      be required if such Bank's Exemption Representation were true) pay to the
      Administrative Agent for the account of the Banks such additional amount
      or amounts as is necessary to ensure that the net amount actually received
      by each Bank will equal the full amount such Bank would have received had
      no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Bank with respect to any payment received by the Administrative Agent or
such Bank hereunder, the Administrative Agent or such Bank may pay such Taxes
and the Company will (except to the extent such Taxes are payable by a Bank and
would not have been payable if such Bank's Exemption Representation were true)
promptly pay such additional amounts (including any penalty, interest and
expense) as is necessary in order that the net amount received by such Person
after the payment of such Taxes (including any Taxes on such additional amount)
shall equal the amount such Person would have received had such Taxes not been
asserted.

      (b) If the Company fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the respective Banks, the required receipts or other required documentary
evidence, the Company shall indemnify the


                                       34
<PAGE>
Banks for any incremental Taxes, interest or penalties that may become payable
by any Bank as a result of any such failure. For purposes of this Section 7.6, a
distribution hereunder by the Administrative Agent or any Bank to or for the
account of any Bank shall be deemed a payment by the Company.

      (c) Each Bank represents and warrants (such Bank's "Exemption
Representation") to the Company and the Administrative Agent that, as of the
date of this Agreement (or, in the case of an Assignee, the date it becomes a
party hereto), it is entitled to receive payments hereunder without any
deduction or withholding for or on account of any Taxes imposed by the United
States of America or any political subdivision or taxing authority thereof.

      (d) Upon the request from time to time of the Company or the
Administrative Agent, each Bank that is organized under the laws of a
jurisdiction other than the United States of America shall execute and deliver
to the Company and the Administrative Agent one or more (as the Company or the
Administrative Agent may reasonably request) United States Internal Revenue
Service Form W-8 BEN or W-8ECI or such other forms or documents, appropriately
completed, as may be applicable to establish the extent, if any, to which a
payment to such Bank is exempt from withholding or deduction of Taxes.

      (e) If, and to the extent that, any Bank shall obtain a credit, relief or
remission for, or repayment of, any Taxes indemnified or paid by the Company
pursuant to this Section 7.6, such Bank agrees to promptly notify the Company
thereof and thereupon enter into negotiations in good faith with the Company to
determine the basis on which an equitable reimbursement of such Taxes can be
made to the Company.

      SECTION 8 INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS.

      8.1 Increased Costs. (a) If, after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any Eurodollar Office of such Bank) with
any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency

            (A) shall subject any Bank (or any Eurodollar Office of such Bank)
            to any tax, duty or other charge with respect to its Eurodollar
            Loans, its Note or its obligation to make Eurodollar Loans, or shall
            change the basis of taxation of payments to any Bank of the
            principal of or interest on its Eurodollar Loans or any other
            amounts due under this Agreement in respect of its Eurodollar Loans
            or its obligation to make Eurodollar Loans (except for changes in
            the rate of tax on the overall net income of such Bank or its
            Eurodollar Office imposed by the jurisdiction in which such Bank's
            principal executive office or Eurodollar Office is located); or


                                       35
<PAGE>
            (B) shall impose, modify or deem applicable any reserve (including
            any reserve imposed by the FRB, but excluding any reserve included
            in the determination of interest rates pursuant to Section 4),
            special deposit or similar requirement against assets of, deposits
            with or for the account of, or credit extended by any Bank (or any
            Eurodollar Office of such Bank); or

            (C) shall impose on any Bank (or its Eurodollar Office) any other
            condition affecting its Eurodollar Loans, its Note or its obligation
            to make Eurodollar Loans;

and the result of any of the foregoing is to increase the cost to (or in the
case of Regulation D of the FRB, to impose a cost on) such Bank (or any
Eurodollar Office of such Bank) of making or maintaining any Eurodollar Loan, or
to reduce the amount of any sum received or receivable by such Bank (or its
Eurodollar Office) under this Agreement or under its Note with respect thereto,
then within 10 Business Days after demand by such Bank (which demand shall be
accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail, a copy of which shall be
furnished to the Administrative Agent), the Company shall pay directly to such
Bank such additional amount as will compensate such Bank for such increased cost
or such reduction.

      (b) If any Bank shall reasonably determine that the adoption or phase-in
of any applicable law, rule or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank or any
Person controlling such Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Bank's or such controlling Person's capital as a consequence of
such Bank's obligations hereunder or under any Letter of Credit to a level below
that which such Bank or such controlling Person could have achieved but for such
adoption, change or compliance (taking into consideration such Bank's or such
controlling Person's policies with respect to capital adequacy) by an amount
deemed by such Bank or such controlling Person to be material, then from time to
time, within 10 Business Days after demand by such Bank (which demand shall be
accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail, a copy of which shall be
furnished to the Administrative Agent), the Company shall pay to such Bank such
additional amount or amounts as will compensate such Bank or such controlling
Person for such reduction.

      8.2 Basis for Determining Interest Rate Inadequate or Unfair. If with
respect to any Interest Period:

      (a) deposits in Dollars (in the applicable amounts) are not being offered
to the Administrative Agent in the interbank eurodollar market for such Interest
Period, or the


                                       36
<PAGE>
Administrative Agent otherwise reasonably determines (which determination, if
made in good faith, shall be binding and conclusive on the Company) that by
reason of circumstances affecting the interbank eurodollar market adequate and
reasonable means do not exist for ascertaining the applicable Eurodollar Rate;
or

      (b) Banks with an applicable Percentage of 40% or more advise the
Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined
by the Administrative Agent will not adequately and fairly reflect the cost to
such Banks of maintaining or funding such Eurodollar Loans for such Interest
Period (taking into account any amount to which such Banks may be entitled under
Section 8.1) or that the making or funding of Eurodollar Loans has become
impracticable as a result of an event occurring after the date of this Agreement
which in the opinion of such Banks materially affects such Loans;

then the Administrative Agent shall promptly notify the other parties thereof
and, so long as such circumstances shall continue, (i) no Bank shall be under
any obligation to make or convert into Eurodollar Loans and (ii) on the last day
of the current Interest Period for each Eurodollar Loan, such Loan shall, unless
then repaid in full, automatically convert to a Base Rate Loan.

      8.3 Changes in Law Rendering Eurodollar Loans Unlawful. In the event that
any change in (including the adoption of any new) applicable laws or
regulations, or any change in the interpretation of applicable laws or
regulations by any governmental or other regulatory body charged with the
administration thereof, should make it (or in the good faith judgment of any
Bank cause a substantial question as to whether it is) unlawful for any Bank to
make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify
each of the other parties hereto and, so long as such circumstances shall
continue, (a) such Bank shall have no obligation to make or convert into
Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of
or conversion into Eurodollar Loans by the Banks which are not so affected, in
each case in an amount equal to such Bank's pro rata share of all Eurodollar
Loans which would be made or converted into at such time in the absence of such
circumstances) and (b) on the last day of the current Interest Period for each
Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be
required by the relevant law, regulation or interpretation), such Eurodollar
Loan shall, unless then repaid in full, automatically convert to a Base Rate
Loan. Each Base Rate Loan made by a Bank which, but for the circumstances
described in the foregoing sentence, would be a Eurodollar Loan (an "Affected
Loan") shall remain outstanding for the same period as the Group of Eurodollar
Loans of which such Affected Loan would be a part absent such circumstances.

      8.4 Funding Losses. The Company hereby agrees that upon demand by any Bank
(which demand shall be accompanied by a statement setting forth the basis for
the amount being claimed, a copy of which shall be furnished to the
Administrative Agent), the Company will indemnify such Bank against any net loss
or expense which such Bank may sustain or incur (including any net loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund or maintain any Eurodollar Loan), as
reasonably determined by such Bank, as a result of (a) any payment, prepayment
or conversion


                                       37
<PAGE>
of any Eurodollar Loan of such Bank on a date other than the last day of an
Interest Period for such Loan (including any conversion pursuant to Section 8.3)
or (b) any failure of the Company to borrow or continue, or to convert any Loan
into, a Eurodollar Loan on a date specified therefor in a notice of borrowing,
continuation or conversion pursuant to this Agreement. For this purpose, all
notices to the Administrative Agent pursuant to this Agreement shall be deemed
to be irrevocable.

      8.5 Right of Banks to Fund through Other Offices. Each Bank may, if it so
elects, fulfill its commitment as to any Eurodollar Loan by causing a foreign
branch or affiliate of such Bank to make such Loan; provided that in such event
for the purposes of this Agreement such Loan shall be deemed to have been made
by such Bank and the obligation of the Company to repay such Loan shall
nevertheless be to such Bank and shall be deemed held by it, to the extent of
such Loan, for the account of such branch or affiliate.

      8.6 Discretion of Banks as to Manner of Funding. Notwithstanding any
provision of this Agreement to the contrary, each Bank shall be entitled to fund
and maintain its funding of all or any part of its Loans in any manner it sees
fit, it being understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if such Bank had actually funded and
maintained each Eurodollar Loan during each Interest Period for such Loan
through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the Eurodollar Rate for
such Interest Period.

      8.7 Mitigation of Circumstances; Replacement of Affected Bank. (a) Each
Bank shall promptly notify the Company and the Administrative Agent of any event
of which it has knowledge which will result in, and will use reasonable
commercial efforts available to it (and not, in such Bank's good faith judgment,
otherwise disadvantageous to such Bank) to mitigate or avoid, (i) any obligation
by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the
occurrence of any circumstance of the nature described in Section 8.2 or 8.3
(and, if any Bank has given notice of any such event described in clause (i) or
(ii) above and thereafter such event ceases to exist, such Bank shall promptly
so notify the Company and the Administrative Agent). Without limiting the
foregoing, each Bank will designate a different funding office if such
designation will avoid (or reduce the cost to the Company of) any event
described in clause (i) or (ii) of the preceding sentence and such designation
will not, in such Bank's sole good faith judgment, be otherwise disadvantageous
to such Bank.

      (b) At any time any Bank is an Affected Bank, the Company may replace such
Affected Bank as a party to this Agreement with one or more other bank(s) or
financial institution(s) reasonably satisfactory to the Administrative Agent
(and upon notice from the Company such Affected Bank shall assign pursuant to an
Assignment Agreement, and without recourse or warranty, its Commitment, its
Loans, its Note, its participation in Letters of Credit, and all of its other
rights and obligations hereunder to such replacement bank(s) or other financial
institution(s) for a purchase price equal to the sum of the principal amount of
the Loans so assigned, all accrued and unpaid interest thereon, its ratable
share of all accrued and unpaid non-use fees and Letter of Credit fees, any
amounts payable under Section 8.4 as a result of such


                                       38
<PAGE>
Bank receiving payment of any Eurodollar Loan prior to the end of an Interest
Period therefor and all other obligations owed to such Affected Bank hereunder).

      8.8 Conclusiveness of Statements; Survival of Provisions. Determinations
and statements of any Bank pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be
conclusive absent demonstrable error. Banks may use reasonable averaging and
attribution methods in determining compensation under Sections 8.1 and 8.4, and
the provisions of such Sections shall survive repayment of the Loans,
cancellation of the Notes, cancellation or expiration of the Letters of Credit
and any termination of this Agreement.

      SECTION 9 WARRANTIES.

      To induce the Administrative Agent and the Banks to enter into this
Agreement and to induce the Banks to make Loans and issue or participate in
Letters of Credit hereunder, the Company warrants to the Administrative Agent
and the Banks that:

      9.1 Organization, etc. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware;
each Subsidiary is duly organized, validly existing and in good standing under
the laws of the state of its organization; and the Company and each Subsidiary
is duly qualified to do business in each jurisdiction where the nature of its
business makes such qualification necessary (except in those instances in which
the failure to be qualified or in good standing does not have a Material Adverse
Effect) and has full power and authority to own its property and conduct its
business as presently conducted by it.

      9.2 Authorization; No Conflict. The execution and delivery by the Company
of this Agreement and each other Loan Document to which it is a party, the
borrowings hereunder, the execution and delivery by each Guarantor of each Loan
Document to which it is a party and the performance by each of the Company and
each Guarantor of its obligations under each Loan Document to which it is a
party are within the organizational powers of the Company and each Guarantor,
have been duly authorized by all necessary organizational action on the part of
the Company and each Guarantor (including any necessary shareholder, partner or
member action), have received all necessary governmental approval (if any shall
be required), and do not and will not (a) violate any provision of law or any
order, decree or judgment of any court or other government agency which is
binding on the Company or any Guarantor, (b) contravene or conflict with, or
result in a breach of, any provision of the certificate of incorporation,
partnership agreement, by-laws or other organizational documents of the Company
or any Guarantor or of any agreement, indenture, instrument or other document
which is binding on the Company, any Guarantor or any other Subsidiary or (c)
result in, or require, the creation or imposition of any Lien on any property of
the Company, any Guarantor or any other Subsidiary (other than Liens arising
under the Loan Documents).

      9.3 Validity and Binding Nature. Each of this Agreement and each other
Loan Document to which the Company is a party is the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to bankruptcy,


                                       39
<PAGE>
insolvency and similar laws affecting the enforceability of creditors' rights
generally and to general principles of equity; and each Loan Document to which
any Guarantor is a party is, or upon the execution and delivery thereof by such
Guarantor will be, the legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms, subject to
bankruptcy, insolvency and similar laws affecting the enforceability of
creditors' rights generally and to general principles of equity.

      9.4 Financial Condition. The audited consolidated financial statements of
the Company and its Subsidiaries as at December 31, 2001, copies of each of
which have been delivered to each Bank, were prepared in accordance with GAAP
and present fairly the consolidated financial condition of the Company and its
Subsidiaries as at such date and the results of their operations for the Fiscal
Year then ended.

      9.5 No Material Adverse Change. Since December 31, 2001, there has been
no material adverse change in the financial condition, operations, assets,
business, properties or prospects of the Company and its Subsidiaries taken as a
whole except for the Stock Option Charges.

      9.6 Litigation and Contingent Liabilities. No litigation (including
derivative actions), arbitration proceeding, labor controversy or governmental
investigation or proceeding is pending or, to the Company's knowledge,
threatened against the Company or any Subsidiary which might reasonably be
expected to have a Material Adverse Effect, except as set forth in Schedule 9.6.
Other than any liability incident to such litigation or proceedings, neither the
Company nor any Subsidiary has any material contingent liabilities not listed in
such Schedule 9.6.

      9.7 Ownership of Properties; Liens. Each of the Company and each
Subsidiary owns good and, in the case of real property, indefeasible title to
all of its properties and assets, real and personal, tangible and intangible, of
any nature whatsoever (including patents, trademarks, trade names, service marks
and copyrights), free and clear of all Liens, charges and material claims
(including material infringement claims with respect to patents, trademarks,
copyrights and the like) except as permitted pursuant to Section 10.8.

      9.8 Subsidiaries. The Company has no Subsidiaries except those listed in
Schedule 9.8.

      9.9 Pension Plans. (a) During the twelve-consecutive-month period prior
to the date of the execution and delivery of this Agreement or the making of any
Loan hereunder, (i) no steps have been taken to terminate any Pension Plan and
(ii) no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a lien under Section 302(f) of ERISA. No condition
exists or event or transaction has occurred with respect to any Pension Plan
which could result in the incurrence by the Company of any material liability,
fine or penalty.

      (b) All contributions (if any) have been made to any Multiemployer Pension
Plan that are required to be made by the Company or any other member of the
Controlled Group under the


                                       40
<PAGE>
terms of the plan or of any collective bargaining agreement or by applicable
law; neither the Company nor any member of the Controlled Group has withdrawn or
partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal
liability with respect to any such plan, received notice of any claim or demand
for withdrawal liability or partial withdrawal liability from any such plan, and
no condition has occurred which, if continued, might result in a withdrawal or
partial withdrawal from any such plan; and neither the Company nor any member of
the Controlled Group has received any notice that any Multiemployer Pension Plan
is in reorganization, that increased contributions may be required to avoid a
reduction in plan benefits or the imposition of any excise tax, that any such
plan is or has been funded at a rate less than that required under Section 412
of the Code, that any such plan is or may be terminated, or that any such plan
is or may become insolvent.

      9.10 Investment Company Act. Neither the Company nor any Subsidiary is an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940.

      9.11 Public Utility Holding Company Act; Regulation U.

      (a) Neither the Company nor any Subsidiary is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935.

      (b) Regulation U. The Company is not engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

      9.12 Taxes. Each of the Company and each Subsidiary has filed all Federal
tax returns and other material tax returns and reports required by law to have
been filed by it and has paid all taxes and governmental charges thereby shown
to be owing, except any such taxes or charges which are being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books.

      9.13 Solvency, etc. On the Effective Date (or, in the case of any Person
which becomes a Guarantor after the Effective Date, on the date such Person
becomes a Guarantor), and immediately prior to and after giving effect to the
issuance of each Letter of Credit and each borrowing hereunder and the use of
the proceeds thereof (and after giving effect to any right of contribution and
subrogation), (a) each of the Company's and each Guarantor's assets will exceed
its liabilities and (b) each of the Company and each Guarantor will be solvent,
will be able to pay its debts as they mature, will own property with fair
saleable value greater than the amount required to pay its debts and will have
capital sufficient to carry on its business as then constituted.


                                       41
<PAGE>
      9.14 Environmental Matters.

      (a) No Violations. Except as set forth on Schedule 9.14, neither the
Company nor any Subsidiary, nor any operator of the Company's or any
Subsidiary's properties, is in violation of any judgment, decree, order, law,
permit, license, rule or regulation pertaining to environmental matters,
including those arising under the Resource Conservation and Recovery Act
("RCRA"), the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986
or any other Environmental Law which (i) in any single case, requires
expenditures in any three-year period of $250,000 or more by the Company and its
Subsidiaries in penalties and/or for investigative, removal or remedial actions
or (ii) individually or in the aggregate otherwise might reasonably be expected
to have a Material Adverse Effect.

      (b) Notices. Except as set forth on Schedule 9.14, neither the Company nor
any Subsidiary has received written notice from any third party, including any
Federal, state or local governmental authority: (a) that any one of them has
been identified by the U.S. Environmental Protection Agency as a potentially
responsible party under CERCLA with respect to a site listed on the National
Priorities List, 40 C.F.R. Part 300 Appendix B; (b) that any hazardous waste, as
defined by 42 U.S.C. ss.6903(5), any hazardous substance as defined by 42 U.S.C.
ss.9601(14), any pollutant or contaminant as defined by 42 U.S.C. ss.9601(33) or
any toxic substance, oil or hazardous material or other chemical or substance
regulated by any Environmental Law, excluding household hazardous waste (all of
the foregoing, "Hazardous Substances"), which any one of them has generated,
transported or disposed of has been found at any site at which a Federal, state
or local agency or other third party has conducted a remedial investigation,
removal or other response action pursuant to any Environmental Law; (c) that the
Company or any Subsidiary must conduct sampling, testing, a remedial
investigation, removal, or a response action pursuant to any Environmental Law;
or (d) of any Environmental Claim.

      (c) Handling of Hazardous Substances. Except as set forth on Schedule
9.14, (i) no portion of the real property or other assets of the Company or any
Subsidiary has been used for the handling, processing, storage or disposal of
Hazardous Substances except in accordance in all material respects with
applicable Environmental Laws and no underground tank or other underground
storage receptacle for Hazardous Substances is located on such properties which
might reasonably be expected to have a material adverse effect on the value of
real property or assets with an aggregate net book value (prior to any writedown
resulting from any of the foregoing) exceeding $250,000 or which otherwise might
be reasonably expected to have a Material Adverse Effect; (ii) in the course of
any activities conducted by the Company, any Subsidiary or the operators of any
real property of the Company or any Subsidiary, no Hazardous Substances have
been generated or are being used on such properties which might reasonably be
expected to have a material adverse effect on the value of properties with an
aggregate net book value (prior to any writedown resulting from any of the
foregoing) exceeding $250,000 or which otherwise might be reasonably expected to
have a Material Adverse Effect; (iii) there have been no Releases of Hazardous
Substances on, upon, into or from any real property or other assets of the
Company or any Subsidiary, which Releases singly or in the


                                       42
<PAGE>
aggregate might reasonably be expected to have a material adverse effect on the
value of real property or assets with an aggregate net book value (prior to any
writedown resulting from any of the foregoing) exceeding $250,000 or which
otherwise might be reasonably expected to have a Material Adverse Effect; (iv)
to the Company's actual knowledge, there have been no Releases on, upon, from or
into any real property in the vicinity of the real property or other assets of
the Company or any Subsidiary which, through soil or groundwater contamination,
may have come to be located on, and which might reasonably be expected to have a
material adverse effect on the value of, real property or other assets of the
Company or any Subsidiary with an aggregate net book value (prior to any
writedown resulting from any of the foregoing) exceeding $250,000 or which
otherwise might be reasonably expected to have a Material Adverse Effect; and
(v) any Hazardous Substances generated by the Company and its Subsidiaries have
been transported offsite only by properly licensed carriers and, to the best of
the Company's knowledge, delivered only to treatment or disposal facilities
maintaining valid permits as required under applicable Environmental Laws, which
transporters and facilities have been and are, to the best of the Company's
knowledge, operating in compliance with such permits and applicable
Environmental Laws, except to the extent that failure to do so would not,
individually or in the aggregate, have a Material Adverse Effect.

      (d) Investigations. Except as set forth on Schedule 9.14, the Company and
its Subsidiaries have taken reasonable steps to investigate the past and present
condition and usage of the real property of the Company and its Subsidiaries
with regard to environmental matters.

      9.51 Information. All information heretofore or contemporaneously herewith
furnished in writing by the Company or any Subsidiary to any Bank for purposes
of or in connection with this Agreement and the transactions contemplated hereby
is, and all written information hereafter furnished by or on behalf of the
Company or any Subsidiary to any Bank pursuant hereto or in connection herewith
will be, true and accurate in every material respect on the date as of which
such information is dated or certified, and none of such information is or will
be incomplete by omitting to state any material fact necessary to make such
information not misleading in light of the circumstances under which made (it
being recognized by the Administrative Agent and the Banks that (a) any
projections and forecasts provided by the Company are based on good faith
estimates and assumptions believed by the Company to be reasonable as of the
date of the applicable projections or assumptions and that actual results during
the period or periods covered by any such projections and forecasts will likely
differ from projected or forecasted results and (b) any information provided by
the Company or any Subsidiary with respect to any Person or assets acquired or
to be acquired by the Company or any Subsidiary shall, for all periods prior to
the date of such acquisition, be limited to the knowledge of the Company or the
acquiring Subsidiary after reasonable inquiry).

      SECTION 10 COVENANTS.

      Until the expiration or termination of the Commitments and thereafter
until all obligations of the Company hereunder and under the other Loan
Documents are paid in full and


                                       43
<PAGE>
all Letters of Credit have been terminated, the Company agrees that, unless at
any time the Required Banks shall otherwise expressly consent in writing, it
will:

      10.1 Reports, Certificates and Other Information. Furnish to each Bank:

      10.1.1 Audit Report. Promptly when available and in any event within 90
days after the close of each Fiscal Year: (a) a copy of the annual audit report
of the Company and its Subsidiaries for such Fiscal Year, including therein
consolidated balance sheets of the Company and its Subsidiaries as of the end of
such Fiscal Year and consolidated statements of earnings and cash flow of the
Company and its Subsidiaries for such Fiscal Year certified without
qualification by Arthur Andersen LLP or other independent auditors of recognized
standing selected by the Company and reasonably acceptable to the Required
Banks, together with a written statement from such accountants to the effect
that in making the examination necessary for the signing of such annual audit
report by such accountants, they have not become aware of any Event of Default
or Unmatured Event of Default that has occurred and is continuing or, if they
have become aware of any such event, describing it in reasonable detail and (b)
consolidating balance sheets of the Company and its Subsidiaries as of the end
of such Fiscal Year and consolidating statements of earnings for the Company and
its Subsidiaries for such Fiscal Year, certified by the chief financial officer
of the Company.

      10.1.2 Quarterly Reports. Promptly when available and in any event within
45 days after the end of each Fiscal Quarter (except the last Fiscal Quarter) of
each Fiscal Year, consolidated and consolidating balance sheets of the Company
and its Subsidiaries as of the end of such Fiscal Quarter, together with
consolidated and consolidating statements of earnings and consolidated
statements of cash flow for such Fiscal Quarter and for the period beginning
with the first day of such Fiscal Year and ending on the last day of such Fiscal
Quarter, certified by the chief financial officer of the Company.

      10.1.3 Monthly Reports. Promptly when available and in any event within 30
days after the end of each of the first two months of each Fiscal Quarter,
consolidated and consolidating balance sheets of the Company and its
Subsidiaries as of the end of such month, together with consolidated and
consolidating statements of earnings for such month and for the period beginning
with the first day of the applicable Fiscal Year and ending on the last day of
such month, certified by the chief financial officer of the Company.

      10.1.4 Compliance Certificates. Contemporaneously with the furnishing of a
copy of each annual audit report pursuant to Section 10.1.1 and of each set of
quarterly statements pursuant to Section 10.1.2, (a) a duly completed compliance
certificate in the form of Exhibit B, with appropriate insertions, dated the
date of such annual report or such quarterly statements and signed by the chief
financial officer of the Company, containing a computation of each of the
financial ratios and restrictions set forth in Section 10.6 and to the effect
that such officer has not become aware of any Event of Default or Unmatured
Event of Default that has occurred and is continuing or, if there is any such
event, describing it and the steps, if any, being taken to cure it;


                                       44
<PAGE>
and (b) an updated organizational chart listing all Subsidiaries and the
locations of their businesses.

      10.1.5 Reports to SEC and to Shareholders. Promptly upon the filing or
sending thereof, copies of all regular, periodic or special reports of the
Company or any Subsidiary filed with the SEC (excluding exhibits thereto,
provided that the Company shall promptly deliver any such exhibit to the
Administrative Agent or any Bank upon request therefor); copies of all
registration statements of the Company or any Subsidiary filed with the SEC
(other than on Form S-8); and copies of all proxy statements or other
communications made to shareholders generally concerning material developments
in the business of the Company or any Subsidiary.

      10.1.6 Notice of Default, Litigation and ERISA Matters. Promptly upon
becoming aware of any of the following, written notice describing the same and
the steps being taken by the Company or the Subsidiary affected thereby with
respect thereto:

      (a) the occurrence of an Event of Default or an Unmatured Event of
Default;

      (b) any litigation, arbitration or governmental investigation or
proceeding not previously disclosed by the Company to the Banks which has been
instituted or, to the knowledge of the Company, is threatened against the
Company or any Subsidiary or to which any of the properties of any thereof is
subject which, if adversely determined, might reasonably be expected to have a
Material Adverse Effect;

      (c) the institution of any steps by any member of the Controlled Group or
any other Person to terminate any Pension Plan, or the failure of any member of
the Controlled Group to make a required contribution to any Pension Plan (if
such failure is sufficient to give rise to a lien under Section 302(f) of ERISA)
or to any Multiemployer Pension Plan, or the taking of any action with respect
to a Pension Plan which could result in the requirement that the Company furnish
a bond or other security to the PBGC or such Pension Plan, or the occurrence of
any event with respect to any Pension Plan or Multiemployer Pension Plan which
could result in the incurrence by any member of the Controlled Group of any
material liability, fine or penalty (including any claim or demand for
withdrawal liability or partial withdrawal from any Multiemployer Pension Plan),
or any notice that any Multiemployer Pension Plan is in reorganization, that
increased contributions may be required to avoid a reduction in plan benefits or
the imposition of an excise tax, that any such plan is or has been funded at a
rate less than that required under Section 412 of the Code, that any such plan
is or may be terminated, or that any such plan is or may become insolvent;

      (d) any cancellation (without replacement) or material change in any
insurance maintained by the Company or any Subsidiary;

      (e) any event (including any violation of any Environmental Law or the
assertion of any Environmental Claim) which might reasonably be expected to have
a Material Adverse Effect;


                                       45
<PAGE>
      (f) the acceleration of any Subordinated Debt; or

      (g) any setoff, claim (including any Environmental Claim), withholding or
other defense to which any of the collateral granted under any Collateral
Document, or the Administrative Agent's or the Banks' rights with respect to any
such collateral, are subject.

      10.1.7 Subsidiaries. Promptly upon any change in the list of its
Subsidiaries from that set forth on Schedule 9.8 (or in the most recent notice
pursuant to this Section), notification of such change.

      10.1.8 Management Reports. Promptly upon the request of the Administrative
Agent or any Bank, copies of all detailed financial and management reports
submitted to the Company by independent auditors in connection with each annual
or interim audit made by such auditors of the books of the Company.

      10.1.9 Projections. As soon as practicable and in any event within 60 days
after the commencement of each Fiscal Year, financial projections for the
Company and its Subsidiaries for such Fiscal Year prepared in a manner
consistent with those projections delivered by the Company to the Administrative
Agent prior to the Effective Date.

      10.1.10 Other Information. From time to time such other information
concerning the Company and its Subsidiaries as the Administrative Agent or any
Bank may reasonably request.

      10.2 Books, Records and Inspections. Keep, and cause each Subsidiary to
keep, its books and records in accordance with sound business practices
sufficient to allow the preparation of financial statements in accordance with
GAAP; permit, and cause each Subsidiary to permit, any Bank or the
Administrative Agent or any representative thereof upon reasonable prior notice
to inspect the properties and operations of the Company and of such Subsidiary;
and permit, and cause each Subsidiary to permit, at any reasonable time during
normal business hours and with reasonable notice (or at any time without notice
if an Event of Default exists), any Bank or the Administrative Agent or any
representative thereof to visit any or all of its offices, to discuss its
financial matters with its officers and its independent auditors (and the
Company hereby authorizes such independent auditors to discuss such financial
matters with any Bank or the Administrative Agent or any representative thereof
whether or not any representative of the Company or any Subsidiary is present),
and to examine (and, at the expense of the Company or the applicable Subsidiary,
photocopy extracts from) any of its books or other corporate records.

      10.3 Insurance. Maintain, and cause each Subsidiary to maintain, with
responsible insurance companies, such insurance as may be required by any law or
governmental regulation or court decree or order applicable to it and such other
insurance, to such extent and against such hazards and liabilities, as is
customarily maintained by companies similarly situated; and, upon request of the
Administrative Agent or any Bank, furnish to the Administrative Agent or such


                                       46
<PAGE>
Bank a certificate setting forth in reasonable detail the nature and extent of
all insurance maintained by the Company and its Subsidiaries.

      10.4 Compliance with Laws, Material Contracts; Payment of Taxes and
Liabilities. (a) Comply, and cause each Subsidiary to comply, in all material
respects with all material applicable laws (including Environmental Laws),
rules, regulations, decrees, orders, judgments, licenses, material contracts and
permits; and (b) pay, and cause each Subsidiary to pay, prior to delinquency,
all Federal taxes and all other material taxes and other governmental charges
against it or any of its property, as well as claims of any kind which, if
unpaid, might become a Lien on any of its property; provided that the foregoing
shall not require the Company or any Subsidiary to pay any such tax or charge so
long as it shall contest the validity thereof in good faith by appropriate
proceedings and shall set aside on its books adequate reserves with respect
thereto in accordance with GAAP.

      10.5 Maintenance of Existence, etc. Maintain and preserve, and (subject
to Section 10.11) cause each Subsidiary to maintain and preserve, (a) its
existence and good standing in the jurisdiction of its incorporation and (b) its
qualification and good standing as a foreign corporation in each jurisdiction
where the nature of its business makes such qualification necessary (except in
those instances in which the failure to be qualified or in good standing does
not have a Material Adverse Effect).

      10.6 Financial Covenants.

      10.6.1 Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage
Ratio as of the last day of any Computation Period to be less than the
applicable ratio set forth below:

<TABLE>
<CAPTION>
                      COMPUTATION                                  FIXED CHARGE
                     PERIOD ENDING:                              COVERAGE RATIO
                     --------------                              --------------
<S>                                                              <C>
           Effective Date through 12/31/02                         1.35 to 1.0
           1/01/03 through 12/31/03                                1.45 to 1.0
           Thereafter                                              1.55 to 1.0.
</TABLE>

      10.6.2 Minimum Interest Coverage. Not permit the Interest Coverage Ratio
as of the last day of any Computation Period to be less than the applicable
ratio set forth below:

<TABLE>
<CAPTION>
                      COMPUTATION                                     INTEREST
                     PERIOD ENDING:                              COVERAGE RATIO
                     --------------                              --------------
<S>                                                              <C>
           Effective Date through 12/31/02                         2.25 to 1.0
           1/01/03 through 12/31/03                                2.35 to 1.0
           Thereafter                                              2.50 to 1.0.
</TABLE>


                                       47
<PAGE>
      10.6.3 Total Leverage Ratio. Not permit the Total Leverage Ratio as of
the last day of any Computation Period to exceed the applicable ratio set forth
below:

<TABLE>
<CAPTION>
                      COMPUTATION                                TOTAL LEVERAGE
                     PERIOD ENDING:                                  RATIO
                     -------------                               --------------
<S>                                                              <C>
           Effective Date through 12/31/02                         4.50 to 1.0
           1/01/03 through 12/31/03                                4.25 to 1.0
           1/01/04 through 12/31/04                                4.00 to 1.0
           Thereafter                                              3.50 to 1.0.
</TABLE>

      10.6.4 Senior Leverage Ratio. Not permit the Senior Leverage Ratio as of
the last day of any Computation Period to exceed the applicable ratio set forth
below:

<TABLE>
<CAPTION>
                      COMPUTATION                                SENIOR LEVERAGE
                     PERIOD ENDING:                                   RATIO
                     --------------                              ---------------
<S>                                                              <C>
           Effective Date through 12/31/03                         2.25 to 1.0
           Thereafter                                              2.00 to 1.0
</TABLE>

      10.6.5 Capital Expenditures. The Company will not permit the aggregate
amount of all Capital Expenditures (excluding (x) amounts, if any, paid to
consummate acquisitions permitted by Section 10.11(c) which constitute Capital
Expenditures and (y) Capital Expenditures relating to the Rhode Island Facility
and the SPV Assets to the extent financed with Non-Recourse Debt) made by the
Company and its Subsidiaries during any period of 12 consecutive months to
exceed (a) the product of (i) 1.50 multiplied by (ii) the depreciation of the
Company and its Subsidiaries during the preceding period of 12 consecutive
months (calculated on a pro forma basis giving effect to acquisitions and sales
and other dispositions made subsequent to such preceding 12 months) or (b) such
greater amount as the Required Banks may approve at the request of the Company
from time to time, such approval to be granted or withheld at the sole
respective discretion of each Bank.

      10.7 Limitations on Debt. Not, and not permit any Subsidiary to, create,
incur, assume or suffer to exist any Debt, except:

      (a) obligations in respect of the Loans, the L/C Applications and the
Letters of Credit;

      (b) unsecured seller Debt which represents all or part of the purchase
price payable in connection with a transaction permitted by Section 10.11(c) and
the existing Debt listed on Schedule 10.7(b); provided that the aggregate
principal amount of all such Debt (other than (i) the Debt designated with an
asterisk on Schedule 10.7(b), and (ii) an unsecured seller note payable in
connection with the acquisition of EPIC not in excess of $6,000,000, the payment
of which is contingent upon the performance of EPIC) shall not at any time
exceed $5,000,000;


                                       48
<PAGE>
      (c) Debt arising under Capital Leases, Debt secured by Liens permitted by
subsection 10.8(c) or (d), Rhode Island Non-Recourse Debt in an aggregate amount
not to exceed $15,000,000, and other Debt outstanding on the date hereof and
listed in Schedule 10.7(c), and refinancings of any such Debt so long as the
terms applicable to such refinanced Debt are no less favorable to the Company or
the applicable Subsidiary than the terms in effect immediately prior to such
refinancing, provided that the aggregate amount of all such Debt at any time
outstanding shall not exceed $25,000,000;

      (d) Debt of Subsidiaries owed to the Company;

      (e) Hedging Obligations of the Company or any Subsidiary to any Bank
incurred in the ordinary course of business for bona fide hedging purposes and
not for speculation;

      (f) unsecured Debt of the Company to Subsidiaries;

      (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be
repaid on or before the Effective Date;

      (h) the Baltimore Bonds;

      (i) Subordinated Debt issued to former employees to repurchase stock from
such former employees in an aggregate principal amount at any time outstanding
not to exceed $2,500,000;

      (j) the Subordinated Notes and any Subordinated Debt issued in replacement
thereof, and any guaranty thereof; and

      (k) SPV Non-Recourse Debt used to finance the purchase or construction of
SPV Assets after February 25, 2002 for use in businesses of the types described
in Section 10.19; provided that the aggregate principal amount of all such Debt
shall not at any time exceed $50,000,000.

      10.16 Liens. Not, and not permit any Subsidiary to, create or permit to
exist any Lien on any of its real or personal properties, assets or rights of
whatsoever nature (whether now owned or hereafter acquired), except:

      (a) Liens for taxes or other governmental charges not at the time
delinquent or thereafter payable without penalty or being contested in good
faith by appropriate proceedings and, in each case, for which it maintains
adequate reserves;

      (b) Liens arising in the ordinary course of business (such as (i) Liens of
carriers, warehousemen, mechanics and materialmen and other similar Liens
imposed by law and (ii) Liens incurred in connection with worker's compensation,
unemployment compensation and


                                       49
<PAGE>
other types of social security (excluding Liens arising under ERISA) or in
connection with surety bonds, bids, performance bonds and similar obligations)
for sums not overdue or being contested in good faith by appropriate proceedings
and not involving any deposits or advances or borrowed money (other than
deposits permitted under Section 10.20(f)(ii)) or the deferred purchase price of
property or services, and, in each case, for which it maintains adequate
reserves;

      (c) Liens identified in Schedule 10.8;

      (d) subject to the limitation set forth in Section 10.7(c), (i) Liens
existing on property at the time of the acquisition thereof by the Company or
any Subsidiary (and not created in contemplation of such acquisition) and (ii)
Liens that constitute purchase money security interests on any property securing
debt incurred for the purpose of financing all or any part of the cost of
acquiring such property, provided that any such Lien attaches to such property
within 60 days of the acquisition thereof and such Lien attaches solely to the
property so acquired;

      (e) attachments, appeal bonds, judgments and other similar Liens, for sums
not exceeding $500,000 arising in connection with court proceedings, provided
the execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and by
appropriate proceedings;

      (f) easements, rights of way, restrictions, minor defects or
irregularities in title and other similar Liens not interfering in any material
respect with the ordinary conduct of the business of the Company or any
Subsidiary;

      (g) Liens in favor of the Administrative Agent for the benefit of the
Banks arising under the Loan Documents;

      (h) Liens arising in connection with accounts receivable factoring
arrangements permitted under Section 10.11;

      (i) Liens arising in connection with the Sale-Leaseback Transaction
attaching only to the property being leased; and

      (j) Liens on SPV Assets arising in connection with SPV Non-Recourse Debt
permitted by Section 10.7(k).

      10.8 Operating Leases. Not permit (a) the aggregate amount of gross
proceeds received from the Sale-Leaseback Transaction to exceed $20,000,000 and;
(b) the aggregate amount of all rental payments made (or scheduled to be made)
under all Operating Leases (excluding (i) the operating lease arising in
connection with the Sale-Leaseback Transaction so long as such operating lease
is approved in writing by the Administrative Agent, (ii) any lease of equipment
for a period of less than six months which is not renewable or extendible solely
at the option of the lessee thereunder, (iii) Operating Leases entered into
after February 25, 2002 which


                                       50
<PAGE>
(x) are for equipment to be used in servicing contracts entered into after such
date and (y) have a term (or are renewable or extendible solely at the option of
the lessee for a period) of not less than five years; provided that the
aggregate amount of all rental payments made (or scheduled to be made) pursuant
to this clause (iii) shall not exceed $4,000,000 during any Fiscal Year, and
(iv) the Operating Leases listed on Schedule 10.9) by the Company and its
Subsidiaries (on a consolidated basis) in any Fiscal Year to exceed 1.0% of Net
Worth as of the end of the prior Fiscal Year.

      10.9 Restricted Payments. Not, and not permit any Subsidiary to:

      (a) declare or pay any dividends on any of its capital stock (other than
stock dividends);

      (b) purchase or redeem any such stock or any warrants, units, options or
other rights in respect of such stock;

      (c) make any other distribution to shareholders;

      (d) pay any principal or interest on, or purchase, redeem or defease, any
Subordinated Debt;

      (e) pay any management fees, monitoring fees or any similar fees to GTCR
Capital or GTCR Fund VII or any Affiliate of the foregoing; or

      (f) set aside funds for any of the foregoing;

provided that (i) any Subsidiary may declare and pay dividends to the Company or
to any other wholly-owned Subsidiary; (ii) the Company may make regularly
scheduled cash payments of interest on any Subordinated Debt if no Event of
Default or Unmatured Event of Default exists or would result therefrom (provided
that any such payment pursuant to the Subordinated Indenture shall be paid only
to the trustee thereunder) and the holder of such Subordinated Debt is permitted
to receive such payments at such time under (x) in the case of the Subordinated
Notes, the Subordinated Indenture and (y) in the case of any other Subordinated
Debt, any applicable subordination agreement; (iii) the Company may make cash
repurchases of its capital stock held by employees (or former employees) and
cash payments on Subordinated Debt permitted under Section 10.7(i) in an
aggregate amount, for all such repurchases and payments, not in excess of
$250,000 in any fiscal year; (iv) the Company may make repurchases of its
capital stock held by employees (or former employees) with the proceeds of the
substantially concurrent issuance of stock to employees (or former employees) or
to GTCR Capital or GTCR Fund VII or any Affiliate of the foregoing or any
TCW/Crescent Lender; (v) so long as no Event of Default or Unmatured Event of
Default exists or would result therefrom, the Company may pay to GTCR Golder
Rauner, L.L.C. and its Affiliates and the TCW/Crescent Lenders fees as provided
for in the Professional Services Agreement as in effect on the Effective Date;
(vi) so long as the Total Leverage Ratio on a pro forma basis at the time of the
relevant payment (and


                                       51
<PAGE>
after giving effect thereto) is less than 4.00 to 1.0 and no Event of Default or
Unmatured Event of Default exists or would result therefrom, the Company may
declare and pay dividends on its preferred stock in an aggregate amount not
exceeding $6,000,000 in any Fiscal Year; and (vii) so long as the Total Leverage
Ratio on a pro forma basis at the time of the relevant payment (and after giving
effect thereto) is less than 2.50 to 1.0 and no Event of Default or Unmatured
Event of Default exists or would result therefrom, the Company may declare and
pay dividends on its capital stock and make cash repurchases of its capital
stock in an aggregate amount in any Fiscal Year, for all such dividends and
repurchases described in this clause (vii) (in addition to any dividends and
repurchases permitted by clauses (iii), (iv) and (vi) above), not exceeding
$10,000,000).

      10.10 Mergers, Consolidations, Sales. Not, and not permit any Subsidiary
to, be a party to any merger or consolidation, or purchase or otherwise acquire
all or substantially all of the assets or any stock of any class of, or any
partnership or joint venture interest in, any other Person, or sell, transfer,
convey or lease all or any substantial part of its assets, or sell or assign
with or without recourse any receivables, except for (a) any such merger or
consolidation, sale, transfer, conveyance, lease or assignment of or by any
wholly-owned Subsidiary into the Company or into, with or to any other
wholly-owned Subsidiary; (b) any such purchase or other acquisition by the
Company or any wholly-owned Subsidiary of the assets or stock of any
wholly-owned Subsidiary; (c) any such purchase or other acquisition by the
Company or any wholly-owned Subsidiary of the assets or stock of any other
Person where (1) such assets (in the case of an asset purchase) are for use, or
such Person (in the case of a stock purchase) is engaged in business activities
permitted under Section 10.19; (2) immediately before or after giving effect to
such purchase or acquisition, no Event of Default or Unmatured Event of Default
shall have occurred and be continuing; (3) either (i) (x) the aggregate
consideration to be paid by the Company and its Subsidiaries (including any Debt
assumed or issued in connection therewith, the amount thereof to be calculated
in accordance with GAAP) in connection with such purchase or other acquisition
(or any series of related acquisitions) is not greater than $35,000,000 and (y)
the aggregate consideration to be paid in cash or by the assumption or issuance
of Debt by the Company and its Subsidiaries in connection with such purchase or
acquisition (or any series of related acquisitions) is not greater than
$15,000,000 or (ii) the Required Banks have consented to such purchase or
acquisition; (4) the Company is in pro forma compliance with all the financial
ratios and restrictions set forth in Section 10.6; and (5) immediately after
giving effect to such purchase or acquisition, the Revolving Commitment is at
least $2,000,000 greater than the Revolving Outstandings; (d) any sale of assets
pursuant to the Sale-Leaseback Transaction so long as such sale is consummated
on or prior to December 31, 2002; (e) sales of receivables pursuant to factoring
arrangements entered into by the Company or any Subsidiary in the ordinary
course of business so long as the aggregate amount of receivables subject to
such factoring arrangements does not exceed $3,000,000 at any time; and (f)
other sales and dispositions of assets (including the stock of Subsidiaries) so
long as the net book value of all assets sold or otherwise disposed of in any
Fiscal Year (other than sales of transportation and spreading equipment) does
not exceed $500,000.


                                       52
<PAGE>
      10.11 Use of Proceeds. Use the proceeds of the Loans solely to finance the
Company's working capital, to refinance existing Debt, for acquisitions
permitted by Section 10.11, for capital expenditures and for other general
corporate purposes; and not use or permit any proceeds of any Loan to be used,
either directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of "purchasing or carrying" any Margin Stock.

      10.12 Further Assurances. Take, and cause each Subsidiary to take, such
actions as are necessary, or as the Administrative Agent (or the Required Banks
acting through the Administrative Agent) may reasonably request, from time to
time (including the execution and delivery of guaranties, security agreements,
pledge agreements, financing statements, mortgages, deeds of trust and other
documents, the filing or recording of any of the foregoing, the delivery of
stock certificates and other collateral with respect to which perfection is
obtained by possession, and the delivery of opinions of counsel with respect to
any of such documents) to ensure that (i) the obligations of the Company
hereunder and under the other Loan Documents and any Hedging Obligations of the
Company owing to any Bank or any Affiliate of any Bank are secured by
substantially all of the assets (other than, unless the Required Banks (acting
through the Administrative Agent) otherwise request in writing, any motor
vehicle transportation equipment with a net book value of less than $25,000
which is subject to a statute requiring notation on a certificate of title to
perfect a security interest in such vehicle or such equipment) of the Company
and guaranteed by all of the Subsidiaries (including, promptly upon the
acquisition or creation thereof, any Subsidiary acquired or created after the
date hereof) by execution of a counterpart of the Guaranty, provided that no
Foreign Subsidiary, Joint Venture Subsidiary or SPV shall have an obligation to
execute a counterpart of the Guaranty; and (ii) the obligations of each
Guarantor under the Guaranty and any Hedging Obligations of such Guarantor owing
to any Bank or any Affiliate of any Bank are secured by substantially all of the
assets (other than, unless the Required Banks (acting through the Administrative
Agent) otherwise request in writing, any motor vehicle transportation equipment
with a net book value of less than $25,000 which is subject to a statute
requiring notation on a certificate of title to perfect a security interest in
such vehicle or such equipment) of such Guarantor. Notwithstanding the
foregoing, (a) neither the Company nor any domestic Subsidiary shall be required
to pledge more than 65% of the stock of any Foreign Subsidiary; (b) no Foreign
Subsidiary shall be required to pledge the stock of any other Foreign
Subsidiary; (c) so long as the Rhode Island Non-Recourse Debt is outstanding,
neither the Company nor any Subsidiary shall be obligated to grant any Lien on
the Rhode Island Facility; (d) so long as any SPV Non- Recourse Debt is
outstanding, neither the Company nor any Subsidiary shall be obligated to grant
any Lien on any SPV Asset of the applicable SPV; and (e) so long as the Company
or any Subsidiary continues to lease assets pursuant to the Sale-Leaseback
Transaction, neither the Company nor any Subsidiary shall be obligated to grant
any Lien on such leased assets.

      10.13 Transactions with Affiliates. Not, and not permit any Subsidiary to,
enter into, or cause, suffer or permit to exist any transaction, arrangement or
contract with any of its other Affiliates (other than the Company and its
Subsidiaries) which is on terms which are less favorable than are obtainable
from any Person which is not one of its Affiliates (other than the transactions
evidenced by the Preferred Stock Purchase Agreement, the Preferred Stock


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<PAGE>
Registration Agreement, the Stockholders Agreement and the Professional Services
Agreement as in effect on the Effective Date).

      10.14 Employee Benefit Plans. Maintain, and cause each Subsidiary to
maintain, each Pension Plan in substantial compliance with all applicable
requirements of law and regulations.

      10.15 Environmental Laws. Conduct, and cause each Subsidiary to conduct,
its operations and keep and maintain its property in material compliance with
all Environmental Laws (other than Immaterial Laws).

      10.16 Unconditional Purchase Obligations. Not, and not permit any
Subsidiary to, enter into or be a party to any contract for the purchase of
materials, supplies or other property or services, if such contract requires
that payment be made by it regardless of whether or not delivery is ever made of
such materials, supplies or other property or services; provided that the
foregoing shall not prohibit the Company or any Subsidiary from entering into
options for the purchase of particular assets or businesses.

      10.17 Inconsistent Agreements. Not, and not permit any Subsidiary to,
enter into any agreement containing any provision which (a) would be violated or
breached by any borrowing, or the obtaining of any Letter of Credit, by the
Company hereunder or by the performance by the Company or any Subsidiary of any
of its obligations hereunder or under any other Loan Document or (b) would
prohibit the Company or any Subsidiary from granting to the Administrative
Agent, for the benefit of the Banks, a Lien on any of its assets (other than (i)
any prohibition with respect to an asset subject to a purchase money security
interest securing Debt permitted by Section 10.7(c), (ii) existing prohibitions
in the existing documentation relating to the Baltimore Bonds, (iii) any
provision in the documentation for the Rhode Island Non- Recourse Debt which
prohibits a second Lien on the Rhode Island Facility, (iv) any provision in the
documentation for any SPV Non-Recourse Debt which prohibits a second Lien on the
related SPV Assets, and (v) any provision in the documentation for the
Sale-Leaseback Transaction which prohibits a second Lien on the assets leased by
the Company or any Subsidiary pursuant to such transaction).

      10.18 Business Activities. Not, and not permit any Subsidiary to, engage
in any line of business other than the lines of business conducted by the
Company and its Subsidiaries on the date hereof and any business reasonably
related, incidental or ancillary thereto; provided that neither the Company nor
any Subsidiary shall engage in hazardous waste-related business activities.

      10.19 Advances and Other Investments. Not, and not permit any Subsidiary
to, make, incur, assume or suffer to exist any Investment in any other Person,
except (without duplication) the following:

      (a) Equity Investments existing on the Effective Date in wholly-owned
Subsidiaries identified in Schedule 9.8;


                                       54
<PAGE>
      (b) equity Investments in Subsidiaries organized or acquired after the
Effective Date in connection with transactions permitted as acquisitions of
stock or assets pursuant to Section 10.11;

      (c) in the ordinary course of business, contributions by the Company to
the capital of any of its Subsidiaries, or by any such Subsidiary to the capital
of any of its Subsidiaries;

      (d) in the ordinary course of business, Investments by the Company in any
Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany
loans, advances or guaranties, all to the extent permitted by Section 10.7;

      (e) Suretyship Liabilities permitted by Section 10.7;

      (f) good faith deposits (i) made in connection with prospective
acquisitions of stock or assets permitted by Section 10.11 or (ii) to secure
payment under surety bonds permitted by Section 10.8; provided that the
aggregate amount of all outstanding deposits made pursuant to clause (ii) shall
not at any time exceed $5,000,000;

      (g) loans to officers and employees not exceeding (i) $250,000 in the
aggregate to any single individual or (ii) $500,000 in the aggregate for all
such individuals;

      (h) loans to officers and employees the proceeds of which are used to
purchase the Company's stock;

      (i) Cash Equivalent Investments;

      (j) bank deposits in the ordinary course of business; provided that the
aggregate amount of all such deposits (excluding (x) amounts in payroll accounts
or for accounts payable, in each case to the extent that checks have been issued
to third parties, and (y) amounts maintained (in the ordinary course of business
consistent with past practice) in accounts of any Person which is acquired by
the Company or a Subsidiary in accordance with the terms hereof during the 45
days following the date of such acquisition) which are maintained with any bank
other than a Bank shall not at any time exceed (x) in the case of such deposits
with any single bank, $100,000 for three consecutive Business Days and (y) in
the case of all such deposits, $1,000,000 for three consecutive Business Days;
and

      (k) other Investments (including Investments in Joint Venture
Subsidiaries) in an aggregate amount not exceeding $3,000,000 at any time
outstanding (without giving effect to any write-off or write-down of any
Investment).

provided that no Investment otherwise permitted by clause (b), (c), (d), (e),
(f), (g) or (k) shall be permitted to be made if, immediately before or after
giving effect thereto, any Event of Default or Unmatured Event of Default shall
have occurred and be continuing; and provided, further, that


                                       55
<PAGE>
the aggregate amount of Investments by the Company or any Subsidiary in SPVs
shall not exceed at any time the sum of (x) $1,000,000 and (y) the excess of the
dollar amount set forth in clause (k) over the aggregate amount of Investments
outstanding pursuant to clause (k) at such time.

      10.20 Foreign Subsidiaries. Not at any time permit more than 10% of its
consolidated assets to be owned by, or more than 10% of its consolidated
revenues for any Fiscal Quarter to be earned by, Foreign Subsidiaries.

      10.21 Interest Rate Protection. Manage its hedging arrangements (all of
which shall be with counterparties reasonably satisfactory to the Administrative
Agent) so that at all times during the two years following the Effective Date
the effective interest rate on not less than 50% of the sum of the outstanding
principal amount of the Term Loans and the Subordinated Notes is fixed or capped
at rates reasonably satisfactory to the Administrative Agent.

      10.22 Amendments to Certain Documents. Not make or agree to any amendment
to or modification of, or waive any of its rights under, any of the terms of the
Subordinated Indenture or any other agreement or instrument governing any
Subordinated Debt which would (a) have the effect of (i) increasing the
principal amount payable thereon or redemptions thereof, (ii) providing for
earlier payment in respect of principal or redemptions or otherwise, or (iii)
requiring additional collateral or guarantees to secure any Subordinated Debt or
(b) otherwise adversely affect the interest of the Banks in any material
respect.

      SECTION 11 EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

      11.1 Effectiveness. This Agreement shall become effective, and all loans
outstanding under the Existing Agreement shall be deemed to be loans hereunder
(as more fully set forth in Section 1.3) and all letters of credit outstanding
under the Existing Agreement shall be deemed to be Letters of Credit hereunder,
on the date (and the date on which all such conditions precedent have been
satisfied or waived in writing by the Banks, the "Effective Date") that the
Administrative Agent shall have received (a) all amounts which are then due and
payable pursuant to Section 5 and (to the extent billed) Section 14.6; (b)
evidence satisfactory to the Administrative Agent that (i) all Debt to be Repaid
has been (or concurrently with the initial credit extension hereunder will be)
paid in full and all Liens securing such Debt have been (or concurrently with
the initial credit extension hereunder will be) terminated; (ii) all filings
necessary to perfect the Administrative Agent's Lien on the collateral under the
Restated Security Agreement have been duly made and are in full force and
effect; (iii) all collateral required to be delivered to the Administrative
Agent under the Company Pledge Agreement and each Subsidiary Pledge Agreement
has been delivered; and (iv) the Company has received not less than $150,000,000
in gross proceeds from the issuance of Subordinated Notes; and (c) all of the
following, each duly executed and dated the Effective Date (or such earlier date
as shall be satisfactory to the Administrative Agent), each in form and
substance satisfactory to the Administrative Agent, and each (except for the
Notes, of which only the originals shall be signed) in sufficient number of
signed counterparts to provide one for each Bank:


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<PAGE>
      11.1.1 Notes. The Notes.

      11.1.2 Resolutions. Certified copies of resolutions of the Board of
Directors of the Company authorizing or ratifying the execution, delivery and
performance by the Company of this Agreement, the Notes and the other Loan
Documents to which the Company is a party.

      11.1.3 Consents, etc. Certified copies of all documents evidencing any
necessary corporate action, consents and governmental approvals (if any)
required for the execution, delivery and performance by the Company and each
Subsidiary of the documents referred to in this Section 11.

      11.1.4 Incumbency and Signature Certificates. A certificate of the
Secretary or an Assistant Secretary of the Company as of the Effective Date
certifying the names of the officer or officers of such entity authorized to
sign the Loan Documents to which such entity is a party, together with a sample
of the true signature of each such officer (it being understood that the
Administrative Agent and each Bank may conclusively rely on each such
certificate until formally advised by a like certificate of any changes
therein).

      11.1.5 Confirmation. A Confirmation, substantially in the form of Exhibit
H, executed by the Company and each Subsidiary.

      11.1.6 Opinions of Counsel for the Company and the Guarantors. The
opinions of (a) Locke Liddell & Sapp LLP, counsel to the Company and the
Guarantors, and (b) Kavanagh Maloney & Osnato LLP, New York counsel to the
Company and the Guarantors.

      11.1.7 Pro Forma Capitalization Table. A pro forma capitalization table of
the Company and its Subsidiaries as of December 31, 2001, prepared and certified
by the chief financial officer of the Company.

      11.1.8 Subordinated Note Documents. Certified copies of the Subordinated
Indenture and the documents related thereto.

      11.1.9 Real Estate Documents. Amendments to Mortgages as the
Administrative Agent shall deem reasonably necessary.

      11.1.10 Other. Such other documents as the Administrative Agent or any
Bank may reasonably request.

      11.2 Conditions to All Extensions of Credit. The obligation (a) of each
Bank to make each Loan and (b) of each Issuing Bank to issue each Letter of
Credit is subject to the condition that the Effective Date shall have occurred
and to the following further conditions precedent:


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<PAGE>
      11.2.1 Compliance with Warranties, No Default, etc. Both before and after
giving effect to any borrowing and the issuance of any Letter of Credit (but, if
any Event of Default of the nature referred to in Section 12.1.2 shall have
occurred with respect to any other Debt, without giving effect to the
application, directly or indirectly, of the proceeds thereof) the following
statements shall be true and correct:

      (a) the representations and warranties of the Company and the Guarantors
set forth in this Agreement (excluding Sections 9.6, 9.8 and 9.14) and the other
Loan Documents shall be true and correct in all material respects with the same
effect as if then made (except to the extent stated to relate to an earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date);

      (b) except as disclosed by the Company to the Administrative Agent and the
Banks pursuant to Section 9.6,

            (i) no litigation (including derivative actions), arbitration
      proceeding, labor controversy or governmental investigation or proceeding
      shall be pending or, to the knowledge of the Company, threatened against
      the Company or any of its Subsidiaries which might reasonably be expected
      to have a Material Adverse Effect or which purports to affect the
      legality, validity or enforceability of this Agreement, the Notes or any
      other Loan Document; and

            (ii) no development shall have occurred in any litigation (including
      derivative actions), arbitration proceeding, labor controversy or
      governmental investigation or proceeding disclosed pursuant to Section 9.6
      which might reasonably be expected to have a Material Adverse Effect; and

      (c) no Event of Default or Unmatured Event of Default shall have then
occurred and be continuing or shall occur as the result of such borrowing or
issuance, and neither the Company nor any of its Subsidiaries shall be in
violation of any law or governmental regulation or court order or decree where
such violation or violations singly or in the aggregate might reasonably be
expected to have a Material Adverse Effect.

      11.4.2 Confirmatory Certificate. If requested by the Administrative Agent
or any Bank (acting through the Administrative Agent), the Administrative Agent
shall have received (in sufficient counterparts to provide one to each Bank) a
certificate dated the date of such requested Loan or Letter of Credit and signed
by a duly authorized representative of the Company as to the matters set out in
Section 11.2.1 (it being understood that each request by the Company for the
making of a Loan or the issuance of a Letter of Credit shall be deemed to
constitute a warranty by the Company that the conditions precedent set forth in
Section 11.2.1 will be satisfied at the time of the making of such Loan or the
issuance of such Letter of Credit), together with such other documents as the
Administrative Agent or any Bank (acting through the Administrative Agent) may
reasonably request in support thereof.


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<PAGE>
      SECTION 12 EVENTS OF DEFAULT AND THEIR EFFECT.

      12.1 Events of Default. Each of the following shall constitute an Event of
Default under this Agreement:

      12.1.1 Non-Payment of the Loans, etc. Default in the payment when due of
the principal of any Loan or any reimbursement obligation with respect to any
Letter of Credit; or default, and continuance thereof for five days, in the
payment when due of any interest, fee or other amount payable by the Company
hereunder or under any other Loan Document.

      12.1.2 Non-Payment of Other Debt. Any default shall occur under the terms
applicable to any Debt of the Company or any Subsidiary in an aggregate
principal amount (for all such Debt so affected) exceeding $1,000,000 and such
default shall (a) consist of the failure to pay such Debt when due (subject to
any applicable grace period), whether by acceleration or otherwise, or (b)
accelerate the maturity of such Debt or permit the holder or holders thereof, or
any trustee or agent for such holder or holders, to cause such Debt to become
due and payable prior to its expressed maturity.

      12.1.3 Surety Obligations; Other Material Obligations. (a) Failure by the
Company or any Subsidiary to pay, within 30 days after the date such obligation
arises, any reimbursement, indemnification or similar obligation in an aggregate
amount exceeding $1,000,000 relating to Surety Obligations (as defined in the
Subordinated Indenture) as to which the issuing or providing party or parties
have made payment under the documentation relating thereto; or (b) default in
the payment when due, or in the performance or observance of, any material
obligation of, or condition agreed to by, the Company or any Subsidiary with
respect to any material purchase or lease of goods or services where such
default, singly or in the aggregate with other such defaults might reasonably be
expected to have a Material Adverse Effect (except only to the extent that the
existence of any such default is being contested by the Company or such
Subsidiary in good faith and by appropriate proceedings and appropriate reserves
have been made in respect of such default).

      12.1.4 Bankruptcy, Insolvency, etc. The Company or any Subsidiary becomes
insolvent or generally fails to pay, or admits in writing its general inability
or refusal to pay, debts as they become due; or the Company or any Subsidiary
applies for, consents to, or acquiesces in the appointment of a trustee,
receiver or other custodian for the Company or such Subsidiary or any
substantial part of the property thereof, or makes a general assignment for the
benefit of creditors; or, in the absence of such application, consent or
acquiescence, a trustee, receiver or other custodian is appointed for the
Company or any Subsidiary or for any substantial part of the property thereof
and is not discharged within 60 days; or any bankruptcy, reorganization, debt
arrangement, or other case or proceeding under any bankruptcy or insolvency law,
or any dissolution or liquidation proceeding (except the voluntary dissolution,
not under any bankruptcy or insolvency law, of a Subsidiary), is commenced in
respect of the Company or any Subsidiary, and if such case or proceeding is not
commenced by the Company or such Subsidiary, it is consented to or acquiesced in
by the Company or such Subsidiary, or remains for 60 days


                                       59
<PAGE>
undismissed; or the Company or any Subsidiary takes any corporate action to
authorize, or in furtherance of, any of the foregoing.

      12.1.5 Non-Compliance with Provisions of This Agreement. (a) Failure by
the Company to comply with or to perform any covenant set forth in Sections 10.5
through 10.14; or (b) failure by the Company to comply with or to perform any
other provision of this Agreement (and not constituting an Event of Default
under any of the other provisions of this Section 12) and continuance of such
failure for 30 days after notice thereof to the Company from the Administrative
Agent or any Bank.

      12.1.6 Warranties. Any representation or warranty made by the Company
herein or in any statement or certificate at any time given by the Company in
writing pursuant hereto or in connection herewith or therewith is false or
misleading (i) in any respect, in the case of representations or warranties
qualified by a materiality standard including, without limitation, a "material
adverse effect" qualifier, or (ii) or in any respect which is material to the
business, assets, property, operations, results, prospects or condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole,
in the case of all other representations or warranties, in each case on the date
made or furnished.

      12.1.7 Pension Plans. (i) Institution of any steps by the Company or any
other Person to terminate a Pension Plan if as a result of such termination the
Company could be required to make a contribution to such Pension Plan, or could
incur a liability or obligation to such Pension Plan, in excess of $1,000,000;
(ii) a contribution failure occurs with respect to any Pension Plan sufficient
to give rise to a Lien under section 302(f) of ERISA; or (iii) there shall occur
any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the
withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans
as a result of such withdrawal (including any outstanding withdrawal liability
that the Company and the Controlled Group have incurred on the date of such
withdrawal) exceeds $1,000,000.

      12.1.8 Judgments. Final judgments which exceed an aggregate of $1,000,000
shall be rendered against the Company, or any Subsidiary and shall not have been
paid, discharged or vacated or had execution thereof stayed pending appeal
within 30 days after entry or filing of such judgments.

      12.1.9 Invalidity of Guaranty, etc. The Guaranty shall cease to be in full
force and effect with respect to any Guarantor, any Guarantor shall fail
(subject to any applicable grace period) to comply with or to perform any
applicable provision of the Guaranty, or any Guarantor (or any Person by,
through or on behalf of such Guarantor) shall contest in any manner the
validity, binding nature or enforceability of the Guaranty with respect to such
Guarantor.

      12.1.10 Invalidity of Collateral Documents, etc. Any Collateral Document
shall cease to be in full force and effect with respect to the Company or any
Guarantor, the Company or any Guarantor shall fail (subject to any applicable
grace period) to comply with or to perform any applicable provision of any
Collateral Document to which such entity is a party, or the Company


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<PAGE>
or any Guarantor (or any Person by, through or on behalf of the Company or such
Guarantor) shall contest in any manner the validity, binding nature or
enforceability of any Collateral Document.

      12.1.11 Change in Control. (a) Any Person or group of Persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, but
excluding the executive managers of the Company as of the Effective Date) shall
acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under
such Act) of more shares of outstanding voting stock of the Company than the
amount of such shares held by GTCR Capital, GTCR Fund VII and their respective
Affiliates; (b) during any 12-month period, individuals who at the beginning of
such period constituted the Company's Board of Directors (together with any
directors designated by GTCR Capital, GTCR Fund VII and their respective
Affiliates and new directors whose election by the Company's Board of Directors
or whose nomination for election by the Company's shareholders was approved by a
vote of at least a majority of the directors who either were directors at the
beginning of such period or whose election or nomination was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company; (c) GTCR Capital, GTCR Fund VII and their respective
Affiliates shall fail to own beneficially and of record 35% or more of the
outstanding shares of voting stock of the Company; (d) at least two partners or
employees of GTCR Fund VII, or individuals otherwise affiliated with GTCR Fund
VII in a manner reasonably acceptable to the Required Banks, shall fail to be
members of the Board of Directors of the Company (provided that, if any such
individual dies or terminates such individual's affiliation with GTCR Fund VII,
no Event of Default or Unmatured Event of Default shall arise under this clause
(d) unless 30 days have elapsed after such death or termination without such
individual being replaced by another individual affiliated with GTCR Fund VII);
or (e) any "Change of Control" under and as defined in the Subordinated
Indenture shall occur.

      12.1.12 Injunction. The Company or any of its Subsidiaries is enjoined,
restrained or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting all or any material part of
its business for more than 30 days.

      12.2 Effect of Event of Default. If any Event of Default described in
Section 12.1.4 shall occur, the Commitments (if they have not theretofore
terminated) shall immediately terminate and the Loans and all other obligations
hereunder shall become immediately due and payable and the Company shall become
immediately obligated to deliver to the Administrative Agent cash collateral in
an amount equal to the outstanding face amount of all Letters of Credit, all
without presentment, demand, protest or notice of any kind; and, if any other
Event of Default shall occur and be continuing, the Administrative Agent (upon
written request of the Required Banks) shall declare the Commitments (if they
have not theretofore terminated) to be terminated and/or declare all Loans and
all other obligations hereunder to be due and payable and/or demand that the
Company immediately deliver to the Administrative Agent cash collateral in
amount equal to the outstanding face amount of all Letters of Credit, whereupon
the Commitments (if they have not theretofore terminated) shall immediately
terminate and/or all Loans and all other obligations hereunder shall become
immediately due and payable and/or the


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<PAGE>
Company shall immediately become obligated to deliver to the Administrative
Agent cash collateral in an amount equal to the face amount of all Letters of
Credit, all without presentment, demand, protest or notice of any kind. The
Administrative Agent shall promptly advise the Company of any such declaration,
but failure to do so shall not impair the effect of such declaration.
Notwithstanding the foregoing, the effect as an Event of Default of any event
described in Section 12.1.1 or Section 12.1.4 may be waived by the written
concurrence of all of the Banks, and the effect as an Event of Default of any
other event described in this Section 12 may be waived by the written
concurrence of the Required Banks. Any cash collateral delivered hereunder shall
be held by the Administrative Agent (without liability for interest thereon) and
applied to obligations arising in connection with any drawing under a Letter of
Credit. After the expiration or termination of all Letters of Credit, such cash
collateral shall be applied by the Administrative Agent to any remaining
obligations hereunder and any excess shall be delivered to the Company or as a
court of competent jurisdiction may elect.

      SECTION 13 THE ADMINISTRATIVE AGENT.

      13.1 Appointment and Authorization. (a) Each Bank hereby irrevocably
(subject to Section 13.9) appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Administrative Agent shall not have
any duties or responsibilities except those expressly set forth herein, nor
shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

      (b) Each Issuing Bank shall act on behalf of the Banks with respect to any
Letters of Credit issued by it and the documents associated therewith. Each
Issuing Bank shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Section 13 with respect to any acts taken or
omissions suffered by such Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Letters of Credit as fully as if the
term "Administrative Agent", as used in this Section 13, included such Issuing
Bank with respect to such acts or omissions and (ii) as additionally provided in
this Agreement with respect to the Issuing Banks.

      (c) The Swing Line Bank shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Section 13 with respect to any acts
taken or omissions suffered by the Swing Line Bank in connection with Swing Line
Loans made or proposed to be made by it as fully as if the term "Administrative
Agent", as used in this Section 13, included the Swing Line Bank with respect to
such acts or omissions and (ii) as additionally provided in this Agreement with
respect to the Swing Line Bank.


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<PAGE>
      13.2 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

      13.3 Liability of Administrative Agent. None of the Agent-Related Persons
shall (i) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Banks for any
recital, statement, representation or warranty made by the Company or any
Subsidiary or Affiliate of the Company, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Company or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Bank to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the
Company or any of the Company's Subsidiaries or Affiliates.

      13.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Company), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Banks as it deems appropriate and, if it so
requests, confirmation from the Banks of their obligation to indemnify the
Administrative Agent against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Banks (or such greater
number of Banks required by Section 14.1 or the applicable Loan Document) and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all of the Banks.

      13.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Event of Default or Unmatured
Event of Default except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the
account of the Banks, unless the Administrative Agent shall have received
written notice from a Bank or the Company referring to this Agreement,


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<PAGE>
describing such Event of Default or Unmatured Event of Default and stating that
such notice is a "notice of default". The Administrative Agent will notify the
Banks of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Event of Default or Unmatured Event of Default
as may be requested by the Required Banks in accordance with Section 12;
provided that unless and until the Administrative Agent has received any such
request, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Event of
Default or Unmatured Event of Default as it shall deem advisable or in the best
interest of the Banks.

      13.6 Credit Decision. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Administrative Agent hereafter taken, including any review of the
affairs of the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Administrative Agent that it has, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Bank also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Banks by the Administrative
Agent, the Administrative Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the business,
prospects, operations, property, financial or other condition or
creditworthiness of the Company which may come into the possession of any of the
Agent-Related Persons.

      13.7 Indemnification. Whether or not the transactions contemplated hereby
are consummated, the Banks shall indemnify upon demand the Agent-Related Persons
(to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), pro rata, from and against any
and all Indemnified Liabilities; provided that no Bank shall be liable for any
payment to the Agent-Related Person of any portion of the Indemnified
Liabilities resulting solely from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Bank shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including reasonable fees of attorneys for the
Administrative Agent (including the allocable costs of internal legal services
and all disbursements of internal counsel)) incurred by the Administrative Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan


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<PAGE>
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Company. The undertaking in this Section shall survive repayment
of the Loans, cancellation of the Notes, any foreclosure under, or any
modification, release or discharge of, any or all of the Collateral Documents,
any termination of this Agreement and the resignation or replacement of the
Administrative Agent.

      For the purposes of this Section 13.7, "Indemnified Liabilities" shall
mean: any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including
reasonable fees of attorneys for the Administrative Agent (including the
allocable costs of internal legal services and all disbursements of internal
counsel)) of any kind or nature whatsoever which may at any time (including at
any time following repayment of the Loans and the termination, resignation or
replacement of the Administrative Agent or the replacement of any Bank) be
imposed on, incurred by or asserted against any Agent-Related Person in any way
relating to or arising out of this Agreement or any document contemplated by or
referred to herein, or the transactions contemplated hereby, or any action taken
or omitted by any such Person under or in connection with any of the foregoing,
including with respect to any investigation, litigation or proceeding (including
(a) any case, action or proceeding before any court or other governmental
authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshaling of assets for
creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; undertaken under U.S. Federal,
state or foreign law, including the Bankruptcy Code, and including any appellate
proceeding) related to or arising out of this Agreement or the Commitments or
the use of the proceeds thereof, whether or not any Administrative Agent-Related
Person, any Bank or any of their respective officers, directors, employees,
counsel, agents or attorneys-in-fact is a party thereto.

      13.8 Administrative Agent in Individual Capacity. Bank of America and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though Bank of America were not
the Administrative Agent, the Issuing Bank or the Swing Line Bank hereunder and
without notice to or consent of the Banks. The Banks acknowledge that, pursuant
to such activities, Bank of America or its Affiliates may receive information
regarding the Company or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Company or such
Subsidiary) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to their Loans,
Bank of America and its Affiliates shall have the same rights and powers under
this Agreement as any other Bank and may exercise the same as though Bank of
America were not the Administrative Agent and the Issuing Bank and the Swing
Line Bank, and the terms "Bank" and "Banks" include Bank of America and its
Affiliates, to the extent applicable, in their individual capacities.


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<PAGE>
      13.9 Successor Administrative Agent. The Administrative Agent may, and at
the request of the Required Banks shall, resign as Administrative Agent upon 30
days' notice to the Banks. If the Administrative Agent resigns under this
Agreement, the Required Banks shall, with (so long as no Event of Default
exists) the consent of the Company (which shall not be unreasonably withheld or
delayed), appoint from among the Banks a successor agent for the Banks. If no
successor agent is appointed prior to the effective date of the resignation of
the Administrative Agent, the Administrative Agent may appoint, after consulting
with the Banks and the Company, a successor agent from among the Banks. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term "Administrative Agent" shall mean such
successor agent, and the retiring Administrative Agent's appointment, powers and
duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Section 13 and Sections 14.6 and 14.13 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Banks shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Banks appoint a successor
agent as provided for above. Notwithstanding the foregoing, however, Bank of
America may not be removed as the Administrative Agent at the request of the
Required Banks unless Bank of America shall also simultaneously be replaced as
an "Issuing Bank" and the "Swing Line Bank" hereunder pursuant to documentation
in form and substance reasonably satisfactory to Bank of America.

      13.10 Withholding Tax.

      (a) If any Bank is a "foreign corporation, partnership or trust" within
the meaning of the Code and such Bank claims exemption from, or a reduction of,
U.S. withholding tax under Sections 1441 or 1442 of the Code, such Bank agrees
to deliver to the Administrative Agent:

            (i) if such Bank claims an exemption from, or a reduction of,
      withholding tax under a United States tax treaty, properly completed
      Internal Revenue Service ("IRS") Form W-8ECI before the payment of any
      interest in the first calendar year and before the payment of any interest
      in each third succeeding calendar year during which interest may be paid
      under this Agreement;

            (ii) if such Bank claims that interest paid under this Agreement is
      exempt from United States withholding tax because it is effectively
      connected with a United States trade or business of such Bank, two
      properly completed and executed copies of IRS Form W-8BEN before the
      payment of any interest is due in the first taxable year of such Bank and
      in each succeeding taxable year of such Bank during which interest may be
      paid under this Agreement, and IRS Form W-9; and


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<PAGE>
            (iii) such other form or forms as may be required under the Code or
      other laws of the United States as a condition to exemption from, or
      reduction of, United States withholding tax.

      Such Bank agrees to promptly notify the Administrative Agent of any change
      in circumstances which would modify or render invalid any claimed
      exemption or reduction.

      (b) If any Bank claims exemption from, or reduction of, withholding tax
under a United States tax treaty by providing IRS Form W-8ECI and such Bank
sells, assigns, grants a participation in, or otherwise transfers all or part of
the obligations of the Company to such Bank, such Bank agrees to notify the
Administrative Agent of the percentage amount in which it is no longer the
beneficial owner of such obligations of the Company hereunder. To the extent of
such percentage amount, the Administrative Agent will treat such Bank's IRS Form
W-8ECI as no longer valid.

      (c) If any Bank claiming exemption from United States withholding tax by
filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of the obligations of the
Company to such Bank hereunder, such Bank agrees to undertake sole
responsibility for complying with the withholding tax requirements imposed by
Sections 1441 and 1442 of the Code.

      (d) If any Bank is entitled to a reduction in the applicable withholding
tax, the Administrative Agent may withhold from any interest payment to such
Bank an amount equivalent to the applicable withholding tax after taking into
account such reduction. If the forms or other documentation required by
subsection (a) of this Section are not delivered to the Administrative Agent,
then the Administrative Agent may withhold from any interest payment to such
Bank not providing such forms or other documentation an amount equivalent to the
applicable withholding tax.

      (e) If the IRS or any other governmental authority of the United States or
any other jurisdiction asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered or was not properly executed, or
because such Bank failed to notify the Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Bank shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, together with all costs and expenses
(including reasonable fees of attorneys for the Administrative Agent (including
the allocable costs of internal legal services and all disbursements of internal
counsel)). The obligation of the Banks under this subsection shall survive the
repayment of the Loans, cancellation of the Notes, any termination of this
Agreement and the resignation or replacement of the Administrative Agent.


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<PAGE>
      13.11 Collateral Matters. The Banks irrevocably authorize the
Administrative Agent, at its option and in its discretion, (a) to release any
Lien on any property granted to or held by the Administrative Agent under any
Collateral Document (i) upon termination of the Commitments and payment in full
of all Loans and all other obligations of the Company hereunder and the
expiration or termination of all Letters of Credit; (ii) which is sold or to be
sold or disposed of as part of or in connection with any disposition permitted
hereunder or (iii) subject to Section 14.1, if approved, authorized or ratified
in writing by the Required Banks; (b) to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Collateral Document to
the holder of any Lien on such property which is permitted by subsection 10.8(c)
or (d) hereof; and (c) to release any Subsidiary from its obligations under the
Guaranty if such entity ceases to be a Subsidiary as a result of a transaction
permitted hereunder. Upon request by the Administrative Agent at any time, the
Required Banks will confirm in writing the Administrative Agent's authority to
release or subordinate its interest in particular types or items of property, or
to release any Subsidiary from its obligations under the Guaranty, pursuant to
this Section 13.11.

      13.12 Other Agents. No Bank identified on the signature pages of this
Agreement or otherwise herein, or in any amendment hereof or other document
related hereto, as being a "Documentation Agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement in such
capacity. Each Bank acknowledges that it has not relied, and will not rely, on
any Person so identified in deciding to enter into this Agreement or in taking
or refraining from taking any action hereunder or pursuant hereto.

      SECTION 14 GENERAL.

      14.1 Waiver; Amendments. No delay on the part of the Administrative Agent
or any Bank in the exercise of any right, power or remedy shall operate as a
waiver thereof, nor shall any single or partial exercise by any of them of any
right, power or remedy preclude other or further exercise thereof, or the
exercise of any other right, power or remedy. No amendment, modification or
waiver of, or consent with respect to, any provision of this Agreement or the
Notes shall in any event be effective unless the same shall be in writing and
signed and delivered by Banks having an aggregate Total Percentage of not less
than the aggregate Total Percentage expressly designated herein with respect
thereto or, in the absence of such designation as to any provision of this
Agreement or the Notes, by the Required Banks, and then any such amendment,
modification, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No amendment, modification, waiver
or consent shall change or extend the Commitment of any Bank without the consent
of such Bank. No amendment, modification, waiver or consent shall (i) extend the
scheduled date for payment of any principal of or interest on any Loan or any
fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate
of interest thereon or any fees payable hereunder, (iii) release the Guaranty
(other than with respect to a Guarantor which ceases to be a Subsidiary as a
result of a transaction permitted hereunder) or all or substantially all of the
collateral granted under the Collateral Documents or (iv) reduce the aggregate
Total Percentage required to effect an amendment,


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<PAGE>
modification, waiver or consent without, in each case, the consent of all Banks.
So long as no Event of Default exists or will result therefrom, this Agreement
may be amended with the written consent of Banks having an aggregate Total
Percentage equal to or greater than 66 2/3%, the Administrative Agent and the
Company (x) to add one or more credit facilities to this Agreement or to
increase the Term Loans or the Revolving Commitment Amount and to permit the
extensions of credit from time to time outstanding thereunder and the accrued
interest and fees in respect thereof to share ratably in the benefits of this
Agreement and the other Loan Documents, (y) to include appropriately the Banks
holding such credit facilities in any determination of the Required Banks and
(z) to permit such additional extensions of credit to share ratably with the
Loans in the application of mandatory prepayments pursuant to the applicable
provisions of this Agreement. No provision of Section 13 or other provision of
this Agreement affecting the Administrative Agent in its capacity as such shall
be amended, modified or waived without the consent of the Administrative Agent.
No provision of this Agreement relating to the rights or duties of an Issuing
Bank in its capacity as such shall be amended, modified or waived without the
consent of such Issuing Bank. No provision of this Agreement affecting the Swing
Line Bank in its capacity as such shall be amended, modified or waived without
the written consent of the Swing Line Bank.

      14.2 Confirmations. The Company and each holder of a Note agree from time
to time, upon written request received by it from the other, to confirm to the
other in writing (with a copy of each such confirmation to the Administrative
Agent) the aggregate unpaid principal amount of the Loans then outstanding under
such Note.

      14.3 Notices. Except as otherwise provided in Sections 2.2 and 2.3, all
notices hereunder shall be in writing (including facsimile transmission) and
shall be sent to the applicable party at its address shown on Schedule 14.3 or
at such other address as such party may, by written notice received by the other
parties, have designated as its address for such purpose. Notices sent by
facsimile transmission shall be deemed to have been given when sent and receipt
of such facsimile is confirmed; notices sent by mail shall be deemed to have
been given three Business Days after the date when sent by registered or
certified mail, postage prepaid; and notices sent by hand delivery or overnight
courier service shall be deemed to have been given when received. For purposes
of Sections 2.2 and 2.3, the Administrative Agent and the Swing Line Bank shall
be entitled to rely on telephonic instructions from any person that the
Administrative Agent or the Swing Line Bank in good faith believes is an
authorized officer or employee of the Company, and the Company shall hold the
Administrative Agent, the Swing Line Bank and each other Bank harmless from any
loss, cost or expense resulting from any such reliance.

      14.4 Computations. Where the character or amount of any asset or liability
or item of income or expense is required to be determined, or any consolidation
or other accounting computation is required to be made, for the purpose of this
Agreement, such determination or calculation shall, to the extent applicable and
except as otherwise specified in this Agreement, be made in accordance with
GAAP, consistently applied; provided that if the Company notifies the
Administrative Agent that the Company wishes to amend any covenant in Section 10
to


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<PAGE>
eliminate or to take into account the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Company
that the Required Banks wish to amend Section 10 for such purpose), then the
Company's compliance with such covenant shall be determined on the basis of GAAP
in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Company and the Required Banks.

      14.5 Regulation U. Each Bank represents that it in good faith is not
relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it of any credit provided for in
this Agreement.

      14.6 Costs, Expenses and Taxes. The Company agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent and the
Lead Arranger (including the reasonable fees and charges of counsel for the
Administrative Agent and the Lead Arranger and of local counsel, if any, who may
be retained by said counsel) in connection with the preparation, execution,
delivery and administration of this Agreement, the other Loan Documents and all
other documents provided for herein or delivered or to be delivered hereunder or
in connection herewith (including any amendments, supplements or waivers to any
Loan Documents), and all reasonable out-of-pocket costs and expenses (including
reasonable attorneys' fees, court costs and other legal expenses and allocated
costs of staff counsel) incurred by the Administrative Agent and each Bank after
an Event of Default in connection with the enforcement of this Agreement, the
other Loan Documents or any such other documents. Each Bank agrees to reimburse
the Administrative Agent for such Bank's pro rata share (based on its respective
Total Percentage) of any such costs and expenses of the Administrative Agent not
paid by the Company. In addition, the Company agrees to pay, and to save the
Administrative Agent, the Lead Arranger and the Banks harmless from all
liability for, (a) any stamp or other taxes (excluding income taxes and
franchise taxes based on net income) which may be payable in connection with the
execution and delivery of this Agreement, the borrowings hereunder, the issuance
of the Notes or the execution and delivery of any other Loan Document or any
other document provided for herein or delivered or to be delivered hereunder or
in connection herewith and (b) any fees of the Company's auditors in connection
with any reasonable exercise by the Administrative Agent and the Banks of their
rights pursuant to Section 10.2. All obligations provided for in this Section
14.6 shall survive repayment of the Loans, cancellation of the Notes and any
termination of this Agreement.

      14.7 Subsidiary References. The provisions of this Agreement relating to
Subsidiaries shall apply only during such times as the Company has one or more
Subsidiaries.

      14.8 Captions. Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.


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      14.9 Assignments; Participations.

      14.9.1 Assignments. Any Bank may, with the prior written consent of the
Administrative Agent and, so long as no Unmatured Event of Default or Event of
Default has occurred and is continuing and except in the case of an assignment
to another Lender, the Company (which consents shall not be unreasonably delayed
or withheld), at any time assign and delegate to one or more commercial banks or
other Persons (any Person to whom such an assignment and delegation is to be
made being herein called an "Assignee"), all or any fraction of such Bank's
Loans and Commitment in a minimum aggregate amount (in the case of an assignment
to an Assignee other than a Bank hereunder) equal to the lesser of (i) the
amount of the assigning Bank's remaining Loans and, without duplication,
Commitment and (ii) $1,000,000 (or such other amount as the Company and the
Administrative Agent may agree in their discretion); provided that (a) no
assignment and delegation may be made to any Person if, at the time of such
assignment and delegation, the Company would be obligated to pay any greater
amount under Section 7.6 or Section 8 to the Assignee than the Company is then
obligated to pay to the assigning Bank under such Sections (and if any
assignment is made in violation of the foregoing, the Company will not be
required to pay the incremental amounts) and (b) the Company and the
Administrative Agent shall be entitled to continue to deal solely and directly
with such Bank in connection with the interests so assigned and delegated to an
Assignee until the date when all of the following conditions shall have been
met:

            (x) five Business Days (or such lesser period of time as the
      Administrative Agent and the assigning Bank shall agree) shall have passed
      after written notice of such assignment and delegation, together with
      payment instructions, addresses and related information with respect to
      such Assignee, shall have been given to the Company and the Administrative
      Agent by such assigning Bank and the Assignee,

            (y) the assigning Bank and the Assignee shall have executed and
      delivered to the Company and the Administrative Agent an assignment
      agreement substantially in the form of Exhibit G (an "Assignment
      Agreement"), together with any documents required to be delivered
      thereunder, which Assignment Agreement shall have been accepted by the
      Administrative Agent, and

            (z) the assigning Bank or the Assignee shall have paid the
      Administrative Agent a processing fee of $3,500.

From and after the date on which the conditions described above have been met,
(x) such Assignee shall be deemed automatically to have become a party hereto
and, to the extent that rights and obligations hereunder have been assigned and
delegated to such Assignee pursuant to such Assignment Agreement, shall have the
rights and obligations of a Bank hereunder, and (y) the assigning Bank, to the
extent that rights and obligations hereunder have been assigned and delegated by
it pursuant to such Assignment Agreement, shall be released from its obligations
hereunder. Within five Business Days after the effectiveness of any assignment
and delegation to a Person that is not currently a Bank hereunder, the Company
shall execute and deliver to the


                                       71
<PAGE>
Administrative Agent (for delivery to the Assignee) a new Note dated the
effective date of such assignment. Any attempted assignment and delegation not
made in accordance with this Section 14.9.1 shall be null and void.

      Notwithstanding the foregoing provisions of this Section 14.9.1 or any
other provision of this Agreement, any Bank may at any time assign all or any
portion of its Loans and its Note to a Federal Reserve Bank and any Bank that is
a fund may assign all or any portion of any Term Loan to a trustee for the
benefit of its investors (but no such assignment shall release any Bank from any
of its obligations hereunder).

      14.9.2 Participations. Any Bank may at any time sell to one or more
commercial banks or other Persons participating interests in any Loan owing to
such Bank, the Note held by such Bank, the Commitment of such Bank, the direct
or participation interest of such Bank in any Letter of Credit or any other
interest of such Bank hereunder (any Person purchasing any such participating
interest being herein called a "Participant"); provided that any Bank selling
any such participating interest shall give notice thereof to the Company. In the
event of a sale by a Bank of a participating interest to a Participant, (x) such
Bank shall remain the holder of its Note for all purposes of this Agreement, (y)
the Company and the Administrative Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
hereunder and (z) all amounts payable by the Company shall be determined as if
such Bank had not sold such participation and shall be paid directly to such
Bank. No Participant shall have any direct or indirect voting rights hereunder
except with respect to any of the events described in the fourth sentence of
Section 14.1. Each Bank agrees to incorporate the requirements of the preceding
sentence into each participation agreement which such Bank enters into with any
Participant. The Company agrees that if amounts outstanding under this Agreement
and the Notes are due and payable (as a result of acceleration or otherwise),
each Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement, any Note and with
respect to any Letter of Credit to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this Agreement
or such Note; provided that such right of setoff shall be subject to the
obligation of each Participant to share with the Banks, and the Banks agree to
share with each Participant, as provided in Section 7.5. The Company also agrees
that each Participant shall be entitled to the benefits of Section 7.6 and
Section 8 as if it were a Bank (provided that no Participant shall receive any
greater compensation pursuant to Section 7.6 or Section 8 than would have been
paid to the participating Bank if no participation had been sold).

      14.9.3 Resignation of Bank of America as Issuing Bank/Swing Line Bank.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to Section 14.9.1,
Bank of America may, (i) upon 30 days' notice to the Company and the Banks,
resign as Issuing Bank and/or (ii) upon five Business Days' notice to the
Company, resign as Swing Line Bank. In the event of any such resignation as
Issuing Bank or as Swing Line Bank, the Company shall be entitled to appoint
from among the Banks a successor Issuing Bank or Swing Line Bank hereunder so
long as such Bank consents to such appointment; provided that no failure by the
Company to appoint any


                                       72
<PAGE>
such successor shall affect the resignation of Bank of America as Issuing Bank
or as Swing Line Bank, as the case may be. Bank of America shall retain all the
rights and obligations of the Issuing Bank hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as Issuing
Bank. If Bank of America resigns as Swing Line Bank, it shall retain all the
rights of the Swing Line Bank provided for hereunder with respect to Swing Line
Loans made by it and outstanding as of the effective date of such resignation,
including the right to require the Banks to make Base Rate Loans to fund Swing
Line Loans or to fund participations in outstanding Swing Line Loans pursuant to
Section 2.4.3.

      14.10 Governing Law. This Agreement and each Note shall be a contract made
under and governed by and construed and interpreted in accordance with, the laws
of the State of New York applicable to contracts made and to be performed
entirely within such State. Whenever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. All obligations of the
Company and rights of the Administrative Agent and the Banks expressed herein or
in any other Loan Document shall be in addition to and not in limitation of
those provided by applicable law.

      14.11 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.

      14.12 Successors and Assigns. This Agreement shall be binding upon the
Company, the Banks and their respective successors and assigns, and shall inure
to the benefit of the Company, the Banks and the Administrative Agent and the
successors and assigns of the Banks and the Administrative Agent.

      14.13 Indemnification by the Company.

      (a) In consideration of the execution and delivery of this Agreement by
the Administrative Agent and the Banks and the agreement to extend the
Commitments provided hereunder, the Company hereby agrees to indemnify,
exonerate and hold the Administrative Agent, the Lead Arranger, each Bank and
each of the officers, directors, employees, Affiliates and agents of the
Administrative Agent and each Bank (each a "Bank Party") free and harmless from
and against any and all actions, causes of action, suits, losses, liabilities,
damages and expenses, including reasonable attorneys' fees and charges and,
without duplication, allocated costs of staff counsel (collectively, for
purposes of this Section 14.13, called the "Indemnified Liabilities"), incurred
by the Bank Parties or any of them as a result of, or arising out of, or
relating to (i) any tender offer, merger, purchase of stock, purchase of assets
or other similar transaction financed or proposed to be financed in whole or in
part, directly or indirectly, with the proceeds of any of the Loans, (ii) the
use, handling, release, emission, discharge,


                                       73
<PAGE>
transportation, storage, treatment or disposal of any Hazardous Substance at any
property owned or leased by the Company or any Subsidiary, (iii) any violation
of any Environmental Laws with respect to conditions at any property owned or
leased by the Company or any Subsidiary or the operations conducted thereon,
(iv) the investigation, cleanup or remediation of offsite locations at which the
Company or any Subsidiary or their respective predecessors are alleged to have
directly or indirectly disposed of hazardous substances or (v) the execution,
delivery, performance or enforcement of this Agreement or any other Loan
Document by any of the Bank Parties, except for any such Indemnified Liabilities
arising on account of any such Bank Party's gross negligence or willful
misconduct. THIS INDEMNITY INDEMNIFIES THE BANK PARTIES AGAINST THEIR OWN
NEGLIGENCE. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Company hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. Nothing set forth above
shall be construed to relieve any Bank Party from any obligation it may have
under this Agreement.

      (b) All obligations provided for in this Section 14.13 shall survive
repayment of the Loans, cancellation of the Notes, any foreclosure under, or any
modification, release or discharge of any or all of the Collateral Documents and
any termination of this Agreement.

      14.14 Register. The Administrative Agent will maintain at its address
referred to in Section 14.3 a copy of each Assignment Agreement delivered to it
and a register (the "Register") for the recordation of the names and addresses
of Banks and the Commitment of, and principal amount of the Loans owing to, each
Bank from time to time. The Register will be available for inspection by the
Company or any Bank at any reasonable time from time to time upon reasonable
prior notice.

      14.15 Interest. (a) It is the intention of the parties hereto that each
Bank shall conform strictly to usury laws applicable to it. Accordingly, the
parties hereto stipulate and agree that none of the terms and provisions
contained in this Agreement or any Note shall ever be construed to create a
contract to pay any Bank for the use, forbearance or detention of money a rate
in excess of the Highest Lawful Rate applicable to such Bank, and that for
purposes hereof, "interest" shall include the aggregate of all charges or other
consideration which constitute interest under applicable laws and are contracted
for, taken, reserved, charged or received under this Agreement, the applicable
Note or otherwise in connection with the transactions contemplated by this
Agreement. Further, if the transactions contemplated hereby would be usurious as
to any Bank under the laws applicable to it, then notwithstanding anything to
the contrary in this Agreement or the applicable Note, or any agreement or
document entered into in connection herewith or therewith, it is agreed as
follows: the aggregate of all consideration which constitutes interest under the
laws applicable to such Bank that is contracted for, taken, reserved, charged or
received by such Bank under this Agreement or the applicable Note, or otherwise
in connection herewith or therewith, shall under no circumstances exceed the
maximum amount allowed by the laws applicable to such Bank, and any excess shall
be credited by such Bank on the principal amount of the indebtedness of the
Company owed to such Bank (or, if the principal amount of all such indebtedness
shall have been paid in full, to the extent


                                       74
<PAGE>
such interest has been received by such Bank it shall be refunded by such Bank
to the Company). The provisions of this Section 14.14(a) shall control over all
other provisions of this Agreement, the Notes and any other agreement or
document which may be in apparent conflict herewith. The parties further
stipulate and agree that, without limitation of the foregoing, all calculations
of the rate or amount of interest contracted for, taken, reserved, charged or
received under this Agreement, each Note and any other applicable agreement or
document which are made for the purpose of determining whether such rate or
amount exceeds the Highest Lawful Rate shall be made, to the extent permitted by
applicable law, by amortizing, prorating, allocating and spreading during the
period of the full stated term of the indebtedness of the Company to the
applicable Bank, and if longer and if permitted by applicable law, until payment
in full, all interest at any time so contracted for, taken, reserved, charged or
received.

      (b) If at any time the effective rate of interest which would otherwise
apply to any indebtedness evidenced by any Note issued to any Bank would exceed
the Highest Lawful Rate applicable to such Bank (taking into account the
interest rate applicable to such indebtedness pursuant to the other provisions
of this Agreement, plus all additional charges and consideration which have been
contracted for, taken, reserved, charged or received under this Agreement or
such Note (the "Additional Charges") which constitute interest with respect to
such indebtedness), the effective interest rate to apply to such indebtedness
shall be limited to the Highest Lawful Rate, but any subsequent reductions in
the interest rate applicable to such indebtedness shall not reduce the effective
interest rate to apply to such indebtedness below the Highest Lawful Rate
applicable to such Bank until the total amount of interest accrued on such
indebtedness equals the amount of interest which would have accrued if the
interest rate from time to time applicable to such indebtedness had at all times
been in effect with respect to such indebtedness pursuant to the other
provisions of this Agreement and if such Bank had collected all Additional
Charges called for under this Agreement and its Note. If at maturity or final
payment of any Note issued to any Bank the total amount of interest accrued on
such Note (including amounts designated as "interest" plus any Additional
Charges which constitute interest, and taking into account the limitations of
the first sentence of this Section 14.14(b)) is less than the total amount of
interest which would have accrued if the interest rate or interest rates
applicable to the indebtedness from time to time outstanding under such Note had
at all times been in effect pursuant to the other provisions of this Agreement,
then the Company agrees, to the fullest extent permitted by the laws applicable
to such Bank, to pay to such Bank an amount equal to the difference between (i)
the lesser of (1) the amount of interest which would have accrued on such Note
if the Highest Lawful Rate had at all times been in effect (but excluding, for
purposes of calculating such amount of interest, any Additional Charges which
constitute interest with respect to such Note), or (2) the amount of interest
which would have accrued on such Note if the interest rate or interest rates
applicable to the indebtedness from time to time outstanding under such Note had
at all times been in effect pursuant to the other provisions of this Agreement
(including amounts designated as "interest" plus any Additional Charges which
constitute interest with respect to such Note) less (ii) the amount of interest
actually accrued on such Note (including amounts designated as "interest" plus
any Additional Charges which constitute interest with respect to such Note).


                                       75
<PAGE>
      14.16 FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID TO SUCH ADDRESS AS
DETERMINED PURSUANT TO SECTION 14.3, BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF NEW YORK. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

      14.17 WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT
AND EACH BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY
OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.


                                       76
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.


                              SYNAGRO TECHNOLOGIES, INC.

                              By: _____________________________________
                              Name: ___________________________________
                              Title: __________________________________


                              BANK OF AMERICA, N.A., as Administrative Agent

                              By: _____________________________________
                              Name: ___________________________________
                              Title: __________________________________


                              BANK OF AMERICA, N.A., as Issuing Bank, Swing Line
                              Bank and a Bank

                              By: _____________________________________
                              Name: ___________________________________
                              Title: __________________________________


                                       S-1
<PAGE>
                              COBANK, ACB, as a Documentation Agent and a Bank


                              By: _____________________________________
                              Name: ___________________________________
                              Title: __________________________________


                                       S-2
<PAGE>
                              GENERAL ELECTRIC CAPITAL CORPORATION, as a
                              Documentation Agent and a Bank


                              By: _____________________________________
                              Name: ___________________________________
                              Title: __________________________________


                                       S-3
<PAGE>
                              CAPITAL FARM CREDIT, as a Documentation Agent and
                              a Bank


                              By: _____________________________________
                              Name: ___________________________________
                              Title: __________________________________


                                       S-4
<PAGE>
                                  SCHEDULE 1.1

                                PRICING SCHEDULE

      The Base Rate Margin for Revolving Loans, the Eurodollar Margin for
Revolving Loans, the Non-Use Fee Rate and the LC Fee Rate for Financial Letters
of Credit and Non-Financial Letters of Credit, respectively, shall be determined
in accordance with the table below and the other provisions of this Schedule
1.1.

<TABLE>
<CAPTION>
                              LEVEL I    LEVEL II    LEVEL III      LEVEL IV    LEVEL V
<S>                           <C>        <C>         <C>            <C>         <C>
Rate for
Non-Use Fee                    0.375%     0.375%       0.500%        0.500%      0.500%

Eurodollar Margin              1.750%     2.000%       2.250%        2.500%      2.875%

Base Rate Margin               0.750%     1.000%       1.250%        1.500%      1.875%

LC Rate for                    1.750%     2.000%       2.250%        2.500%      2.875%
Financial Letters of
Credit

LC Rate for Non-               0.750%     1.000%       1.250%        1.500%      1.875%
Financial Letters of
Credit
</TABLE>

      Level I applies when the Total Leverage Ratio is less than 2.5 to 1.

      Level II applies when the Total Leverage Ratio is equal to or greater than
2.5 to 1 but less than 3.0 to 1.

      Level III applies when the Total Leverage Ratio is equal to or greater
than 3.0 to 1 but less than 3.5 to 1.

      Level IV applies when the Total Leverage Ratio is equal to or greater than
3.5 to 1 but less than 4.25 to 1.

      Level V applies when the Total Leverage Ratio is equal to or greater than
4.25 to 1.

      The applicable Level shall be adjusted, to the extent applicable, 45 days
(or, in the case of the last Fiscal Quarter of any Fiscal Year, 90 days) after
the end of each Fiscal Quarter based on the Total Leverage Ratio as of the last
day of such Fiscal Quarter; provided that the applicable level shall not be
below Level IV at any time prior to June 30, 2002 (at which time the applicable
Level shall be adjusted, if applicable, based upon the Total Leverage Ratio as
of the most recent date on which an adjustment would have occurred absent this
proviso); and
<PAGE>
provided, further, that if the Company fails to deliver the financial statements
required by Section 10.1.1 or 10.1.2, as applicable, and the related certificate
required by Section 10.1.4 by the 45th day (or, if applicable, the 90th day)
after any Fiscal Quarter, Level V shall apply until such financial statements
are delivered.
<PAGE>
                                  SCHEDULE 2.1

                              BANKS AND PERCENTAGES

<TABLE>
<CAPTION>
                                   Revolving       Term Loan      Revolving      Term Percentage     Total Percentage
            Bank                  Commitment        Amount        Percentage
<S>                               <C>            <C>           <C>               <C>                 <C>
Bank of America, N.A.             $25,000,000    $55,000,000    50.000000000%     78.571428571%       66.666666667%
CoBank, ACB                       $10,000,000     $5,000,000    20.000000000%      7.142857143%       12.500000000%
General Electric Capital          $10,000,000     $5,000,000    20.000000000%      7.142857143%       12.500000000%
Corporation
Capital Farm Credit                $5,000,000     $5,000,000    10.000000000%      7.142857143%        8.333333333%
                       TOTALS     $50,000,000    $70,000,000   100.000000000%    100.000000000%      100.000000000%
</TABLE>
<PAGE>
                                  SCHEDULE 6.1
                           AMORTIZATION OF TERM LOANS

<TABLE>
<CAPTION>
          DATE                                             PRINCIPAL PAYMENT (%)
          ----                                             ---------------------
<S>                                                        <C>
October 1, 2002                                                    0.25%
January 1, 2003                                                    0.25%
April 1, 2003                                                      0.25%
July 1, 2003                                                       0.25%
October 1, 2003                                                    0.25%
January 1, 2004                                                    0.25%
April 1, 2004                                                      0.25%
July 1, 2004                                                       0.25%
October 1, 2004                                                    0.25%
January 1, 2005                                                    0.25%
April 1, 2005                                                      0.25%
July 1, 2005                                                       0.25%
October 1, 2005                                                    0.25%
January 1, 2006                                                    0.25%
April 1, 2006                                                      0.25%
July 1, 2006                                                       0.25%
October 1, 2006                                                    0.25%
January 1, 2007                                                    0.25%
April 1, 2007                                                      0.25%
July 1, 2007                                                       0.25%
October 1, 2007                                                    0.25%
January 1, 2008                                                    0.25%
April 1, 2008                                                      0.25%
May 8, 2008                                                       94.25%
</TABLE>
<PAGE>
                                  SCHEDULE 9.6

                      LITIGATION AND CONTINGENT LIABILITIES
<PAGE>
                                  SCHEDULE 9.8
                                  SUBSIDIARIES

Atlanta Residuals Company, LLC
Composting Corporation of America
Environmental Protection & Improvement Company, Inc.
Fairhaven Residual Systems, Inc.
Fairhaven Residuals, Limited Partnership
Future - Tech Environmental Services, Inc.
NETCO-Connecticut, Inc.
NETCO-Residuals Management Systems, Inc.
NETCO-Residuals Management, Limited Partnership
NETCO-Waterbury Systems, Inc., f/k/a NETCO-Waterbury, Inc.
NETCO-Waterbury, Limited Partnership
New England Treatment Company, Inc.
New Haven Residuals Systems, Inc.
New Haven Residuals, Limited Partnership
New York Organic Fertilizer Company
NYOFCO Holdings Inc.
Organi-Gro, Inc.
Providence Soils, LLC
Residual Technologies Systems, Inc.
Residual Technologies, Limited Partnership
Residuals Processing, Inc.
Soaring Vista Properties, Inc.
ST Interco, Inc.
Synagro - Baltimore L.L.C.
Synagro Composting Company of California, Inc.
Synagro Composting, L.L.C.
Synagro Delaware, Inc.
Synagro Digestion, Inc.
Synagro Management, L.P.
Synagro Mid-Atlantic, Inc.
Synagro Midwest - Enviroland, Inc., f/k/a Enviroland, Inc.
Synagro Midwest, Inc.
Synagro Northeast, Inc.
Synagro of California, Inc.
Synagro of Florida-A&J, Inc.
Synagro of Florida-Anti-Pollution, Inc.
Synagro of Florida-Davis Water, Inc.
Synagro of Florida-Ecosystems, Inc.
Synagro of Michigan, Inc.
Synagro of Minnesota--Rehbein, Inc.
Synagro of North Carolina-Amsco, Inc.
Synagro of North Carolina-EWR, Inc.
Synagro of Texas-CDR, Inc.
Synagro of Texas-Vital-Cycle, Inc.
Synagro of Wisconsin, Inc.
Synagro Southeast, Inc.
<PAGE>
Synagro Southwest, Inc.
Synagro Texas, Inc.
Synagro West, Inc.
Synagro-WWT, Inc., f/k/a Wheelabrator Water Technologies, Inc.
Synagro WCWNJ, Inc., f/k/a Wheelabrator Clean Water New Jersey , Inc.
<PAGE>
                                  SCHEDULE 9.14

                              ENVIRONMENTAL MATTERS
<PAGE>
                                SCHEDULE 10.7(b)

                             EXISTING UNSECURED DEBT
<PAGE>
                                SCHEDULE 10.7(c)

                               OTHER EXISTING DEBT
<PAGE>
                                  SCHEDULE 10.8

                                 EXISTING LIENS
<PAGE>
                                  SCHEDULE 10.9

                            EXISTING OPERATING LEASES
<PAGE>
                                  SCHEDULE 14.3
                              ADDRESSES FOR NOTICES

SYNAGRO TECHNOLOGIES, INC.

1800 Bering Drive
Suite 1000
Houston, TX 77057
Attention: J. Paul Withrow
Telephone: (713) 369-1704
Facsimile: (713) 369-1760

BANK OF AMERICA, N.A., as Administrative Agent

For notices of borrowing, payments and other administrative matters:

Agency Services
101 North Tryon Street
Charlotte, NC 28255
NC1-001-15-04
Attention: Debbie M. Chapman
Telephone: (704) 386-9046
Facsimile: (704) 409-0026

For all other notices:

Agency Management
1455 Market Street, 5th Floor
San Francisco, CA 94103
CA5-701-05-19
Attention: Aamir Saleem
Telephone: (415) 436-2769
Facsimile: (415) 503-5089

BANK OF AMERICA, N.A., as Issuing Bank, as Swing Line Bank, and as a Bank

Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255
NC1-007-13-06
Attention: W. Thomas Barnett
Telephone: (704) 387-1009
Facsimile: (704) 386-9607
<PAGE>
COBANK, ACB, as Documentation Agent and as a Bank

5500 South Quebec Street
Greenwood Village, CO 80111
Attention: Darla Moran
Telephone: (303) 740-4033
Facsimile: (303) 740-4021

GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and as a Bank

60 Long Ridge Road
Stamford, CT 06927-5100
Attention: Kamilah Yasin
Telephone: (203) 357-3514
Facsimile: (203) 316-7978

CAPITAL FARM CREDIT, as Documentation Agent and as a Bank

5865 Ridgeway Center Parkway
Suite 300
Memphis, TN 38120
Attention: Robert P. Abbott
Telephone: (901) 683-9853
Facsimile: (901) 683-9610