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                                                                  EXHIBIT 10.26

PORTFOLIO RESERVE(R) PLUS LOAN, LETTER OF CREDIT AND COLLATERAL ACCOUNT
AGREEMENT -- DEMAND FACILITY

This Agreement (as described below) establishes the terms and conditions that
will govern the Borrower's uncommitted demand Loan and Letter of Credit facility
more particularly described below (collectively, the "Facility") from Merrill
Lynch Bank USA. The Facility is secured by a pledge of assets held in a special
securities account established and maintained with Merrill Lynch, Pierce, Fenner
& Smith Incorporated in accordance with this Agreement. This Agreement becomes
effective only upon the Bank's sending notice to Borrower in writing that
Borrower's Loan and/or Letter of Credit has been approved.

DEFINITIONS

In this Agreement, the following definitions apply:

"Account Application" means the WCMA(R) Collateral Account Application (or CMA
Collateral Account Application if Borrower is an individual) Borrower has
completed and submitted to MLPF&S and the Bank in connection with the Securities
Account.

"Advance" means an advance made by the Bank to the Borrower under this Agreement
or, as the case may be, the Outstanding Principal Balance of any such advance.

"Agreement" means, collectively, this Portfolio Reserve(R) Plus Loan, Letter of
Credit and Collateral Account Agreement, the Applications, the Account
Application, the Approval Letters, and any other amendments, riders,
supplements, pledges, guarantees, acknowledgements, documents or agreements
identified by the Bank as being part of the "Agreement."

"Alternate Rate" means the floating rate of interest advised by the Bank based
on the United States federal funds rate, as determined by the Bank in its
discretion, plus an additional percentage rate deemed adequate by the Bank to
compensate it for funding the relevant Advance, funding any draw under a Letter
of Credit or any other amount, and for the Bank's profit. The Alternate Rate
will change when and as the federal funds rate changes. A written statement by
the Bank to the Borrower of the Alternate Rate will be conclusive evidence of
such rate.

"Application" means, individually and collectively, the Loan Application
Borrower has completed and submitted in connection with the Loan and/or the
Letter of Credit Application Borrower has completed and submitted in connection
with a Letter of Credit.

"Approval Letter" means, individually and collectively, the letter or letters
the Bank will send to the Borrower if a Loan Application and/or a Letter of
Credit Application is approved, which letter or letters will contain certain
terms relating to the Loan or Letter of Credit, as the case may be, as described
below in Section 1 of this Agreement. The Approval Letter is deemed to be part
of this Agreement and includes any renewal or amendment letter related thereto
signed by the Bank.

"Bank" means Merrill Lynch Bank USA, its successors and assigns.

"Bankruptcy" means with respect to any Person, that a proceeding shall be
instituted by or against such Person seeking to adjudicate a bankruptcy or
insolvency, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of its or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief or protection of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian, or other similar official for it or for any
substantial part of its property or such Person shall take any action to
authorize any of the actions set forth above in this definition.

"Borrower" means, individually and collectively, the one or more Persons which
(who) execute(s) the Application as the Applicant(s). If more than one Person
executes the Application, then, each such Person shall be individually, jointly
and severally liable as the Borrower for all Obligations under this Agreement,
and the term "Borrower" shall mean and refer to each, any and all such Persons,
as may be more fully described in Section 5 below.

"Borrowing Power" means, with respect to each type of Eligible Collateral, the
dollar amount the Bank is willing to lend (including, without limitation, the
amount of Total Letter of Credit Exposure the Bank will accept), against such
type of Eligible Collateral, as determined by the Bank from time to time in its
discretion. Borrowing Power may be expressed as the dollar equivalent of the
aggregate Value of such type of Eligible Collateral multiplied by a percentage
(the "Borrowing Percentage") applicable to such type of Eligible Collateral.
Such Borrowing Percentage shall be determined (and may be changed) by the Bank
from time to time in its discretion. With respect to Eligible Collateral
consisting of more than one type of asset or property, the aggregate Borrowing
Power of such Eligible Collateral shall be the sum of the Borrowing Power with
respect to each type of Eligible Collateral. Collateral which does not
constitute "Eligible Collateral" shall have no Borrowing Power.

"Business Day" means a day on which most banks are open in New York City and the
Bank is open for business; provided that, with respect to Advances bearing
interest at the LIBOR Rate, "Business Day" means a day on which deposits in
Dollars and any other relevant currency may be dealt in on the London Interbank
Market and most banks in London, England and the Bank are open for business.

"Cash Collateral" means cash and proceeds which shall or are to be deposited
into the Cash Collateral Account as described in Section 2 (f) below and the
other provisions of this Agreement, pursuant to such documents as shall be
required by the Bank at such time.

"Cash Collateral Account" means the account established with the Bank (or a
designee of the Bank) and in the name of the Bank or its designee(s), into which
cash and proceeds constituting Cash Collateral shall be deposited and held as
collateral security in connection with outstanding Letters of Credit and Letter
of Credit Exposure, pursuant to the terms of the Agreement.

"Collateral" has the meaning given to that term in Section 18 below.

"Draft" means any draft, drawing, presentment or other request for payment under
a Letter of Credit.

"Eligible Collateral" means such Collateral which meets the criteria for
"Eligible Collateral" as set forth in Section 22 below, as such criteria may be
changed by the Bank in its discretion from time to time.

"Facility Fee" has the meaning given to that term in Section 3 below.

"Facility Fee Percentage" means the percentage designated in the Approval Letter
as the Facility Fee Percentage.

"Guarantor" means each Person, if any, which (who) guarantees any of the
Obligations hereunder, whether pursuant to a Guaranty and Amendment to this
Agreement, an Unsecured Guaranty, or otherwise.

"Interest Period" means a period by reference to which interest is calculated on
an Advance.

"Interest Rate" means the annual interest rate applied to the Outstanding
Principal Balance, as described in Section 7 and Section 9 below and as
indicated in the Approval Letter.

"ISA Account" means the Insured Savings(SM) account, established pursuant to the
Account Application and this Agreement.

"Legal Requirements(s)" means, as to any Person, trust agreement, partnership
agreement, operating agreement, articles of organization, certificate of
formation, certificate of incorporation, by-laws, operating agreement,
managerial agreement, or other organizational or governing documents of such
person, and all applicable laws, rules, regulations, ordinances, judgments,
orders, decrees, injunctions, arbitral awards, permits, licenses,
authorizations, directions and requirements of all governments, departments,
commissions, boards, courts, authorities, agencies, and officials and officers
thereof, that are now or at any time in the future in effect.

"Letter of Credit" means each letter of credit which is issued or which may be
issued by the Bank pursuant to this Agreement.

"Letter of Credit Application" means the Merrill Lynch Bank USA Portfolio
Reserve(R) Plus Letter of Credit Application Borrower has completed and
submitted to the Bank in connection with a Letter of Credit.

"Letter of Credit Exposure" means, in relation to a Letter of Credit issued or
to be issued by the Bank at any particular time, an amount (as conclusively
determined by the Bank) equal to the Bank's maximum outstanding liability
(whether actual or contingent) under such Letter of Credit at that time. "Total
Letter of Credit Exposure" means, at any particular time, the


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aggregate Letter of Credit Exposure with respect to all Letters of Credit
outstanding at such time.

"Letter of Credit Fee" means the Letter of Credit Fee described in Section 2(f)
below.

"LIBOR" means, with regard to a particular Advance and Interest Period, the
interest rate per annum at which deposits in U.S. dollars are offered in London,
England to prime banks in the London Interbank market for such Interest Period
as displayed on Telerate Screen page 3750 as of 11:00 a.m. (London time) two
Business Days before the first day of such Interest Period in an amount
substantially equal to that Advance and for periods comparable to such Interest
Period. Telerate Screen page 3750 means the display designated as page 3750 on
the Dow Jones Telerate Service. If such rate does not appear on Telerate Screen
page 3750 on any relevant date for the determination of LIBOR, then LIBOR means
an interest rate equal to the rate per annum, as determined by the Bank two
Business Days prior to the first delay of the Interest Period, at which deposits
in Dollars are offered to MLIB by leading banks in the London Interbank Market
in an amount comparable to that Advance and for periods equal to that Interest
Period, it being understood and agreed that a written statement by the Bank of
LIBOR shall be conclusive evidence of such rate absent manifest error.

"LIBOR Rate," has the meaning given in Section 7 below.

"Loan" means the aggregate of Advances made hereunder, including, without
limitation, all principal, interest and other amounts due with respect thereto.

"Loan Application" means the Merrill Lynch Bank USA Portfolio Reserve(R) Plus
Loan Application Borrower has completed and submitted to the Bank in connection
with a Loan.

"Loan Party" means each Borrower, Pledgor and Guarantor, each in their
respective capacities with respect to this Agreement.

"Loan Term" means the maximum length of the term of the Loan, as indicated in
the Approval Letter.

"Maintenance Requirement" means the obligation to maintain at all times Eligible
Collateral in the Securities Account and Cash Collateral Account with an
aggregate Maintenance Value, as determined by the Bank in its discretion, of not
less than the Outstanding Principal Balance.

"Maintenance Value" of Eligible Collateral means, at any time, the sum of the
amounts obtained by multiplying the aggregate Value of each type of Eligible
Collateral maintained in the Securities Account and Cash Collateral Account at
such time by a percentage "(the "Maintenance Percentage") applicable to such
type of Eligible Collateral. The Maintenance Percentage for each type of asset
constituting Eligible Collateral shall be determined (and may be changed) by the
Bank from time to time in its discretion. Collateral which does not constitute
"Eligible Collateral" shall have no Maintenance Value.

"MLIB" means Merrill Lynch International Bank Limited, a bank organized under
the laws of England.

"Margin Stock" means margin stock as defined under Regulation U. Margin Stock
includes, principally, stocks registered on a national securities exchange or on
the Federal Reserve Board's list of marginable OTC stocks, debt securities
convertible into margin stock and most shares of mutual funds.

"Maximum Amount" means the Dollar amount designated in the Approval Letter then
in effect as the Maximum Amount of the Facility which is permitted to be
outstanding at any time.

"Merrill Lynch Group" means Merrill Lynch & Co., Inc. and its subsidiaries.

"Minimum Advance Amount" means the Dollar amount designated in the Approval
Letter then in effect as the minimum principal amount of any Advance under the
Facility.

"MLPF&S" means Merrill Lynch, Pierce, Fenner & Smith, Incorporated.

"Obligations" means, collectively, all of the indebtedness, liabilities and
obligations of the Borrower, each Guarantor and the other respective Loan
Parties to the Bank under this Agreement and the related documents, whether
existing now or arising in the future, absolute or contingent, liquidated or
unliquidated, and whether or not currently contemplated, including without
limitation, the Outstanding Principal Balance, all interest and other amounts
due from time to time hereunder, any obligation to provide Cash Collateral with
respect to outstanding Letters of Credit, and all other indebtedness,
liabilities, and obligations arising under, and transactions contemplated by,
this Agreement (as amended, modified, supplemented, and reviewed from time to
time).

"Outstanding Principal Balance" means, at any particular time, the sum of the
following at such time: (i) the aggregate Principal Amount of the Loan
outstanding, (ii) the Total Letter of Credit Exposure with respect to
outstanding Letters of Credit, and (iii) the aggregate Reimbursement Obligations
outstanding.

"Outstanding Total Balance" means, at any particular time, the sum of all
Obligations outstanding at such time, including: (i) the Outstanding Principal
Balance, and (ii) all accrued and unpaid interest, fees and other amounts then
due and owing to the Bank by the Loan Parties under this Agreement.

"Periodic Payment" means the amount described in Section 6 below, to be repaid
by Borrower to the Bank on a monthly, quarterly or other periodic basis, as
indicated in the Approval Letter.

"Person" means any natural person, company, corporation, firm, partnership
(limited or general), joint venture, limited liability company or limited
liability partnership, association, organization, trust, state or agency of a
state (in each case, whether or not having a separate legal personality) or any
other legal entity.

"Pledgor" means each Person, if any, which (who) pledges to the Bank (on a
recourse or non-recourse basis) any Collateral to secure the Obligations (or to
secure the obligations of any Guarantor with respect to the guaranty of such
Obligations). Pledgors shall include, without limitation, Borrower, any
Guarantor which (who) has also pledged Collateral to secure its obligations
under its guaranty or the Obligations hereunder, any spouse of a Borrower who
executes a spouse's pledge and consent agreement with respect to a jointly held
Securities Account, and any other Person who executes a pledge agreement with
respect to a Facility.

"Principal Amount" means the principal amount of the Loan, consisting of the
aggregate principal amount of the Advances constituting the Loan hereunder.

"Regulation U" means Regulation U issued by the Board of Governors of the
Federal Reserve System, as amended and supplemented from time to time, and any
successor regulation.

"Remedy Event" means any of the events described in Section 11 of this
Agreement.

"Reimbursement Obligations" means, with respect to each Letter of Credit which
may be issued under this Agreement from time to time, the Borrower's obligation
to reimburse the Bank for the amount of any Draft paid under such Letter of
Credit, as more fully described in Section 2 (f) below.

"Securities Account" means the securities account, including the ISA(R) account,
established pursuant to the Account Application and this Agreement.

"Security Interest" has the meaning given to that term in Section 18 below.

"Spread" means the percentage amount set forth in the Approval Letter as the
"spread" and as described in Section 7 below.

"UCC" means the Uniform Commercial Code in effect in the State of New York from
time to time; provided that, as used in Section 18 below regarding maintenance
of the Security Interest in the Collateral, the term UCC shall include the
Uniform Commercial Code in effect in any State which any be applicable to such
Security Interest or the Collateral.

"Value" means, with respect to any security, financial asset or other item of
Collateral, the "value" assigned to such item of Collateral by the Bank from
time to time in accordance with the Bank's standard valuation procedures, as
such procedures may be modified, amended or supplemented by the Bank from time
to time in its discretion. Such Value may be different than the price quoted for
a security or other asset on any applicable security exchange.

GENERAL TERMS
1.

(a) Borrower has applied for a Loan and/or Letter of Credit pursuant to the
    Application. The Loan Parties agree that this Agreement will govern any such
    Loan and/or Letter of Credit.


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(b) If the Bank approves Borrower's Loan Application, the Bank will send to
    Borrower a completed Approval Letter signed by the Bank. Among other things,
    the Approval Letter will set forth the following terms of the Loan:

    (i)    the Maximum Amount;

    (ii)   the Interest Rate;

    (iii)  the Facility Fee Percentage, if any;

    (iv)   the Minimum Advance Amount;

    (v)    the Spread;

    (vi)   the frequency and amounts (or the manner in which the amounts are
           determined) of the Periodic Payments;

    (vii)  the initial Maintenance Requirement and Aggregate Borrowing Power of
           the Eligible Collateral (expressed as the applicable Borrowing
           Percentage(s) and Maintenance Percentage(s) and/or as aggregate
           dollar amounts based on the Eligible Collateral there in the
           Securities Account); and

    (viii) the Loan Term.

(c) If the Bank approves Borrower's Letter of Credit Application with respect to
    a Letter of Credit, the Bank will send to the Borrower a signed Approval
    Letter setting forth the Maximum Amount with respect to the Facility and the
    terms of the Letter of Credit, including:

    (i)   the issue date;

    (ii)   the maximum stated amount thereof;

    (iii)  the beneficiary;

    (iv)   the expiration date;

    (v)    the applicable Letter of Credit Fee;

    (vi)   any other terms the Bank deems relevant.

The Loan Parties acknowledge and agree that the terms set forth in each Approval
Letter are part of this Agreement.

ADVANCES AND RENEWALS OF INTEREST PERIODS AND LETTERS OF CREDIT

2.

(a) Should the Bank approve Borrower's Loan Application or Letter of Credit
    Application, the Bank agrees, upon the terms and subject to the conditions
    set forth in this Agreement, to make available to the Borrower an
    uncommitted Facility consisting of Advances and/or Letters of Credit with an
    Outstanding Principal Balance at any one time up to the Maximum Amount.
    Prior to the end of the Loan Term, the Borrower may request Advances (in
    amounts not less than the Minimum Advance Amount) or Letters of Credit, and
    any Advances which the Bank makes and the Borrower repays may be reborrowed,
    provided that, at no time shall an Advance be accepted or Letter of Credit
    be issued, if upon such Advance or issuance of such Letter of Credit, the
    Outstanding Principal Balance shall exceed the lesser of the Maximum Amount
    or the aggregate Borrowing Power of the Collateral. The Bank shall not
    consider funding any Advance or issuing any Letter of Credit if such funding
    or issuance would cause the Outstanding Principal Balance to exceed the
    lesser of the Maximum Amount or the aggregate Borrowing Power of the
    Collateral. The Borrower shall at all times also maintain sufficient
    Eligible Collateral subject to the Security Interest securing the
    Obligations so as to satisfy the Maintenance Requirement. Notwithstanding
    the foregoing, approval and subsequent funding of any Advance and the
    approval and subsequent issuance of any Letter of Credit shall be in the
    sole discretion of the Bank.

(b) The Borrower may request an Advance or request a renewal of an Interest
    Period (for all or part of an outstanding Advance) verbally unless the Bank
    in its discretion requires such request to be in writing. All requests must
    be received by the Bank no later than 11:00 a.m. (New York City time) three
    Business Days prior to the date of such Advance or for renewals, three
    Business Days prior to the last day of the Interest Period for such Advance.
    The Bank will send to the Borrower written confirmation of any such verbal
    request. If the Bank has not received written notice from the Borrower of
    any exception or objection to any such confirmation prior to the time in
    which the Advance or renewal is made, the Borrower shall be deemed to have
    approved such confirmation and such confirmation shall be presumed
    conclusively to be correct with respect to all matters set forth therein.

(c) The Loan Parties acknowledge: (i) that any request for an Advance or to
    renew an Interest Period (for all or part of an outstanding Advance) is
    irrevocable; (ii) that the Bank has no obligation to make any Advance or to
    renew an Interest Period (for all or part of any outstanding Advance); (iii)
    that the amount of the Advance or the amount of the outstanding Advance for
    which renewal of the Interest Period is requested, must not be less than the
    Minimum Advance Amount indicated in the Approval Letter and in integrals of
    $100,000.00 in excess thereof unless the Bank determines otherwise in its
    discretion; (iv) at no time shall an Advance be funded or Letter of Credit
    be issued if upon such funding or issuance the Outstanding Principal Balance
    shall exceed the lesser of the Maximum Amount and the aggregate Borrowing
    Power of the Collateral; and (v) no Advance or Interest Period shall extend
    beyond the Loan Term.

(d) A request for an Advance or request for renewal of an Interest Period (for
    all or part of an outstanding Advance) must specify: (i) the date of such
    Advance or renewal (which for renewals is the last day of the Interest
    Period for such outstanding Advance); (ii) the amount of the Advance; and
    (iii) the duration of the Interest Period to be applicable to such Advance.

(e) If the Borrower fails to request the renewal of an Interest Period for any
    portion of an Advance by the required time, the Bank will (at the Bank's
    discretion, and subject to the Bank's right to demand payment in full at any
    time) renew the Interest Period for such Advance after the last day of the
    Interest Period for such Advance for successive one month Interest Periods
    not to extend beyond the Loan Term, and interest shall accrue and be payable
    on such Advance at the LIBOR Rate for such Interest Periods, subject to the
    terms and conditions of this Agreement with respect to the availability of
    LIBOR.

(f) Letters of Credit: (i) From time to time the Borrower may submit a Letter of
    Credit Application to the Bank requesting the issuance of a Letter of
    Credit, each such Letter of Credit to be in form and substance satisfactory
    to the Bank in its discretion. The terms of any Letter of Credit Application
    shall be incorporated in this Agreement for purposes of any Letter of Credit
    issued pursuant thereto, and in the event of any conflict, the terms in this
    Agreement shall govern. The Bank may, in its sole and absolute discretion,
    agree to issue such Letter of Credit, and such issuance shall be subject to
    the provisions of Section 2 (a) above and the other applicable provisions of
    this Agreement. At or prior to the issuance of each Letter of Credit (and as
    a condition to the issuance of such Letter of Credit), the Borrower shall
    pay to the Bank a fee in the amount set forth in the related Approval Letter
    (the "Letter of Credit Fee"). No Letter of Credit will be issued until the
    associated Letter of Credit Fee has been paid. The Borrower will absolutely
    and unconditionally reimburse to the Bank the full amount of each Draft paid
    by the Bank under a Letter of Credit (each such obligation to reimburse the
    Bank being a "Reimbursement Obligation"). Each payment of an outstanding
    Reimbursement Obligation shall be due and payable to the Bank immediately
    (on the date the corresponding Draft is honored by the Bank), in same day
    funds, whether or not demand is made by the Bank. If the Bank in its
    discretion agrees (and provided, among other things, that there is Eligible
    Collateral with sufficient Borrowing Power and it is permitted by applicable
    law), such Reimbursement Obligation may be satisfied by the funding of an
    Advance, the proceeds of such Advance being paid directly to the Bank as
    payment of the Reimbursement Eligible Obligation. The Borrower shall, in
    connection with such Advance, submit a Loan Application to the Bank (if one
    is not already on file) and the Bank will notify Borrower of its Approval of
    such an Advance by providing to the Borrower an Approval Letter related
    thereto signed by the Bank. (ii) Upon demand of the Bank, and at any other
    time in which Cash Collateral is required to be provided by the Borrower
    under this Agreement, the Borrower shall deposit with the Bank Cash
    Collateral in an amount equal to 105% of the Total Letter of Credit Exposure
    at such time. Any such Cash Collateral shall be deposited into the Cash
    Collateral Account and held by the Bank as collateral to secure, and for
    application to, the Reimbursement Obligations and other amounts which may
    become due with respect to any outstanding Letters of Credit or any other
    Obligations under this Agreement in the order and priority which the Bank
    determines in its sole discretion. Should


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    the Borrower fail to provide Cash Collateral as required under this
    Agreement, the Bank may liquidate Collateral and deposit the proceeds
    thereof into the Cash Collateral Account as Cash Collateral, as set forth
    below with respect to Remedy Events. All funds deposited into and held in
    the Cash Collateral Account from time to time may be invested (or left
    uninvested or placed in interest bearing deposits) by the Bank in its
    discretion. The proceeds of any such investment and deposit interest shall
    be applied in the same manner as the principal of such account. The Bank or
    its designee(s) shall have exclusive control over the Cash Collateral
    Account and all amounts, securities, financial assets and other property
    therein. The obligation to provide Cash Collateral pursuant to the
    applicable terms of this Agreement shall be a payment obligation of the
    Borrower.

FACILITY FEE

3.  If required by the applicable Approval Letter, the Borrower shall pay a
    Facility Fee:

(a) prior to each Advance, in an amount equal to the product determined by
    multiplying (i) the Facility Fee Percentage, by (ii) the amount of such
    Advance and by (iii) a fraction equal to the quotient determined by dividing
    the number of days between the date of such Advance and the next annual
    anniversary date of this Agreement by 360; and

(b) on the annual anniversary date of this Agreement during each year this
    Agreement is in effect, in an amount equal to the product determined by
    multiplying (i) the Facility Fee Percentage by (ii) the aggregate unpaid
    principal amount of all Advances outstanding on such anniversary date.
    Notwithstanding the foregoing, the total amount of all Facility Fees payable
    during any 12-month period after the date of this Agreement shall not exceed
    an amount equal to the product determined by multiplying (x) the Facility
    Fee Percentage by (y) the Maximum Amount minus the daily average Total
    Letter of Credit Exposure during such period.

LIMITATION ON USE OF LOAN PROCEEDS OR PROCEEDS OF ANY DRAWING ON A LETTER OF
CREDIT

4.  UNLESS DISCLOSED IN WRITING TO THE BANK AT THE TIME OF THE APPLICATION, AND
    APPROVED BY THE BANK, BORROWER MAY NOT USE ANY PORTION OF THE LOAN PROCEEDS
    OR PROCEEDS OF ANY DRAWING ON A LETTER OF CREDIT TO FINANCE THE PURCHASE,
    CARRY OR TRADING OF SECURITIES, OR TO REPAY ANY DEBTS INCURRED (A) TO
    PURCHASE CARRY OR TRADE SECURITIES, OR (B) TO ANY MEMBER OF THE MERRILL
    LYNCH GROUP. IN ANY EVENT, THE PROCEEDS OF ANY ADVANCE AND THE PROCEEDS OF
    DRAWS ON ANY LETTER OF CREDIT SHALL BE USED ONLY FOR LAWFUL PURPOSES AND NO
    SUCH PROCEEDS SHALL BE USED TO FINANCE GAMBLING ENTERPRISES, TO PURCHASE
    MILITARY ARMS OR TO FINANCE OR MAKE CONTRIBUTIONS TO POLITICAL CANDIDATES OR
    ORGANIZATIONS.

PROMISE TO PAY UPON DEMAND AND PROMISE TO MAINTAIN COLLATERAL

5.  BORROWER AND GUARANTORS (JOINTLY AND SEVERALLY) PROMISES TO PAY TO THE BANK
    OR TO THE BANK'S ORDER UPON DEMAND THE OUTSTANDING TOTAL BALANCE, OR SUCH
    PART OF THE OUTSTANDING TOTAL BALANCE SPECIFIED BY THE BANK. IF ANY PORTION
    OF SUCH OUTSTANDING TOTAL BALANCE CONSTITUTES TOTAL LETTER OF CREDIT
    EXPOSURE WITH RESPECT TO OUTSTANDING LETTERS OF CREDIT AT THE TIME OF ANY
    SUCH DEMAND, THE BORROWER AND GUARANTORS (JOINTLY AND SEVERALLY) SHALL AT
    THE BANK'S REQUEST, PROVIDE TO THE BANK CASH COLLATERAL IN THE AMOUNTS
    REQUIRED BY, AND PURSUANT TO THE PROVISIONS OF, SECTION 2 (F) ABOVE TO
    SECURE SUCH TOTAL LETTER OF CREDIT EXPOSURE. BORROWER AND GUARANTORS
    (JOINTLY AND SEVERALLY) ALSO PROMISE TO PAY ALL PERIODIC PAYMENTS AND ANY
    OTHER AMOUNTS WHICH MAY BECOME DUE UNDER THIS AGREEMENT (WHETHER OR NOT
    DEMANDED) WHEN SUCH PAYMENTS AND AMOUNTS BECOME DUE. THE PLEDGORS ALSO
    PROMISE TO MAINTAIN SUCH COLLATERAL IN THE SECURITIES ACCOUNT AND CASH
    COLLATERAL ACCOUNT AS THE BANK MAY REQUIRE FROM TIME TO TIME IN ACCORDANCE
    WITH ITS MAINTENANCE REQUIREMENTS.

JOINT AND SEVERAL LIABILITY. If the Borrower consists of more than one Person
(each a "Co-Borrower"), references herein to "the Borrower" shall be read as
"each Co-Borrower", "all Co-Borrowers", or "any or all Co-Borrowers", jointly
and severally, whichever reading maximizes the Lender's rights and the
Co-Borrowers' obligations under this Agreement. All Co-Borrowers' Obligations
hereunder and, if more than one, all Guarantors' Obligations hereunder shall be
joint and several.

PAYMENTS

6.

(a) PERIODIC PAYMENTS ON THE FACILITY AS PROVIDED FOR IN THE APPROVAL LETTER.
    THE BORROWER AND GUARANTOR (JOINTLY AND SEVERALLY) AGREE TO PAY ALL PERIODIC
    PAYMENTS AS SET FORTH IN THE APPLICATION AND/OR IN THIS AGREEMENT. All
    Periodic Payments and other payments must be made at the address indicated
    on Borrower's periodic billing statement. Unless the Bank agrees in writing
    otherwise, each Periodic Payment will be equal to all accrued but unpaid
    interest, any payment of the Outstanding Principal Balance then due, and any
    past due amounts. Any Loan Party may elect to make its Periodic Payments by
    authorizing the Bank to directly debit its Merrill Lynch Working Capital
    Management(SM) Account (or the Borrower's Merrill Lynch Cash Management(R)
    Account if such Loan Party is an individual), or such other account
    specified by such Loan Party, or deposit account at another institution on a
    periodic basis for the amount of the Periodic Payment. Borrower must pay
    each Periodic Payment by the payment due date shown on the periodic billing
    statement, even if the Borrower has paid more than the Periodic Payment in
    any prior period. The Outstanding Total Balance will be due and payable with
    the final Periodic Payment, which final payment shall be due on or prior to
    the expiration of the Loan Term, provided however that, if any portion of
    such Outstanding Total Balance constitutes Total Letter of Credit Exposure
    with respect to any outstanding Letter of Credit as of such date, the
    Borrower and Guarantors (jointly and severally) shall, at the Bank's
    request, provide to the Bank Cash Collateral in the amounts required by, and
    pursuant to the provisions of, Section 2 (f) above, to secure such Total
    Letter of Credit Exposure until Bank's obligations and liabilities with
    respect to such Letters of Credit are terminated and all Reimbursement
    Obligation's with respect thereto and paid in full.

(b) All payments may be applied in any manner which the Bank elects, although,
    generally, payments will first be applied to fees and charges Borrower owes
    under this Agreement, then to interest, and finally to reduce the
    Outstanding Principal Balance (including, without limitation, to provide
    Cash Collateral to secure the outstanding Total Letter of Credit exposure).

(c) If the Bank in its discretion so advises the Borrower in the Approval Letter
    (and provided, among other things, there is Eligible Collateral with
    sufficient Borrowing Power and it is permitted by applicable law), any due
    but unpaid interest may be added to the amount of the Advance to which it
    relates (or, at the Bank's option, may be treated as a separate Advance) and
    such amounts shall bear interest as provided for above.

(d) To the extent the Bank of MLPF&S receives any payment with respect to the
    Obligations, the Facility or this Agreement, and all or any part of such
    payment is subsequently invalidated, declared to be fraudulent or
    preferential, set aside or required to be repaid by the Bank or MLPF&S or
    paid over to a trustee, receiver or any other entity, whether under any
    Bankruptcy law or otherwise, then this Agreement shall continue to be
    effective or shall be reinstated, as the case may be, to the extent of such
    payment or repayment by the Bank or MLPF&S, and, the indebtedness or part
    thereof intended to be satisfied by such returned payment shall be revised
    and continued in full force and effect as if said returned payment had not
    been made.

INTEREST RATE

7.

(a) The Interest Rate for the Loan will be an interest rate equal to LIBOR, plus
    an additional amount (the "Spread") expressed as partial or whole percentage
    (%) points specified by the Bank and set forth in the Approval Letter (the
    "LIBOR Rate"). Interest at the LIBOR Rate shall be calculated and payable on
    each Advance by reference to successive


                                                                               4
<PAGE>

    Interest Periods. In the case of each Advance, its first Interest Period
    shall begin on the proposed date of that Advance and each subsequent
    Interest Period shall begin on the last day of the previous Interest Period.
    The Borrower may select an Interest Period of 1, 3, 6, or 12 months duration
    (or such other period as the Bank in its discretion may agree to) provided
    that no Interest Period may extend beyond the expiration date of the Loan
    Term. For purposes of determining the last day of an Interest Period, each
    Interest Period which would otherwise end on a day which is not a Business
    Day shall end on the next succeeding Business Day, except that, if the next
    succeeding Business Day falls in the next succeeding calendar month, the
    Interest Period shall end on the next preceding Business Day.

(b) Interest shall be due and payable with and on the date of each Periodic
    Payment in an amount equal to the unpaid interest accrued during the
    applicable Interest Period on the Advance to which it relates at the
    interest rate applicable for that Interest Period. If Periodic Payments are
    not scheduled, interest shall be due and payable at the end of each Interest
    Period. (In the case of an Interest Period of 12 months or more, interest
    shall also be due and payable every six months from the date of the relevant
    Advance.) Accrued interest also shall be due and payable in full at any time
    upon demand and on any other date that the relevant principal amount is due
    hereunder.

(c) If the Alternate Rate shall be applicable to any Advance at any time,
    interest shall be due and payable in arrears on the last Business Day of
    each month, (d) Interest shall be calculated on the basis of actual days
    elapsed over a year of 360 days. Interest shall accrue on the principal
    amount of each Advance from and including the date of the Advance to but
    excluding the date of the payment of such principal amount.

LOANS REPAID IN ADVANCE OF DUE DATE

8.  Upon at least three Business Days' prior written notice to the Bank, the
    Borrower has the right to repay the Outstanding Principal Balance of an
    Advance, in whole or in part, in an amount of not less than $100,000 plus
    the amount of any accrued but unpaid interest to the date of such payment on
    the principal amount so paid and the Interest Differential (as that term is
    defined in this Agreement). Each notice of repayment is irrevocable and must
    specify that payment date and the principal amount of the Advance to be
    repaid. The Borrower agrees that if repayment of an Advance is made for any
    reason on any day other than the last day of the Interest Period applicable
    to that Advance, the Borrower will pay the Bank, upon request, such amount
    as the Bank reasonably determines will compensate it for any loss (including
    loss of profit), cost or expense incurred by the Bank as a result of
    repayment of such Advance, in whole or in part, on a date other than the
    last day of the Interest Period applicable to such Advance, whether such
    payment is made by the Borrower pursuant to this paragraph or is effected by
    the Bank making a demand for payment and/or liquidating all or a portion of
    the Securities Account or Cash Collateral Account upon the occurrence of a
    Remedy Event or otherwise. Notice by the Bank to the Borrower of the amount
    of the any such loss, cost of expense will be conclusive absent manifest
    error.

OTHER CHARGES; DEFAULT INTEREST

9.

(a) ADDITIONAL PROVISIONS RELATED TO OTHER CHARGES. (i) Increased
    Costs/Additional Costs. If, after the date of this Agreement, any change in
    any applicable Legal Requirement or in the interpretation or administration
    thereof by any governmental authority charged with the interpretation or
    administration thereof (whether or not having the force of law), and which
    change is applicable generally to other financial institutions, shall change
    the basis of taxation of payments to the Bank of the principal of or
    interest on the indebtedness outstanding hereunder or any fees or other
    amounts payable hereunder (other than changes in respect of taxes imposed on
    the overall net income of the Bank), or shall impose, modify or deem
    applicable any reserve, special deposit or similar requirement against
    assets of, deposits with or for the account of or credit extended by, the
    Bank or shall impose on the Bank any other condition affecting this
    Agreement or the amount of the Obligations outstanding hereunder, and the
    result of any of the foregoing shall be to increase the cost to the Bank of
    maintaining the outstanding indebtedness hereunder or to reduce the amount
    of any sum received or receivable by the Bank hereunder (whether of
    principal, interest or otherwise), then the Borrowers and Guarantors
    (jointly and severally) shall pay to the Bank such additional amount or
    amounts as will compensate the Bank for such additional costs incurred or
    reduction suffered. Such amounts shall, at the Bank's option, be payable on
    demand or charged to or added to the next Periodic Payment due. (ii)
    Illegality. If the Bank shall notify the Borrower that the introduction of
    or any change in or in the interpretation of any Legal Requirement makes it
    unlawful, or any central bank or other governmental authority asserts that
    it is unlawful, for the Bank to perform its obligations hereunder to make or
    maintain any Advance at the LIBOR Rate, the Borrower shall prepay in full
    such Advance outstanding hereunder, together with interest accrued thereon,
    unless the Borrower, within five Business Days of notice from the Bank,
    elects (provided that such election is not illegal) to convert such LIBOR
    Rate to the Alternate Rate, until the Bank shall notify the Borrower that
    the circumstances causing such illegality no longer exist. (III) LIBOR
    Availability. If the Bank determines that for any reason deposits in Dollars
    are not offered to MLIB by leading banks in the London Interbank Market in
    an amount comparable to a proposed Advance or an unpaid Advance for which
    renewal of the Interest Period has been requested and for a period equal to
    the requested Interest Period for such Advance, or that LIBOR applicable for
    any requested Interest Period with respect to an Advance does not adequately
    and fairly reflect the cost to the Bank of funding or maintaining such
    Advance, the Bank will notify the Borrower that the requested Advance will
    not be made or renewed, as the case may be. Upon receipt of such notice, the
    Borrower may revoke any notice given to the Bank pursuant to Section 2(b)
    regarding an Advance or renewal request. Whether or not the Borrower revokes
    any such notice, new Advances will not be made and any outstanding Advance
    will subject to the Bank's right to demand payment at any time, accrue
    interest at the Alternate Rate, subject to the provisions of this Agreement,
    until the Bank shall notify the Borrower that the above circumstances no
    longer exist. (iv) Taxes. Any and all payments by any Loan Party under this
    Agreement shall be made free and clear of any restrictions or conditions,
    without set off or counterclaim, and without deduction or withholding,
    whether for any and all present or future taxes, levies, imposts,
    deductions, charges or withholdings, and all liabilities with respect
    thereto (all such taxes, levies imposts, deductions, charges, withholdings
    and liabilities being hereinafter referred to as "Taxes") or otherwise. In
    addition, the Borrower and Guarantors (jointly and severally, shall pay any
    present or future stamp, documentary, excise, property or similar taxes,
    charges or levies that arise from any payment made under this Agreement or
    from the execution, delivery or registration of, or otherwise with respect
    to, this Agreement (all such taxes, charges and levies being hereinafter
    referred to as "Other Taxes"). The Borrower and Guarantors, (jointly and
    severally), shall indemnify the Bank for the full amount of Taxes and Other
    Taxes, and for the full amount of taxes imposed by any jurisdiction on
    amounts payable under this Section, paid by the Bank and any liability
    (including, without limitation, penalties, additions to tax, interest and
    expenses) arising therefrom or with respect thereto. This indemnification
    payment shall, at the Bank's option, be payable on demand or charged to or
    added to the next Periodic Payment due. Without prejudice to the survival of
    any other agreement of the Loan Parties under this Agreement, the agreements
    and obligations of the Loan Parties contained in this Section shall survive
    the payment in full of principal and interest under this Agreement.

(b) To the extent permitted by applicable law, in the event the Borrower does
    not make any payment to the Bank when due, the Interest Rate payable with
    respect to the outstanding amount of the Loan (both before and after
    judgement, if any) may, in the discretion of the Bank, increase, effective
    as of the date when such payment was due, by two percent (2.00%) per annum
    until all payments due (including any late payments and any amounts
    accelerated) are paid to the Bank in full.


                                                                               5
<PAGE>

    Notwithstanding the foregoing, should any Reimbursement Obligation not be
    paid when due, such Reimbursement Obligation shall bear interest at a rate
    of interest equal to two percent (2.00%) per annum above the Alternate Rate,
    until such amounts are paid to the Bank in full. Any interest payable and
    calculated pursuant to this Section 9 (b) ("Default Interest") shall be
    payable on demand and such Default Interest: (i) which is not paid when due
    may (to the extent permitted by applicable law) be added to the overdue sum
    and itself bear interest accordingly; and (ii) constitutes an obligation
    under this Agreement and is secured by the Collateral.

(c) Notwithstanding anything set forth in this Agreement to the contrary, in no
    event shall the total amount of all charges payable under this Agreement
    which are or would, under applicable law, be held to be in the nature of
    interest, exceed the maximum rate permitted to be charged under applicable
    law. Should the Bank receive any payment which is or would be in excess of
    that permitted to be charged under any such applicable law, such payment
    shall have been, and shall be deemed to have been, made in error, and at the
    option of the Bank shall be applied against any of the Obligations or
    returned to the Loan Parties; provided, however, if the Loan Parties are in
    default under any of their obligations under this Agreement at the time any
    such excess payment is received, such excess payments may be retained by the
    Bank as additional Cash Collateral to secure the repayment of any amounts
    due under this Agreement.

BANKRUPTCY

10. Each Loan Party must first notify the Bank in writing before filing any
    petition seeking the protection of any state or federal bankruptcy statues,
    and each Loan Party must not take any action (or fail to take any necessary
    action) which may cause a petition in bankruptcy to be filed against any
    Loan Party.

REMEDY EVENT

11. A Remedy Event will occur under this Agreement if:

(a) Borrower or any other Loan Party fails to make any payment when it is due as
    required by this Agreement or breaches any other provision of this Agreement
    (including, without limitation, any obligation to provide Cash Collateral);

(b) the Maintenance Value of the Eligible Collateral in the Securities Account
    or Cash Collateral Account falls below the amount necessary to comply with
    the Maintenance Requirement then in effect, and Borrower and/or any other
    relevant Loan Party has not deposited additional Eligible Collateral or
    reduced the Outstanding Principal Balance as required under Section 24
    below;

(c) Borrower or any Loan Party makes, or the Bank discovers that Borrower or any
    Loan Party has made, a material misrepresentation in connection with the
    Application or the Loan or any Letter of Credit;

(d) Borrower or any Loan Party files, or there is filed against Borrower or any
    other Loan Party, any petition seeking the protection of any state or
    federal bankruptcy statues or the Borrower or any other Loan Party becomes
    insolvent or is generally unable to pay his, her or its debts when due;

(e) an attachment is levied against all or any portion of the Securities Account
    or Cash Collateral Account or any other Collateral directly or indirectly
    securing the Obligations;

(f) the Bank determines that there is a material adverse change in the
    Borrower's or any Loan Party's financial condition or prospects or in the
    Collateral securing the Obligations;

(g) Borrower or any other Loan Party or the sole proprietor, majority
    shareholder or controlling owner of Borrower or any other Loan Party dies or
    is declared incompetent or of unsound mind;

(h) Borrower or any other Loan Party fails to satisfy any obligation to the Bank
    or any other member of the Merrill Lynch Group, or a default occurs under
    any other agreement the Borrower or any other Loan Party has entered into
    with the Bank or any other member of the Merrill Lynch Group;

(i) final judgement for the payment of money is rendered against any Borrower or
    any other Loan Party, and within thirty (30) days from the entry of such
    judgement such judgement has not been discharged or stayed pending appeal or
    has not been discharged within thirty (30) days from a final order of
    affirmance on appeal;

(j) if Borrower or any other Loan Party is acting in the capacity of trustee of
    a trust for the purpose hereof, they cease to be appropriately authorized to
    act on behalf of such trust or such trust comes or is brought to an end;

(k) the Bank otherwise deems itself or its security interest in any of the
    Collateral insecure or the Bank believes in good faith that the prospect of
    payment or other performance by Borrower or any other Loan Party is impaired
    or that the value of the Collateral or the Bank's Security Interest therein
    is impaired;

(l) a default occurs under any guaranty, pledge, amendment or any other
    agreement entered into in connection with this Agreement; or

(m) any action or legal proceeding is commenced seeking to enjoin or preclude
    payment under, or the drawing of, a Letter of Credit or otherwise relating
    to a Letter of Credit.

COSTS OF COLLECTION

12. If any Loan Party fails to make any payment under this Agreement as and when
    required, the Loan Party must pay, to the extent permitted by applicable
    law, the Bank's court and collection costs, any costs incurred in the
    disposition of the Collateral, and, if the Loan or any other Obligation is
    referred for collection to any attorney not employed by the Bank or one of
    the Bank's affiliates, the Bank's reasonable attorney fees and expenses.

DELAY IN ENFORCEMENT, ORDER OF ENFORCEMENT

13. The Bank can choose to delay or not to enforce any of the Bank's rights
    under this Agreement without losing any of such rights. The Bank may seek to
    enforce any remedy against any Borrower or Guarantor or against any
    collateral in the order and priority which it determines in its sole and
    absolute discretion.

NO WAIVER

14. If the Bank chooses not to exercise or enforce any of its rights, it is not
    waiving the right to enforce such rights at a later time or any of the
    Bank's other rights. Any waiver of the Bank's rights under this Agreement
    must be in writing.

STATEMENTS AND NOTICES

15. Statements and notices to any Loan Party will be sent to the address shown
    on the Application or any other address which is on the books of the Bank,
    unless such Loan Part notifies the Bank in writing of a change in address.
    Each Loan Party must notify the Bank of any change in address or name. Each
    Loan Party must send correspondence to the Bank at the address shown for
    notices appearing on the periodic billing statement unless the Bank notifies
    Borrower otherwise. If the Securities Account is linked to a WCMA account,
    CMA account (each as defined in Section 17 below) or other securities
    account maintained with MLPF&S, each Loan Party authorizes MLPF&S to send
    all notices, monthly statements and other communications regarding the
    Securities Account to the address designated for such account or accounts
    from time to time.

WAIVERS

16. Each Loan Party waives its rights to require the Bank to do certain things,
    to the extent permitted by applicable law. Those things are:

(a) to demand payments of amounts due (known as "presentment");

(b) to give notice that amounts due have not been paid (known as "notice of
    dishonor"); and

(c) to obtain an official certification of nonpayment (known as "protest").


THE LOAN PARTIES, TO THE EXTENT PERMITTED BY LAW, WAIVE ANY RIGHT TO CLAIM
DEFENSE BASED ON MARSHALLING OF ASSETS OR GUARANTEES OR ELECTION OF REMEDIES.

ESTABLISHMENT OF THE SECURITIES ACCOUNT

17. MLPF&S shall establish the Securities Account (which shall include an ISA
    account), which shall be known as the "(Pledgor's Name) Pledged Collateral
    Account for Merrill Lynch Bank USA," (or such other title, including
    abbreviations, acceptable to Bank), and each Loan Party agrees, as a
    condition to the Bank extending the Loan and issuing any Letter of Credit,
    to place Eligible Collateral in the Securities Account with Borrowing Power
    sufficient to permit the Bank to make a Loan and/or issue Letters of Credit
    in the amounts requested. The Loan Parties agree at all times to maintain
    Eligible Collateral in the Securities Account (and Cash Collateral Account)


                                                                               6
<PAGE>

    with Maintenance Value sufficient to satisfy the Bank's Maintenance
    Requirements, until all Obligations under this Agreement have been satisfied
    indefeasibly in full, the Bank's obligations and liability with respect to
    all Letters of Credit are extinguished and this Agreement is terminated.
    Loan Parties acknowledge that in establishing and maintaining the Securities
    Account, MLPF&S is acting as the Bank's agent for purposes of perfecting the
    Bank's Security Interest, and shall be deemed a party to this Agreement as
    it relates to the Security Interest and the Securities Account. The Loan
    Parties understand that the Securities Account is a special, limited version
    of the Merrill Lynch Working Capital Management Account ("WCMA account") [or
    a Merrill Lynch Cash Management Account if Borrower is an individual ("CMA
    Account") ] financial service. In accordance with the terms of the Insured
    Savings Account Fact Sheet, available free credit balances in the Securities
    Account will be deposited in the ISA account at least once each week. Each
    Loan Party understands that amounts such person may owe from time to time in
    connection with the Securities Account (such as payment for transactions)
    may be satisfied, subject to your Security Interest, by MLPF&S from amounts
    deposited in the ISA account.

SECURITY INTEREST

18.

(a) As security for the full payment and performance of the Obligations to the
    Bank under and with respect to the Loan, any Letter of Credit and this
    Agreement, each Loan Party hereby assigns, pledges, grants and conveys to
    the Bank a continuing first priority lien and security interest (the
    "Security Interest") in and to the following, whether now existing or owned
    or hereinafter arising or acquired: (i) the Securities Account and all
    stocks, bonds, securities, investment property, securities entitlements or
    any other property or financial asset now or hereafter held in or credited
    to the Securities Account; (ii) all credit balances, accounts, contract
    rights, general intangibles, instruments, documents, money, certificates of
    deposit, foreign exchange and all other property of whatever kind or
    description now or hereafter held in or credited to the Securities Account;
    (iii) any securities or other financial assets described in confirmations
    and other reports delivered by MLPF&S to any Loan Party or the Bank in
    connection with the Securities Account, which securities or other financial
    assets are deemed to be in the Securities Account for purposes of this
    Agreement; (iv) all dividends, distributions, interest and proceeds of or
    with respect to any of the property described in clause (i), (ii) and (iii)
    above, including, without limitation, proceeds of proceeds; and (v) all of
    Borrower's right, title and interest in and to all monies, debts, claims,
    securities, investment property, financial assets and other property
    deposited with, or owed or owing to any Loan Party, by the Bank or any
    member of the Merrill Lynch Group (including, without limitation, any Cash
    Collateral and other funds and proceeds in the Cash Collateral Account from
    time to time), (vi) and the proceeds of any of the foregoing (collectively,
    the "Collateral"). For purposes of this Agreement, the ISA account will be
    deemed to be included in and a part of the Securities Account.

(b) Each Loan Party acknowledges that control over the Securities Account and
    Cash Collateral Account, and all Collateral in the Securities Account and
    Cash Collateral Account, shall be vested in the Bank and MLPF&S for all
    purposes, including establishing and perfecting a security interest therein.

(c) All assets and property in or credited towards the Securities Account shall
    be treated as a "financial asset" as that term is defined in the UCC.

(d) Each Loan Party will take all action which the Bank requests or which is
    reasonably necessary to assure that the Bank has a continuing perfected
    first priority Security Interest while this Agreement is in effect. Upon the
    Bank's request, each Loan Party will execute and deliver to the Bank
    financing statement(s) conforming to the UCC and in a form the Bank deems to
    be acceptable. Upon the Bank's request, each Loan Party also agrees to
    execute and deliver continuation statement(s) conforming to the UCC, and any
    such other documents or instruments which the Bank requests to assist in
    perfecting and protecting its Security Interest, each in a form the Bank
    deems to be acceptable. If any Loan Party fails to deliver to the Bank
    financing statements or continuation statements or other documents or
    instruments which the Bank requests to assist in perfecting and protecting
    its Security Interest, the Bank may, to the extent permitted by law and
    without limiting the Bank's other rights under this Agreement, execute,
    deliver and/or file in any Loan Party's name, as such Loan Party's
    attorney-in-fact, or in the Bank's name such financial statements
    continuation statements, instruments and documents. (e) If the location of
    any Loan Party's chief executive office or residence changes, such Loan
    Party will immediately notify the Bank in writing to that effect and will
    execute and deliver to the Bank any additional financing statements or
    similar documentation the Bank may reasonably request to assure the
    continued effectiveness of the Bank's Security Interest. Once the Bank
    agrees that all Obligations under this Agreement have been indefensibly paid
    in full, the Bank's obligations and liability with respect to all Letters of
    Credit are indefensibly extinguished and this Agreement is terminated, the
    Bank's Security Interest in any Collateral in its possession will be
    terminated and any such Collateral will be returned to the relevant Loan
    Party.

BANK RIGHTS IN THE SECURITIES ACCOUNT

19.

(a) The Bank may provide MLPF&S with entitlement orders, instructions and
    directions of any kind or character with respect to the Securities Account
    at any time. The Bank's entitlement orders, directions or instructions may
    include instructions to liquidate Collateral and other property in the
    Securities Account, to pay credit balances from the Securities Account to
    the Bank or the Bank's designees, or to move the Collateral from the
    Securities Account to the Bank or into an account in the Bank's name or the
    name of the Bank's designees (including, without limitation, the Cash
    Collateral Account). MLPF&S shall comply with the Bank's entitlement orders,
    directions and instructions in regard to the Securities Account without
    further consent of any Loan Party and in following the Bank's entitlement
    orders, instructions or directions, MLPF&S is under no duty to determine
    whether a Remedy Event has occurred or is continuing. Each Loan Party
    acknowledges and agrees that, notwithstanding any other provision of this
    Agreement or any agreement between any Loan Party and MLPF&S, only the Bank
    will be entitled to give entitlement orders, instructions or directions to
    MLPF&S with respect to the Securities Account and no Loan Party will be
    entitled to give entitlement orders, instructions or directions to MLPF&S
    with respect to the Securities Account at any time. The Cash Collateral
    Account and the cash and property therein shall also be completely
    controlled by the Bank at all times. The Bank is entitled to receive
    duplicates of any and all notices, confirmations and statements of account
    that any Loan Party is entitled to receive with respect to the Securities
    Account. MLPF&S is authorized to provide the Bank with any and all
    information in its possession or control relating to the Securities Account,
    and to provide the Bank with on-line access to MLPF&S systems relating to
    the Securities Account.

TRANSACTIONS OF THE SECURITIES ACCOUNT

    20. A Pledgor may request that the Bank permit the withdrawal or
    substitution of Collateral from the Securities Account if the Value of the
    Eligible Collateral remaining in the Securities Account and Cash Collateral
    Account after the withdrawal or substitution continues to satisfy the Bank's
    Maintenance Requirement and applicable securities credit regulations. A
    Pledgor may not otherwise purchase, sell withdraw or substitute Collateral
    in the Securities Account or Cash Collateral Account. The Bank will consider
    requests to withdraw or substitute Collateral at its sole discretion. Each
    Loan Party also understands that transactions made in the Securities Account
    or Cash Collateral Account may be reversed if the transaction would result
    in the breach of this Agreement or applicable law. Each Loan Party



                                                                               7
<PAGE>


    irrevocably waives for the Bank's benefit any right it may have to instruct
    any depository institution holding the ISA account to register a deposit in
    each Loan Party's name on the books and records of the depository.

SPECIAL PROVISIONS REGARDING MARGIN STOCK

21. Under Regulation U of the Federal Reserve Board, an Advance or Letter of
    Credit in which all or part of the proceeds of such Advance or draw on such
    Letter of Credit are used to purchase or carry Margin Stock and which is
    secured by Margin Stock (each a "Purpose Loan") is subject to special rules
    governing the maximum amount which can be advanced, as well as withdrawals
    and substitutions of collateral. If the Borrower has indicated that all or
    any portion of the proceeds of any Advance or draw on a Letter of Credit
    will be used to purchase or carry Margin Stock, a release or substitution of
    Collateral will not be considered by the Bank if, following the funding of
    such Advance or issue of such Letters of Credit, the amount by which the
    Outstanding Principal Balance exceeds the Borrowing Power of the Collateral
    would increase.

ELIGIBLE COLLATERAL

22. Subject to the Bank's rights under this Agreement (including without
    limitation the Bank's right to change or limit the types of securities used
    as Eligible Collateral as set forth in this Section 22 and its rights under
    Section 20), the following securities and other assets shall constitute
    Eligible Collateral under this Agreement: (1) securities and instruments
    which are traded on a national securities exchange, NASDAQ or recognized
    over-the-counter markets; (2) mutual fund shares; (3) unit investment
    trusts; (4) negotiable certificates of deposit acceptable to the Bank; (5)
    United States Treasury notes, bills or bonds; (6) corporate or municipal
    bonds; (7) cash, cash balances, and any (8) other securities or investment
    property which the Bank may approve in writing. Each Loan Party
    acknowledges, however, that due to federal regulations, Borrower may not
    hold in the Securities Account (or Cash Collateral Account) any security
    issued by any member of the Merrill Lynch Group, any security in an
    investment company (mutual fund) as to which any member of the Merrill Lynch
    Group acts as investment advisor, or any interest in a unit investment trust
    sponsored and advised by any member of the Merrill Lynch Group. No Loan
    Party may sell, assign, pledge, or grant a Security Interest in, the
    Securities Account or Cash Collateral Account or the Collateral in the
    Securities Account or Cash Collateral Account to anyone other than the Bank,
    as provided in this Agreement, or to MLPF&S. Any interest MLPF&S may have in
    the Securities Account or Cash Collateral Account and the Collateral is
    subordinated to the Bank's Security Interest.

CONDITIONS PRECEDENT

23.

(a) It shall be a condition precedent to the Bank's considering making the
    initial Advance or issuing the initial Letter of Credit that the Bank shall
    have received: (i) evidence that a Securities Account has been properly
    established and that there is sufficient Borrowing Power of Eligible
    Collateral; and (ii) the Application, Account Application, such other
    documents, opinions, certificates and other items as the Bank may reasonably
    request.

(b) It shall be a condition precedent to the Bank's considering making any
    Advance or renewing any Interest Period for an Advance or issuing any Letter
    of Credit that on the date of each such Advance or the renewal of such
    Interest Period or issuance of such Letter of Credit, as the case may be,
    the following statements shall be true (and each such request for an Advance
    or renewal of an Interest Period for an Advance or for the ISSUANCE of a
    Letter of Credit shall constitute a reaffirmation of all Obligations, and a
    representation and warranty by the Borrower and all other Loan Parties that
    on the date of making or renewing such Advance or issuance of such Letter of
    Credit such statements are true): (i) The Borrower has paid the Facility Fee
    and/or Letter of Credit Fee payable in connection with this Agreement; (ii)
    The representations and warranties contained in Section 29 are true and
    correct with respect to each Loan Party on and as of the date of such
    Advance or issuance of such Letter of Credit; (iii) No event has occurred or
    is continuing or would result from the making or renewal of such Advance or
    issuance of such Letter of Credit which would constitute a Remedy Event or
    an event, act or condition which, with the passage of time or notice, or
    both, would constitute a Remedy Event; and (iv) The Borrower has made a
    request in accordance with, and has otherwise complied with the other
    provisions of Section 2 of this Agreement, and (v) there is sufficient
    Borrowing Power of Eligible Collateral.

REMEDIES
24.

(a) Upon the occurrence of a Remedy Event, the Bank may, at the Bank's option,
    instruct MLPF&S to cancel any open orders and close any and all outstanding
    contracts, liquidate all or any part of the Collateral, withdraw and/or sell
    any such Collateral, and apply any or all of the Collateral, as well as the
    proceeds of any such Collateral, to the payment of any outstanding
    Obligations, and/or (in the Bank's discretion) for deposit into the Cash
    Collateral Account to be held as Cash Collateral (pursuant to Section 2 (f)
    above) for the payment of Reimbursement Obligations and other amounts which
    may become due with respect to outstanding Letters of Credit or other
    obligations. The Loan Parties will be responsible for any decrease in the
    Value of the Collateral occurring prior to or during liquidation. Upon the
    occurrence of a Remedy Event, the Bank may also setoff against any amount
    owing to the Bank under this Agreement, any securities, cash or other
    property of the Borrower or any Guarantor (or any Pledgor to the extent such
    securities, cash or other property is Collateral or proceeds of Collateral)
    including, without limitation the Cash Collateral Account and any deposit
    account of such person with the Bank or its designee (including any deposit
    with the Bank made in connection with the ISA account) in the Bank's
    possession or control, directly or through MLPF&S as the Bank's agent or in
    the possession or control of any other member of the Merrill Lynch Group.

(b) The Bank may exercise any or all of the Bank's rights under this Section 24
    without further demand for additional Collateral, or notice of sale or
    purchase, or other notice or advertisement.

(c) At all times, there shall be maintained in the Securities Account and Cash
    Collateral Account Eligible Collateral with an aggregate Maintenance Value
    sufficient to meet the Maintenance Requirement in effect. If at any time the
    Maintenance Value of the Eligible Collateral is less than the Maintenance
    Requirement and Borrower has not reduced the Outstanding Principal Balance
    or deposited in the Securities Account and/or Cash Collateral Account
    additional funds and/or Eligible Collateral with an aggregate Maintenance
    Value sufficient to increase the Value of all Eligible Collateral to at
    least the Maintenance Requirement, then the Bank may, at that Bank's option,
    from time to time, and without any obligation on the Bank's part to give
    notice, instruct MLPF&S to cancel any open orders and close any or all
    outstanding contracts, liquidate the Collateral, withdraw and/or sell any or
    all Collateral and any proceeds of the Collateral and apply any or all of
    the Collateral, as well as the proceeds of any such Collateral, to the
    payment of any outstanding Obligations, and/or (in the Bank's discretion)
    for deposit into the Cash Collateral Account to be held as Cash Collateral
    (pursuant to Section 2 (b) above) for the payment of Reimbursement
    Obligations and other amounts which may become due with respect to
    outstanding Letters of Credit or other Obligations.

(d) Any sales or purchases made pursuant to this Section 24 may be made at the
    Bank's discretion on any exchange or other market where such business is
    usually transacted, or at public auction or private sale, and the Bank or
    the Bank's agent may be the purchaser for the Bank's or the Bank's agent's
    own account. It is understood that the giving of any prior demand or call or
    prior notice of the time and place of such sale or purchase by the Bank or
    the Bank's agent will not be considered a waiver of the Bank's right to sell
    or buy without any such demand, call or notice as provided in this
    Agreement.

(e) With respect any Advance, Borrower agrees to pay to the Bank additional
    charges, if any, payable under Section 8 above, if the Principal Amount of
    such Advance is reduced pursuant to this


                                                                               8
<PAGE>

    Section on any date other than the last day of an Interest Period.

(f) In addition to the Bank's rights and remedies described in this Agreement,
    the Bank shall have the right to exercise any one or more of the rights and
    remedies of a secured creditor under the UCC or any other applicable law.
    All the rights and remedies which are available to the Bank under this
    Agreement or otherwise are cumulative and are in addition to any and all
    other rights and remedies which are otherwise available to the Bank either
    at law, equity, under related documents or otherwise. The Bank may exercise
    any one or more of such rights and remedies simultaneously or successively.

OTHER ACCOUNT PROVISIONS

25.  MLPF&S and each Loan Party acknowledge that no VISA(R) card, funds transfer
     services, wire transfer, check writing or margin capabilities exist or will
     be permitted with respect to the Securities Account without the Bank's
     prior written consent. This Agreement does not create any obligations or
     duties on MLPF&S to any Loan Party greater than or in addition to the
     customary and usual obligations and duties which MLPF&S has as a
     stockbroker and custodian of securities, except to the extent expressly
     provided in this Agreement. All transactions in the Securities Account are
     subject to the constitution, rules, regulations, customs and usages of the
     exchange or market and its clearinghouse, if any, on which MLPF&S or its
     agents (including MLPF&S' subsidiaries and affiliates) execute such
     transactions. Each Pledgor agrees to pay customary brokerage fees in
     connection with any transactions in the Securities Account made in
     accordance with this Agreement.

ACCOUNT HOLDERS

26.  Unless indicated otherwise on the Account Application, the Applicant shall
     be the legal owner (the "accountholder") of the Securities Account. If more
     than one natural person signs the Application as Applicant or Co-Applicant,
     each such person shall be accountholder of the Securities Account. With
     respect to natural persons, the legal ownership of the Securities Account
     shall be in such form as the Applicant or Co-Applicant instructs in the
     Account Application. In the event no designation is made, the Bank and
     MLPF&S are authorized to deal with the accountholders as tenants in common
     (without right of survivorship). Upon the occurrence of any event that
     causes a change in legal ownership of the Securities Account, (including,
     without limitation, death of an accountholder or divorce of married
     accountholders), all accountholders or the surviving accountholder, as the
     case may be, shall immediately give the Bank and MLPF&S written notice
     thereof, and the Bank or MLPF&S may, in such event, take such action,
     including requiring such documents or imposing such restrictions on the
     Securities Account, as the Bank or MLPF&S may deem necessary in the
     circumstances. Subject to the limitations in this Agreement, the
     accountholder, the estate of a deceased accountholder and a departing
     accountholder by assignment or divorce shall remain liable jointly and
     severally for any obligations to the Bank or MLPF&S arising in connection
     with the Loan, each Letter of Credit or the Securities Account. Subject to
     the limitations in this Agreement, in the event of any such change of
     ownership of the Securities Account, MLPF&S is authorized to divide or
     retitle the Securities Account in accordance with the form of legal
     ownership of the Securities Account as reflected on the records of MLPF&S
     or by written instructions of the Bank and the accountholder(s), or by
     obtaining a court order, as MLPF&S and the Bank may reasonably determine is
     appropriate in the circumstances. With respect to natural persons, unless
     agreed otherwise among the accountholders in a writing provided to MLPF&S,
     joint accounts designated "with right of survivorship" (e.g. JTWROS) shall,
     subject to the Bank's rights under this Agreement, vest the interest of a
     deceased accountholder in the surviving accountholder(s) and Securities
     Accounts designated "without right of survivorship" (e.g. TIC) shall,
     subject to the Bank's rights under this Agreement, entitle the estate of a
     deceased accountholder and the surviving accountholder(s) to equal shares
     of the Securities Account. All accountholders agree to indemnify and hold
     harmless MLPF&S and the Bank against any liability, loss or expense
     incurred from acting in accordance with this Agreement in the event of a
     change in ownership of the Loan, a Letter of Credit or any Obligations,
     rights or interest under this Agreement or the Securities Account.
     Accountholders may not change ownership of the Securities Account except in
     accordance with this Section 26, and subject to the Bank's Security
     Interest. No change in ownership of the Securities Account will be
     effective until the change is consented to by the Bank and reflected in the
     account records of MLPF&S. All statements, notices or other communications
     sent or given to one accountholder by the Bank or MLPF&S shall be
     considered notice to all accountholders.

HOLD HARMLESS; ARBITRATION WITH MLPF&S

27. Each Loan Party hereby agrees to hold harmless MLPF&S, its affiliates
    (excluding the Bank), and its employees from any and all claims,
    liabilities, and/or damages, in any way related to, or arising out of, or in
    connection with, (i) granting the Security Interest, (ii) exercise of the
    Bank's rights under this Agreement, including any action or inaction by
    MLPF&S in following the Bank's instructions regarding the Securities Account
    in accordance with this Agreement, and (iii) the use of any proceeds or
    funds drawn under any Letter of Credit. EACH LOAN PARTY AGREES THAT ALL
    CONTROVERSIES WHICH MAY ARISE BETWEEN MLPF&S AND ANY LOAN PARTY CONCERNING
    THE SECURITIES ACCOUNT, INCLUDING, BUT NOT LIMITED TO, THOSE INVOLVING ANY
    TRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER
    AGREEMENT BETWEEN MLPF&S AND SUCH LOAN PARTY, WHETHER ENTERED INTO PRIOR TO,
    ON OR SUBSEQUENT TO THE DATE HEREOF SHALL BE DETERMINED BY ARBITRATION. ANY
    ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK
    STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC., OR AN ARBITRATION
    FACILITY PROVIDED BY ANY OTHER EXCHANGE, THE NATIONAL ASSOCIATION OF
    SECURITIES DEALERS, INC. OR THE MUNICIPAL SECURITIES RULEMAKING BOARD, AND
    IN ACCORDANCE WITH ITS ARBITRATION RULES THEN IN FORCE. EACH LOAN PARTY MAY
    ELECT IN THE FIRST INSTANCE WHETHER ARBITRATION SHALL BE CONDUCTED BEFORE
    THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC., OTHER
    EXCHANGES, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR THE
    MUNICIPAL SECURITIES RULEMAKING BOARD, BUT IF SUCH LOAN PARTY FAILS TO MAKE
    SUCH ELECTION, BY REGISTERED LETTER OR TELEGRAM ADDRESSED TO THE BANK AT THE
    OFFICE WHERE THE SECURITIES ACCOUNT IS MAINTAINED, BEFORE THE EXPIRATION OF
    FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM MLPF&S TO MAKE SUCH
    ELECTION, THEN MLPF&S MAY MAKE SUCH ELECTION. JUDGMENT UPON THE AWARD OF THE
    ARBITRATORS MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
    JURISDICTION. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
    ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT
    AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR
    WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH
    RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:

    I. THE CLASS CERTIFICATION IS DENIED;

    II. THE CLASS IS DECERTIFIED; OR

    III. THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.

    SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE
    A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED
    HEREIN. EACH LOAN PARTY UNDERSTANDS AND EACH LOAN PARTY AND MLPF&S AGREES
    THAT:

-   ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

-   THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE
    RIGHT TO JURY TRAIL.

-   PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
    COURT PROCEEDINGS.


                                                                               9
<PAGE>

-   THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
    REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS
    BY THE ARBITRATORS IS STRICTLY LIMITED.

-   THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
    WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS SECTION APPLIES SOLELY TO
TRANSACTIONS BETWEEN MLPF&S AND THE LOAN PARTIES IN CONNECTION WITH THE
SECURITIES ACCOUNT AND THAT THIS SECTION DOES NOT OTHERWISE PERTAIN TO THE
FACILITY, THE LOAN OR THE ADVANCES MADE HEREUNDER, ANY LETTER OF CREDIT OR ANY
OBLIGATIONS RELATED TO THE FOREGOING.

FINANCIAL AND CREDIT INFORMATION

28.  Borrower and each other Loan Party agrees:

(a) To notify the Bank immediately, in writing, of any change in such Person's
    financial condition or prospects which would adversely affect such Person's
    ability to repay or perform any Obligation(s) to the Bank according to the
    terms of this Agreement;

(b) To supply to the Bank such current financial information or other
    information as the Bank may reasonably request from time to time;

(c) That the Bank and any member of the Merrill Lynch Group may share with one
    another and any affiliated companies, or any Person authorized by such
    Person, for legitimate business purposes, any information about such Person
    which each may currently possess or obtain in the future, unless such Loan
    Party notifies the Bank at the time of application for the Loan or Letter of
    Credit that such Loan Party does not agree to such sharing of information;

(d) That the Bank, or anyone authorized by the Bank, may obtain, from time to
    time, third party credit and investigative reports with respect to such Loan
    Party, and may answer any questions about the Bank's credit experience with
    such Loan Party; and

(e) That there may be additional documentation required to be filed or executed
    by such Loan Party from time to time by applicable law or the policies and
    procedures of MLPF&S or the Bank, and each Loan Party agrees to comply with
    any requests for additional documents.

WARRANTIES AND COVENANTS

29. On a continuing basis, Borrower and each other Loan Party (to the extent
    applicable) warrants and covenants to the Bank that:

(a) Except for the Bank's rights established under this Agreement, such Loan
    Party owns the Collateral free of any interest or lien in favor of any third
    party (other than any subordinated interest MLPF&S may have in the
    Securities Account);

(b) The Security Interest is and shall remain a perfected and valid first
    priority lien and security interest upon the Collateral;

(c) No Loan Party will pledge or hypothecate the Collateral or grant a security
    interest in the Collateral to any third party during the term of this
    Agreement;

(d) With respect to the issuer of any securities in the Securities Account, the
    Loan Parties and their respective affiliates, in the aggregate, are not the
    beneficial owners of more than five (5%) percent of the number of
    outstanding shares of any class of equity securities;

(e) With respect to any securities in the Securities Account, no Loan Party
    controls the issuer of such securities and such securities are not otherwise
    "restricted securities" (as defined in Rule 144 of the Securities Act of
    1933) nor are such securities otherwise subject to any restrictions on
    pledge or transfer except as expressly disclosed to the Bank in writing;

(f) The Loan proceeds and the proceeds of each draw on Letters of Credit will be
    used only in accordance with Section 4 above;

(g) Each Loan Party which is not a natural person has been duly organized or
    formed under the jurisdiction of its organization or formation, and is in
    good standing under the laws of the jurisdiction of its organization or
    formation and is duly qualified to do business in all jurisdictions in which
    the nature of its activities requires such qualification;

(h) Each Loan Party has the full right, power and authority to make, execute,
    deliver and perform its obligations under this Agreement and the execution,
    delivery and performance of this Agreement and the documents contemplated by
    this Agreement and consummation of the transactions contemplated by this
    Agreement have been duly authorized by all necessary action on the part of
    such Loan Party;

(i) Neither the execution, delivery or performance by Borrower or any other Loan
    Party of this Agreement and the related documents, the consummation of the
    transactions contemplated by this Agreement, nor compliance with the
    provisions of this Agreement will (i) violate any law, regulation, order,
    judgment or decree binding on any Loan Party, (ii) violate or conflict with,
    as applicable, any Loan Party's articles or certificate of incorporation,
    by-laws, partnership agreement or other organizational or governing
    documents, (iii) conflict with, cause a breach of, constitute a default
    under, because for the acceleration of the maturity of, or create or result
    in the creation or imposition of any lien, charge or encumbrance (other than
    in the Bank's favor) on any of a Loan Party's property under, any agreement,
    note indenture, instrument or other undertaking to which a Loan Party is a
    party;

(j) No order, consent, license, authorization, recording or
    registration is required to authorize or is required in connection with the
    execution, delivery, and performance of, or the legality, validity, binding
    effect or enforceability of, this Agreement, any documents executed or
    delivered in connection with this Agreement or any transactions contemplated
    by this Agreement (including, without limitation, the issuance of any Letter
    of Credit);

(k) There are no actions, suits, litigations or investigations, pending or
    threatened, against any Loan Party that could (i) have a material adverse
    effect on the business, condition (financial or otherwise), obligations,
    operations, performance, properties or prospects of such Loan Party, or (ii)
    affect any Loan Party's ability to enter into and perform its obligations
    under this Agreement or any of the transactions contemplated by this
    Agreement (including, without limitation, the issuance of any Letter of
    Credit);

(l) The operations of the Loan Parties are and have been in compliance in all
    respects with all federal, state and local laws and regulations, including,
    without limitation, tax, environmental and health and safety laws and
    regulations;

(m) Since the date of the most recent financial statements of each Loan Party
    delivered to the Bank, there has been no material adverse change in the
    business, condition (financial or otherwise), obligations, operations,
    performance, properties or prospects of any Loan Party;

(n) After giving effect to the Loan or any Letter of Credit, (i) the present
    fair value of the assets of each Loan Party (plus, in the event a Loan Party
    is a partnership, the sum of the excess of the fair value of each general
    partner's nonpartnership assets over such general partner's nonpartnership
    debts) exceeds the total amount of the liabilities of each Loan Party
    (including, without limitation, contingent liabilities), (ii) each Loan
    Party has capital and assets sufficient to carry on its business, (iii) each
    Loan Party is not engaged and is not about to engage in a business or a
    transaction for which its remaining assets are unreasonably small in
    relation to such business or transaction and (iv) each Loan Party does not
    intend to incur or believe that it will incur debts beyond its ability to
    pay as they become due. No Loan Party be rendered insolvent by the
    execution, delivery and performance of this Agreement or the documents
    relating to this Agreement or by the consummation of the transactions
    contemplated under this Agreement; and


(o) The location of each Loan Party's primary residence, if such Loan Party is a
    natural person, or, if such Loan Party is not a natural person, such Loan
    Party chief executive office and, if different, the location of such Loan
    Party's principal place of business, are set forth in the Application (or
    with respect to Guarantors and Pledgors, in the


                                                                              10
<PAGE>

    Account Application or other documentation delivered in connection with this
    Agreement), and each Loan Party agrees to provide the Lender with not less
    that 30 days' prior written notice of any change of those locations.

MISCELLANEOUS

30. This Agreement shall be binding upon and inure to the benefit of the heirs,
    legal representatives successors and assigns of all the parties to this
    Agreement. The Bank may assign at the Bank's sole option all or part of the
    Bank's rights, obligations and remedies under this Agreement Loan Party may
    assign its rights, interests or obligations under this Agreement or any
    document, Loan or Letter of Credit related to this Agreement

31

(a)  BORROWER'S APPLICATION WILL BE ACCEPTED BY THE BANK IN THE STATE OF UTAH,
     AND ALL DECISIONS MADE BY THE BANK WITH RESPECT TO THE LOAN AND LETTERS OF
     CREDIT WILL BE MADE IN UTAH. THE TERMS OF THIS AGREEMENT WITH RESPECT TO
     THE BANK SHALL BE GOVERNED BY AND INTERPRETED UNDER THE FEDERAL LAWS OF THE
     UNITED STATES AND THE STATE OF UTAH, EXCEPT THAT: (I) WITH RESPECT TO THE
     SECURITIES ACCOUNT AND THE SECURITY INTEREST, THIS AGREEMENT SHALL BE
     GOVERNED BY AND INTERPRETED UNDER THE INTERNAL LAWS OF THE STATE OF NEW
     YORK; AND (II) THE LETTERS OF CREDIT SHALL BE GOVERNED BY THE GOVERNING LAW
     SET FORTH IN SUCH LETTER OF CREDIT (PROVIDED THAT THE REIMBURSEMENT
     OBLIGATIONS AND OTHER OBLIGATIONS OF EACH LOAN PARTY SHALL BE GOVERNED BY
     THE LAW GOVERNING THIS AGREEMENT). NONRESIDENT ALIENS AND FOREIGN
     CORPORATIONS AGREE THAT THE FORM OF OWNERSHIP FOR THE SECURITIES ACCOUNT
     SHALL BE GOVERNED (NOTWITHSTANDING THE LAWS OF ANY OTHER JURISDICTION TO
     THE CONTRARY) BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

(b)  EACH LOAN PARTY AGREES TO SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF
     UTAH AND THE FEDERAL COURTS IN UTAH FOR THE PURPOSES OF ANY SUIT, ACTION OR
     PROCEEDING ARISING OUT OF THIS AGREEMENT AND THE OBLIGATION AND EACH LOAN
     PARTY CONSENTS TO SERVICE OF PROCESS BY CERTIFIED MAIL TO THE ADDRESS OF
     EACH LOAN PARTY ON RECORD WITH THE BANK.

(c)  WAIVER OF JURY TRIAL. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW
     WITH CANNOT BE WAIVED, EACH LOAN PARTY AND THE BANK HEREBY WAIVES AND
     COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
     OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
     ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED
     UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW
     EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OR OTHERWISE.
     EACH LOAN PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE BANK THAT THE
     PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE
     BANK HAS RELIED, IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT
     AND ANY DOCUMENT RELATED THERETO. THE BANK MAY FILE AN ORIGINAL COUNTERPART
     OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY
     LOAN PARTY, AS THE CASE MAY BE, TO THE WAIVER OF ITS RIGHTS TO TRIAL BY
     JURY.

32. No amendment of any provision of this Agreement shall be effective unless
    such amendment is in writing and signed by the Borrower and the Bank.

33. The heading of each provision of this Agreement is for descriptive purposes
    only and shall not be deemed to modify or qualify any of the rights or
    obligations described in each such provision.

34. If any provision of this Agreement is held to be invalid, illegal, void or
    unenforceable, by reason of any law, rule, administrative order or judicial
    or arbitral decision, such determination shall not affect the validity of
    the remaining provisions of this Agreement.

35. This Agreement (as modified, supplemented and amended) constitutes the
    entire agreement between and among Borrower, the other Loan Parties, the
    Bank and MLPF&S regarding the matters contemplated by this Agreement, and
    supersedes any and all prior agreements (whether written or oral) and may
    not be contradicted by evidence of any alleged oral agreement.

SPECIAL PROVISIONS RELATED TO LETTERS OF CREDIT

36. Each Letter of Credit which may be issued shall be subject to the following
    terms and provisions, and the Loan Parties agree to the following terms and
    provisions in order to induce the Bank to enter into the Facility and to
    consider the issuance of Letters of Credit.

(a) Limitation of Liability. (i) The obligation of the Borrower (or any
    Guarantor) to pay any Reimbursement Obligation to the Bank shall be
    absolute, unqualified, irrevocable and payable in the manner and method
    provided for under this Agreement irrespective of any one or more of the
    following circumstances: (A) any lack of validity or enforceability of this
    Agreement, any Letter of Credit, or any other agreement, application,
    amendment, guaranty, security agreement or instrument relating thereto, (B)
    if there is more than one Loan Party, any change in the time, manner or
    place of payment of or in any other term of all or any of the Obligations of
    any other Loan Party, (C) the existence of any claim, set-off, defense or
    other right that a Loan Party may have at any time against any beneficiary
    or any transferee of any Letter of Credit (or any person or entity for whom
    any such beneficiary or transferee may be acting), the Bank or any other
    Person, whether in connection with any transaction contemplated by this
    Agreement or any unrelated transaction (D) any exchange, release or
    nonperformance of any property or collateral, or release or amendment or
    waiver of or consent to depart from the terms of any guarantee or security
    agreement, for all or any of the Obligations, (E) any payment by the Bank
    against a draft, certificate or other document presented under a Letter of
    Credit containing one or more non material or inconsequential discrepancies,
    which discrepancies cause such presentation not to comply exactly with the
    terms and conditions of the Letter of Credit, (F) any failure by the Bank to
    issue a Letter of Credit (or any amendment thereto) as requested, (G) any
    claim or potential claim for breach of warranty by the Bank or any Loan
    Party against the beneficiary of any Letter of Credit, (H) any previous
    Obligation, whether or not paid, arising from the Bank's payment against any
    Draft, certificate or other document which appeared on its face to be signed
    or presented by the proper party but was in fact signed or presented by a
    party posing as the proper party, and (I) any action or inaction taken or
    suffered by the Bank or any of its correspondents in connection with any
    Letter of Credit or any related Draft, certificate or other document or
    property, if taken in good faith (i.e., honesty in fact in the conduct or
    transaction concerned, "Good Faith") and in conformity with applicable U.S.
    or foreign laws, or Letter of Credit practices. (ii) Without limiting any
    other provision of this Agreement, the Bank and any of its correspondents:
    (A) may rely upon any oral, telephonic, telegraphic, facsimile, electronic,
    written or other communication in Good Faith believed to have been
    authorized by a Loan Party or a beneficiary, whether or not given or signed
    by an authorized person, (B) shall not be responsible for errors, omissions,
    interruptions or delays in transmission or delivery of any message, advice
    or document in connection with any Letter of Credit, whether transmitted by
    courier, mail, telex, any other telecommunication, or otherwise (whether or
    not they be in cipher), or for errors in interpretation of technical terms
    or in translation (and the Bank and its correspondents may transmit Letter
    of Credit terms without translating them), (C) shall not be responsible for
    the identity or authority of any signer or the form, accuracy, genuineness,
    falsification or legal effect of any Draft, certificate or other documents
    presented under any Letter of Credit if such Draft, certificate or other
    documents on their face appear to be in order, (D) shall not be responsible
    for any acts or omissions by or the solvency of the beneficiary of any
    Letter of Credit or any other person or entity having any role in any
    transaction underlying any Letter of Credit, (E) may accept or pay as
    complying with the terms


                                                                              11
<PAGE>

    and conditions of a Letter of Credit any Draft, certificate or other
    documents appearing on their face (1) substantially to comply with the terms
    and conditions of a Letter of Credit, (2) to be signed or presented by or
    issued to any successor of the beneficiary or any other party in whose name
    the Letter of Credit requires or authorizes that any Draft, certificate or
    other document be signed, presented or issued, including any administrator,
    executor, personal representative, trustee in bankruptcy, debtor in
    possession, liquidator, receiver, or successor by merger or consolidation,
    or any other person or entity acting as the representative of or in place of
    any of the foregoing, or (3) to have been signed, presented or issued after
    a change of name of the beneficiary, (F) may disregard (1) any requirement
    stated in a Letter of Credit that a Draft, certificate or other document be
    presented to it at a particular hour or place, and (2) any discrepancies
    that do not reduce the value of the beneficiary's performance to the
    Borrower in any transaction underlying a Letter of Credit, (G) shall not be
    responsible for the effectiveness or suitability of any Letter of Credit for
    any Loan Party's or beneficiaries' purpose, or be regarded as the drafter of
    a Letter of Credit regardless of any assistance that the Bank may, in its
    discretion, provide to any Person in preparing the text of a Letter of
    Credit or amendment thereto, (H) shall not be liable to any Loan Party or
    any other party for any consequential or special damages or for any damages
    resulting from any change in the value of any goods or other property
    covered by any Letter of Credit, (I) may honor a previously dishonored
    presentation under a Letter of Credit, whether pursuant to court order, to
    settle or compromise any claim that it wrongfully dishonored, or otherwise,
    and shall be entitled to reimbursement to the same extent as if it had
    initially honored plus reimbursement of any interest paid by it, (J) may
    honor, upon receipt, any drawing that is payable upon presentation of a
    statement advising negotiation or payment (even if such statement indicates
    that a Draft, certificate or other document is being separately delivered)
    and shall not be liable for any failure of any Draft, certificate or other
    document to arrive or to conform in any way with the Draft, certificate or
    other document referred to in the statement or any underlying contract, and
    (K) may pay any paying or negotiating bank (designated or permitted by the
    terms of a Letter of Credit) claiming that it rightfully honored under the
    laws or practices of the place where it is located. None of the
    circumstances described in this paragraph shall place the Bank or any of its
    correspondents under any resulting liability to Borrower or any other
    Person. All directions and correspondence relating to each Letter of Credit
    are to be sent at the risk of the Loan Party and the beneficiary, and the
    Bank shall not be liable or responsible for any inaccuracy, interruption,
    error or delay in transmission or delivery by post, telegraph or cable or
    for the accuracy of any translation.

(b) Independence. The Loan Parties acknowledge that the rights and obligations
    of the Bank under each Letter of Credit are independent of the existence,
    performance or nonperformance of any contract or arrangement underlying the
    Letter of Credit, including contracts or arrangements between the Bank and
    any Loan Party and between any Loan Party and the beneficiary of the Letter
    of Credit. The Bank shall have no duty to notify Borrower or any other
    Person of its receipt of any Draft, certificate or other document presented
    under any Letter of Credit or of its decision to honor the Letter of Credit.
    The Bank may, without incurring any liability to Borrower or any other
    Person, or impairing its entitlement to reimbursement under this Agreement,
    honor a Letter of Credit despite notice from Borrower or any other Person
    of, and without any duty to inquire into, any defense to payment or any
    adverse claims or other rights against the beneficiary of the Letter of
    Credit or any other Person. The Bank shall have no duty to request or
    require the presentation of any document, including any default certificate,
    not required to be presented under the terms and conditions of a Letter of
    Credit. The Bank shall have no duty to seek any waiver of discrepancies from
    Borrower or any other Person or to grant any waiver of discrepancies which
    Borrower or any other Person approves or requests. The Bank shall have no
    duty to extend the expiration date or term of any Letter of Credit or to
    issue a replacement letter of credit on or Before the expiration date of the
    Letter of Credit or the end of such term.

(c) Non-Documentary Conditions. The Bank is authorized (but shall not be
    required) to disregard any non-documentary conditions stated in a Letter of
    Credit.

(d) Transfers; Information Exchange. Letters of Credit shall generally be
    non-transferable. However, if, at Borrower's request and in the sole
    discretion of the Bank, a Letter of Credit is issued in transferable form,
    the Bank shall have no duty to determine the property identity of anyone
    appearing in any transfer request, Draft, certificate or other document as
    transferee, nor shall the Bank be responsible for the validity or
    correctness of any transfer. The Bank may exchange information about this
    Agreement, any Letter of Credit and related documents with its affiliates,
    subsidiaries and proposed transferees.

(e) Extensions and Modifications of a Letter of Credit. This Agreement shall be
    binding upon Borrower and each other Loan Party with respect to any
    extension or modification of any Letter of Credit made at Borrower's request
    or with Borrower's consent or otherwise made in the reasonable discretion of
    the Bank. Each Loan Party's obligations to the Bank under this Agreement
    shall not be reduced or impaired in any way by any agreement by the Bank and
    the beneficiary of a Letter of Credit extending the Bank's time to honor and
    to give notice of discrepancies and is binding on the Borrower and each
    other Loan Party.

(f) Additional Collateral. In addition to the other provisions of this Agreement
    regarding the obligation to provide Cash Collateral, if at any time any
    party shall seek to restrain or preclude payment of or drawing under a
    Letter of Credit or any court shall extend the term of a Letter of Credit or
    take any action which has a similar effect, then, in each case, Borrower
    shall provide the Bank with Cash Collateral satisfactory to the Bank as
    described in Section 2 (f). As further security for the Obligations, the
    Loan Parties hereby pledge and grant to the Bank a security interest in all
    claims in respect of any transaction underlying any Letter of Credit. The
    liens against any collateral pledged to the Bank hereunder or with respect
    to the Obligations, shall remain in effect until the Bank's liability under
    each Letter of Credit is extinguished and the Obligations are indefensibly
    paid in full. Collateral securing a negotiable Letter of Credit will be
    retained for 30 days (or more, if the above conditions are not satisfied)
    following expiry of such Letter of Credit.

(g) Special Covenants. The Loan Parties will comply with all foreign and U.S.
    Legal Requirements (including foreign exchange control regulations, U.S.
    foreign assets control regulations and other trade-related regulations) now
    or later applicable to any Letter of Credit, transactions related to any
    Letter of Credit, or the execution, delivery and performance under this
    Agreement and the related documents.

(h) Special Representations. Each Loan Party hereby represents and warrants
    that: (i) there is no pending or threatened action which may materially
    adversely affect its financial condition or business or which purports to
    affect the validity or enforceability of any Letter of Credit or any
    transaction related to any Letter of Credit; and (ii) neither the granting
    of any collateral security for the Obligations, nor the issuance of any
    Letter of Credit, nor the making of any payment thereunder or the use of any
    proceeds thereof, constitutes or will constitute, or be part of, a
    preferential or fraudulent transfer or conveyance to any one (including the
    Bank and the beneficiary of any Letter of Credit) under any applicable law,
    including Section 544, 547, 548 or 550 of the United States Bankruptcy Code.
    Each request by Borrower for a Letter of Credit shall constitute the
    representation and warranty of the Loan Parties that the foregoing
    statements are true and correct as if made on the date of such request.

MISCELLANEOUS INDEMNITIES

37. The Borrower and each Guarantor, (jointly and severally) on demand, will
    indemnify the Bank and its officers, agents, controlling persons, employees
    and affiliates (each an "Indemnified Party") against, and defend and hold
    such Indemnified Parties harmless from and against:

(a) any cost or increased cost in maintaining the Facility, the Securities
    Account, the


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<PAGE>

    Obligations, all or any part of any Advance, any Letter of Credit or any
    other amount outstanding under this Agreement or any reduction in the
    effective return to the Bank under this Agreement or in the rate of overall
    return on its capital below that which it would have been able to achieve
    but for its entering into or giving effect to this Agreement, in each case,
    which, in the Bank's determination, is sustained or incurred directly or
    indirectly as a consequence of, or of compliance with, any present or future
    law or regulation or any directive or the like (whether or not having the
    force of law) of any governmental or other regulatory body or authority
    including any law, regulation, directive or the like relating to reserve
    assets, liquidity or monetary control or affecting the manner in which the
    Bank allocates capital resources to its obligations under this Agreement;

(b) any funding and any other cost, expense or liability [including loss of
    profit, reasonable legal fees (at all levels and in any Bankruptcy
    proceeding) and taxes] sustained or incurred by the Bank (1) to render this
    Agreement (including the Security Interest) or any Letter of Credit
    enforceable and/or admissible in evidence in any enforcement proceedings
    commenced by the Bank in connection with this Agreement or a Letter of
    Credit, (2) in connection with the administration of, or in protecting or
    enforcing the Bank's rights under, this Agreement, any amendment thereto
    and/or any Letter of Credit, including any Bankruptcy proceeding, (3) as a
    result of the occurrence or continuance of any Remedy Event (whether in
    connection with any act or thing done as set out in Section 11 or
    otherwise), or (4) as a result of the receipt or recovery by the Bank of all
    or any part of an Advance or an overdue sum otherwise than on the last day
    of an Interest Period applicable to an advance or, as the case may be, a
    period selected by the Bank and applicable to that overdue sum;

(c) any stamp, documentary, registration or similar tax payable in connection
    with this Agreement, any Advance or the entry into, registration,
    performance, enforcement or admissibility in evidence of this Agreement
    and/or any such amendment, supplement or waiver, promptly and in any event
    before any interest or penalty becomes payable, together with any liability
    with respect to or resulting from any delay in paying or omission to pay any
    such tax; and

(d) any and all claims, damages, judgments, penalties, costs and expenses
    (including attorney fees and court costs now or hereafter arising from the
    enforcement of this clause) arising directly or indirectly from (i) the
    activities of each Loan Party and/or any of its affiliates, its predecessors
    in interest, guarantors, or third parties with whom it has a contractual
    relationship (collectively, the "Borrower Parties"), (ii) this Agreement,
    the Advances and/or any Letter of Credit issued hereunder, or (iii) the
    violation by any of the Loan Parties or Borrower Parties of any Legal
    Requirement, whether such claims, damages, judgments, or penalties, are
    asserted by any governmental agency or any other person; provided that no
    Indemnified Parties need be indemnified for any costs, expenses or
    liabilities to the extent caused solely by such Indemnified Parties' gross
    negligence or willful misconduct. The indemnities and other provisions set
    forth in this Section shall survive the termination of this Agreement.


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