AMENDED AND RESTATED




Published CUSIP Number: 94105JAD7



AMENDED AND
RESTATED

REVOLVING
CREDIT AND TERM LOAN AGREEMENT



Dated as
of January 12, 2006

by and among

WASTE
CONNECTIONS, Inc.

AND ITS SUBSIDIARIES

(the "Borrowers")

THE LENDING
INSTITUTIONS PARTY HERETO

(the "Lenders")

and

BANK OF
AMERICA, N.A.,

as Administrative Agent

with

DEUTSCHE BANK SECURITIES, INC.

as Syndication Agent 



BANC OF AMERICA SECURITIES LLC

and

DEUTSCHE BANK
SECURITIES, INC.

as Joint Lead Arrangers and Joint Book
Managers

and

WELLS FARGO BANK, CALYON NEW YORK BRANCH 

and UNION BANK OF CALIFORNIA

as Documentation Agents 




 1.DEFINITIONS AND RULES OF
INTERPRETATION.*
 1.1.Definitions*

 1.2.Rules of Interpretation*



 2.THE REVOLVING CREDIT FACILITY.*
 2.1.Commitment to Lend*

 2.2.Reduction of Total Revolving Credit Commitment*

 2.3.Evidence of Indebtedness; Revolving Credit Notes*

 2.4.Interest on Revolving Credit Loans*

 2.5.Requests for Revolving Credit Loans*

 2.6.Funds for Revolving Credit Loans*

 2.7.Maturity of the Revolving Credit Loans*

 2.8.Mandatory Repayments of the Revolving Credit Loans*

 2.9.Optional Prepayments or Repayments of Revolving Credit Loans*

 2.10.Swing Line Loans; Settlements*



 3.LETTERS OF CREDIT.*
 3.1.Letter of Credit Commitments*
 3.1.1. Commitment to Issue Letters of Credit*

 3.1.2. Letter of Credit Applications*

 3.1.3. Terms of Letters of Credit*

 3.1.4. Reimbursement Obligations of Lenders*

 3.1.5. Participations of Lenders*

 3.1.6. Existing Letters of Credit*

 3.1.7. Auto Extension Letters of Credit*



 3.2.Reimbursement Obligation of the Borrowers*

 3.3.Letter of Credit Payments*

 3.4.Obligations Absolute*

 3.5.Role of Issuing Lender*

 3.6.Letter of Credit Amounts*

 3.7.Applicability of ISP*



 4.THE TERM LOAN FACILITY.*
 4.1.Commitment to Lend*

 4.2.Evidence of Indebtedness; Term Notes*

 4.3.Scheduled Installment Payments of Principal of Term Loan*

 4.4.Mandatory Prepayments of Loans*
 4.4.1. Mandatory Prepayments*

 4.4.2. Application of Payments*



 4.5.Optional Prepayment of Term Loan*

 4.6.Interest on Term Loan*

 4.7.Pari Passu Treatment of Term Loans*



 5.FEES, PAYMENTS, AND COMPUTATIONS; JOINT AND SEVERAL LIABILITY.*
 5.1.Fees*

 5.2.Payments*

 5.3.Computations*

 5.4.Capital Adequacy*

 5.5.Certificate*

 5.6.Interest on Overdue Amounts*

 5.7.Interest Limitation*

 5.8.Election of Eurodollar Rate; Notice of Election; Interest Periods;
Minimum Amounts*

 5.9.Eurodollar Indemnity*

 5.10.Illegality; Inability to Determine Eurodollar Rate*

 5.11.Additional Costs, Etc*

 5.12.Replacement of Lenders*

 5.13.Concerning Joint and Several Liability of the Borrowers*



 6.REPRESENTATIONS AND WARRANTIES.*
 6.1.Corporate Authority*

 6.2.Governmental Approvals*

 6.3.Title to Properties; Leases*

 6.4.Financial Statements; Solvency*

 6.5.No Material Changes, Etc*

 6.6.Permits, Franchises, Patents, Copyrights, Etc*

 6.7.Litigation*

 6.8.No Materially Adverse Contracts, Etc*

 6.9.Compliance With Other Instruments, Laws, Etc*

 6.10.Tax Status*

 6.11.No Event of Default*

 6.12.Holding Company and Investment Company Acts*

 6.13.Absence of Financing Statements, Etc*

 6.14.Employee Benefit Plans*

 6.15.Use of Proceeds*
 6.15.1. General*

 6.15.2. Regulations U and X*

 6.15.3. Ineligible Securities*



 6.16.Environmental Compliance*

 6.17.Perfection of Security Interests*

 6.18.Transactions with Affiliates*

 6.19.Subsidiaries*

 6.20.True Copies of Charter and Other Documents*

 6.21.Disclosure*

 6.22.Capitalization*

 6.23.Foreign Assets Control Regulations, Etc*

 6.24.Guarantees of Excluded Subsidiaries*



 7.AFFIRMATIVE COVENANTS OF THE BORROWERS.*
 7.1.Punctual Payment*

 7.2.Maintenance of Offices*

 7.3.Records and Accounts*

 7.4.Financial Statements, Certificates and Information*

 7.5.Legal Existence and Conduct of Business*

 7.6.Maintenance of Properties*

 7.7.Insurance*

 7.8.Taxes*

 7.9.Inspection of Properties, Books, and Contracts*

 7.10.Compliance with Laws, Contracts, Licenses and Permits; Maintenance
of Material Licenses and Permits*

 7.11.Environmental Indemnification*

 7.12.Further Assurances*

 7.13.Notice of Potential Claims or Litigation*

 7.14.Notice of Certain Events Concerning Insurance and Environmental
Claims*

 7.15.Notice of Default*

 7.16.New Subsidiaries*

 7.17.Employee Benefit Plans*

 7.18.Notice of Permitted Debt Offerings*



 8.CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.*
 8.1.Restrictions on Indebtedness*

 8.2.Restrictions on Liens*

 8.3.Restrictions on Investments*

 8.4.Merger, Consolidation and Disposition of Assets*
 8.4.1. Mergers and Acquisitions*

 8.4.2. Disposition of Assets*



 8.5.Sale and Leaseback*

 8.6.Restricted Payments and Redemptions*

 8.7.Employee Benefit Plans*

 8.8.Negative Pledges*

 8.9.Business Activities*

 8.10.Transactions with Affiliates*

 8.11.Subordinated Debt*



 9.FINANCIAL COVENANTS.*
 9.1.Leverage Ratio*

 9.2.Senior Funded Debt to EBITDA*

 9.3.Interest Coverage Ratio*

 9.4.Consolidated Net Worth*

 9.5.Capital Expenditures*



 10.CLOSING CONDITIONS.*
 10.1.Corporate Action*

 10.2.Loan Documents, Etc*

 10.3.Certificate of Secretary; Good Standing Certificates*

 10.4.Validity of Liens*

 10.5.Perfection Certificates and UCC Search Results*

 10.6.Certificates of Insurance*

 10.7.Legal Opinions*

 10.8.Environmental Permit Certificate*

 10.9.Payment of Fees*

 10.10.Closing Certificate*

 10.11.Intentionally Omitted.*

 10.12.Subordinated Debt*

 10.13.Payoff*

 10.14.Closing Documentation, Etc*



 11.CONDITIONS OF ALL LOANS.*
 11.1.Representations True; No Event of Default*

 11.2.Performance; No Event of Default*

 11.3.No Legal Impediment*

 11.4.Governmental Regulation*

 11.5.Proceedings and Documents*



 12.COLLATERAL SECURITY.*

 13.EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT.*
 13.1.Events of Default and Acceleration*

 13.2.Termination of Commitments*

 13.3.Remedies*

 13.4.Distribution of Collateral Proceeds*



 14.SETOFF.*

 15.THE ADMINISTRATIVE AGENT.*
 15.1.Appointment and Authorization*

 15.2.Rights as a Lender*

 15.3.Exculpatory Provisions*

 15.4.Reliance by Administrative Agent*

 15.5.Delegation of Duties*

 15.6.Resignation of Administrative Agent*

 15.7.Non-Reliance on Administrative Agent and Other Lenders*

 15.8.No Other Duties, Etc*

 15.9.Closing Documentation, Etc*

 15.10.Payments.*
 15.10.1. Payments to Administrative Agent*

 15.10.2. Distribution by Administrative Agent*

 15.10.3. Delinquent Lenders*



 15.11.Holders of Notes*

 15.12.Indemnity*

 15.13.Notification of Defaults and Events of Default*

 15.14.Duties in the Case of Enforcement*

 15.15.Administrative Agent May File Proofs of Claim*

 15.16.Duties of Syndication Agent and Documentation Agents*



 16.EXPENSES AND INDEMNIFICATION.*
 16.1.Expenses*

 16.2.Indemnification*

 16.3.Survival*



 17.SURVIVAL OF COVENANTS, ETC.*

 18.ASSIGNMENTS AND PARTICIPATION.*

 19.PARTIES IN INTEREST.*

 20.NOTICES, ETC.*
 20.1.Notices Generally*

 20.2.Electronic Communications*



 21.TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION*
 21.1.Prior Notification*

 21.2.Other*



 22.MISCELLANEOUS.*

 23.ENTIRE AGREEMENT, ETC.*

 24.WAIVER OF JURY TRIAL.*

 25.GOVERNING LAW.*

 26.Consents, Amendments, Waivers, Etc.*

 27.Borrowers' Representative.*

 28.Severability.*

 29.EXISTING Credit Agreement.*
 29.1.Existing Credit Agreement Superseded*

 29.2.Interest and Fees under Superseded Agreement*



 30.USA PATRIOT ACT.*






Schedules
& Exhibits
Exhibit AForm of Loan and Letter of Credit
Request

Exhibit BForm of Compliance Certificate

Exhibit CForm of Environmental Compliance Certificate

Exhibit DForm of Assignment and Acceptance

Exhibit EForm of Joinder Agreement

Exhibit FForm of Instrument of Accession

Schedule 1Lenders; Commitments; Commitment
Percentages

Schedule 2Subsidiaries; Excluded Subsidiaries

Schedule 3.1Letters of Credit

Schedule 4.3Term Loan Installment Payments

Schedule 6.7Litigation

Schedule 6.16Environmental Matters

Schedule 6.18Transactions with Affiliates

Schedule 7.7Self Insurance Programs

Schedule 8.2(j)Scheduled Contracts

Schedule 8.2(k)Existing Liens

Schedule 8.3Existing Investments





AMENDED AND RESTATED REVOLVING 

CREDIT AND
TERM LOAN AGREEMENT



This AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT is made as of January 12, 2006 (the "Credit
Agreement"), by and among (a)  WASTE CONNECTIONS, INC.,
a Delaware corporation (the "Parent"), the Subsidiaries of the
Parent identified on Schedule 2 hereto (collectively with the
Parent, the "Borrowers"), (b) BANK OF AMERICA,
N.A., a national banking association having a place of business at 100
Federal Street, Boston, Massachusetts 02110 (acting in its individual capacity,
"Bank of America"), and the other banks and
lending institutions which are identified on Schedule 1 attached hereto
(collectively, the "Lenders"), (c) BANK OF AMERICA,
N.A., as administrative agent for the Lenders (the
"Administrative Agent"), and (d) DEUTSCHE BANK
SECURITIES, INC., as syndication agent for the Lenders (the
"Syndication Agent").



W I T N
E S S E T H:

WHEREAS, the Borrowers and the Administrative Agent are
party to that certain Amended and Restated Revolving Credit Agreement dated as
of November 17, 2004, (as amended and in effect as of the date hereof, the
"Existing Credit Agreement"); and

WHEREAS, the Borrowers have requested, among other
things, additional financing and the Lenders are willing to provide such
financing on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements set forth herein below, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that on the Closing Date, the Existing
Credit Agreement shall be amended and restated in its entirety by this Credit
Agreement, the terms of which are as follows:


	DEFINITIONS AND RULES OF
INTERPRETATION.



	Definitions

.

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

Acceding Lender.  See
 18(g).

Accountants.  An independent accounting firm of
national standing reasonably acceptable to the Required Lenders and the
Administrative Agent.

Administrative Agent.  See Preamble.

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

Affected Lender.  See  5.12.

Affiliate.  Any Person that would be considered to be
an affiliate of any other Person under Rule 144(a) of the Rules and Regulations
of the Securities and Exchange Commission, as in effect on the date hereof, if
such other Person were issuing securities.

Applicable Base Rate Margin.  The
applicable margin with respect to Base Rate Loans as set forth in the Pricing
Table.

Applicable Commitment Rate.  The
applicable rate with respect to the Commitment Fee as set forth in the Pricing
Table.

Applicable Eurodollar Margin.  The applicable margin
with respect to Eurodollar Loans as set forth in the Pricing Table.

Applicable Laws.  See  7.10.

Applicable L/C Margin.  The applicable margin with
respect to the Letter of Credit Fee as set forth in the Pricing Table.

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

Assignment and Acceptance.  See  18(a).

Balance Sheet Date.  December 31, 2004.

Bank of America.  See Preamble.

Bank Product Obligations.  Every obligation of
each Borrower and its Subsidiaries under and in respect of any one or more of
the following types of services or facilities extended to such Borrower or such
Subsidiary by the Administrative Agent, any Lender or any Affiliate of the
Administrative Agent or any Lender:  (i) credit and purchase cards, (ii)
cash management or related services, including, without limitation, controlled
disbursement services, and (iii)  agreements for treasury management services,
including, without limitation, intraday credit, Automated Clearing House (ACH)
services, foreign exchange services, daylight overdrafts and zero balance
arrangements.

Base Rate. For any day a fluctuating rate per annum
equal to the higher of (a) the Federal Funds Rate plus one half of one percent
(0.5%) and (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its "prime rate."  The
"prime rate" is a rate set by Bank of America based upon various
factors including Bank of America's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.  Any change
in such rate announced by Bank of America shall take effect at the opening of
business on the date specified in the public announcement of such change.

Base Rate Loans.  Loans bearing interest
calculated by reference to the Base Rate.

Borrowers.  The Parent and the Subsidiaries other than
the Excluded Subsidiaries.

Business Day.  Any day on which banking
institutions in Boston, Massachusetts and New York, New York are open for the
transaction of banking business.

Capital Assets.  Fixed assets, both tangible (such as
land, buildings, fixtures, machinery and equipment) and intangible (such as
patents, copyrights, trademarks, franchises and goodwill); provided
that Capital Assets shall not include (a) any item customarily charged
directly to expense or depreciated over a useful life of twelve (12) months or
less in accordance with generally accepted accounting principles, or (b)
any item obtained through an acquisition permitted by  8.4 hereof.

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

Capital Stock.  Any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation) and any and all warrants, rights or options to purchase any of
the foregoing but excluding any debt security that is convertible into or
exchangeable in whole or in part for Capital Stock prior to such conversion.

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

CERCLA.  See definition of Release.

Certified.  With respect to the financial statements
of any Person, such statements as audited by a firm of independent auditors,
whose report expresses the opinion, without qualification, that such financial
statements present fairly the financial position of such Person.

CFO.  See  7.4(b).

Closing Date.  The date on which the conditions
precedent set forth in  10 are satisfied.

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

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

Commitment. With respect to each Revolving Credit
Lender, the amount determined by multiplying such Lender's Commitment Percentage
by the Total Revolving Credit Commitment, as the same may be increased or
reduced from time to time pursuant to the provisions hereof, or if such
Commitment is terminated pursuant to the provisions hereof, zero.

Commitment Fee.  See  5.1.

Commitment Percentage.  With respect to each
Revolving Credit Lender, the percentage set forth on
Schedule 1 hereto as such Lender's percentage of the Total
Revolving Credit Commitment (subject to adjustment in accordance with  18).

Compliance Certificate.  See  7.4(c).

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

Consolidated Earnings Before Interest and Taxes or
EBIT.  For any period, the Consolidated Net Income (or Deficit) of the
Borrowers determined in accordance with GAAP, plus (a) interest expense,
(b) income taxes, (c) non-cash stock compensation charges, to the extent that
such charges were deducted in determining Consolidated Net Income (or Deficit),
all as determined in accordance with GAAP, including, without limitation,
charges for stock options and restricted stock grants, (d) minority interest
expense, (e) non-cash extraordinary non-recurring writedowns or writeoffs of
assets, including non-cash losses on the sale of assets outside the ordinary
course of business, (f) any losses associated with the extinguishment of
Indebtedness of the Borrowers, (g) special charges relating to the termination
of a Swap Contract and (h) any accrued settlement payments in respect of any
Swap Contract owing by the Borrowers minus (i) non-cash extraordinary
gains on the sale of assets to the extent included in Consolidated Net Income
(or Deficit) and (j) any accrued settlement payments in respect of any Swap
Contact payable to the Borrowers.

Consolidated Earnings Before
Interest, Taxes, Depreciation, and Amortization or EBITDA.  For any period
(without duplication), (a) EBIT plus the depreciation expense and
amortization expense, to the extent that each was deducted in determining
Consolidated Net Income (or Deficit), determined in accordance with GAAP,
plus (b) the depreciation expense and amortization expense (without
duplication) of any company whose EBIT was included under clause (c) hereof,
plus (c) EBIT for the prior twelve (12) months of companies acquired by
the Borrowers during the respective reporting period (without duplication)
provided that (i) the financial statements of such acquired
companies have been audited for the period sought to be included by an
independent accounting firm satisfactory to the Administrative Agent, or (ii)
the Administrative Agent consents to such inclusion after being furnished with
other acceptable financial statements, and provided further that
such acquired EBIT may be further adjusted to add-back non-recurring private
company expenses which are discontinued upon acquisition (such as owner's
compensation), as approved by the Administrative Agent.  Simultaneously with the
delivery of the financial statements referred to in (i) and (ii) above, the CFO
of the Parent shall deliver to the Administrative Agent a Compliance Certificate
and appropriate documentation certifying the historical operating results,
adjustments and balance sheet of the acquired company.

Consolidated Net Income (or
Deficit).  The consolidated net income (or deficit) of the Borrowers
after deduction of all expenses, taxes, and other proper charges, determined in
accordance with GAAP.

Consolidated Net Worth.  Consolidated shareholders'
equity of the Borrowers determined in accordance with GAAP.

Consolidated Total Assets.  All assets
of the Borrowers determined on a consolidated basis in accordance with GAAP.

Consolidated Total Funded Debt.
With respect to the Borrowers, the sum, without duplication, of (a) the
aggregate amount of Indebtedness of the Borrowers on a consolidated basis,
relating to (i) the borrowing of money or the obtaining of credit, including the
issuance of notes, bonds, debentures or similar debt instruments, (ii) in
respect of any Capitalized Leases and Synthetic Leases, (iii) the non-contingent
deferred purchase price of assets and companies (typically known as holdbacks)
to the extent recognized as a liability of any Borrower in accordance with GAAP,
but excluding (A) short-term trade payables incurred in the ordinary course of
business and (B) the Pierce County Put, and (iv) any unpaid reimbursement
obligations with respect to letters of credit outstanding, but excluding any
contingent obligations with respect to letters of credit outstanding;
plus (b) Indebtedness of the type referred to in clause (a) of another
Person who is not a Borrower guaranteed by the Borrowers.

Consolidated Total Interest Expense.  For any period,
the aggregate amount of interest required to be paid or accrued by the Borrowers
during such period on all Indebtedness of the Borrowers outstanding during all
or any part of such period, whether such interest was or is required to be
reflected as an item of expense or capitalized, including payments consisting of
interest in respect of any Capitalized Lease or any Synthetic Lease and
including commitment fees, agency fees, facility fees, balance deficiency fees
and similar fees or expenses in connection with the borrowing of money, but (a)
excluding (i) any amortization and other non-cash charges or expenses
incurred during such period to the extent included in determining consolidated
interest expense, including without limitation, non-cash amortization of
deferred debt origination and issuance costs and amortization of accumulated
other comprehensive income, (ii) all amounts associated with the unwinding or
termination of any Swap Contract, (iii) any accrued settlement payments in
respect of any Swap Contract payable to the Borrowers and (iv) to the extent
included as an item of interest expense, any premium paid to repurchase or
redeem any of the Convertible Subordinated Notes, and (b) including any
accrued settlement payments in respect of any Swap Contract owing by the
Borrowers.

Consolidated Total Liabilities.  All liabilities of
the Borrowers and any Receivables SPV determined on a consolidated basis in
accordance with GAAP and classified as such on the consolidated balance sheet of
the Borrowers.

Conversion Request.  A notice given by the Borrowers
to the Administrative Agent of the Borrowers' election to convert or continue a
Loan in accordance with  5.8.

Convertible Subordinated Notes.  The
2022 Convertible Subordinated Notes or any replacement or refinancing of the
2022 Convertible Subordinated Notes effectuated in accordance with  8.11
herein.

Credit Agreement.  See Preamble.

Debtor Relief Laws.  The Bankruptcy Code
of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to  time in effect and
affecting the rights of creditors generally.

Default.  See  13.

Delinquent Lender.  See  15.5.3.

Disposal (or Disposed).  See definition of
Release.

Distribution.  The declaration or payment of any
dividend or distribution on or in respect of any shares of any class of Capital
Stock (other than dividends or other distributions payable solely in shares of
Capital Stock); the purchase, redemption, or other retirement of any shares of
any class of Capital Stock, directly or indirectly through a Subsidiary or
otherwise; the return of equity capital by any Person to its shareholders,
partners or members as such; or any other distribution on or in respect of any
shares of any class of Capital Stock.

Dollars or $.  Dollars in lawful currency of
the United States of America.

Drawdown Date.  The date on which any Loan is
made or is to be made, and the date on which any Loan is converted or continued
in accordance with  5.8, or the date that any draft or other form of demand for
payment is honored with respect to a Letter of Credit.

Eligible Assignee.  Any of (a) a Lender, (b) an
Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than
a natural person) approved by (i) the Administrative Agent and (ii) unless a
Default or an Event of Default has occurred and is continuing, the Parent (each
such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include
the Borrowers, or their Subsidiaries or any of their Affiliates.

Eligible Foreign Lender.  (a) Any commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the
"OECD"), or a political subdivision of any such country,
provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is also
a member of the OECD; or (b) the central bank of any country which is a member
of the OECD.

Employee Benefit Plan.  Any employee
benefit plan within the meaning of  3(3) of ERISA maintained or contributed to
by the Borrowers or any ERISA Affiliate, other than a Guaranteed Pension Plan or
a Multiemployer Plan.

Environmental Laws.  See  6.16(a).

EPA.  See  6.16(b).

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

ERISA Affiliate.  Any Person which is treated
as a single employer with the Borrowers under  414 of the Code.

ERISA Reportable Event.  A reportable
event with respect to a Guaranteed Pension Plan within the meaning of  4043 of
ERISA and the regulations promulgated thereunder.

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

Eurodollar Interest Determination
Date.  For any Interest Period, the date two Eurodollar Business Days
prior to the first day of such Interest Period.

Eurodollar Loans.  Revolving Credit Loans and
all or any portion of the Term Loan bearing interest calculated by
reference to the Eurodollar Rate.

Eurodollar Rate.  For any Interest Period with
respect to a Eurodollar Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters
(or other commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period.  If such rate is not
available at such time for any reason, then the "Eurodollar Rate" for
such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on
the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be offered by
Bank of America's London Branch to major banks in the London interbank
eurodollar market at their request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period.

Event of Default.  See  13.

Evergreen Option. The option of the Parent to
acquire up to 299.5 shares of Class A Common Stock of Evergreen National
Indemnity Company, an Ohio property and casualty insurance company d/b/a
Evergreen/UNI ("Evergreen"), up to 2,088.5 shares of Class B
Common Stock of Evergreen and up to one-half share of Class C Common Stock of
Evergreen on or before March 31, 2008.

Evergreen Shares. Collectively, the 299.5 shares of
Class A Common Stock of Evergreen, 2,088.5 shares of Class B Common Stock of
Evergreen and one-half share of the Class C Common Stock of Evergreen currently
owned by the Parent and pledged to Evergreen.

Excluded Assets.  The containers, vehicles, equipment
and inventory in which the Lenders are precluded from taking a security interest
pursuant to any Scheduled Contract during the term of such Scheduled
Contract.

Excluded Subsidiaries.  Each of the
Subsidiaries listed on Schedule 2 hereto under the heading "Excluded
Subsidiaries" and any other Subsidiaries that constitute an investment
permitted under  8.3(l) of this Agreement.

Existing Credit Agreement.  See preamble.

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

Fees.  Collectively, the Commitment Fee, the Letter of
Credit Fees, the fees payable pursuant to the fee letters, and any other fees
payable hereunder or under the other Loan Documents.

Financial Affiliate.  A subsidiary of the bank
holding company controlling any Lender, which subsidiary is engaging in any of
the activities permitted by  4(e) of the Bank Holding Company Act of 1956 (12
U.S.C.  1843).

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

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

generally accepted
accounting principles or GAAP. Generally accepted
accounting principles in the United States of America.  Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time;
provided that if the Borrowers notify the Administrative Agent
that the Borrowers request an amendment to any provision hereof to eliminate the
effect of any change occurring after December 31, 2003 in GAAP or in the
application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrowers that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
provision has been amended in accordance herewith.

Governmental Authority.  The government of the
United States or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court , central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).

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

Hazardous Substances.  Any
hazardous waste, as defined by 42 U.S.C.  6903(5), any hazardous substances as
defined by 42 U.S.C.  9601(14), any pollutant or contaminant as defined by 42
U.S.C.  9601(33) and any toxic substances, oil or hazardous materials or other
chemicals or substances regulated by any Environmental Laws.

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



	every obligation of such Person for money
borrowed,


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


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


	the net present value (using the Base Rate as the
discount rate) of every obligation of such Person issued or assumed as the
deferred purchase price of property or services (including securities repurchase
agreements but excluding (A) trade accounts payable or accrued liabilities
arising in the ordinary course of business which are not overdue or which are
being contested in good faith and (B) contingent purchase price obligations
solely to the extent that the contingency upon which such obligation is
conditioned has not yet occurred),


	every obligation of such Person under any Capitalized
Lease,


	every obligation of such Person under any Synthetic
Lease,


	all sales by such Person of (A) accounts or general
intangibles for money due or to become due, (B) chattel paper, instruments or
documents creating or evidencing a right to payment of money or (C) other
receivables (collectively, "Receivables"), whether pursuant to
a purchase facility or otherwise, other than in connection with the disposition
of the business operations of such Person relating thereto or a disposition of
defaulted Receivables for collection and not as a financing arrangement, and
together with any obligation of such Person to pay any discount, interest, fees,
indemnities, penalties, recourse, expenses or other amounts in connection
therewith, provided, however, that sales referred to in clauses (B) and
(C) shall not constitute Indebtedness to the extent that such sales are non-
recourse to such Person;


	every obligation of such Person (an "equity related
purchase obligation") to purchase, redeem, retire or otherwise acquire for
value any Capital Stock of any class issued by such Person, or any rights
measured by the value of such Capital Stock,


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


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


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

The "amount" or "principal amount" of any
Indebtedness at any time of determination represented by (v) any Indebtedness,
issued at a price that is less than the principal amount at maturity thereof,
shall be the amount of the liability in respect thereof determined in accordance
with generally accepted accounting principles, (w) any Capitalized Lease shall
be the principal component of the aggregate of the rentals obligation under such
Capitalized Lease payable over the term thereof that is not subject to
termination by the lessee, (x) any sale of Receivables shall be the amount of
unrecovered capital or principal investment of the purchaser (other than the
Borrowers) thereof, excluding amounts representative of yield or interest earned
on such investment, (y) any Synthetic Lease shall be the stipulated loss
value, termination value or other equivalent amount and (z) any equity related
purchase obligation shall be the maximum fixed redemption or purchase price
thereof inclusive of any accrued and unpaid dividends to be comprised in such
redemption or purchase price.

Ineligible Securities.  Securities which may
not be underwritten or dealt in by member banks of the Federal Reserve System
under Section 16 of the Banking Act of 1993 (12 U.S.C.  24, Seventh), as
amended.

Instrument of Accession.  See
 18(g).

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

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



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


	if any Interest Period with respect to a Base Rate Loan
would end on a day that is not a Business Day, that Interest Period shall end on
the next succeeding Business Day;


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


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


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

ISP.  With respect to any Letter of Credit, the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may
be in effect at the time of issuance).

Interim Balance Sheet Date.
September 30, 2005.

IRBs.  Industrial revenue bonds or solid waste
disposal bonds or similar tax-exempt bonds issued by or at the request of the
Borrowers.

IRB Letters of Credit.  See
 3.1(a).

Issuer Documents.  With respect to any Letter
of Credit, the Letter of Credit Application, and any other document, agreement
and instrument entered into by the Issuing Lender and the Borrowers or in favor
of the Issuing Lender and relating to any such Letter of Credit.

Issuing Lender.  Bank of America.

Joint Lead Arrangers.  Banc of America
Securities LLC and Deutsche Bank Securities Inc.

L/C Supported IRBs.  IRBs backed by IRB
Letters of Credit.

Lenders. The lending institutions listed on
Schedule 1 hereto and any other Person who becomes an
assignee of any rights and obligations of a Lender or becomes a Lender pursuant
to  4.7 or  18.

Letter of Credit
Applications.  Letter of Credit Applications in such form as may be
agreed upon by the Borrowers and the Administrative Agent from time to time
which are entered into pursuant to  3 hereof, as such Letter of Credit
Applications are amended, varied or supplemented from time to time.

Letter of Credit Fee.  See
 5.1(b).

Letter of Credit Participation.
See  3.1.4.

Letters of Credit. See  3.1.1.

Letter of Credit Expiration
Date.  The day that is thirty days prior to the Revolving
Credit Maturity Date (or if such day is not a Business Day, the next preceding
Business Day).

Letter of Credit Obligations.  As
of any date, the sum of the Maximum Drawing Amount as of such date and all
Unpaid Reimbursement Obligations as of such date.  For purposes of computing the
amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 3.6.  For all
purposes of this Credit Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the International Standby Practices,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

Leverage Ratio.  See  9.1.

Loan and Letter of Credit
Request.  See  2.5.

Loan Documents.  This Credit Agreement, the
Notes, the Letter of Credit Applications, the Letters of Credit, and the
Security Documents, each as amended and in effect from time to time.

Loans.  Collectively, the Revolving Credit Loans, the
Swing Line Loans and, to the extent applicable,  the Term Loan.

Material Adverse Effect.  With respect
to any event or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration or governmental investigation or
proceeding):


	a material adverse effect on the business,
properties, prospects, condition (financial or otherwise), assets, operations or
income of the Borrowers; or


	any impairment of the validity, binding effect or
enforceability of this Credit Agreement or any of the other Loan Documents, any
impairment of the material rights, remedies or benefits available to the
Administrative Agent or any Lender under any Loan Document or any impairment of
the attachment, perfection or priority of the Liens created by the Security
Documents.

In determining whether any individual event could reasonably
be expected to result in a Material Adverse Effect, notwithstanding that such
event does not of itself have such effect, a Material Adverse Effect shall be
deemed to have occurred if the cumulative effect of such event and all other
then existing events could reasonably be expected to result in a Material
Adverse Effect.

Maximum Drawing Amount.  The maximum
aggregate amount from time to time that the beneficiaries may draw under
outstanding Letters of Credit.

Maximum Rate.  With respect to each Lender, the
maximum lawful nonusurious rate of interest (if any) which under Applicable Law
such Lender may charge the Borrowers on the Loans and other Obligations from
time to time.

Multiemployer Plan.  Any multiemployer plan
within the meaning of  3(37) of ERISA maintained or contributed to by the
Borrowers or any ERISA Affiliate.

Net Cash Proceeds.  The gross cash
proceeds received by a Person in respect of any asset sale, less the sum
of (a) all reasonable out-of-pocket fees, commissions and other reasonably and
customary direct expenses actually incurred in connection with such asset sale,
including the amount of any transfer or documentary taxes required to be paid by
such Person in connection with such asset sale, and (b) the aggregate amount of
cash so received by such Person which is required to be used to retire (in whole
or in part) any Indebtedness (other than under the Loan Documents) of such
Person permitted by this Credit Agreement that was secured by a lien or security
interest permitted by this Credit Agreement having priority over the liens and
security interests (if any) of the Administrative Agent (for the benefit of the
Administrative Agent and the Lenders) with respect to such assets transferred
and which is required to be repaid in whole or in part (which repayment, in the
case of any other revolving credit arrangement or multiple advance arrangement,
reduces the commitment thereunder) in connection with such asset sale.

Net Financing Proceeds.  With respect to
any equity or debt issuance (other than an equity issuance made in connection
with the conversion of existing Indebtedness to equity), the net cash proceeds
received by such Person for such equity or debt issuance after deduction of all
reasonable and customary transaction expenses (including, without limitation,
underwriting discounts and commissions) actually incurred in connection with
such a sale or other issuance.

Non-U.S. Lender.  See  5.2(d).

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

Obligations.  All indebtedness,
obligations and liabilities of the Borrowers to any of the Lenders or the
Administrative Agent, individually or collectively, existing on the date of this
Credit Agreement or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under this Credit Agreement or any of the other Loan
Documents, under any Swap Contract between the Borrowers and any Lender (or
affiliate thereof), or in respect of any Bank Product Obligations or any of the
Loans made or Reimbursement Obligations incurred or the Letters of Credit or any
other instrument at any time evidencing any thereof.

Parent.  See Preamble.

Participant.  See  18(b).

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

Performance Letter of Credit.  A Letter of Credit
which is not a Financial Letter of Credit.

Permitted Debt Offering.  One or more
issuance(s) of Indebtedness by the Parent (other than an issuance of
Subordinated Debt made in connection with the prepayment, purchase, replacement
or refinancing of the 2022 Convertible Subordinated Notes effectuated in
accordance with  8.11 herein), provided that such Indebtedness (a) is
unsecured, (b) is issued pursuant to documentation containing market terms, and
(c) does not exceed $200,000,000 in the aggregate.

Permitted Debt
Offering Maturity Event.  The date on which the aggregate
amount of principal payments, principal returns, and/or redemptions in respect
of a Permitted Debt Offering shall exceed $50,000,000 (other than with respect
to the repayment of any Permitted Debt Offering with Loan proceeds pursuant to
 6.15.1(b)), unless such event is waived or postponed in writing by the Required
Lenders.

Permitted Liens.  See  8.2.

Permitted Receivables Transactions.  Any sale or sales
of, and/or securitization of, or transfer of, any Receivables of the Borrowers
pursuant to which (a) the Receivables SPV realizes aggregate net proceeds of not
more than $100,000,000 at any one time outstanding, including, without
limitation, any revolving purchase(s) of Receivables where the maximum aggregate
uncollected purchase price (exclusive of any deferred purchase price) for such
Receivables at any time outstanding does not exceed $100,000,000, (b) the
Receivables shall be transferred or sold to the Receivables SPV at fair market
value or at a market discount, and shall not exceed $125,000,000 in the
aggregate at any one time and (c) obligations arising therefrom shall be non-
recourse to the Borrower and its Subsidiaries (other than the Receivables
SPV).

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

Pierce County LLC.  Pierce County
Recycling, Composting and Disposal, LLC, a Washington limited liability
company.

Pierce County Management.  Pierce County
Landfill Management, Inc., a Delaware corporation.

Pierce County Put.  The put option of
the minority interest holders in both Pierce County LLC and Pierce County
Management, the exercise of which would obligate the Parent to purchase the
additional interests of both Pierce County LLC and Pierce County Management for
cash.

Post-Closing Facility Increase.  See  18(g).

Pricing Table.


	
Level
	
Leverage Ratio
	
Applicable

Eurodollar

Margin

(per annum)
	
Applicable Base Rate Margin 

(per annum)
	
Applicable

L/C Margin

(per annum)
	
Applicable

Commitment Rate

(per annum)

	
I.
	
Greater than or equal to 3.25:1
	
1.50%
	
0.00%
	
1.50%
	
0.375%

	
II.
	
Greater than or equal to 2.75:1 but less than
3.25:1
	
1.25%
	
0.00%
	
1.25%
	
0.250%

	
III.
	
Greater than or equal to 2.25:1 but less than
2.75:1
	
1.00%
	
0.00%
	
1.00%
	
0.20%

	
IV.
	
Less than 2.25:1
	
0.875%
	
0.00%
	
0.875%
	
0.175%





Any change in the applicable margin shall become effective on
the first day after receipt by the Lenders of financial statements delivered
pursuant to  7.4(a) or (b) which indicate a change in the Leverage Ratio.  If at
any time such financial statements are not delivered within the time periods
specified in  7.4(a) or (b), the applicable margin shall be the highest rate set
forth in the respective column of the Pricing Table, subject to adjustment upon
actual receipt of such financial statements.  Notwithstanding the above, the
pricing for the period commencing on the Closing Date until the date on which
the Borrowers deliver to the Administrative Agent a Compliance Certificate for
the fiscal quarter ending March 31, 2006 shall be no lower than as set forth for
Level III in the table above.

Pro Forma Interest Expense.  The annual
interest obligations at the current rates of interest on existing Indebtedness
of the Borrowers and the Indebtedness to be assumed or incurred in connection
with an acquisition.

RCRA.  See definition of Release.

Real Property.  All real property heretofore,
now, or hereafter owned or leased by the Borrowers.

Receivables SPV.  Any one or more direct or
indirect wholly-owned Subsidiaries of the Parent formed for the sole purpose of
engaging in Permitted Receivables Transactions, and which engage in no business
activities other than those related to Permitted Receivables Transactions.

Reference Period.  As of any date of
determination, the period of four (4) consecutive fiscal quarters of the
Borrowers ending on such date, or if such date is not a fiscal quarter end date,
the period of four (4) consecutive fiscal quarters most recently ended (in each
case treated as a single accounting period).

Register.  See  18(d).

Reimbursement Obligation.  The Borrowers' obligation
to reimburse the Administrative Agent and the Revolving Credit Lenders on
account of any drawing under any Letter of Credit as provided in  3.2.

Related Parties.  With respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

Release.  Shall have the meaning specified in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C.   9601 et seq. ("CERCLA") and the
term "Disposal" (or "Disposed") shall have the
meaning specified in the Resource Conservation and Recovery Act of 1976, 42
U.S.C.   6901 et seq. ("RCRA") and regulations
promulgated thereunder; provided that in the event either CERCLA
or RCRA is amended so as to broaden the meaning of any term defined thereby,
such broader meaning shall apply as of the effective date of such amendment and
provided further, to the extent that the laws of a state wherein the
property lies establishes a meaning for "Release" or
"Disposal" which is broader than specified in either CERCLA or RCRA,
such broader meaning shall apply.

Replacement Lender.  See  5.12.

Replacement Notice.  See  5.12.

Required Lenders.  As of any date, any
combination of Lenders the sum of whose aggregate Revolving Credit Commitments
and outstanding principal amount of the Term Loan constitute at least fifty-one
percent (51%) of the sum of the Total Revolving Credit Commitment and the total
outstanding principal amount of the Term Loan or, if the Total Revolving Credit
Commitment has been terminated or if the Revolving Credit Loan Maturity Date has
occurred, any combination of Lenders holding at least fifty-one percent (51%) of
the total outstanding principal amount of the Loans and the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations of Letters of Credit on such
date.

Reserve Rate.  The rate, expressed as a
decimal, at which the Lenders would be required to maintain reserves under
Regulation D of the Board of Governors of the Federal Reserve System (or any
subsequent or similar regulation relating to such reserve requirements) against
"Eurocurrency Liabilities" (as such term is defined in Regulation D),
or against any other category of liabilities which might be incurred by the
Lenders to fund Eurodollar Loans, if such liabilities were outstanding.

Restricted Payment. Any (a) Distribution, (b) payment
or prepayment by any Borrower or any Subsidiary to (i) such Borrowers' or such
Subsidiaries shareholders (or other equity holders), in each case, other than to
another Borrower, or (ii) to any Affiliate of such Borrower or such Subsidiary
or any Affiliate of such Borrower's or such Subsidiary's shareholders (or other
equity holders), in each case, other than to another Borrower or (c) derivatives
or other transactions with any financial institution, commodities or stock
exchange or clearinghouse (a "Derivatives Counterparty")
obligating such Borrower or such Subsidiary to make payments to such Derivatives
Counterparty as a result of any change in market value of any Capital Stock of
such Borrower or such Subsidiary.

Revolving Credit Lenders.  The Lenders
set forth on Schedule 1 as Revolving Credit Lenders, acting in
their role as makers of Revolving Credit Loans or as participants with respect
to Letters of Credit, together with any other Person who becomes an assignee of
any rights and obligations of a Revolving Credit Lender pursuant to  18.

Revolving Credit Loans.  Revolving credit loans
made or to be made by the Revolving Credit Lenders to the Borrowers pursuant to
 2.

Revolving Credit Maturity Date.  The earlier of
(i) January 12, 2011 and (ii) the occurrence of the Permitted Debt Offering
Maturity Event.

Revolving Credit Notes.  To the extent requested by
any Revolving Credit Lender, the promissory notes of the Borrowers evidencing
the Revolving Credit Loans made or to be made by such Lender hereunder.

Revolving Credit Note Record.  A
record with respect to a Revolving Credit Note.

Scheduled Contracts.  The certain contracts referenced
in Schedule 8.2(j) hereto, as the same may be amended from time to time.

Securities Pledge Agreement.  The
Amended and Restated and Consolidated Master Securities Pledge Agreement, to be
dated as of the Closing Date, as amended and in effect from time to time, by and
between certain of the Borrowers and the Administrative Agent, pursuant to which
such Borrowers pledge 100% of the Capital Stock of the Subsidiaries (or in the
case of a foreign Subsidiary, 65% of the same) to the Administrative Agent for
the benefit of the Lenders.

Security Agreement.  The Amended and Restated
Security Agreement among the Borrowers and the Administrative Agent, to be dated
as of the Closing Date, as amended and in effect from time to time.

Security Documents.  The Security Agreement,
the Securities Pledge Agreement, and any other instruments or documents
evidencing or perfecting the Administrative Agent's (or collateral agent's) lien
on the assets of the Borrowers for the benefit of the Lenders.

Senior Funded Debt.  At any time of
determination, an amount equal to Consolidated Total Funded Debt minus
the aggregate principal amount of Subordinated Debt outstanding as of such
date.

Settlement.  The making or receiving of payments, in
immediately available funds, by the Lenders to or from the Administrative Agent
in accordance with  2.10 hereof to the extent necessary to cause each such
Lender's actual share of the outstanding amount of the Revolving Credit Loans to
be equal to such Lender's Commitment Percentage of the outstanding amount of
such Revolving Credit Loans, in any case when, prior to such action, the actual
share is not so equal.

Settlement Amount.  See  2.10(b).

Settlement Date.  See  2.10(b).

Settling Lender.  See  2.10(b).

Subordinated Debt.  The Convertible
Subordinated Notes, in an aggregate principal amount not to exceed $175,000,000
issued pursuant to the 2022 Notes Indenture and any other unsecured Indebtedness
of the Borrowers that is expressly subordinated and made junior to the payment
and performance in full of the Obligations, and evidenced as such by an
instrument containing subordination provisions (i) substantially similar to
those contained in the 2022 Notes Indenture or (ii) otherwise on terms
acceptable to the Administrative Agent and the Required Lenders.

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

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

Swing Line Loan(s).  See  2.10(a).

Swing Line Note.  See  2.10(a).

Syndication Agent.  See preamble.

Synthetic Lease.  Any lease treated
as an operating lease under generally accepted accounting principles and as a
loan or financing for U.S. income tax purposes.

Term Loan.  To the extent applicable, the term
loan made or to be made by the Term Loan Lenders to the Borrowers pursuant to  4
(which shall be in the original principal amount of $0 on the Closing Date) and
any increase or new Term Loan made in accordance with  18(g),in each case as may
be increased or reduced from time to time pursuant to the provisions hereof.

Term Loan Amount.  With respect to each
Term Lender, the amount set forth on Schedule 1 hereto as the amount
of such Term Lender's commitment to make a portion of the Term Loan to the
Borrowers, which amount shall be $0 as of the Closing Date.

Term Loan Lenders.  The Lenders holding a portion of
the Term Loan as set forth on Schedule 1 hereto together with (i)
any other Person who becomes an assignee of any rights and obligations of a Term
Loan Lender pursuant to  18, or (ii) any Acceding Lender who becomes a Term Loan
Lender pursuant to  18(g).

Term Loan Maturity Date.  To the
extent applicable, a date to be determined, which date will occur no earlier
than the Revolving Credit Maturity Date.

Term Loan Percentage.  With respect to each Term Loan
Lender, the percentage set forth on Schedule 1 (subject to
adjustment in accordance with  18 hereof) as such Lender's percentage of the
Term Loan.

Term Notes.  See  4.2.

Term Note Record.  A record with respect
to a Term Note.

Total Revolving
Credit Commitment.  The sum of the Commitments of the Revolving
Credit Lenders, which shall equal $850,000,000 on the Closing Date, as the same
may be increased or reduced from time to time in accordance with this Credit
Agreement.

Unpaid Reimbursement Obligation.  Any
Reimbursement Obligation for which the Borrowers do not reimburse the
Administrative Agent and the Lenders on the date specified in, and in accordance
with,  3.2.

2022 Convertible Subordinated
Notes.  The Floating Rate Convertible Subordinated Notes due 2022 issued
by the Parent pursuant to the Indenture, dated as of April 30, 2002 between the
Parent and State Street Bank & Trust Company of California, N.A., as
trustee, in an aggregate principal amount not to exceed $175,000,000 plus
interest as provided for in the 2022 Notes Indenture, as such Convertible
Subordinated Notes may be amended, supplemented or otherwise modified or
replaced from time to time in accordance with  8.11 herein.

2022 Notes Indenture.  The Indenture
dated as of April 30, 2002, between the Parent and  State Street Bank &
Trust Company of California, N.A., as trustee, with respect to the 2022
Convertible Subordinated Notes, as such Indenture may be amended, supplemented
or otherwise modified or replaced from time to time in accordance with  8.11
herein.


	Rules of
Interpretation

.



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


	The singular includes the plural and the plural includes
the singular.


	A reference to any law includes any amendment or
modification to such law.


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


	Accounting terms capitalized but not otherwise defined
herein have the meanings assigned to them by generally accepted accounting
principles applied on a consistent basis by the accounting entity to which they
refer.


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


	All terms not specifically defined herein or by generally
accepted accounting principles, which terms are defined in the Uniform
Commercial Code as in effect in the State of New York, have the meanings
assigned to them therein.


	Reference to a particular " " refers to that
section of this Credit Agreement unless otherwise indicated.


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


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



	Commitment to Lend

.

Subject to the terms and conditions set forth in this Credit
Agreement, each of the Revolving Credit Lenders severally,
but not jointly, agrees to lend to the Borrowers, and the Borrowers may borrow,
repay, and reborrow from time to time from the Closing Date to the Revolving
Credit Maturity Date, upon notice by the Borrowers to the Administrative Agent
given in accordance with  2.5, such sums as are requested by the Borrowers up to
a maximum aggregate amount outstanding (after giving effect to all amounts
requested) at any one time equal to such Revolving Credit Lender's Commitment
minus such Revolving Credit Lender's Commitment Percentage of the sum of
the Maximum Drawing Amount and all Unpaid Reimbursement Obligations,
provided that the sum of the outstanding amount of the Revolving Credit
Loans plus the outstanding amount of the Swing Line Loans plus the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any
time exceed the Total Revolving Credit Commitment at such time.  The Revolving
Credit Loans shall be made pro rata in accordance with each Revolving
Credit Lender's Commitment Percentage.  Each request for a Loan hereunder shall
constitute a representation and warranty by the Borrowers that the conditions
set forth in  10 and  11, as the case may be, have been satisfied on the date of
such request.


	Reduction of Total Revolving
Credit Commitment

.



	The Borrowers shall have the right at any time and from
time to time upon five (5) Business Days' prior written notice to the
Administrative Agent to reduce by $5,000,000 or integral multiples of $1,000,000
in excess thereof, or terminate entirely, the Total Revolving Credit Commitment,
whereupon the Commitments of the Revolving Credit Lenders shall be reduced
pro rata in accordance with their respective Commitment Percentages of
the amount specified in such notice or, as the case may be, terminated.  The
Administrative Agent will notify the Revolving Credit Lenders promptly after
receiving any notice of the Borrowers delivered pursuant to this  2.2.


	No reduction or termination of the Commitments once made
may be revoked; the portion of the Commitments reduced or terminated may not be
reinstated; and amounts in respect of such reduced or terminated portion may not
be reborrowed.


	Evidence of Indebtedness;
Revolving Credit Notes

.



	Loan Accounts.  Each Revolving
Credit Lender shall maintain in accordance with its usual practice an account or
accounts evidencing Indebtedness of the Borrowers to such Lender resulting from
each Revolving Credit Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Credit Agreement.  The Administrative Agent shall maintain
accounts in which it shall record (i) the amount of each Revolving Credit Loan
made hereunder and each Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrowers to each Revolving Credit Lender hereunder and (iii) both the amount of
any sum received by the Administrative Agent hereunder for the account of the
Revolving Credit Lenders and each Revolving Credit Lender's share thereof (if
any).  The entries made in the accounts maintained by each Revolving Credit
Lender pursuant to this  2.3(a) (or any Revolving Credit Note Record referred to
below) shall, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of the Borrowers
therein recorded; provided, however, that the failure of any
Revolving Credit Lender or the Administrative Agent to maintain any such
accounts or Revolving Credit Note Record, or any error therein, shall not in any
manner affect the obligation of the Borrowers to repay (with applicable
interest) the Revolving Credit Loans made in accordance with the terms of this
Credit Agreement.


	Revolving Credit Notes. Upon the request of
any Revolving Credit Lender, the Borrowers shall execute and deliver to such
Revolving Credit Lender a promissory note (each, a "Revolving Credit
Note"), which shall (i) be payable to the order of such Revolving
Credit Lender and be dated the Closing Date (or, in the case of Revolving Credit
Notes issued after the Closing Date, be dated the date of the issuance thereof),
(ii) be in a stated principal amount equal to the Commitment of such Revolving
Credit Lender or, if less, the outstanding amount of all Revolving Credit Loans
made by such Lender, plus interest thereon, as set forth in  2.4 herein, (iii)
mature on the Revolving Credit Loan Maturity Date, and (iv) be entitled to the
benefits of this Credit Agreement and the other Loan Documents.  The Borrowers
irrevocably authorize each Revolving Credit Lender with a Revolving Credit Note
to make or cause to be made, at or about the time of the Drawdown Date of any
Revolving Credit Loan or at the time of receipt of any payment of principal on
such Lender's Revolving Credit Note, an appropriate notation on such Lender's
Revolving Credit Note Record reflecting the making of such Revolving Credit Loan
or (as the case may be) the receipt of such payment.  Each Revolving Credit
Lender holding a Revolving Credit Note will, prior to any transfer of such
Revolving Credit Note, endorse on the reverse side thereof the outstanding
principal amount of Revolving Credit Loans evidenced thereby.  Failure to make
such notation or any error in any such notation or endorsement shall not affect
the Borrowers' obligations in respect of such Revolving Credit
Loans.


	Interest on Revolving Credit
Loans

.  The outstanding principal amount of the
Revolving Credit Loans shall bear interest at the rate per annum equal to (a)
the Base Rate plus the Applicable Base Rate Margin on Base Rate Loans or
(b) the Eurodollar Rate plus the Applicable Eurodollar Margin on
Eurodollar Loans.  Interest shall be payable in respect of each Revolving Credit
Loan in arrears on each Interest Payment Date with respect thereto.


	Requests for Revolving Credit
Loans

.  The Borrowers shall give to the
Administrative Agent written notice in the form of Exhibit A hereto
(or telephonic notice confirmed by telecopy on the same Business Day in the form
of Exhibit A hereto) of each Revolving Credit Loan requested
hereunder (a "Loan and Letter of Credit Request") not later than
(a) 11:00 a.m. Boston time one (1) Business Day prior to the
proposed Drawdown Date of any Base Rate Loan, or (b) 11:00 a.m. Boston
time three (3) Eurodollar Business Days prior to the proposed Drawdown Date
of any Eurodollar Loan.  Each such notice shall be given by the Borrowers and
shall specify the principal amount of the Revolving Credit Loan requested and
shall include a current Loan and Letter of Credit Request reflecting the
aggregate amount of Revolving Credit Loans and Swing Line Loans outstanding and
the Maximum Drawing Amount.  Each Loan and Letter of Credit Request shall be
irrevocable and binding on the Borrowers and shall obligate the Borrowers to
accept the Revolving Credit Loan requested from the Revolving Credit Lenders on
the proposed Drawdown Date.  Each of the representations and warranties made by
or on behalf of the Borrowers to the Revolving Credit Lenders or the
Administrative Agent in this Credit Agreement or any other Loan Document shall
be true and correct in all material respects when made and shall, for all
purposes of this Credit Agreement, be deemed to be repeated on and as of the
date of the submission of any Loan and Letter of Credit Request and on and as of
the Drawdown Date of such Loan, or the date of issuance of such Letter of Credit
(except to the extent of changes resulting from transactions contemplated or
permitted by this Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse, or to the extent that such representations and
warranties expressly relate solely to an earlier date).  The Administrative
Agent shall promptly notify each Revolving Credit Lender of each Loan and Letter
of Credit Request received by the Administrative Agent hereunder.


	Funds for Revolving Credit
Loans

.



	Not later than 1:00 p.m. (Boston time) on the proposed
Drawdown Date of any Revolving Credit Loan, each of the Revolving Credit Lenders
will make available to the Administrative Agent, at the Administrative Agent's
Office, in immediately available funds, the amount of such Lender's Commitment
Percentage of the amount of the requested Revolving Credit Loans.  Upon receipt
from each Revolving Credit Lender of such amount, and upon receipt of the
documents required by   10 and 11 and the satisfaction of the other conditions
set forth therein, to the extent applicable, the Administrative Agent will make
available to the Borrowers in immediately available funds the aggregate amount
of such Revolving Credit Loans made available to the Administrative Agent by the
Revolving Credit Lenders.  The failure or refusal of any Revolving Credit Lender
to make available to the Administrative Agent at the aforesaid time and place on
any Drawdown Date the amount of its Commitment Percentage of the requested
Revolving Credit Loans shall not relieve any other Revolving Credit Lender from
its several obligation hereunder to make available to the Administrative Agent
the amount of such other Revolving Credit Lender's Commitment Percentage of any
requested Revolving Credit Loans.


	The Administrative Agent may, unless notified to the
contrary by any Revolving Credit Lender prior to a Drawdown Date, assume that
such Lender has made available to the Administrative Agent on such Drawdown Date
the amount of such Lender's Commitment Percentage of the Revolving Credit Loans
to be made on such Drawdown Date, and the Administrative Agent may (but shall
not be required to), in reliance upon such assumption, make available to the
Borrowers a corresponding amount.  If any Revolving Credit Lender makes
available to the Administrative Agent such amount on a date after such Drawdown
Date, such Lender shall pay to the Administrative Agent on demand an amount
equal to the product of (i) the average computed for the period referred to in
clause (iii) below, of the weighted average interest rate paid by the
Administrative Agent for federal funds acquired by the Administrative Agent
during each day included in such period, times (ii) the amount of such
Lender's Commitment Percentage of such Revolving Credit Loans, times
(iii) a fraction, the numerator of which is the number of days that elapse from
and including such Drawdown Date to the date on which the amount of such
Lender's Commitment Percentage of such Revolving Credit Loans shall become
immediately available to the Administrative Agent, and the denominator of which
is 365.  A statement of the Administrative Agent submitted to such Revolving
Credit Lender with respect to any amounts owing under this paragraph shall be
prima facie evidence, absent manifest error, of the amount due and
owing to the Administrative Agent by such Lender.  If the amount of such
Revolving Credit Lender's Commitment Percentage of such Revolving Credit Loans
is not made available to the Administrative Agent by such Lender within three
(3) Business Days following such Drawdown Date, the Administrative Agent shall
be entitled to recover such amount from the Borrowers on demand, with interest
thereon at the rate per annum applicable to the Revolving Credit Loans made on
such Drawdown Date.


	Maturity of the Revolving
Credit Loans

.  The Revolving Credit Loans shall be due and
payable on the Revolving Credit Maturity Date.  The Borrowers jointly and
severally promise to pay on the Revolving Credit Maturity Date all Revolving
Credit Loans outstanding on such date, together with any and all accrued and
unpaid interest thereon.


	Mandatory Repayments of the
Revolving Credit Loans

.  



	If at any time the outstanding amount of the Revolving
Credit Loans plus Swing Line Loans plus the Maximum Drawing Amount
plus Unpaid Reimbursement Obligations exceeds the Total Revolving Credit
Commitment, whether by reduction of the Total Revolving Credit Commitment or
otherwise, then the Borrowers shall immediately pay the amount of such excess to
the Administrative Agent for application to the Revolving Credit Loans, or if no
Revolving Credit Loans shall be outstanding, to the Swing Line Loans, or if no
Swing Line Loans shall be outstanding, to be held by the Administrative Agent as
collateral security for the Reimbursement Obligations, provided,
however, that if the amount of cash collateral held by the Administrative
Agent pursuant to this  2.8 exceeds the amount of the Obligations, the
Administrative Agent shall return such excess to the Borrowers.


	To the extent that no Term Loan is outstanding, each
prepayment  required by  4.4.2 shall be used to repay the Revolving Credit Loans
(but not to reduce the Total Revolving Credit Commitment) on a pro rata
basis in accordance with each Revolving Credit Lender's Commitment Percentage.



	Optional Prepayments or
Repayments of Revolving Credit Loans

.  The Borrowers shall have the right, at
their election, to repay or prepay the outstanding amount of the Revolving
Credit Loans, as a whole or in part, at any time without penalty or premium
(other than the obligation to reimburse the Revolving Credit Lenders and the
Administrative Agent pursuant to  5.9 hereof).  The Borrowers shall give written
notice to the Administrative Agent (or telephonic notice confirmed in writing)
no later than (a) 1:00 p.m. (Boston time) on the Business Day of the
proposed prepayment or repayment of any Base Rate Loan or
(b) 1:00 p.m. (Boston time) three (3) Eurodollar Business Days prior
to the proposed prepayment or repayment of any Eurodollar Loan, in each case
specifying the proposed date of prepayment or repayment of Loans and the
principal amount to be paid.  Each such partial repayment of the Revolving
Credit Loans shall be $500,000 or integral multiples of $500,000 in excess
thereof, and shall be accompanied by the payment of accrued interest on the
principal prepaid to the date of repayment and shall be applied, in the absence
of instruction by the Borrowers, first to the principal of Base Rate Loans and
then to the principal of Eurodollar Loans.  Each partial prepayment shall be
allocated among the Revolving Credit Lenders, in proportion, as nearly as
practicable, to the respective unpaid principal amount of each Revolving Credit
Lender's Revolving Credit Loans, with adjustments to the extent practicable to
equalize any prior repayments not exactly in proportion.


	Swing Line Loans;
Settlements

.



	So long as Bank of America has not received written
notice of a Default or an Event of Default made in accordance with the
provisions of this Credit Agreement, solely for ease of administration of the
Revolving Credit Loans, Bank of America may, upon receipt of a Loan and Letter
of Credit Request no later than 2:00 p.m. (Boston time) on the proposed date of
funding, but shall not be required to, fund Base Rate Loans ("Swing Line
Loans") for periods not to exceed seven (7) days in any one case, bearing
interest as set forth for Base Rate Loans in  2.4. The Swing Line Loans shall be
evidenced by a promissory note of the Borrowers (the "Swing
Line Note") dated as of the Closing Date, and shall each be
in a minimum amount of $500,000 or integral multiples of $100,000 in excess
thereof, provided that the outstanding amount of Swing Line Loans
advanced by Bank of America hereunder shall not exceed $25,000,000 at any time.
Each Revolving Credit Lender shall remain severally, but not jointly, and
unconditionally liable to fund its pro rata share (based upon each
Revolving Credit Lender's Commitment Percentage) of such Swing Line Loans on
each Settlement Date and, in the event Bank of America chooses not to fund all
Base Rate Loans requested on any date, to fund its Commitment Percentage of the
Base Rate Loans requested, subject to satisfaction of the provisions hereof
relating to the making of Base Rate Loans.  Prior to each Settlement, all
payments or repayments of the principal of, and interest on, Swing Line Loans
shall be credited to the account of Bank of America.


	The Revolving Credit Lenders shall effect Settlements on
(i) the Business Day immediately following any day which the Administrative
Agent gives written notice to the Revolving Credit Lenders to effect a
Settlement, (ii) the Business Day immediately following the Administrative
Agent's becoming aware of the existence of any Default or Event of Default,
(iii) the Revolving Credit Maturity Date, (iv) any date on which the Borrowers
wish to convert a Swing Line Loan into a Base Rate Loan, and (v) in any event,
the seventh day on which any Swing Line Loan remains outstanding (each such
date, a "Settlement Date").  One (1) Business Day prior to each such
Settlement Date, the Administrative Agent shall give telephonic notice to the
Revolving Credit Lenders of (A) the respective outstanding amount of Revolving
Credit Loans made by each Revolving Credit Lender as at the close of business on
the prior day, (B) the amount that any Revolving Credit Lender, as applicable (a
"Settling Lender"), shall pay to effect a Settlement (a
"Settlement Amount").  A statement of the Administrative Agent
submitted to the Revolving Credit Lenders with respect to any amounts owing
hereunder shall be prima facie evidence of the amount due and
owing.  Each Settling Lender shall, not later than 1:00 p.m. (Boston time)
on each Settlement Date, effect a wire transfer of immediately available funds
to the Administrative Agent at the Administrative Agent's Office in the amount
of such Revolving Credit Lender's Settlement Amount.  All funds advanced by any
Revolving Credit Lender as a Settling Lender pursuant to this  2.10 shall for
all purposes be treated as a Base Rate Loan to the Borrowers.


	The Administrative Agent may (unless notified to the
contrary by any Settling Lender by 12:00 noon (Boston time) one (1) Business Day
prior to the Settlement Date) assume that each Settling Lender has made
available (or will make available by the time specified in  2.7(b)) to the
Administrative Agent its Settlement Amount, and the Administrative Agent may
(but shall not be required to), in reliance upon such assumption, effect
Settlements.  If the Settlement Amount of such Settling Lender is made available
to the Administrative Agent on a date after such Settlement Date, such Settling
Lender shall pay the Administrative Agent on demand an amount equal to the
product of (i) the average, computed for the period referred to in clause
(iii) below, of the weighted average annual interest rate paid by the
Administrative Agent for federal funds acquired by the Administrative Agent
during each day included in such period times (ii) such Settlement
Amount times (iii) a fraction, the numerator of which is the number of
days that elapse from and including such Settlement Date to but not including
the date on which such Settlement Amount shall become immediately available to
the Administrative Agent, and the denominator of which is 365.  Upon payment of
such amount such Settling Lender shall be deemed to have delivered its
Settlement Amount on the Settlement Date and shall become entitled to interest
payable by the Borrowers with respect to such Settling Lender's Settlement
Amount as if such share were delivered on the Settlement Date.  If such
Settlement Amount is not in fact made available to the Administrative Agent by
such Settling Lender within five (5) Business Days of such Settlement Date, the
Administrative Agent shall be entitled to recover such amount from the
Borrowers, with interest thereon at the Base Rate.


	After any Settlement Date, any payment by the Borrowers
of Swing Line Loans hereunder shall be allocated pro rata among the
Revolving Credit Lenders, in accordance with such Lender's Commitment
Percentage.


	If, prior to the making of a Revolving Credit Loan
pursuant to paragraph (b) of this  2.10, a Default or Event of Default has
occurred and is continuing, each Revolving Credit Lender will, on the date such
Revolving Credit Loan was to have been made, purchase an undivided participating
interest in the outstanding Swing Line Loans in an amount equal to its
Commitment Percentage of such Swing Line Loans.  Each Revolving Credit Lender
will immediately transfer to the Administrative Agent, in immediately available
funds, the amount of its participation and upon receipt thereof the
Administrative Agent will deliver to such Revolving Credit Lender a Swing Line
participation certificate dated the date of receipt of such funds and in such
amount.


	Whenever, at any time after the Administrative Agent has
received from any Revolving Credit Lender such Revolving Credit Lender's
participating interest in the Swing Line Loans pursuant to clause (e) above, the
Administrative Agent receives any payment on account thereof, the Administrative
Agent will distribute to such Revolving Credit Lender its participating interest
in such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Revolving Credit Lender's
participating interest was outstanding and funded) in like funds as received;
provided, however, that in the event that such payment received by
the Administrative Agent is required to be returned, such Revolving Credit
Lender will return to the Administrative Agent any portion thereof previously
distributed by the Administrative Agent to it in like funds as such payment is
required to be returned by the Administrative Agent.


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



	Letter of Credit
Commitments

.



	  Commitment to Issue Letters
of Credit

.



	Subject to the terms and conditions hereof and the
execution and delivery by the Borrowers of a letter of credit application on the
Issuing Lender's customary form (a "Letter of Credit
Application"), the Issuing Lender on behalf of the Revolving Credit
Lenders and in reliance upon the agreement of the Revolving Credit Lenders set
forth in  3.1.4 and upon the representations and warranties of the Borrowers
contained herein, agrees, in its individual capacity, to issue and extend for
the account of the Borrowers one or more standby letters of credit (each, a
"Letter of Credit") including, in the case of L/C
Supported IRBs, so called direct pay Letters of Credit (each, an
"IRB Letter of Credit"), in such form as
may be requested from time to time by the Borrowers and agreed to by the Issuing
Lender; provided, however, that, after giving effect to such
request, the Maximum Drawing Amount shall not exceed the Total Revolving Credit
Commitment minus the aggregate outstanding amount of the Revolving Credit
Loans, the Swing Line Loans and the Unpaid Reimbursement Obligations.
Notwithstanding any other provisions of this Credit Agreement, the Issuing
Lender shall not issue or extend a Letter of Credit after it has received notice
from any Lender or the Administrative Agent that a Default or Event of Default
has occurred and stating that no Letters of Credit are to be issued or extended
until such Default or Event of Default has been cured or waived in accordance
with the provisions of this Credit Agreement.


	The Issuing Lender shall not be under any obligation to
issue any Letter of Credit if:



	any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain the
Issuing Lender from issuing such Letter of Credit, or any Law applicable to the
Issuing Lender or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the Issuing Lender
shall prohibit, or request that the Issuing Lender refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Lender with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Lender is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the Issuing Lender any unreimbursed loss, cost or expense which was
not applicable on the date hereof and which the Issuing Lender in good faith
deems material to it;


	the issuance of such Letter of Credit would violate one
or more policies of the Issuing Lender;


	except as otherwise agreed by the Administrative Agent
and the Issuing Lender, such Letter of Credit is in an initial stated amount
less than $100,000;


	such Letter of Credit is to be denominated in a currency
other than Dollars;


	such Letter of Credit contains any provisions for
automatic reinstatement of the stated amount after any drawing thereunder;
or


	a default of any Revolving Credit Lender's obligations to
fund under  3.3 exists or any Revolving Credit Lender is at such time a
Delinquent Lender hereunder, unless the Issuing Lender has entered into
satisfactory arrangements with the Borrowers or such Revolving Credit Lender to
eliminate the Issuing Lender's risk with respect to such Revolving Credit
Lender.


	  Letter of Credit
Applications

.



	Each Letter of Credit Application shall be completed to
the satisfaction of the Issuing Lender.  In the event that any provision of any
Letter of Credit Application shall be inconsistent with any provision of this
Credit Agreement, then the provisions of this Credit Agreement shall, to the
extent of any such inconsistency, govern.  Such Letter of Credit Application
must be received by the Issuing Lender and the Administrative Agent not later
than 11:00 a.m. at least two Business Days (or such later date and time as the
Administrative Agent and the Issuing Lender may agree in a particular instance
in their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be.  In the case of a request for an initial issuance
of a Letter of Credit, such Letter of Credit Application shall specify in form
and detail satisfactory to the Issuing Lender:  (i) the proposed issuance date
of the requested Letter of Credit (which shall be a Business Day); (ii) the
amount thereof; (iii) the expiry date thereof; (iv) the name and address of the
beneficiary thereof; (v) the documents to be presented by such beneficiary in
case of any drawing thereunder; (vi) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (vii) such
other matters as the Issuing Lender may reasonably require.  In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the Issuing
Lender (w) the Letter of Credit to be amended; (x) the proposed date of
amendment thereof (which shall be a Business Day); (y) the nature of the
proposed amendment; and (z) such other matters as the Issuing Lender may
reasonably require.  Additionally, the Borrowers shall furnish to the Issuing
Lender and the Administrative Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the Issuing Lender or the Administrative Agent may
reasonably require.  


	Promptly after receipt of any Letter of Credit
Application, the Issuing Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
such Letter of Credit Application from the applicable Borrower(s) and, if not,
the Issuing Lender will provide the Administrative Agent with a copy thereof.
Unless the Issuing Lender has received written notice from any Revolving Credit
Lender, the Administrative Agent or any Borrower, at least one Business Day
prior to the requested date of issuance or amendment of the applicable Letter of
Credit, that one or more applicable conditions contained in   10 and 11 shall
not then be satisfied, then, subject to the terms and conditions hereof, the
Issuing Lender shall, on the requested date, issue a Letter of Credit for the
account of the applicable Borrower(s) or enter into the applicable amendment, as
the case may be, in each case in accordance with the Issuing Lender's usual and
customary business practices.  


	  Terms of Letters of
Credit

.  Each Letter of Credit issued or extended
hereunder shall, among other things, (a) provide for the payment of sight drafts
for honor thereunder when presented in accordance with the terms thereof and
when accompanied by the documents described therein, (b) be subject to clause
(c) hereof and  3.1.7, and (other than with respect to IRB Letters of Credit)
shall have a term of not more than one (1) year from the date of issuance or
extension thereof and (c) have an expiry date no later than the Letter of Credit
Expiration Date.  


	  Reimbursement Obligations of
Lenders

.  Each Revolving Credit Lender severally
agrees that it shall be absolutely liable, without regard to the occurrence of
any Default or Event of Default or any other condition precedent whatsoever, to
the extent of such Revolving Credit Lender's Commitment Percentage thereof, to
reimburse the Administrative Agent on demand for the amount of each draft paid
by the Issuing Lender under each Letter of Credit issued in accordance with the
terms hereof to the extent that such amount is not reimbursed by the Borrowers
pursuant to  3.2 (such agreement for a Lender being called herein the
"Letter of Credit Participation" of such Lender).  Without
limiting the foregoing, each Revolving Credit Lender's obligation to purchase
Letter of Credit Participations shall be absolute and unconditional and shall
not be affected by any circumstance, including (a) any set-off, counterclaim,
recoupment, defense or other right which such Revolving Credit Lender may have
against the Administrative Agent, the Issuing Lender, any Borrower or any other
Person for any reason whatsoever; (b) the occurrence and continuation of any
Default or Event of Default; (c) any adverse change in the condition (financial
or otherwise) of any Borrower or any Revolving Credit Lender; (d) any breach of
any of the Loan Documents by any Borrower or any Revolving Credit Lender; or (e)
any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.


	  Participations of
Lenders

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


	  Existing Letters of
Credit

.  The parties hereby agree that the letters
of credit issued under the Existing Credit Agreement and listed on
Schedule 3.1 hereto shall be deemed to have been issued pursuant
to this Credit Agreement and from and after the Closing Date shall be subject to
and governed by the terms and conditions hereof.  In addition, this Credit
Agreement shall be the "Reimbursement Agreement" or the
"Credit Agreement", as the case may be, referred to in
the bond documentation relating to the IRB Letters of Credit.


	  Auto Extension Letters
of Credit

.  If any Borrower so requests in an
application for a Letter of Credit, the Issuing Lender may, in its sole and
absolute discretion, agree to issue a Letter of Credit that has automatic
extension provisions (each, an "Auto-Extension Letter of Credit");
provided that any such Auto- Extension Letter of Credit must permit the Issuing
Lender to prevent any such extension at least once in each twelve-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a date (the "Non Extension
Notice Date") in each such twelve-month period to be agreed upon at the
time such Letter of Credit is issued.  Unless otherwise directed by the Issuing
Lender, the Borrowers shall not be required to make a specific request to the
Issuing Lender for any such extension.  Once an Auto-Extension Letter of Credit
has been issued, the Revolving Credit Lenders shall be deemed to have authorized
(but may not require) the Issuing Lender to permit the extension of such Letter
of Credit at any time to an expiry date not later than thirty (30) days prior to
the Revolving Credit Maturity Date; provided, however, that the Issuing Lender
shall not permit any such extension if (A) the Issuing Lender has determined
that it would have no obligation at such time to issue such Letter of Credit in
its extended form under the terms hereof, or (B) it has received notice (which
may be by telephone or in writing) on or before the day that is two (2) Business
Days before the Non Extension Notice Date (1) from the Administrative Agent that
the Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Lender or the Borrowers that one or more of the
applicable conditions specified in  11 is not then satisfied.


	Reimbursement Obligation of
the Borrowers

.  In order to induce the Issuing Lender to
issue and extend each Letter of Credit and the Revolving Credit Lenders to
participate therein, the Borrowers hereby agree to reimburse or pay to the
Administrative Agent, for the account of the Issuing Lender, with respect to
each Letter of Credit issued or extended by the Issuing Lender
hereunder:



	except as otherwise expressly provided in  3.2(b) and
(c), on each date that any draft presented under any Letter of Credit is honored
by the Issuing Lender, or the Issuing Lender otherwise makes a payment with
respect thereto, (i) the amount paid by the Issuing Lender under or with respect
to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or
other costs and expenses whatsoever incurred by the Issuing Lender or any
Revolving Credit Lender in connection with any payment made by the Issuing
Lender or any Revolving Credit Lender under, or with respect to, such Letter of
Credit;  provided however, if the Borrowers do not reimburse the
Administrative Agent on the Drawdown Date, such amount shall, provided that no
Event of Default under   13.1(h) or 13.1(i) has occurred, become automatically a
Revolving Credit Loan which is a Base Rate Loan advanced hereunder in an amount
equal to such sum; and


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


	upon the Revolving Credit Maturity Date, or upon the
termination of the Total Revolving Credit Commitment, or the acceleration of the
Reimbursement Obligations with respect to all Letters of Credit in accordance
with  13, an amount equal to the Maximum Drawing Amount of all Letters of
Credit, which amount shall be held by the Administrative Agent for the benefit
of the Issuing Lender as cash collateral for all Reimbursement
Obligations.

Each such payment shall be made to the Administrative Agent
at the Administrative Agent's Office in immediately available funds.  Interest
on any and all amounts remaining unpaid by the Borrowers under this  3.2 at any
time from the date such amounts become due and payable (whether as stated in
this  3.2, by acceleration or otherwise) until payment in full (whether before
or after judgment) shall be payable to the Administrative Agent on demand at the
rate specified in  5.6 for overdue principal on the Loans.


	Letter of Credit
Payments

.  If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, the Issuing Lender
shall notify the Borrowers and the Administrative Agent of the date and amount
of the draft presented or demand for payment and of the date and time when it
expects to pay such draft or honor such demand for payment.  If the Borrowers
fail to reimburse the Issuing Lender through the Administrative Agent as
provided in  3.2 on or before the date that such draft is paid or other payment
is made by the Issuing Lender, the Issuing Lender may at any time thereafter
notify the Administrative Agent who will promptly notify the Revolving Credit
Lenders of the amount of any such Unpaid Reimbursement Obligation and shall
specify such amount required from each of the Revolving Credit Lenders.  No
later than 3:00 p.m. (Boston time) on the Business Day next following the
receipt of such notice, each Revolving Credit Lender shall make available to the
Administrative Agent, at the Administrative Agent's Office, in immediately
available funds, such Revolving Credit Lender's Commitment Percentage of such
Reimbursement Obligation, together with an amount equal to the product of (a)
the weighted average, computed for the period referred to in clause (c) below,
of the Federal Funds Rate times (b) the amount equal to such Revolving
Credit Lender's Commitment Percentage of such Unpaid Reimbursement Obligation,
times (c) a fraction, the numerator of which is the number of days that
have elapsed from and including the date the Issuing Lender paid the draft
presented for honor or otherwise made payment until the date on which such
Revolving Credit Lender's Commitment Percentage of such Unpaid Reimbursement
Obligation shall become immediately available to the Administrative Agent, and
the denominator of which is 365.  The responsibility of the Issuing Lender to
the Borrowers and the Revolving Credit Lenders shall be only to determine that
the documents (including each draft) delivered under each Letter of Credit in
connection with such presentment shall be in conformity in all material respects
with such Letter of Credit.


	Obligations
Absolute

.  The obligation of the Borrowers to
reimburse the Issuing Lender for each drawing under each Letter of Credit shall
be absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Credit Agreement under all circumstances,
including the following:



	any lack of validity or enforceability of such Letter of
Credit, this Credit Agreement, or any other Loan Document;


	the existence of any claim, counterclaim, setoff, defense
or other right that the Borrowers may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Issuing Lender or any
other Person, whether in connection with this Credit Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;


	any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of
Credit;


	any payment by the Issuing Lender under such Letter of
Credit against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by the
Issuing Lender under such Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit, including any arising in
connection with any proceeding under any Debtor Relief Law; or


	any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the
Borrowers.

The Borrowers shall promptly examine a copy of each Letter of
Credit and each amendment thereto that is delivered to the Borrowers and, in the
event of any claim of noncompliance with the Borrowers instructions or other
irregularity, the Borrowers will immediately notify the Issuing Lender.  The
Borrowers shall be conclusively deemed to have waived any such claim against the
Issuing Lender and its correspondents unless such notice is given as
aforesaid.


	Role of Issuing
Lender

.  Each Lender and the Borrowers agree that,
in paying any drawing under a Letter of Credit, the Issuing Lender shall not
have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.  None of the
Issuing Lender, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the Issuing Lender
shall be liable to any Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of Lenders or the Required Lenders,
as applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter
of Credit or Issuer Document.  The Borrowers hereby assume all risks of the acts
or omissions of any beneficiary or transferee with respect to such beneficiary's
or transferee's use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrowers'
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement.  None of the Issuing Lender, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the Issuing Lender, shall be liable or
responsible for any of the matters described in clauses (a) through (e) of  3.4;
provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrowers may have a claim against the Issuing Lender, and
the Issuing Lender may be liable to the Borrowers, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by Borrowers which the Borrowers prove were caused by the Issuing
Lender's willful misconduct or gross negligence or the Issuing Lender's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit.  In furtherance and not in
limitation of the foregoing, the Issuing Lender may accept documents that appear
on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the Issuing Lender
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.


	Letter of Credit
Amounts

.  Unless otherwise specified herein the
amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time.


	Applicability of
ISP

.  Unless otherwise expressly agreed by the
Issuing Lender and the Borrowers when a Letter of Credit is issued, the rules of
the ISP shall apply to each Letter of Credit.

	THE TERM LOAN FACILITY.



	Commitment to Lend

.  The principal amount of the Term Loan on
the Closing Date shall be $0.  To the extent that after the Closing Date, a Term
Loan is advanced pursuant to the terms of this Credit Agreement, each Term Loan
Lender shall lend to the Borrowers the amount of its Term Loan Percentage of the
amount of the Term Loan and the terms of this Section 4 shall apply to any such
Term Loan(s).


	Evidence of Indebtedness;
Term Notes

.



	Loan Accounts.  Each Term Loan
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Borrowers to such Lender resulting from
such Lender's Term Loan Percentage of the Term Loan of such Lender from time to
time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Credit Agreement.  The Administrative Agent
shall maintain accounts in which it shall record (i) the amount of the Term Loan
made hereunder and each Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrowers to each Term Loan Lender hereunder and (iii) both the amount of any
sum received by the Administrative Agent hereunder for the account of the Term
Loan Lenders and each Term Loan Lender's share thereof (if any).  The entries
made in the accounts maintained by each Term Loan Lender pursuant to this
 4.2(a) (or any Term Note Record referred to below) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Borrowers therein recorded; provided,
however, that the failure of any Term Loan Lender or the Administrative
Agent to maintain any such accounts or Term Note Record, or any error therein,
shall not in any manner affect the obligation of the Borrowers to repay (with
applicable interest) the Term Loan made in accordance with the terms of this
Credit Agreement.


	Term Notes.  Upon the request of any Term
Loan Lender, the Borrowers shall execute and deliver to such Term Loan Lender a
promissory note (each, a "Term Note"), which shall (i) be
payable to the order of such Term Loan Lender and be dated the date of the
issuance thereof, (ii) be in a stated principal amount equal to the Term Loan
made by such Term Loan Lender, (iii) represent the obligation of the Borrowers
to pay to such Term Loan Lender such principal amount or, if less, the
outstanding amount of the Term Loan of such Term Loan Lender, plus interest
accrued thereon as set forth in  4.6 or  4.7 herein, (iv) mature on the Term
Loan Maturity Date and (v) be entitled to the benefits of this Credit Agreement
and the other Loan Documents.  The Borrowers irrevocably authorize each Term
Loan Lender with a Term Note to make or cause to be made a notation on such Term
Loan Lender's Term Note Record reflecting the original principal amount of such
Term Loan Lender's Term Loan Percentage of the Term Loan and, at or about the
time of the receipt of any payment of principal on such Lender's Term Note, an
appropriate notation on such Lender's Term Note Record reflecting the receipt of
such payment.  Each Term Loan Lender holding a Term Note will, prior to any
transfer of such Term Note, endorse on the reverse side thereof the outstanding
principal amount of Term Loan evidenced thereby.  Failure to make such notation
or any error in any such notation or endorsement shall not affect the Borrowers'
obligations in respect of such Term Loan.


	Scheduled Installment
Payments of Principal of Term Loan

.  The Borrowers jointly and severally promise
to pay to the Administrative Agent for the account of the Term Loan Lenders, in
accordance with their respective Term Loan Percentages, the principal amount of
the Term Loan in such amounts pursuant to the installment schedule to be set
forth in Schedule 4.3 and to be attached hereto, provided that the final
installment payment shall not be due and payable prior to the Revolving Credit
Loan Maturity Date.


	Mandatory Prepayments of
Loans

.



	  Mandatory
Prepayments

.  In the event that Net
Cash Proceeds received by the Borrowers from asset sales exceed $50,000,000 per
annum (other than in connection with Permitted Receivables Transactions and the
sale, lease, license or other disposition of assets in the ordinary course of
business and with respect to asset swaps permitted under  8.4), the Borrowers
will use one-hundred percent (100%) of any such Net Cash Proceeds in excess of
$50,000,000 to pay down the Loans in the manner set forth in  4.4.2.


	  Application of
Payments

.  Each prepayment of the Loans required by
 4.4.1 shall be allocated first, to the extent a Term Loan is outstanding, among
the Term Loan Lenders in accordance with each such Term Loan Lender's Term Loan
Percentage.  Any prepayment of principal of the Term Loan shall include all
interest accrued to the date of prepayment and shall be applied against the
scheduled installments of principal due on the Term Loan in the inverse order of
maturity.  No amount prepaid or repaid with respect to the Term Loan may be
reborrowed.  Any Term Loan Lender may decline to accept any payments due to such
Term Loan Lender pursuant to this  4.4 in which case such declined payments
shall be used to repay the Revolving Credit Loans (but not reduce the Total
Revolving Credit Commitment) on a pro rata basis in accordance with each
Revolving Credit Lender's Commitment Percentage.  In the event no Term Loan is
outstanding at such time, the full amount of such mandatory prepayments shall be
applied in accordance with  2.8(b).


	Optional Prepayment of
Term Loan

.  The Borrowers shall have the right at any
time to prepay the Term Loan on or before the Term Loan Maturity Date, in whole,
or in part, upon not less than three (3) Business Days' prior written notice to
the Administrative Agent, without premium or penalty (other than the obligation
to reimburse the Term Loan Lenders and the Administrative Agent pursuant to  5.9
hereof, or as otherwise stated herein), provided that (a) each partial
prepayment shall be in the principal amount of $1,000,000 or an integral
multiple of $500,000 thereof, and (b) each partial prepayment shall be allocated
among the Term Loan Lenders in accordance with such Lender's Term Loan
Percentage.  Any prepayment of principal of the Term Loan shall include all
interest accrued to the date of prepayment and shall be applied against the
scheduled installments of principal due on the Term Loan in the inverse order of
maturity.  No amount prepaid or repaid with respect to the Term Loan may be
reborrowed.


	Interest on Term
Loan

.  Except as otherwise provided in  4.7 or
 5.6, any Term Loan advanced hereunder shall bear interest during each Interest
Period relating to all or any portion of the Term Loan at a rate to be
determined, based on prevailing market rates for borrowers with similar credit
profiles and ratings, and otherwise acceptable to the Administrative Agent and
the Term Loan Lenders.

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


	Pari Passu Treatment of Term
Loans

.  Each Term Loan (a) shall rank pari
passu in right of payment and of security with all other Loans and (b)
shall be governed by and subject to all of the provisions, terms and conditions
set forth in this Credit Agreement and the other Loan Documents in every respect
as though such Term Loan was an original "Loan" referred to herein and
will constitute an Obligation of the Borrowers hereunder (including, without
limitation, the mandatory prepayment provisions and  5.6 hereof); except that
any such Term Loan advanced in accordance with  18(g) or this  4 may provide for
an interest rate as agreed to among the Borrowers, each of the Term Loan
Lenders, and the Administrative Agent.  To the extent conforming changes to this
Credit Agreement must be made to effect the addition of a Term Loan made in
accordance with  18(g) or this  4, such conforming amendment will not require
the consent of any Lender other than the Term Loan Lenders, as well as the
consent of the Borrowers and the Administrative Agent to be effective, but shall
be subject to the satisfaction of each of the conditions set forth in
 11.

	FEES, PAYMENTS, AND COMPUTATIONS; JOINT AND SEVERAL
LIABILITY.



	Fees

.  The Borrowers jointly and severally agree
to pay all Fees in the amounts and at the times and otherwise in accordance with
the terms specified herein or the Loan Documents, as the case may be,
including:



	Commitment Fee.  The Borrowers jointly and
severally agree to pay to the Administrative Agent, for the respective account
of each Revolving Credit Lender, a fee (the "Commitment Fee")
calculated at the rate per annum equal to the Applicable Commitment Rate with
respect to the Commitment Fee as in effect from time to time on the actual daily
amount during each calendar quarter or portion thereof from the Closing Date to
the Revolving Credit Maturity Date by which the Total Revolving Credit
Commitment minus the sum of the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations exceeds the outstanding amount of Revolving Credit
Loans (excluding Swing Line Loans) during such calendar quarter.  The Commitment
Fee shall be payable quarterly in arrears on the first day of each calendar
quarter for the immediately preceding calendar quarter commencing on the first
such date following the date hereof, with a final payment on the Revolving
Credit Maturity Date or any earlier date on which the Commitments shall
terminate.


	Letter of Credit Fees.
The Borrowers shall pay a fee (the "Letter of Credit Fee")
equal to (i) the Applicable L/C Margin multiplied by the Maximum Drawing
Amount of each Financial Letter of Credit or (ii) 50% of the Applicable
L/C Margin multiplied by the Maximum Drawing Amount of each Performance
Letter of Credit.  Such Letter of Credit Fee shall be payable to the
Administrative Agent for the account of the Revolving Credit Lenders, to be
shared pro rata by the Revolving Credit Lenders in accordance with their
respective Commitment Percentages. The Borrowers shall also pay a fee (the
"Issuance Fee") to the Administrative Agent, for its own
account, equal to 0.125% per annum on the Maximum Drawing Amount of all Letters
of Credit issued by such Lender, plus its customary administrative charges.  The
Letter of Credit Fee and the Issuance Fee shall be payable for the number of
days each Letter of Credit is outstanding, and shall be payable quarterly in
arrears on the first day of each calendar quarter for the immediately preceding
calendar quarter, and on the Revolving Credit Maturity Date.


	Payments

.



	All payments of principal, interest, Reimbursement
Obligations, fees and any other amounts due hereunder or under any of the other
Loan Documents shall be made to the Administrative Agent, for the respective
accounts of the Lenders and the Administrative Agent, to be received at the
Administrative Agent's Office in immediately available funds by 12:00 noon
(Boston time) on any due date.


	All payments by the Borrowers hereunder and under any of
the other Loan Documents shall be made without setoff or counterclaim and free
and clear of and without deduction for any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any jurisdiction
or any political subdivision thereof or taxing or other authority therein unless
the Borrowers are compelled by law to make such deduction or withholding.  If
any such obligation is imposed upon the Borrowers with respect to any amount
payable by them hereunder or under any of the other Loan Documents, the
Borrowers will pay to the Administrative Agent, for the account of the Lenders
or (as the case may be) the Administrative Agent, on the date on which such
amount is due and payable hereunder or under such other Loan Document, such
additional amount in Dollars as shall be necessary to enable the Lenders or the
Administrative Agent to receive the same net amount which the Lenders or the
Administrative Agent would have received on such due date had no such obligation
been imposed upon the Borrowers.  In the event that the Borrowers are required
to make such deduction or withholding as a result of the fact that a Lender is
organized outside of the United States, such Lender shall use its reasonable
best efforts to transfer its Loans to an affiliate organized within the United
States if such transfer would have no adverse effect on such Lender or the
Loans.  The Borrowers will deliver promptly to the Lender certificates or other
valid vouchers for all taxes or other charges deducted from or paid with respect
to payments made by the Borrowers hereunder or under such other Loan
Document.


	Whenever a payment hereunder or under any of the other
Loan Documents becomes due on a day that is not a Business Day, the due date for
such payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension; provided that any Interest Period for
any Eurodollar Loan which ends on a day that is not a Eurodollar Business Day
shall end on the next succeeding Eurodollar Business Day unless the result of
such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately
preceding Eurodollar Business Day.


	Each Lender and the Administrative Agent that is not a
U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax
purposes (a "Non-U.S. Lender") hereby agrees that, if
and to the extent it is legally able to do so, it shall, prior to the date of
the first payment by the Borrowers hereunder to be made to such Lender or the
Administrative Agent or for such Lender's or the Administrative Agent's account,
deliver to the Borrowers and the Administrative Agent, as applicable, such
certificates, documents or other evidence, as and when required by the Code or
Treasury Regulations issued pursuant thereto, including (a) in the case of a
Non-U.S. Lender that is a "bank" for purposes of Section 881(c)(3)(A)
of the Code, two (2) duly completed copies of Internal Revenue Service Form W-
8BEN or Form W-8ECI and any other certificate or statement of exemption required
by Treasury Regulations, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Lender or the
Administrative Agent establishing that with respect to payments of principal,
interest or fees hereunder it is (i) not subject to United States federal
withholding tax under the Code because such payment is effectively connected
with the conduct by such Lender or Administrative Agent of a trade or business
in the United States or (ii) totally exempt or partially exempt from United
States federal withholding tax under a provision of an applicable tax treaty and
(b) in the case of a Non-U.S. Lender that is not a "bank" for purposes
of Section 881(c)(3)(A) of the Code, a certificate in form and substance
reasonably satisfactory to the Administrative Agent and the Borrowers and to the
effect that (i) such Non-U.S. Lender is not a "bank" for purposes
of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal
requirements as a bank in any jurisdiction, and has not been treated as a bank
for purposes of any tax, securities law or other filing or submission made to
any governmental authority, any application made to a rating agency or
qualification for any exemption from any tax, securities law or other legal
requirements, (ii) is not a ten (10) percent shareholder for purposes of
Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign
corporation receiving interest from a related person for purposes of Section
881(c)(3)(C) of the Code, together with a properly completed Internal Revenue
Service Form W-8 or W-9, as applicable (or successor forms).  Each Lender or the
Administrative Agent agrees that it shall, promptly upon a change of its lending
office or the selection of any additional lending office, to the extent the
forms previously delivered by it pursuant to this section are no longer
effective, and promptly upon the Borrowers' or the Administrative Agent's
reasonable request after the occurrence of any other event (including the
passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8
or W-9 in addition to or in replacement of the forms previously delivered,
deliver to the Borrowers and the Administrative Agent, as applicable, if and to
the extent it is properly entitled to do so, a properly completed and executed
Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms
thereto).


	Computations

.  All computations of interest on Base Rate
Loans and of Commitment Fees, Letter of Credit Fees or other fees shall, unless
otherwise expressly provided herein, be based on a 365-day year (or 366-day
year, as applicable) and paid for the actual number of days elapsed.  All
computations of interest on Eurodollar Loans shall, unless otherwise expressly
provided herein, be based on a 360-day year and paid for the actual number of
days elapsed.


	Capital
Adequacy

.  If any present or future law, governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law) or the interpretation thereof by a court or governmental authority
with appropriate jurisdiction affects the amount of capital required or expected
to be maintained by any Lender or the Administrative Agent or any corporation
controlling such Lender or the Administrative Agent, and such Lender or the
Administrative Agent determines that the amount of capital required to be
maintained by it is increased by or based upon the existence of such Lender's or
the Administrative Agent's Loans, Letter of Credit participations or Letters of
Credit, or commitment with respect thereto, then such Lender or the
Administrative Agent may notify the Borrowers of such fact.  To the extent that
the costs of such increased capital requirements are not reflected in the Base
Rate (if relating to Base Rate Loans), the Borrowers and such Lender or (as the
case may be) the Administrative Agent shall thereafter attempt to negotiate in
good faith, within thirty (30) days of the day on which the Borrowers receive
such notice, an adjustment payable hereunder that will adequately compensate
such Lender or the Administrative Agent in light of these circumstances.  If the
Borrowers and such Lender or the Administrative Agent are unable to agree to
such adjustment within thirty (30) days of the date on which the Borrowers
receive such notice, then commencing on the date of such notice (but not earlier
than the effective date of any such increased capital requirement), the fees
payable hereunder shall increase by an amount that will, in such Lender's or the
Administrative Agent's reasonable determination, provide adequate compensation.
Each Lender and the Administrative Agent shall allocate such cost increases
among its customers in good faith and on an equitable basis.


	Certificate

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


	Interest on Overdue
Amounts

.  

Overdue principal and (to the extent permitted by applicable
law) interest on the Loans and all other overdue amounts payable hereunder or
under any of the other Loan Documents shall bear interest compounded monthly and
payable on demand at a rate per annum equal to the Base Rate plus the
Applicable Base Rate Margin plus two (2) percentage points (2.00%) until
such amount shall be paid in full (after, as well as before, judgment).


	Interest
Limitation

.  Notwithstanding any other term of this
Credit Agreement or any other document referred to herein, the maximum amount of
interest which may be charged to or collected from any person liable hereunder
by any Lender shall be absolutely limited to, and shall in no event exceed, the
maximum amount of interest which could lawfully be charged or collected under
applicable law (including, to the extent applicable, the provisions of Section
5197 of the Revised Statutes of the United States of America, as amended, 12
U.S.C. Section 85, as amended), so that the maximum of all amounts constituting
interest under applicable law, howsoever computed, shall never exceed as to any
Person liable therefor such lawful maximum, and any term of this Credit
Agreement, the Letter of Credit Applications, or any other document referred to
herein or therein which could be construed as providing for interest in excess
of such lawful maximum shall be and hereby is made expressly subject to and
modified by the provisions of this paragraph.


	Election of Eurodollar Rate;
Notice of Election; Interest Periods; Minimum Amounts

.



	At the Borrowers' option, so long as no Default or Event
of Default has occurred and is then continuing, the Borrowers may (i) elect
to convert any Loan which is a Base Rate Loan or a portion thereof to a
Eurodollar Loan, (ii) at the time of any Loan and Letter of Credit Request,
specify that a requested Loan shall be a Eurodollar Loan, or (iii) upon
expiration of the applicable Interest Period, elect to maintain an existing
Eurodollar Loan as such, provided that the Borrowers give notice to the
Administrative Agent pursuant to  5.8(b) hereof.  Upon determining any
Eurodollar Rate, the Administrative Agent shall forthwith provide notice thereof
to the Borrowers and the Lenders, and each such notice to the Borrowers and the
Lenders shall be considered prima facie correct and binding,
absent manifest error.


	Three (3) Eurodollar Business Days prior to the making of
any Eurodollar Loan or the conversion of any Base Rate Loan to a Eurodollar
Loan, or, in the case of an outstanding Eurodollar Loan, the expiration date of
the applicable Interest Period, the Borrowers shall give telephonic notice
(confirmed by telecopy on the same Eurodollar Business Day) to the
Administrative Agent not later than 11:00 a.m. (Boston time) of their
election pursuant to  5.8(a).  Each such notice delivered to the Administrative
Agent shall specify the aggregate principal amount of the Loans to be borrowed
or maintained as or converted to Eurodollar Loans and the requested duration of
the Interest Period that will be applicable to such Eurodollar Loan, and shall
be irrevocable and binding upon the Borrowers.  If the Borrowers shall fail to
give the Administrative Agent notice of their election hereunder together with
all of the other information required by this  5.8(b) with respect to any Loan,
such Loan shall be deemed a Base Rate Loan.  In the event that the Borrowers
fail to provide any such notice with respect to the continuation of any
Eurodollar Loan as such, then such Eurodollar Loan shall be automatically
converted to a Base Rate Loan at the end of the then expiring Interest Period
relating thereto.


	Notwithstanding anything herein to the contrary, the
Borrowers may not specify an Interest Period that would extend beyond the
Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable. No
Interest Period relating to the Term Loan or any portion thereof bearing
interest at the Eurodollar Rate shall extend beyond the date on which any
regularly scheduled installment payment of the principal of the Term Loan is to
be made unless a portion of the Term Loan at least equal to such installment
payment has an Interest Period ending on such date or is then bearing
interest at the Base Rate.


	All Revolving Credit Loans and Term Loans shall be in a
minimum amount of $1,000,000 or integral multiples of $500,000 in excess
thereof.  In no event shall the Borrowers have more than ten (10) different
maturities of Eurodollar Loans outstanding at any time.


	Eurodollar
Indemnity

.  The Borrowers agree to indemnify the
Lenders and the Administrative Agent and to hold  them harmless from and against
any loss, cost or expenses (including loss of anticipated profits) that the
Lenders and the Administrative Agent may sustain or incur as a consequence of
(a) default by the Borrowers in payment of the principal amount of or any
interest on any Eurodollar Loans as and when due and payable, including any such
loss or expense arising from interest or fees payable by any Lender or the
Administrative Agent to lenders of funds obtained by it in order to maintain its
Eurodollar Loans, (b) a prepayment of principal on any Eurodollar Loan,
including prepayments which are the result of acceleration by the Lenders, or
(c) default by the Borrowers in making a borrowing or conversion after the
Borrowers have given (or are deemed to have given) notice pursuant to  2.5 or
 5.8, the making of any payment of a Eurodollar Loan or the making of any
conversion of any such Eurodollar Loan to a Base Rate Loan on a day that is not
the last day of the applicable Interest Period with respect thereto, including
interest or fees payable by any Lender to lenders of funds obtained by it in
order to maintain any such Loans or upon a transfer of interest in Eurodollar
Loans to an Acceding Lender pursuant to  18(g).


	Illegality; Inability to
Determine Eurodollar Rate

.  Notwithstanding any other provision of this
Credit Agreement, if (a) the introduction of, any change in, or any change in
the interpretation of, any law or regulation applicable to the Administrative
Agent or any Lender shall make it unlawful, or any central bank or other
governmental authority having jurisdiction thereof shall assert that it is
unlawful, for any Lender or the Administrative Agent to perform its obligations
in respect of any Eurodollar Loans, or (b) if any Lender or the
Administrative Agent shall reasonably determine with respect to Eurodollar Loans
that (i) by reason of circumstances affecting any Eurodollar interbank market,
adequate and reasonable methods do not exist for ascertaining the Eurodollar
Rate which would otherwise be applicable during any Interest Period, or (ii)
deposits of Dollars in the relevant amount for the relevant Interest Period are
not available to such Lender or the Administrative Agent in any Eurodollar
interbank market, or (iii) the Eurodollar Rate does not or will not accurately
reflect the cost to such Lender or the Administrative Agent of obtaining or
maintaining the applicable Eurodollar Loans  during any Interest Period, then
such Lender or the Administrative Agent shall promptly give telephonic, telex or
cable notice of such determination to the Borrowers (which notice shall be
conclusive and binding upon the Borrowers).  Upon such notification by such
Lender or the Administrative Agent, the obligation of such Lender or the
Administrative Agent to make Eurodollar Loans shall be suspended until such
Lender or the Administrative Agent determines that such circumstances no longer
exist, and the outstanding Eurodollar Loans shall continue to bear interest at
the applicable rate based on the Eurodollar Rate until the end of the applicable
Interest Period, and thereafter shall be deemed converted to Base Rate Loans in
equal principal amounts.


	Additional Costs,
Etc

.  

(a)Increased Costs Generally.  If any present
or future applicable law, which expression, as used herein, includes statutes,
rules and regulations thereunder and interpretations thereof by any competent
court or by any governmental or other regulatory body or official charged with
the administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender by any central bank or other fiscal, monetary or
other authority (whether or not having the force of law), shall impose on any
Lender any tax, levy, impost, duty, charge fees, deduction or withholdings of
any nature or requirements with respect to this Credit Agreement, the other Loan
Documents, the Loans, such Lender's Commitment, the Letters of Credit or any
class of loans or commitments or letters of credit of which any of the Loans,
the Commitments or the Letters of Credit forms a part, and the result of any of
the foregoing is:




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


	to reduce the amount of principal, interest or other
amount payable to such Lender hereunder on account of such Lender's Commitment,
the Loans, or drawings under the Letters of Credit, or


	to require such Lender to make any payment or to forego
any interest or other sum payable hereunder, the amount of which payment or
foregone interest or other sum is calculated by reference to the gross amount of
any sum receivable or deemed received by such Lender from the Borrowers
hereunder,

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

(b)Reserves on Eurodollar Loans.  The
Borrowers shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as "Eurocurrency
liabilities"), additional interest on the unpaid principal amount of each
Eurodollar Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan, provided the Borrowers shall
have received at least 10 days' prior notice (with a copy to the Administrative
Agent) of such additional interest from such Lender.  If a Lender fails to give
notice 10 days prior to the relevant Interest Payment Date, such additional
interest shall be due and payable 10 days from receipt of such notice


	Replacement of
Lenders

.  If any Lender (an "Affected
Lender") (i) makes demand upon the Borrowers for (or if the
Borrowers are otherwise required to pay) amounts pursuant to   5.4 or 5.11 or
(ii) is unable to make or maintain Eurodollar Loans as a result of a condition
described in  5.10, the Borrowers may, within 90 days of receipt of such demand
or notice (or the occurrence of such other event causing the Borrowers to be
required to pay such compensation or causing  5.10 to be applicable), by notice
in writing to the Administrative Agent and such Affected Lender (a
"Replacement Notice") (A) request the Affected Lender to
cooperate with the Borrowers in obtaining a replacement bank satisfactory to the
Administrative Agent and the Borrowers (the "Replacement
Lender"); (B) request the non-Affected Lenders to acquire and assume
all of the Affected Lender's Loans and Commitment, as provided herein, but none
of such Lenders shall be under an obligation to do so; or (C) designate a
Replacement Lender reasonably satisfactory to the Administrative Agent.  If any
satisfactory Replacement Lender shall be obtained, and/or any of the non-
Affected Lenders shall agree to acquire and assume all of the Affected Lender's
Loans and Commitment, then such Affected Lender shall, so long as no Event of
Default shall have occurred and be continuing, assign, in accordance with  18,
all of its Commitment, Loans and other rights and obligations under this Credit
Agreement and all other Loan Documents to such Replacement Lender or non-
Affected Lenders, as the case may be, in exchange for payment of the principal
amount so assigned and all interest and fees accrued on the amount so assigned,
plus all other Obligations then due and payable to the Affected Lender;
provided, however, that (i) such assignment shall be without
recourse, representation or warranty and shall be on terms and conditions
reasonably satisfactory to such Affected Lender and such Replacement Lender
and/or non-Affected Lenders, as the case may be, and (ii) prior to any such
assignment, the Borrowers shall have paid to such Affected Lender all amounts
properly demanded and unreimbursed under   5.4, 5.9, 5.10 and 5.11.  Upon the
effective date of such assignment, and such Replacement Lender and/or non-
Affected Lenders shall become a "Lender" for all purposes under this
Credit Agreement and the other Loan Documents.


	Concerning Joint and Several
Liability of the Borrowers

.



	Each Borrower accepts joint and several liability for the
Obligations of all of the Borrowers hereunder and under the other Loan Documents
in consideration of the financial accommodations to be provided by the
Administrative Agent and the Lenders under this Credit Agreement, for the mutual
benefit, directly and indirectly, of each Borrower and in consideration of the
undertakings of each other Borrower to accept joint and several liability for
the Obligations.


	Each Borrower, jointly and severally, hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers with respect to the payment
and performance of all of the Obligations (including, without limitation, any
Obligations arising under this  5.13), it being the intention of the parties
hereto that all of the Obligations shall be the joint and several Obligations of
each Borrower without preferences or distinction among them.


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


	The Obligations of each Borrower under the provisions of
this  5.13 constitute full recourse Obligations of each Borrower enforceable
against each such Borrower to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Credit
Agreement or any other circumstance whatsoever.


	Except as otherwise expressly provided in this Credit
Agreement, each Borrower, to the fullest extent permitted by applicable law,
hereby waives notice of acceptance of its joint and several liability, notice of
any Loans made under this Credit Agreement, notice of any action at any time
taken or omitted by the Administrative Agent or the Lenders under or in respect
of any of the Obligations, and, generally, to the extent permitted by applicable
law, all demands, notices and other formalities of every kind in connection with
this Credit Agreement.  Each Borrower, to the fullest extent permitted by
applicable law, hereby waives all defenses which may be available by virtue of
any valuation, stay, moratorium law or other similar law now or hereafter in
effect, any right to require the marshaling of assets of the Borrowers and any
other Person primarily or secondarily liable with respect to any of the
Obligations and all suretyship defenses generally.  Each Borrower, to the
fullest extent permitted by applicable law, hereby assents to, and waives notice
of, any extension or postponement of the time for the payment of any of the
Obligations, the acceptance of any payment of any of the Obligations, the
acceptance of any partial payment thereon, any waiver, consent or other action
or acquiescence by the Lenders at any time or times in respect of any default by
any of the Borrowers in the performance or satisfaction of any term, covenant,
condition or provision of this Credit Agreement, any and all other indulgences
whatsoever by the Lenders in respect of any of the Obligations, and the taking,
addition, substitution or release, in whole or in part, at any time or times, of
any security for any of the Obligations or the addition, substitution or
release, in whole or in part, of any of the Borrowers.  Without limiting the
generality of the foregoing, each Borrower assents to any other action or delay
in acting or failure to act on the part of the Lenders with respect to the
failure by any of the Borrowers to comply with any of its respective
Obligations, including, without limitation, any failure strictly or diligently
to assert any right or to pursue any remedy or to comply fully with applicable
laws or regulations thereunder, which might, but for the provisions of this
 5.13, afford grounds for terminating, discharging or relieving any of the
Borrowers, in whole or in part, from any of its Obligations under this  5.13, it
being the intention of each Borrower that, so long as any of the Obligations
hereunder remain unsatisfied, the Obligations of such Borrowers under this  5.13
shall not be discharged except by performance and then only to the extent of
such performance.  The Obligations of each Borrower under this  5.13 shall not
be diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, re-construction or similar proceeding with respect to
any of the Borrowers, the Administrative Agent or the Lenders.  The joint and
several liability of the Borrowers hereunder shall continue in full force and
effect notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, membership, constitution or place of formation of any of
the Borrowers, the Administrative Agent or the Lenders.


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


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


	The provisions of this  5.13 are made for the benefit of
the Administrative Agent and the Lenders and their successors and assigns, and
may be enforced in good faith by them from time to time against any or all of
the Borrowers as often as the occasion therefor may arise and without
requirement on the part of the Administrative Agent or the Lenders first to
marshal any of their claims or to exercise any of their rights against any other
Borrower or to exhaust any remedies available to them against any other Borrower
or to resort to any other source or means of obtaining payment of any of the
Obligations hereunder or to elect any other remedy.  The provisions of this
 5.13 shall remain in effect until all of the Obligations shall have been paid
in full or otherwise fully satisfied.  If at any time, any payment, or any part
thereof, made in respect of any of the Obligations, is rescinded or must
otherwise be restored or returned by the Administrative Agent or the Lenders
upon the insolvency, bankruptcy or reorganization of any of the Borrowers or is
repaid in good faith settlement of a pending or threatened avoidance claim, or
otherwise, the provisions of this  5.13 will forthwith be reinstated in effect,
as though such payment had not been made.


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

(j)Each of the Borrowers waives any rights and
defenses that are or may become available to such Borrower by reason of Sections
2787 to 2855, inclusive, 2899 and 3433 of the California Civil
Code.

(k)As provided below, this Credit Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.  The foregoing waivers and the provisions hereinafter set forth in this
Agreement which pertain to California law are included solely out of an
abundance of caution, and shall not be construed to mean that any of the above
referenced provisions of California law are in any way applicable to this Credit
Agreement or the Obligations.

(l)Each of the Borrowers understands and acknowledges
that if the Lenders foreclose judicially or nonjudicially
against any real property security for the
Obligations, that foreclosure could impair or destroy any ability that such
Borrower may have to seek reimbursement, contribution, or indemnification from
the other Borrowers or others based on any right such Borrower may have of
subrogation, reimbursement, contribution, or indemnification for any amounts
paid by such Borrower under this Credit Agreement.  Each of the Borrowers
further understands and acknowledges that in the absence of this paragraph, such
potential impairment or destruction of such Borrower's rights, if any, may
entitle such Borrower to assert a defense to this Credit Agreement based on
Section 580d of the California Code of Civil Procedure as interpreted in
Union Bank v. Gradsky,  265
Cal. App. 2d 40 (1968).  By executing this Credit Agreement, each Borrower
freely, irrevocably, and unconditionally: (i) waives and relinquishes that
defense and agrees that it will be fully liable under this Credit Agreement even
though the Lenders may foreclose, either by judicial foreclosure or by exercise
of power of sale, any deed of trust securing the Obligations; (ii) agrees that
it will not assert that defense in any action or proceeding which any of the
Lenders may commence to enforce this Credit Agreement; (iii) acknowledges and
agrees that the rights and defenses waived by such Borrower in this Credit
Agreement include any right or defense that such Borrower may have or be
entitled to assert based upon or arising out of any one or more of Sections
580a, 580b, 580d, or 726 of the California Code of Civil Procedure or Section
2848 of the California Civil Code; and (iv) acknowledges and agrees that the
Lenders are relying on this waiver in creating the Obligations, and that this
waiver is a material part of the consideration which the Lenders are receiving
for creating the Obligations.

	REPRESENTATIONS AND
WARRANTIES.

The Borrowers jointly and severally represent and warrant
to the Lenders that on and as of the date of this Credit Agreement, each
Drawdown Date, and the date of issuance of any Letter of Credit (with any
disclosure on a schedule pursuant to this  6 applying to all relevant
representations and warranties, regardless of whether such schedule is
referenced in each relevant representation):



	Corporate
Authority

.



	Incorporation; Good Standing. Each Borrower
(i) is a corporation, partnership, limited liability company or similar
business entity duly organized, validly existing and in good standing or in
current status under the laws of its respective state of organization,
(ii) has all requisite corporate (or equivalent company or partnership)
power to own its property and conduct its business as now conducted and as
presently contemplated, and (iii) is in good standing as a foreign
corporation, partnership, limited liability company or similar business entity
and is duly authorized to do business in each jurisdiction in which its property
or business as presently conducted or contemplated makes such qualification
necessary except where a failure to be so qualified would not have a Material
Adverse Effect.


	Authorization.  The execution, delivery and
performance of the Loan Documents and the transactions contemplated hereby and
thereby (i) are within the corporate (or equivalent company or partnership)
authority of each Borrower, (ii) have been duly authorized by all necessary
corporate (or equivalent company or partnership) proceedings, (iii) do not
conflict with or result in any material breach or contravention of any provision
of law, statute, rule or regulation to which any Borrower is subject or any
judgment, order, writ, injunction, license or permit applicable to any Borrower
so as to materially adversely affect the assets, business or any activity of the
Borrowers, and (iv) do not conflict with any provision of the corporate
charter or bylaws (or the equivalent company or partnership constitutive
documents) of any Borrower or any agreement or other instrument binding upon
them, including, without limitation, the 2022 Notes Indenture.


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


	Governmental
Approvals

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


	Title to Properties;
Leases

.  The Borrowers own all of the assets
reflected in the consolidated balance sheets as at the Balance Sheet Date or
acquired since that date (except property and assets sold or otherwise disposed
of in the ordinary course of business since that date), subject to no mortgages,
capitalized leases, conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens.


	Financial Statements;
Solvency

.



	There has been furnished to the Lenders (i) audited
consolidated financial statements of the Borrowers dated the Balance Sheet Date
and (ii) consolidated financial statements of the Borrowers dated the Interim
Balance Sheet Date.  Said financial statements have been prepared in accordance
with GAAP and fairly present in all material respects the financial condition of
the Borrowers on a consolidated basis, as at the close of business on the
respective dates thereof and the results of operations for the respective
periods then ended.  There are no contingent liabilities of the Borrowers
involving material amounts, known to the officers of the Borrowers, which have
not been disclosed in said balance sheets and the related notes thereto or
otherwise in writing to the Lenders.


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


	No Material Changes,
Etc

.  Since the Interim Balance Sheet Date, no
Material Adverse Effect has occurred with respect to the financial condition or
businesses of the Borrowers, taken as a whole, as shown on or reflected in the
consolidated balance sheet of the Borrowers as of the Interim Balance Sheet
Date, or the consolidated statement of income for the fiscal year then ended.
Since the Interim Balance Sheet Date, there have not been any Restricted
Payments other than as permitted by  8.6 hereof.


	Permits, Franchises, Patents,
Copyrights, Etc

.  Each Borrower possess all franchises,
patents, copyrights, trademarks, trade names, licenses and permits, and rights
in respect of the foregoing, adequate for the conduct of their businesses
substantially as now conducted without known conflict with any rights of
others.


	Litigation

.  Except as shown on Schedules 6.7 and
6.16 hereto, there are no actions, suits, proceedings or investigations
of any kind pending or, to the knowledge of any Borrower, threatened against any
Borrower before any court, tribunal or administrative agency or board which, if
adversely determined, might, either in any individual case or in the aggregate,
have a Material Adverse Effect.


	No Materially Adverse
Contracts, Etc

.  No Borrower is subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or
regulation which in the judgment of the Borrowers' officers has or is expected
in the future to have a Material Adverse Effect.  No Borrower is a party to any
contract or agreement which in the judgment of the Borrowers' officers has or is
expected to have a Material Adverse Effect, except as otherwise reflected in
adequate reserves.


	Compliance With Other
Instruments, Laws, Etc

.  No Borrower is violating any provision of
its charter documents or by-laws (or the equivalent company or partnership
constitutive documents) or any agreement or instrument by which any of them may
be subject or by which any of them or any of their properties may be bound or
any decree, order, judgment, or any statute, license, rule or regulation, in a
manner which could result in the imposition of substantial penalties or have a
Material Adverse Effect.


	Tax Status

.  Each Borrower has made or filed all federal
and state income and all other tax returns, reports and declarations required by
any jurisdiction to which any of them is subject (unless and only to the extent
that such Borrower has set aside on its books provisions reasonably adequate for
the payment of all unpaid and unreported taxes); and have paid all taxes and
other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith; and have set aside on their books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply.  There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Borrowers know of no basis for any
such claim.


	No Event of
Default

.  No Default or Event of Default has occurred
and is continuing as of the date of this Credit Agreement.


	Holding Company and
Investment Company Acts

.  No Borrower is a "holding
company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company," as
such terms are defined in the Public Utility Holding Company Act of 1935; nor is
any of them a "registered investment company," or an "affiliated
company" or a "principal underwriter" of a "registered
investment company," as such terms are defined in the Investment Company
Act of 1940, as amended.


	Absence of Financing
Statements, Etc

.  Other than Permitted Liens, there is no
financing statement, security agreement, chattel mortgage, real estate mortgage
or other document filed or recorded with any filing records, registry, or other
public office, which purports to cover, affect or give notice of any present or
possible future lien on, or security interest in, any assets or property of any
Borrower, or any rights relating thereto.


	Employee Benefit
Plans

.  



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


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


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


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


	Use of
Proceeds

.  



	  General

.  

The proceeds of the Loans shall be used solely as follows:
(a)  to refinance Indebtedness of the Borrowers under the Existing
Credit Agreement; (b) to repurchase, repay or refinance, in whole or in part,
the 2022 Convertible Subordinated Notes and any Permitted Debt Offering entered
into prior to the redemption of the 2022 Convertible Subordinated Notes,
provided that at least fifty percent (50%) of the proceeds of such
Permitted Debt Offering were used to repay the Loans; (c) to finance
acquisitions permitted pursuant to  8.4; and (d) for capital expenditures,
working capital, Letters of Credit, and general corporate purposes.


	  Regulations U and
X

.  

No portion of any Loan is to be used, and no portion of any
Letter of Credit is to be obtained, for the purpose of purchasing or carrying
any "margin security" or "margin stock" as such terms are
used in Regulations U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R. Parts 221 and 224.


	  Ineligible
Securities

.  

No portion of the proceeds of any Loans is to be used, and no
portion of any Letter of Credit is to be obtained, for the purpose of knowingly
purchasing, or providing credit support for the purchase of, during the
underwriting or placement period or within thirty (30) days thereafter, any
Ineligible Securities underwritten or privately placed by a Financial
Affiliate.


	Environmental
Compliance

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



	none of the Borrowers or Excluded Subsidiaries, nor any
operator of their properties, is in violation, or alleged violation, of any
judgment, decree, order, law, permit, license, rule or regulation pertaining to
environmental matters, including without limitation, those arising under RCRA,
CERCLA, the Superfund Amendments and Reauthorization Act of 1986
("SARA"), the Federal Clean Water Act, the Federal Clean Air
Act, the Toxic Substances Control Act, or any state or local or federal or
provincial statute, regulation, ordinance, order or decree relating to health,
safety or the environment (the "Environmental Laws"), which
violation would have a Material Adverse Effect; and


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


	Perfection of Security
Interests

.  All filings, assignments, pledges and
deposits of documents or instruments to be made by the Borrowers have been made
and all other actions have been taken that are necessary or advisable under
applicable law to establish and perfect the Administrative Agent's security
interest in the Collateral.  The Collateral and the Administrative Agent's
rights with respect to the Collateral are not subject to any setoff, claims,
withholdings or other defenses.


	Transactions with
Affiliates

.  Except as disclosed in Schedule 6.18
or filings made by the Borrowers under the Securities Exchange Act of 1934 prior
to the Closing Date, and except for arm's length transactions pursuant to which
a Borrower makes payments in the ordinary course of business upon terms no less
favorable than such Borrower could obtain from third parties, none of the
officers, directors, or employees of any Borrower is presently a party to any
transaction with another Borrower (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of any Borrower, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.


	Subsidiaries

.  Schedule 2 (as updated from time to
time pursuant to  7.16) sets forth a complete and accurate list of the
Subsidiaries of the Parent, including the name of each Subsidiary, the location
of its chief executive office, and its jurisdiction of incorporation, together
with the number of authorized and outstanding shares of each Subsidiary.  Each
Subsidiary listed on Schedule 2 is (a) wholly owned by the Parent
(except as noted in such Schedule) and (b) is a Borrower hereunder
(except the Excluded Subsidiaries), 100% of the assets and stock (or in the case
of a foreign Subsidiary, 65% of the stock) of which have been pledged to the
Administrative Agent on behalf of the Lenders (subject to Permitted Liens)
pursuant to the Security Documents.  The Parent has good and marketable title to
all of the shares it purports to own of the stock of each such Subsidiary, and
each other Borrower has good and marketable title to all of the shares it
purports to own of the stock of such Subsidiary, free and clear in each case of
any lien.  All such shares have been duly issued and are fully paid and non-
assessable.


	True Copies of Charter and
Other Documents

.  Each Borrower has furnished the
Administrative Agent copies, in each case true and complete as of the Closing
Date, of its (a) charter and other constitutive documents and (b) by-
laws (or equivalent constitutive documents), each including any amendments
thereto.


	Disclosure

.  Neither this Credit Agreement, nor any of
the other Loan Documents, nor any document or information furnished by the
Borrowers in connection therewith contains any untrue statement of a material
fact or omits to state a material fact (known to any Borrower in the case of any
document or information not furnished by the Borrowers) necessary in order to
make the statements herein or therein not misleading.  There is no fact known to
any Borrower which materially adversely affects, or which is reasonably likely
in the future to materially adversely affect, the business, assets, or financial
condition of any Borrower, exclusive of effects resulting from changes in
general economic conditions, legal standards or regulatory conditions.


	Capitalization

  (a)As of September 30, 2005, the
authorized Capital Stock of the Parent consists of (i) 100,000,000 shares of
common stock (par value $0.01 per share) of which 46,317,813 shares were
outstanding as of such date, and (ii) 7,500,000 shares of preferred stock of
which none were outstanding as of such date.  All of such outstanding shares are
fully paid and non-assessable.  In addition, as of September 30, 2005, the board
of directors of the Parent has duly reserved (A) 45,950 shares of the Parent's
common stock for issuance pursuant to outstanding warrants, (B) 5,632,907 shares
of the Parent's common stock for issuance pursuant to outstanding options, (C)
3,068,601 shares of the Parent's common stock for issuance upon the exercise of
employee stock options available to be granted pursuant to the Parent's stock
option plans, of which up to 450,000 shares may be issued as restricted stock,
(D) 187,565 shares of the Parent's common stock available to be granted pursuant
to the Parent's warrant plans, (E) 5,424,668 shares of the Parent's common stock
for issuance upon the conversion of the 2022 Convertible Subordinated Notes, (F)
64,925 shares of the Parent's common stock issued and restricted under a
restricted stock plan for general issuance and (G) subject to clause (C) above,
7,037 shares of the Parent's common stock available to be granted under
restricted stock plans, and (H) subject to clause (C) above, 32,142 shares of
the Parent's common stock that may be issued on satisfaction of conditions in
restricted stock unit awards.

(b)The shares of the Capital Stock of the
Subsidiaries pledged to the Administrative Agent pursuant to the Securities
Pledge Agreement are held of record as set forth on the Annex A to
the Securities Pledge Agreement.  Such Capital Stock constitutes, of record,
100% of the outstanding Capital Stock of each such Subsidiary (or in the case of
a foreign Subsidiary, 65% of the outstanding Capital Stock), and, to our
knowledge, on a fully-diluted basis, 100% of such outstanding Capital Stock (or
in the case of a foreign Subsidiary, 65% of such outstanding Capital Stock).


	Foreign Assets Control Regulations,
Etc

.  None of the requesting or borrowing of the
Loans, the requesting or issuance, extension or renewal of any Letters of Credit
or the use of the proceeds of any thereof will violate the Trading With the
Enemy Act (50 U.S.C.   1 et seq., as amended) (the "Trading With the
Enemy Act") or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
(the "Foreign Assets Control Regulations") or any enabling
legislation or executive order relating thereto (which for the avoidance of
doubt shall include, but shall not be limited to (a) Executive Order 13224 of
September 21, 2001 Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001))
(the "Executive Order") and (b) the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, no Borrower or other
Affiliates (a) is or will become a "blocked person" as described in
the Executive Order, the Trading With the Enemy Act or the Foreign Assets
Control Regulations or (b) engages or will engage in any dealings or
transactions, or be otherwise associated, with any such "blocked
person".


	Guarantees of Excluded
Subsidiaries

.  Except as permitted under  8.1 or  8.3, no
Borrower has executed a guarantee with respect to Indebtedness incurred by an
Excluded Subsidiary, and no Excluded Subsidiary has guaranteed any Subordinated
Debt or Permitted Debt Offering.

	AFFIRMATIVE COVENANTS OF THE
BORROWERS.

The Borrowers covenant and agree that, so long as any
Obligation is outstanding or any Lender has any obligation to make any Loans or
the Administrative Agent has any obligation to issue, extend or renew any
Letters of Credit:



	Punctual
Payment

.  The Borrowers will duly and punctually pay
or cause to be paid the principal and interest on the Loans, all Reimbursement
Obligations, fees and other amounts provided for in this Credit Agreement and
the other Loan Documents, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.


	Maintenance of
Offices

.  The Parent will maintain its chief
executive offices at 35 Iron Point Circle, Suite 200, Folsom, California 95630-
8589, and each Subsidiary will maintain its chief executive offices at the
location set forth on Schedule 2, or at such other place in the
United States as the Borrowers shall designate upon 30 days' prior written
notice to the Administrative Agent.


	Records and
Accounts

.  Each Borrower will (i) keep true and
accurate records and books of account in which full, true and correct entries
will be made in accordance with generally accepted accounting principles,
(ii) maintain adequate accounts and reserves for all taxes (including
income taxes), depreciation, depletion, obsolescence and amortization of its
properties, contingencies, and other reserves, and (iii) at all times
engage the Accountants as the independent certified public accountants of the
Borrowers.


	Financial Statements, Certificates and
Information

.  The Borrowers will deliver to the
Lenders:



	within five (5) days after the filing with the Securities
and Exchange Commission of the Parent's Annual Report on Form 10-K with respect
to each fiscal year (and in any event within 100 days after the end of such
fiscal year), the consolidated and consolidating balance sheets of the Borrowers
as at the end of such year, statements of cash flows, and the related
consolidated and consolidating statements of operations, each setting forth in
comparative form the figures for the previous fiscal year, all such consolidated
and consolidating financial statements to be in reasonable detail, prepared in
accordance with GAAP and, with respect to the consolidated financial statements,
certified by the Accountants;


	within five (5) days after the filing with the Securities
and Exchange Commission of the Parent's Quarterly Report on Form 10-Q with
respect to the first three fiscal quarters of each fiscal year (and in any event
within 55 days after the end of each such fiscal quarter), copies of the
consolidated and consolidating balance sheets and statement of operations of the
Borrowers as at the end of such quarter, subject to year end adjustments, and
the related statement of cash flows, all in reasonable detail and prepared in
accordance with GAAP, with a certification by the principal financial or
accounting officer of the Borrowers (the "CFO") that the
consolidated financial statements are prepared in accordance with GAAP and
fairly present the consolidated financial condition of the Borrowers as at the
close of business on the date thereof and the results of operations for the
period then ended;


	simultaneously with the delivery of the financial
statements referred to in (a) and (b) above, a statement in the form of
Exhibit B hereto (the "Compliance
Certificate") certified by the CFO that the Borrowers are in
compliance with the covenants contained in   7, 8 and 9 hereof as of the end of
the applicable period setting forth in reasonable detail computations evidencing
such compliance, provided that if the Borrowers shall at the time
of issuance of such certificate or at any other time obtain knowledge of any
Default or Event of Default, the Borrowers shall include in such certificate or
otherwise deliver forthwith to the Lenders a certificate specifying the nature
and period of existence thereof and what action the Borrowers propose to take
with respect thereto and a certificate of the Borrowers' Chief Operating Officer
in the form attached hereto as Exhibit C with respect to
environmental matters;


	as soon as practicable, but in any event not later than
sixty (60) days after each fiscal year end of the Borrowers, a copy of the
annual budget and projections for the Borrowers for such fiscal year;


	contemporaneously with, or promptly following, the filing
or mailing thereof, copies of all material of a financial nature filed with the
Securities and Exchange Commission or sent to the stockholders of the Borrowers;
and


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

Borrowers shall be deemed to have delivered reports and other
information referred to in clauses (a), (b), and (e) of this Section 7.4 when
(A) such reports or other information have been posted on the Internet website
of the Securities and Exchange Commission (
http://www.sec.gov) or on Parent's Internet
website as previously identified to the Administrative Agent and Lenders and (B)
Parent or Borrowers have notified the Administrative Agent by electronic mail of
such posting.

The Borrowers hereby acknowledge that (i) the Administrative
Agent will make available to the Lenders and the Issuing Lender materials and/or
information provided by or on behalf of the Borrowers hereunder (collectively,
"Borrower Materials") by posting Borrower Materials on IntraLinks
or another similar electronic system (the "Platform") and (ii) certain of
the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrowers or their
securities) (each, a "Public Lender").  The Borrowers hereby agree
that (w) all Borrower Materials that are to be made available to Public Lenders
shall be clearly and conspicuously marked "PUBLIC" by the Borrowers, which, at a
minimum, shall mean that the word "PUBLIC" shall appear prominently on the first
page thereof; (x) by marking Borrower Materials "PUBLIC", the Borrowers shall be
deemed to have authorized the Administrative Agent, the Issuing Lender and the
Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and
proprietary) with respect to the Borrowers or their securities for purposes of
United States Federal and state securities laws; (y) all Borrower Materials
marked "PUBLIC" are permitted to be made available through a portion of the
Platform designated "Public Investor"; and (z) the Administrative Agent shall be
entitled to treat any Borrower Materials that are not marked "PUBLIC" as being
suitable only for posting on a portion of the Platform not designated "Public
Investor".


	Legal Existence and Conduct
of Business

.  Each Borrower will do or cause to be done
all things necessary to preserve and keep in full force and effect its legal
existence, legal rights and franchises; effect and maintain its foreign
qualifications, licensing, domestication or authorization except as terminated
by such Borrower's Board of Directors in the exercise of its reasonable judgment
and except where the failure of a Borrower to remain so qualified would not have
a Material Adverse Effect; use its best efforts to comply with all applicable
laws except where any noncompliance would not have a Material Adverse Effect;
and shall not become obligated under any contract or binding arrangement which,
at the time it was entered into would have a Material Adverse Effect.  Each
Borrower will continue to engage primarily in the businesses now conducted by it
and in related businesses.


	Maintenance of
Properties

.  The Borrowers will cause all material
properties used or useful in the conduct of their businesses to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrowers may be necessary so that the businesses carried on in connection
therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this section shall prevent the
Borrowers from discontinuing the operation and maintenance of any of their
properties if such discontinuance is, in the judgment of the Borrowers,
desirable in the conduct of their business and which does not in the aggregate
have a Material Adverse Effect.


	Insurance

.  The Borrowers will maintain with
financially sound and reputable insurance companies, funds or underwriters'
insurance of the kinds, covering the risks (other than risks arising out of or
in any way connected with personal liability of any officers and directors
thereof) and in the relative proportionate amounts usually carried by reasonable
and prudent companies conducting businesses similar to that of the Borrowers,
but in no event less than that required under  7 of the Security Agreement.  In
addition, the Borrowers will furnish from time to time, upon the Administrative
Agent's request, a summary of the insurance coverage, which summary shall be in
form and substance satisfactory to the Administrative Agent and, if requested by
the Administrative Agent, will furnish to the Administrative Agent copies of the
applicable policies naming the Administrative Agent as a loss payee and/or
additional insured (as applicable) thereunder.  Notwithstanding the foregoing,
the Borrowers shall be permitted to maintain self insurance programs of the
kinds, covering the risks and in the relative amounts as more particularly
described on Schedule 7.7.


	Taxes

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


	Inspection of Properties,
Books, and Contracts

.  The Borrowers will permit the Lenders, the
Administrative Agent or any of their designated representatives, upon reasonable
notice and during normal business hours, to visit and inspect any of their
properties, to examine their books of account (including the making of periodic
accounts receivable reviews), or contracts (and to make copies thereof and
extracts therefrom), and to discuss their affairs, finances and accounts with,
and to be advised as to the same by, their officers, all at such times and
intervals as the Lenders or the Administrative Agent may reasonably
request.


	Compliance with Laws,
Contracts, Licenses and Permits; Maintenance of Material Licenses and
Permits

.  The Borrowers will and will cause the
Excluded Subsidiaries to (i) comply with the provisions of their charter
documents and by-laws (or the equivalent constitutive documents) and all
agreements and instruments by which they or any of their properties may be
bound; and (ii) comply with all applicable laws and regulations (including
Environmental Laws), decrees, orders, judgments, licenses and permits,
including, without limitation, all environmental permits hereto
("Applicable Laws"), except where noncompliance with
such Applicable Laws would not have a Material Adverse Effect.  If at any time
while any Loan or Letter of Credit is outstanding or any Lender or the
Administrative Agent has any obligation to make Loans or issue Letters of Credit
hereunder, any authorization, consent, approval, permit or license from any
officer, agency or instrumentality of any government shall become necessary or
required in order that the Borrowers may fulfill any of their obligations
hereunder, the Borrowers will immediately take or cause to be taken all
reasonable steps within the power of the Borrowers to obtain such authorization,
consent, approval, permit or license and furnish the Lenders with evidence
thereof.


	Environmental
Indemnification

.  Each Borrower covenants and agrees that it
will indemnify and hold the Lenders harmless from and against any and all
claims, expense, damage, loss or liability incurred by the Lenders (including
all costs of legal representation incurred by the Lenders) relating to
(a) any Release or threatened Release of Hazardous Substances on the Real
Property; (b) any violation of any Environmental Laws with respect to
conditions at the Real Property or the operations conducted thereon; or
(c) the investigation or remediation of offsite locations at which any
Borrower or its predecessors are alleged to have directly or indirectly disposed
of Hazardous Substances.  It is expressly acknowledged by each Borrower that
this covenant of indemnification shall include claims, expense, damage, loss or
liability incurred by the Lenders based upon the Lenders' negligence, and this
covenant shall survive any foreclosure or any modification, release or discharge
of the Loan Documents or the payment of the Loans and shall inure to the benefit
of the Lenders, their successors and assigns.


	Further
Assurances

.  The Borrowers will cooperate with the
Lenders and execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to carry out to the Lenders'
satisfaction the transactions contemplated by this Credit Agreement and the Loan
Documents.


	Notice of Potential Claims or
Litigation

.  The Borrowers will deliver to the Lenders,
within 30 days of receipt thereof, written notice of the initiation of any
action, claim, complaint, or any other notice of dispute or potential litigation
(including without limitation any alleged violation of any Environmental Law),
wherein the potential liability is in excess of $5,000,000 together with a copy
of each such notice received by any Borrower or any Excluded Subsidiary.


	Notice of Certain Events
Concerning Insurance and Environmental Claims

.



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


	The Borrowers will promptly notify the Lenders in writing
of any of the following events:



	upon obtaining knowledge of any violation of any
Environmental Law regarding the Real Property or any Borrower's operations,
which violation could have a Material Adverse Effect; (ii) upon obtaining
knowledge of any potential or known Release or threat of Release of any
Hazardous Substance at, from, or into the Real Property which is reportable in
writing to any governmental authority and which is material in amount or nature;
(iii) upon receipt of any notice of violation of any Environmental Laws or
of any Release or threatened Release of Hazardous Substances, including a notice
or claim of liability or potential responsibility from any third party
(including without limitation any federal, state or local governmental
officials) and including notice of any formal inquiry, proceeding, demand,
investigation or other action with regard to (A) operation of the Real Property,
(B) contamination on, from or into the Real Property, or
(C) investigation or remediation of offsite locations at which any Borrower
or any of its predecessors is alleged to have directly or indirectly Disposed of
Hazardous Substances, which violation or Release in any such case could have a
Material Adverse Effect; or (iv) upon obtaining knowledge that any material
expense or loss has been incurred by such governmental authority in connection
with the assessment, containment, removal or remediation of any Hazardous
Substances with respect to which any Borrower may be liable or for which a lien
may be imposed on the Real Property.


	Notice of
Default

.  The Borrowers will promptly notify the
Lenders in writing of the occurrence of any Default or Event of Default.  If any
Person shall give any notice or take any other action in respect of a claimed
default (whether or not constituting an Event of Default) under this Credit
Agreement or any other note, evidence of Indebtedness, indenture or other
obligation evidencing Indebtedness in excess of $5,000,000 as to which any
Borrower is a party or obligor, whether as principal or surety, the Borrowers
shall forthwith give written notice thereof to the Lenders, describing the
notice of action and the nature of the claimed default.


	New
Subsidiaries

.  



	Any new Subsidiary (other than Excluded Subsidiaries)
created or acquired by a Borrower as permitted under  8.4 shall become a
Borrower hereunder.  With respect to a new Subsidiary that at the time of
creation or acquisition has $10,000,000 or more in assets as determined in
accordance with GAAP, such Subsidiary
shall become a Borrower hereunder on or before the fifteenth (15th)
Business Day after the end of the calendar month in which such Subsidiary was
created or acquired or such earlier date as the Administrative Agent may, in its
sole discretion, require but no earlier than the fifteenth (15th) Business Day
after the date of the creation or acquisition of such Subsidiary.  With respect
to a new Subsidiary that at the time of creation or acquisition has less than
$10,000,000 in assets as determined in accordance with GAAP, such Subsidiary
shall become a Borrower hereunder on or before the fifteenth (15th)
Business Day after the end of the fiscal quarter in which such Subsidiary was
created or acquired.  In each such case, a Subsidiary shall become a Borrower by
(x) signing a joinder agreement in substantially the form attached hereto as
Exhibit E or entering into an amendment to this Credit Agreement
and the Security Documents, as applicable, with the other parties hereto and
thereto, in form and substance satisfactory to the Administrative Agent,
providing that such Subsidiary shall become a Borrower hereunder, 100% of the
stock (or in the case of a foreign Subsidiary, 65% of the stock) and assets of
which shall be pledged to the Administrative Agent for the benefit of the
Lenders (subject to Permitted Liens), and (y) providing such other documentation
as the Administrative Agent may reasonably request, including, without
limitation, documentation with respect to the conditions specified in  10
hereof.  In such event, the Administrative Agent is hereby authorized by the
parties to amend Schedule 2 to include such new
Subsidiary.


	The Parent shall at all times directly or indirectly
through a Subsidiary own all of the Capital Stock of each of the Subsidiaries
(other than the Excluded Subsidiaries), and such Capital Stock shall at all
times be pledged to the Administrative Agent pursuant to the Securities Pledge
Agreement or pursuant to a pledge agreement in form and substance satisfactory
to the Administrative Agent.


	Employee Benefit
Plans

.  The Borrowers will (i) promptly upon
filing the same with the Department of Labor or Internal Revenue Service, upon
request of the Administrative Agent, furnish to the Administrative Agent a copy
of the most recent actuarial statement required to be submitted under  103(d) of
ERISA and Annual Report, Form 5500, with all required attachments, in respect of
each Guaranteed Pension Plan and (ii) promptly upon receipt or dispatch,
furnish to the Administrative Agent any notice, report or demand sent or
received in respect of a Guaranteed Pension Plan under   302, 4041, 4042, 4043,
4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under
  4041A, 4202, 4219, 4242, or 4245 of ERISA.


	Notice of Permitted Debt
Offerings

.  The Borrowers will promptly notify the
Lenders in writing of the issuance and general terms (including the dates of any
principal payments) of any Permitted Debt Offering.  

	CERTAIN NEGATIVE COVENANTS OF THE
BORROWERS.

The Borrowers covenant and agree that, so long as any
Obligation is outstanding or any Lender has any obligation to make any Loans or
the Administrative Agent has any obligation to issue, extend or renew any
Letters of Credit:



	Restrictions on
Indebtedness

.  No Borrower shall become or be a guarantor
or surety of, or otherwise create, incur, assume, or be or remain liable,
contingently or otherwise, with respect to any Indebtedness, or become or be
responsible in any manner (whether by agreement to purchase any obligations,
stock, assets, goods or services, or to supply or advance any funds, assets,
goods or services or otherwise) with respect to any undertaking or Indebtedness
of any other Person, or incur any Indebtedness other than:



	Indebtedness to the Lenders and the
Administrative Agent arising under this Credit Agreement and the other Loan
Documents;


	incurrence of guaranty, suretyship or indemnification
obligations in connection with the Borrowers' performance of services for their
respective customers in the ordinary course of their businesses;


	Indebtedness of one Borrower to another
Borrower;


	(i)Indebtedness of the Borrowers incurred in
connection with the acquisition or lease of any equipment or other property by
the Borrowers under any Synthetic Lease, Capitalized Lease or other lease
arrangement or purchase money financing and (ii) other Indebtedness (other than
as permitted under other subsections hereof), provided that all Indebtedness
under this clause (d) shall not exceed in the aggregate the greater of (i)
$100,000,000 and (ii) eight percent (8%) of Consolidated Total Assets, at
any time outstanding;


	Indebtedness of the Borrowers with respect to bonds for
closure and post-closure obligations relating to any landfill owned or operated
by the Borrowers and municipal collection contracts;


	The Pierce County Put;


	the Convertible Subordinated Notes and any Subordinated
Debt issued in connection with the prepayment, purchase. replacement or
refinancing of the 2022 Convertible Subordinated Notes effectuated in accordance
with  8.11 herein, provided, (i) the Subsidiaries are not guarantors of
the Convertible Subordinated Notes and (ii) the Obligations of the Borrowers
under this Credit Agreement and the obligations of the Borrowers under any Swap
Contracts with the Lenders shall be Designated Senior Indebtedness as defined in
the 2022 Notes Indenture;


	Indebtedness with respect to any Permitted Debt
Offering;


	Indebtedness with respect to IRBs, provided
that, other than with respect to L/C Supported IRBs, such Indebtedness
shall not exceed $75,000,000 at any time outstanding; 


	Indebtedness of the Borrowers in respect of Swap
Contracts (including fuel price swaps, fuel price caps, and fuel price collar or
floor agreements, and similar agreements or arrangements) entered into in the
ordinary course of business and not for speculative purposes;


	Indebtedness of the Borrowers with respect to letters of
credit of Persons acquired by the Borrowers; provided, that such
letters of credit shall be retired or replaced by Letters of Credit under this
Agreement as soon as possible but in any event not later than one hundred twenty
days (120) days after the closing of any such acquisition;


	Indebtedness of the Parent or any of its Subsidiaries
incurred in connection with Permitted Receivables Transactions not exceeding
$100,000,000 in an aggregate principal amount at any one time outstanding;
and


	Indebtedness of any Receivables SPV arising out of any
investment in such Receivables SPV made by the Parent, the Borrowers or any
Subsidiary of any Borrower in accordance with  8.3 (k).


	Restrictions on
Liens

.  No Borrower shall create or incur or suffer
to be created or incurred or to exist any lien, encumbrance, mortgage, pledge,
charge, restriction or other security interest of any kind upon any property or
assets of any character, whether now owned or hereafter acquired, or upon the
income or profits therefrom; or transfer any of such property or assets or the
income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; or acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title retention
or purchase money security agreement, device or arrangement; or suffer to exist
for a period of more than 30 days after the same shall have been incurred any
Indebtedness or claim or demand against it which if unpaid might by law or upon
bankruptcy or insolvency, or otherwise, be given any priority whatsoever over
its general creditors; or sell, assign, pledge or otherwise transfer any
accounts, contract rights, general intangibles or chattel paper, with or without
recourse, except as follows (the "Permitted
Liens"):



	Liens to secure taxes, assessments and other government
charges in respect of obligations not overdue or liens on properties to secure
claims for labor, material or supplies in respect of obligations not overdue
(provided that, if the obligation with respect to which any such lien arises is
being contested in good faith by appropriate proceedings, such obligation may
remain unpaid during the pendency of such proceedings as long as the Borrowers
shall have set aside on their books adequate reserves with respect
thereto);


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


	Liens in respect of judgments or awards which have been
in force for less than the applicable period for taking an appeal so long as
execution is not levied thereunder or in respect of which the applicable
Borrower shall at the time in good faith be prosecuting an appeal or proceedings
for review and in respect of which a stay of execution shall have been obtained
pending such appeal or review and in respect of which such Borrower maintains
adequate reserves;


	Liens of carriers, warehousemen, mechanics and
materialmen, and other like liens, in existence less than 120 days from the date
of creation thereof in respect of obligations not overdue, provided
that such liens may continue to exist for a period of more than 120 days
if the validity or amount thereof shall currently be contested by the applicable
Borrower in good faith by appropriate proceedings and if such Borrower shall
have set aside on its books adequate reserves with respect thereto as required
by GAAP and provided further that such Borrower will pay any such
claim forthwith upon commencement of proceedings to foreclose any such
lien;


	Encumbrances on Real Property consisting of easements,
rights of way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in the title thereto, landlord's or lessor's liens
under leases to which any Borrower is a party, and other minor liens or
encumbrances none of which in the opinion of such Borrower interferes materially
with the use of the property affected in the ordinary conduct of the business of
such Borrower, which defects do not individually or in the aggregate have a
Material Adverse Effect;


	Liens securing Indebtedness permitted under  8.1(d)(i) or
under  8.1(k) (including first priority liens securing purchase money
Indebtedness) incurred in connection with the lease or acquisition of property
or fixed assets or industrial bond financings, provided that such
Liens shall encumber only the property or assets so acquired or financed and
shall not exceed the fair market value thereof;


	Liens in favor of the Administrative Agent for the
benefit of the Lenders and the Administrative Agent under the Security
Documents;


	Liens granted in favor of any Lender or the
Administrative Agent for the benefit of the Lenders and the Administrative Agent
under any Swap Contract;


	Liens granted in favor of Evergreen or one of its
affiliates on the Evergreen Shares (and on any additional shares of Evergreen
acquired by the Parent resulting from the exercise of the Evergreen Option) as
security for surety bonds issued by Evergreen or such affiliate to the
Borrowers;


	Liens, whether created by contract, law, regulation or
ordinance, (i) securing Indebtedness permitted by   8.1(b), (e) and (k),
provided that any security granted therefor is limited to (i)
rights to payment under, and use of equipment or related assets to perform, the
contracts to which such guaranty, suretyship or bond obligations relate, (ii)
Liens arising under the laws of suretyship and (iii) similar Liens granted in
favor of municipalities or other governmental entities pursuant to any Scheduled
Contract from time to time listed on Schedule 8.2(j), provided,
that the Administrative Agent is notified in writing on a quarterly basis of any
additions to such Schedule 8.2(j), and provided, further,
that such liens (A) encumber only the containers, bins, carts and vehicles used
in connection with such Scheduled Contract and (B) are promptly released as soon
as such release is not prohibited under the terms of such Scheduled Contract;
with the Administrative Agent being hereby authorized by the parties to amend
Schedule 8.2(j) to reflect any new Scheduled Contracts;


	Liens listed on Schedule 8.2(k)
hereto;


	Liens securing deposits made on account of liabilities to
insurance carriers under insurance or self-insurance arrangements; and


	Liens granted to a Receivables SPV in connection with a
Permitted Receivables Transaction and securing Indebtedness of the Borrowers and
their Subsidiaries permitted by  8.1(l) provided that such Liens
attach only to the accounts receivable which are the subject of such
Indebtedness and to the Capital Stock of the Receivables SPV.


	Restrictions on
Investments

.  No Borrower shall purchase or acquire, or
make any commitment therefor, any Capital Stock, or other obligations of any
other Person, or make or commit to make any acquisition under  8.4, or make or
commit to make any advance, loan, guarantee, assumption of debt, extension of
credit or capital contribution to or any other investment in, any other Person,
other than:



	marketable direct or guaranteed
obligations of the United States of America that mature within one (1) year from
the date of purchase;


	demand deposits, insured deposits, certificates of
deposit, bankers acceptances and time deposits of United States banks or
Eligible Foreign Lenders having unimpaired capital and surplus in excess of
$1,000,000,000 or, in the case of a Lender under this Agreement,
$250,000,000;


	securities commonly known as "commercial paper"
issued by a corporation organized and existing under the laws of the United
States of America or any state thereof that at the time of purchase have been
rated and the ratings for which are not less than "P 1" if rated
by Moody's Investors Service, Inc., and not less than "A 1" if
rated by Standard and Poor's Rating Group;


	extensions of credit in the nature of accounts receivable
or notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;


	investments existing on the date hereof and listed on
Schedule 8.3;


	loans and advances and equity investments by any Borrower
to another existing Borrower;


	investments permitted under  8.4;


	loans to employees of the Parent for the purpose of
financing such employees' acquisition of equity of the Parent (through the
exercise of stock options or otherwise) or for relocation, travel and
entertainment costs and expenses in an aggregate principal amount not to exceed
$5,000,000 at any time outstanding;


	the Evergreen Shares and the Evergreen Option;
provided that the Parent may only exercise the Evergreen Option so
long as the sum of the total cash consideration paid by the Parent for the
Evergreen Shares and any additional shares of Evergreen acquired by the Parent
resulting from the exercise of the Evergreen Option does not exceed twelve
million dollars ($12,000,000) in the aggregate;


	investments in trust funds securing closure and post-
closure obligations of any Borrower relating to any landfill owned or operated
by such Borrower; and


	formation and funding of a Receivables SPV in connection
with a Permitted Receivables Transaction in an amount not to exceed
$1,000,000.


	in addition to investments permitted under clauses (a)
through (k) above, other investments not otherwise permitted hereunder in an
aggregate amount not to exceed the greater of (i) $40,000,000 and (ii) two
percent (2%) of Consolidated Total Assets, at any time
outstanding;

provided, that none of the Borrowers shall make any
investments under clauses (i), (k) or (l) above unless both before and after
giving effect thereto there does not exist a Default or Event of Default and no
Default or Event of Default would be created by the making of such investment
..


	Merger, Consolidation and Disposition of
Assets

.



	Mergers and
Acquisitions

.  The Borrowers will not become a party to
any merger or consolidation, or agree to or effect any asset acquisition or
stock acquisition (other than the acquisition of assets in the ordinary course
of business consistent with past practices and with respect to asset swaps)
except the merger or consolidation of, or asset or stock acquisitions between
existing Borrowers, and except as otherwise provided in this  8.4.1.  The
Borrowers may purchase or otherwise acquire assets or the stock or the other
equity interests of any other Person provided that:



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


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


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


	the business to be acquired operates predominantly in the
continental United States and/or Canada;


	all of the assets to be acquired shall be owned by an
existing or newly created Subsidiary of the Parent which Subsidiary shall be or
became (in accordance with  7.16) a Borrower, 100% of the assets and Capital
Stock (or in the case of a foreign Subsidiary, 65% of the Capital Stock) of
which have been or, in accordance with  7.16, will be pledged to the
Administrative Agent on behalf of the Lenders (subject to Permitted Liens) or,
in the case of a Capital Stock acquisition, the acquired company, in accordance
with  7.16, shall become a Borrower or shall be merged with and into a wholly
owned Subsidiary that is a Borrower and such newly acquired or created
Subsidiary shall otherwise comply with the provisions of  7.16 hereof;


	not later than seven (7) days prior to the proposed
acquisition date, (1) a copy of the purchase agreement and financial
projections, together with audited (if available, or otherwise unaudited)
financial statements for any Subsidiary to be acquired or created, for the
preceding two (2) fiscal years or such shorter period of time as such Subsidiary
has been in existence shall have been furnished to the Administrative Agent, and
(2) a summary of the Borrowers' results of their standard due diligence review,
in each case only upon request by the Administrative Agent;


	not later than seven (7) days prior to the proposed
acquisition date, in the case of the acquisition of an operating landfill, a
review by a Consulting Engineer and a copy of the Consulting Engineer's report
shall have been furnished to the Administrative Agent;


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


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


	cash consideration to be paid by such Borrower in
connection with any such acquisition or series of related acquisitions
(including cash deferred payments, contingent or otherwise, and the aggregate
amount of all Consolidated Total Funded Debt assumed), shall not exceed (i)
$100,000,000 if at the time of such acquisition and after giving effect to such
acquisition, the Borrower has a pro-forma Leverage Ratio of less than 3.25 to
1.00 or (ii) $50,000,000 otherwise.


	Disposition of
Assets

.  The Borrowers will not become a party to or
agree to or effect any disposition of assets, other than (a) the sale of
inventory, the licensing of intellectual property and the disposition of
obsolete assets, in each case in the ordinary course of business consistent with
past practices, (b) a disposition of assets from a Borrower to any other
Borrower, (c) the sale or exchange of routes and related assets which in the
business judgment of the Borrowers will not have a Material Adverse Effect, (d)
assets with a fair market value of less than $50,000,000 per year transferred in
connection with an asset sale or swap, which sale or swap in the business
judgment of the Borrowers does not have a Material Adverse Effect and (e) the
sale, lease, assignment, transfer or other disposition of Receivables in
connection with any Permitted Receivables Transaction.


	Sale and
Leaseback

.  The Borrowers shall not enter into any
arrangement, directly or indirectly, whereby any Borrower shall sell or transfer
any property owned by it in order then or thereafter to lease such property or
lease other property which such Borrower intends to use for substantially the
same purpose as the property being sold or transferred, without the prior
written consent of the Required Lenders.


	Restricted Payments and Redemptions

.  The Borrowers shall not redeem,
convert, retire or otherwise acquire shares of any class of its Capital Stock,
or make any Restricted Payments, except that (a) the Borrowers may make
Distributions to another Borrower, (b) the Parent may make Distributions and/or
purchase shares of its Capital Stock in an annual aggregate amount not to exceed
$75,000,000 plus one hundred percent (100%) of the cash proceeds received
by the Parent from the exercise of stock options after January 1, 2003, (c) the
Parent may, in addition to its rights granted pursuant to clause (b) above,
purchase shares of its Capital Stock in an aggregate amount not to exceed
$100,000,000, and (d) the Parent may, in addition to its rights granted pursuant
to clauses (b) and (c) above, purchase shares of its Capital Stock in an amount
not to exceed fifty percent (50%) of the Net Financing Proceeds from a Permitted
Debt Offering which is in the form of convertible notes, provided that an
amount equal to fifty percent (50%) of the Net Financing Proceeds from such
Permitted Debt Offering is simultaneously applied pro rata to reduce
outstanding Loans hereunder. Any Term Loan Lender may decline to accept any
payments due to such Term Loan Lender pursuant to clause (d) above in which case
such declined payments shall be used to repay the Revolving Credit Loans (but
not reduce the Total Revolving Credit Commitment) on a pro rata basis in
accordance with each Revolving Credit Lender's Commitment Percentage.  In
addition, the Borrowers shall not effect or permit any change in or amendment to
any document or instrument pertaining to the terms of any Borrower's (other than
the Parent's) Capital Stock.  Notwithstanding the foregoing, no Borrower shall
make any Restricted Payment under this  8.6 if (i) a Default or Event of Default
exists or would be created by the making of such Restricted Payment, or (ii)
with respect to Restricted Payment made under clauses (b) through (d) above, the
Leverage Ratio taking into account such Restricted Payment would exceed 3.75 to
1.00.


	Employee Benefit
Plans

.  No Borrower nor any ERISA Affiliate
will:



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


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


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


	amend any Guaranteed Pension Plan in circumstances
requiring the posting of security pursuant to  307 of ERISA or  401(a)(29) of
the Code; or


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


	Negative
Pledges

.  Except as required by any Scheduled
Contract, no Borrower shall enter into or permit to exist any arrangement or
agreement, enforceable under applicable law, which directly or indirectly
prohibits such Borrower from creating or incurring any lien, encumbrance,
mortgage, pledge, charge, restriction or other security interest in favor of the
Administrative Agent for the benefit of the Lenders and the Administrative Agent
under the Loan Documents other than customary anti-assignment provisions in
leases and licensing agreements entered into by such Borrower in the ordinary
course of its business; provided, however, that this  8.8 shall
not prohibit any negative pledge (i) incurred or provided in favor of any holder
of Indebtedness permitted under  8.1 solely to the extent any such negative
pledge relates to the property financed by or the subject of such Indebtedness,
(ii) with respect to any Subsidiary of Parent imposed pursuant to an agreement
which has been entered into for the sale or disposition permitted under  8.4.2,
or (iii) in connection with restrictions imposed by applicable laws..


	Business
Activities

.  No Borrower will engage directly or
indirectly (whether through Subsidiaries or otherwise) in any type of business
other than the businesses conducted by such Borrower on the Closing Date and in
related businesses.


	Transactions with
Affiliates

.  No Borrower will engage in any transaction
with any Affiliate (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of the Borrowers, any corporation, partnership,
trust or other entity in which any such Affiliate has a substantial interest or
is an officer, director, trustee or partner, on terms more favorable to such
Person than would have been obtainable on an arm's-length basis in the ordinary
course of business.


	Subordinated
Debt

.  No Borrower will amend, supplement or
otherwise modify the terms of any of the Subordinated Debt or any of the
documents evidencing such Subordinated Debt or prepay, redeem or purchase any of
the Subordinated Debt without the consent of the Required Lenders;
provided, however, so long as no Default or Event of Default has
occurred and is continuing, or would be created thereby, the Borrowers shall be
permitted to (i) make regularly scheduled payments of interest on the
Subordinated Debt, (ii) prepay the Convertible Subordinated Notes with proceeds
of Subordinated Debt, (iii) purchase the Convertible Subordinated Notes, in
whole or in part, with proceeds of Subordinated Debt, and (iv) amend, supplement
or otherwise modify the 2022 Convertible Subordinated Notes and the 2022 Notes
Indenture or replace the 2022 Convertible Subordinated Notes and make principal
payments, principal returns and/or redemptions of the Convertible Subordinated
Notes, in each case with proceeds of Subordinated Debt or with proceeds of Loans
advanced hereunder up to $175,000,000 plus applicable redemption costs, if any,
provided, that any such amendment, supplement or modification thereto or
replacement thereof shall (a) provide for a maturity date which extends beyond
the Revolving Credit Maturity Date and the Term Loan Maturity Date and (b)
otherwise not change, alter or modify any material terms of such Convertible
Subordinated Notes in any manner which adversely affects the Lenders.

	FINANCIAL COVENANTS.

The Borrowers covenant and agree that, so long as any
Obligation is outstanding or any Lender has any obligation to make any Loans or
the Administrative Agent has any obligation to issue, extend or renew any
Letters of Credit:



	Leverage
Ratio

.  As of the end of each fiscal quarter of the
Borrowers, the Borrowers will not permit the ratio of Consolidated Total Funded
Debt to EBITDA (the "Leverage Ratio") to exceed
3.75:1.00 for the Reference Period ending on such date.


	Senior Funded Debt to
EBITDA

.  As of the end of each fiscal quarter of the
Borrowers until the fiscal quarter in which the 2022 Convertible Subordinated
Notes are paid in full, the Borrowers will not permit the ratio of Senior Funded
Debt to EBITDA to exceed 3.25:1 for the Reference Period ending on such date.
Upon payment in full of the 2022 Convertible Subordinated Notes, the
covenant in this   9.2 shall be deemed deleted in its entirety.  


	Interest Coverage
Ratio

.  As of the end of any fiscal quarter of the
Borrowers, the ratio of (a) EBIT to (b) Consolidated Total Interest Expense
shall not be less than 2.50:1.00 for the Reference Period ending on such
date.


	Consolidated Net
Worth

.  The Borrowers will not permit Consolidated
Net Worth at the end of any fiscal quarter to be less than the sum of (a)
$570,000,000 plus (b) on a cumulative basis, fifty percent (50%) of
positive Consolidated Net Income for each fiscal quarter beginning with the
fiscal quarter ended December 31, 2005, plus (c) one hundred percent
(100%) of the proceeds of (i) any sale by the Borrowers occurring after the
fiscal quarter ended September 30, 2005 of (A) equity securities issued by the
Borrowers and (B) warrants or subscription rights for equity securities issued
by the Borrowers, and (ii) any conversion of any convertible debt to equity
interests in the Borrowers minus (d)  the aggregate amount of
Distributions made after the fiscal quarter ended September 30, 2005 in
accordance with  8.6(c) above and the aggregate purchase price of the Capital
Stock purchased in accordance with   8.6(c) and (d) above.


	Capital
Expenditures

.  The Borrowers will not make Capital
Expenditures during any Reference Period in excess of 2.50 times the
actual depreciation expenses, depletion and landfill amortization expenses for
such Reference Period.

	CLOSING
CONDITIONS.  

The obligations of the Lenders to make the Loans and
the Administrative Agent to issue Letters of Credit on the Closing Date and
otherwise be bound by the terms of this Credit Agreement shall, except as set
forth in the Post-Closing Agreement, be subject to the satisfaction of each of
the following conditions precedent:  



	Corporate
Action

.  All corporate (or equivalent company or
partnership) action necessary for the valid execution, delivery and performance
by the Borrowers of the Loan Documents shall have been duly and effectively
taken, and satisfactory evidence thereof shall have been provided to the
Administrative Agent.


	Loan Documents,
Etc

.  Each of the Loan Documents shall have been
duly and properly authorized, executed and delivered by the respective parties
thereto and shall be in full force and effect in a form satisfactory to the
Lenders.


	Certificate of Secretary;
Good Standing Certificates

.  

The Administrative Agent shall have received from each
Borrower a certificate as to the good standing of each from the Secretary of
State or other appropriate official of the state of its organization, dated no
earlier than forty-five (45) days prior to the Closing Date.  The Administrative
Agent shall also have received from each Borrower a certificate of its Secretary
certifying the following attachments thereto: (a) a copy of its certificate
or articles of incorporation or other constitutive documents, in each case as
amended to date, certified by the Secretary of State or other appropriate
official of the state of its organization, (b) a true and correct copy of
its by-laws (or equivalent constitutive documents), including all amendments
thereto, and (c) a true and correct copy of the resolutions of its board of
directors authorizing the transactions contemplated hereunder and under the
other Loan Documents.  Such Secretary's Certificate shall also give the name and
bear a specimen signature of each individual who shall be authorized (i) to
sign the Loan Documents on behalf of the Borrowers; (ii) to make Loan and
Letter of Credit Requests; and (iii) to give notices and to take other
action on the Borrowers' behalf under the Loan Documents.  Notwithstanding the
foregoing, to the extent that any Borrower delivered any such certificate of its
Secretary, together with each of the attachments described above, in connection
with the Existing Credit Agreement, such Borrower may deliver, in lieu of the
attachments described above, a certificate of its Secretary certifying that
there have been no amendments or other modifications to any of the information
provided in the previously delivered certificate and set forth in the materials
attached thereto and that such information and such materials continue to be
true, correct and complete as of the Closing Date.


	Validity of
Liens

.  The Security Documents shall be effective
to create in favor of the Administrative Agent a legal, valid and enforceable
first (except for Permitted Liens entitled to priority under applicable law)
security interest in and lien upon the Collateral.  All filings, recordings,
deliveries of instruments and other actions necessary or desirable in the
opinion of the Administrative Agent to protect and preserve such security
interests shall have been duly effected.  The Administrative Agent shall have
received evidence thereof in form and substance satisfactory to the
Administrative Agent.


	Perfection Certificates and
UCC Search Results

.  The Administrative Agent shall have
received from each Borrower completed and fully executed Perfection Certificates
and the results of UCC searches with respect to the Collateral, indicating no
liens other than Permitted Liens and otherwise in form and substance
satisfactory to the Administrative Agent.


	Certificates of
Insurance

.  The Administrative Agent shall have
received a certificate of insurance signed by the insurer or an agent authorized
to bind the insurer dated as of the Closing Date, or within 15 days prior
thereto, identifying insurers, types of insurance, insurance limits, and policy
terms, and otherwise describing the Borrowers' insurance coverage.


	Legal
Opinions

.  The Administrative Agent shall have
received a favorable legal opinion from counsel to the Borrowers, addressed to
the Administrative Agent and the Lenders, dated as of the Closing Date, in form
and substance satisfactory to the Administrative Agent.  In addition, the
Administrative Agent shall have received a favorable legal opinion from local
counsel to each Borrower which was not party to the Existing Credit Agreement,
in each case addressed to the Administrative Agent and the Lenders, dated as of
the Closing Date, and in form and substance satisfactory to the Administrative
Agent.


	Environmental Permit
Certificate

.  The Lenders shall have received an
environmental permit certificate in substantially the form of Exhibit C
from the Borrowers satisfactory to the Administrative Agent concerning principal
operating permits at the Borrowers' principal operating facilities.


	Payment of
Fees

.  The Borrowers shall have paid any fees
(including, without limitation, those fees set forth in  5.1) owing to any of
the Lenders, the Administrative Agent or the Joint Lead Arrangers and shall have
paid all fees and disbursements of counsel to the Administrative Agent invoiced
as of the Closing Date.


	  Closing Certificate

.  The Borrowers shall have delivered to the
Administrative Agent a certificate from the CFO, dated as of the Closing Date,
(a) stating that, as of such date (i) the representations and warranties
set forth herein or in any other Loan Document are true and correct (ii) no
Default or Event of Default has occurred and is continuing, and (iii)
Schedule 2 attached hereto lists all of the Subsidiaries of the
Parent as of the Closing Date, and (b) certifying that, on a pro forma basis as
of the Closing Date (except as noted below), (i) the Borrowers' ratio of Senior
Funded Debt to EBITDA was less than or equal to 2.00 to 1.00 and (ii) the
Borrowers' Leverage Ratio was less than or equal to 2.75 to 1.00.  For purposes
of the pro forma calculations set forth in clause (b) of this  10.10, the
Borrowers shall determine (x) Senior Funded Debt and Consolidated Total Funded
Debt as of the Closing Date and (y) EBITDA of the Borrowers based on the
Compliance Certificate of the Borrowers reported as of September 30,
2005.


	  Intentionally
Omitted




	  Subordinated Debt

.  The Administrative Agent shall have
received a certificate from the CFO, in form and substance satisfactory to the
Administrative Agent, certifying that (a) the Obligations are permitted senior
Indebtedness under the existing Subordinated Debt, and (b) no default under the
existing Subordinated Debt has occurred and is continuing or would result after
giving effect to the transactions contemplated by this Credit Agreement and the
other Loan Documents.


	  Payoff

.  The Administrative Agent shall have
received satisfactory evidence of the payment of all Indebtedness under the
Existing Credit Agreement in accordance with  29 herein.


	  Closing Documentation,
Etc

.  Without limiting the generality of the
provisions of  15 below, for purposes of determining compliance with the
conditions specified in this  10, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.

	CONDITIONS OF ALL LOANS.

The obligations of the Lenders to make any Loan
(including without limitation the obligation of the Issuing Lender to issue,
extend or renew any Letter of Credit) on and subsequent to the Closing Date is
subject to the following conditions precedent:



	Representations True; No
Event of Default

.  Each of the representations and warranties
of the Borrowers contained in this Credit Agreement or in any document or
instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of any Drawdown Date or the issuance of any Letter of
Credit with the same effect as if made at and as of that time (except to the
extent of changes resulting from transactions contemplated or permitted by this
Credit Agreement and changes occurring in the ordinary course of business which
singly or in the aggregate would not have a Material Adverse Effect, or to the
extent that such representations and warranties relate solely and expressly to
an earlier date) and no Default or Event of Default shall have occurred and be
continuing.


	Performance; No Event of
Default

.  The Borrowers shall have performed and
complied with all terms and conditions herein required to be performed or
complied with by the Borrowers prior to or at the time of the making of any Loan
or the issuance of any Letter of Credit, and at the time of making any Loan or
issuance of any Letter of Credit, there shall exist no Event of Default or
condition which would result in an Event of Default upon the making of such Loan
or the issuance of such Letter of Credit, as the case may be.  Each request by
the Borrowers for a Loan (including without limitation each request for
issuance, extension or renewal of a Letter of Credit) subsequent to the first
Loan made hereunder shall constitute certification by the Borrowers that the
conditions specified in   11.1 and 11.2 will be duly satisfied on the date of
such Loan or Letter of Credit issuance.


	No Legal
Impediment

.  No change shall have occurred in any law or
regulations thereunder or interpretations thereof which in the reasonable
opinion of the Lenders would make it illegal for the Lenders to make Loans
hereunder.


	Governmental
Regulation

.  The Lenders shall have received such
statements in form and substance reasonably satisfactory to the Lenders as they
shall require for the purpose of compliance with any applicable regulations of
the Comptroller of the Currency or the Board of Governors of the Federal Reserve
System.


	Proceedings and
Documents

.  All proceedings in connection with the
transactions contemplated by this Credit Agreement and all documents incident
thereto shall have been delivered to the Lenders as of the date hereof in form
and substance satisfactory to the Lenders (including without limitation an
initial Loan and Letter of Credit Request), and the Lenders shall have received
all information and such counterpart originals or certified or other copies of
such documents as the Lenders may reasonably request.

	COLLATERAL SECURITY.





	The Obligations shall be secured by (a) a
perfected (except in the case of Real Property and motor vehicles, subject to
the following proviso) first-priority security interest (subject only to
Permitted Liens) in all assets of each Borrower (other than the Excluded
Assets), whether now owned or hereafter acquired, pursuant to the terms of the
Security Agreement to which each Borrower is a party; (b) a pledge of 100% of
the Capital Stock (or in the case of a foreign Subsidiary, 65% of the Capital
Stock) of such Borrowers (other than the Parent) to the Administrative Agent on
behalf of the Lenders and the Administrative Agent pursuant to the Security
Documents; and (c) a pledge of 65% of the Capital Stock of each foreign
Subsidiary; provided that the Borrowers hereby agree, upon notice from
the Administrative Agent and the Required Lenders, to deliver, as promptly as
practicable, but in any event within sixty (60) days, titles to motor vehicles
and mortgages with respect to Real Property and take such other steps as may be
reasonably requested (including, without limitation, the delivery of legal
opinions, engineer's reports, environmental site assessments and title
insurance) so as to provide the Administrative Agent, for the benefit of the
Lenders and the Administrative Agent, a perfected first-priority security
interest in such assets.


	The Borrowers hereby acknowledge that (i) any and all
Uniform Commercial Code financing statements (together with all rights
thereunder) filed in connection with the Existing Credit Agreement naming Fleet
National Bank, as secured party, and such Borrower, as debtor, have been, or
simultaneously herewith are being, assigned to the Administrative Agent and
shall be effective to perfect the Administrative Agent's security interest
granted by such Borrower pursuant to the Loan Documents to the extent that such
security interest may be perfected by the filing of Uniform Commercial Code
financing statements and (ii) such prior filings represent pre-filings of
Uniform Commercial Code financing statements for purposes of so perfecting the
security interest granted by the Borrowers under the Loan Documents.  Until all
of the Obligations have been finally paid and satisfied in full, the provisions
of this  12(b) shall continue to apply, and such filings shall continue to be
effective and not subject to any right of termination in respect of the security
interests granted herein, whether any obligations under the Existing Credit
Agreement are to be discharged with the proceeds of any of the Loans or are to
continue independently or otherwise.


	In the event the Borrowers dispose of any assets in
accordance with  8.4.2 (and  4.4.1 where applicable), the Administrative Agent
will, at the Borrowers' sole cost and expense, execute and deliver all such
forms, releases, discharges, assignments, termination statements, and similar
documents as the Borrowers may reasonably request in order to release the Liens
granted to the Administrative Agent with respect to such assets.
	EVENTS OF DEFAULT; ACCELERATION;
TERMINATION OF COMMITMENT.



	Events of Default and
Acceleration

.  If any of the following events
("Events of Default" or, if the giving of notice
or the lapse of time or both is required, then, prior to such notice and/or
lapse of time, "Defaults") shall occur:



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


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


	if the Borrowers shall fail to comply with the covenants
contained in   7.1, 7.7, 7.8, 7.10, 7.13, 7.14, 7.15, 7.16, 8 or 9;


	if the Borrowers shall fail to comply with the covenants
contained in (i)   7.2, 7.3, 7.5, 7.6, 7.9, 7.11, 7.12, or 7.17 within thirty
(30) days of the Borrowers' knowledge of a violation of such covenants or (ii)
 7.4 within five (5) days of the Borrowers' knowledge of a violation of such
covenant;


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


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


	if any Borrower or any Excluded Subsidiary shall fail to
pay at maturity, or within any applicable period of grace, any and all
obligations for borrowed money (other than the Obligations) or any guaranty with
respect thereto in an aggregate amount greater than $5,000,000 or fail to
observe or perform any material term, covenant or agreement contained in any
agreement by which it is bound, evidencing or securing borrowed money in an
aggregate amount greater than $5,000,000 for such period of time as would, or
would have permitted (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued thereunder to accelerate
the maturity thereof, unless the same shall have been waived by the holder(s)
thereof;


	if any Borrower or any Excluded Subsidiary makes an
assignment for the benefit of creditors, or admits in writing its inability to
pay or generally fails to pay its debts as they mature or become due, or
petitions or applies for the appointment of a trustee or other custodian,
liquidator or receiver of any Borrower or any Excluded Subsidiary or of any
substantial part of the assets of any Borrower or any Excluded Subsidiary or
commences any case or other proceeding relating to any Borrower or any Excluded
Subsidiary under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, or takes any action to authorize or in
furtherance of any of the foregoing, or if any such petition or application is
filed or any such case or other proceeding is commenced against any Borrower or
any Excluded Subsidiary or such Borrower or such Excluded Subsidiary indicates
its approval thereof, consent thereto or acquiescence therein, or such petition
or application shall not have been dismissed within sixty (60) days following
the filing thereof;


	a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating any Borrower or any Excluded
Subsidiary bankrupt or insolvent, or approving a petition in any such case or
other proceeding, or a decree or order for relief is entered in respect of any
Borrower or any Excluded Subsidiary in an involuntary case under applicable
bankruptcy laws as now or hereafter constituted;


	if there shall remain in force, undischarged, unsatisfied
and unstayed, for more than forty-five (45) days, whether or not
consecutive, any final judgment against any Borrower or any Excluded Subsidiary
which, with other outstanding final judgments against the Borrowers and the
Excluded Subsidiaries, exceeds in the aggregate $5,000,000 after taking into
account any undisputed insurance coverage;


	any Borrower or any Excluded Subsidiary or any ERISA
Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant
to Title IV of ERISA in an aggregate amount exceeding $5,000,000, or any
Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to
Title IV of ERISA by a Multiemployer Plan requiring aggregate annual
payments exceeding $5,000,000, or any of the following occurs with respect to a
Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to
make a required installment or other payment (within the meaning of  302(f)(1)
of ERISA), provided that the Administrative Agent determines in its
reasonable discretion that such event (A) could be expected to result in
liability of any Borrower or any Excluded Subsidiary to the PBGC or such
Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and
(B) could constitute grounds for the termination of such Guaranteed Pension
Plan by the PBGC, for the appointment by the appropriate United States District
Court of a trustee to administer such Guaranteed Pension Plan or for the
imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the
appointment by a United States District Court of a trustee to administer such
Guaranteed Pension Plan; or (iii) the institution by the PBGC of
proceedings to terminate such Guaranteed Pension Plan;


	if any of the Loan Documents shall be cancelled,
terminated, revoked or rescinded or the Administrative Agent's security
interests or liens in a substantial portion of the Collateral shall cease to be
perfected, or shall cease to have the priority contemplated by the Security
Documents, in each case otherwise than in accordance with the terms thereof or
with the express prior written agreement, consent or approval of the Lenders, or
any action at law, suit in equity or other legal proceeding to cancel, revoke or
rescind any of the Loan Documents shall be commenced by or on behalf of any
Borrower or any stockholder of any Borrower who is an officer or director of
such Borrower, or any court or any other governmental or regulatory authority or
agency of competent jurisdiction shall make a determination that, or issue a
judgment, order, decree or ruling to the effect that, any one or more of the
Loan Documents is illegal, invalid or unenforceable in accordance with the terms
thereof;


	(i) the Parent shall at any time, legally or beneficially
own less than one hundred percent (100%) of the shares of the Capital Stock of
each other Borrower (directly or indirectly in accordance with  7.16), or (ii)
any person or group of persons (within the meaning of Section 13 or 14 of
the Securities Exchange Act of 1934, as amended) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) of 20% or more of the outstanding shares of
common stock of the Parent; or, during any period of twelve consecutive calendar
months, individuals who were directors of the Parent on the first day of such
period shall cease to constitute a majority of the board of directors unless
such new directors were approved by a majority of the directors who were
directors on the first day of such period; provided, however, that
any such change of control resulting from an acquisition permitted under  8.4
shall not constitute a Default or an Event of Default hereunder; or


	a "Change of Control" as defined in the 2022
Notes Indenture or in the Permitted Debt Offering shall occur;

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


	Termination of
Commitments

.  If any Event of Default shall occur and be
continuing, the Administrative Agent may, and at the request of a majority of
the Revolving Credit Lenders shall, by notice to the Borrowers, terminate the
unused portion of the Total Revolving Credit Commitment hereunder, and upon such
notice being given, such unused portion of the Total Revolving Credit Commitment
hereunder shall terminate immediately and the Lenders shall be relieved of all
further obligations to make Loans to or issue Letters of Credit for the account
of the Borrowers hereunder, provided that in the event of any Event of
Default specified in   13.1(h) or 13.1(i), all such amounts shall become
immediately due and payable automatically and without any requirement of notice
from the Administrative Agent or any Lender.  No termination of any portion of
the Total Revolving Credit Commitment hereunder shall relieve the Borrowers of
any of their existing Obligations to the Lenders hereunder or elsewhere.


	Remedies

.  Subject to  14, in case any one or more
Events of Default shall have occurred and be continuing, and whether or not the
Lenders shall have accelerated the maturity of the Loans and other Obligations
pursuant to  13.1, each Lender may, after giving the Borrowers and
Administrative Agent written notice three Business Days before such suit, action
or other proceeding, proceed to protect and enforce its rights by suit in
equity, action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Credit Agreement and
the other Loan Documents or any instrument pursuant to which the Obligations to
such Lender are evidenced, including, without limitation, as permitted by
applicable law the obtaining of the ex parte appointment of a receiver,
and, if such amount shall have become due, by declaration or otherwise, proceed
to enforce the payment thereof or any legal or equitable right of such Lender,
provided that, if any of the Collateral is located in California,
Louisiana or any other state or province having a one form of action rule or any
rule which might impair the Collateral, then prior to initiating any such
proceeding, such Lender shall have supplied the Administrative Agent with
opinions of nationally recognized law firms specializing in California law,
Louisiana law, and the law of any other state or province, as applicable, having
a one form of action rule to the effect that actions by such Lender under such
circumstances shall not constitute an action for purposes of such state's or
province's one form of action rule or in any other way impair the Collateral.
No remedy herein conferred upon any Lender, the Administrative Agent or the
holder of any Note or purchaser of any Letter of Credit Participation is
intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or any other provision
of law.


	Distribution of Collateral
Proceeds

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



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


	Second, to all other Obligations; provided
that distributions shall be made (A) pari passu among the
Obligations (including the Maximum Drawing Amount of the Letters of Credit);
provided, that upon the reduction, cancellation, expiration or termination of
any Letter of Credit, the Maximum Drawing Amount which has been included as an
Obligation and any cash collateral held for the benefit of the Lenders in
respect thereto will be redistributed pari passu to the Lenders in
accordance with this  13.4(b)(A), and (B) with respect to each type of
Obligation owing to the Lenders, such as interest, principal, fees and expenses,
among the Lenders pro rata in accordance with the amount of all such
Obligations outstanding;


	Third, upon payment and satisfaction in full or other
provisions for payment in full satisfactory to the Lenders and the
Administrative Agent of all of the Obligations, to the payment of any
obligations required to be paid pursuant to  9-608(a)(1)(C) or 9-615(a)(3) of
the Uniform Commercial Code of the State of New York; and


	Fourth, the excess, if any, shall be returned to the
Borrowers or to such other Persons as are entitled thereto.
	SETOFF.

If an Event of Default shall have occurred and be
continuing, each Lender, the Issuing Lender and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the Issuing Lender or any such Affiliate to or for
the credit or the account of any Borrower against any and all of the obligations
of such Borrower now or hereafter existing under this Agreement or any other
Loan Document to such Lender or the Issuing Lender, irrespective of whether or
not such Lender or the Issuing Lender shall have made any demand under this
Agreement or any other Loan Document and although such obligations of such
Borrower may be contingent or unmatured or are owed to a branch or office of
such Lender or the Issuing Lender different from the branch or office holding
such deposit or obligated on such indebtedness.  The rights of each Lender, the
Issuing Lender and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender, the Issuing Lender or their respective Affiliates may have.  Each
Lender and the Issuing Lender agrees to notify the Borrowers and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

	THE ADMINISTRATIVE AGENT.



	Appointment and
Authorization

.  



	Each of the Lenders and the Issuing Lender hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this  15 are solely for the benefit of the
Administrative Agent, the Lenders and the Issuing Lender, and no Borrower shall
have rights as a third party beneficiary of any of such provisions.


	The relationship between the Administrative Agent and
each of the Lenders is that of an independent contractor.  The use of the term
"Administrative Agent" is for convenience only and is used to describe, as a
form of convention, the independent contractual relationship between the
Administrative Agent and each of the Lenders.  Nothing contained in this Credit
Agreement nor the other Loan Documents shall be construed to create an agency,
trust or other fiduciary relationship between the Administrative Agent and any
of the Lenders.


	As an independent contractor empowered by the Lenders to
exercise certain rights and perform certain duties and responsibilities
hereunder and under the other Loan Documents, the Administrative Agent is
nevertheless a "representative" of the Lenders, as that term is defined in
Article 1 of the Uniform Commercial Code of the State of New York, for purposes
of actions for the benefit of the Lenders and the Administrative Agent with
respect to all collateral security and guaranties contemplated by the Loan
Documents.  Such actions include the designation of the Administrative Agent as
"secured party", "mortgagee" or the like on all financing
statements and other documents and instruments, whether recorded or otherwise,
relating to the attachment, perfection, priority or enforcement of any security
interests, mortgages or deeds of trust in collateral security intended to secure
the payment or performance of any of the Obligations, all for the benefit of the
Lenders and the Administrative Agent.


	Rights as a
Lender

.  The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity.  Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrowers or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefore to the Lenders.


	Exculpatory
Provisions

.  The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents.  Without limiting the generality of the foregoing, the
Administrative Agent:



	shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing;


	shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and


	shall not, except as expressly set forth herein and in
the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to any of the Borrowers or any
of their respective Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any
capacity.

The Administrative Agent shall not be liable for any action
taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in   26 and 13.3 or (ii) in the
absence of its own gross negligence or willful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the
Borrowers, a Lender or the Issuing Lender.

The Administrative Agent shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in  10 or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.


	Reliance by Administrative
Agent

.  The Administrative Agent shall be entitled
to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person.  The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for
relying thereon.  In determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or the Issuing Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the Issuing Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender or the Issuing Lender prior to the
making of such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.


	Delegation of
Duties

.  The Administrative Agent may perform any
and all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory provisions of this
 15 shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.


	Resignation of Administrative
Agent

.  The Administrative Agent  may. at any time
give notice of its resignation to the Lenders, the Issuing Lender and the
Borrower.  Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States.  If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders and the Issuing Lender, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the Issuing Lender directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section.  Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent's resignation hereunder and
under the other Loan Documents, the provisions of this  15 and  16 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent
pursuant to this Section shall also constitute its resignation as Issuing Lender
and Swing Line Lender.  Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Issuing Lender and Swing Line Lender, (b) the retiring Issuing Lender and Swing
Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor
Issuing Lender shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other
arrangement satisfactory to the retiring Issuing Lender to effectively assume
the obligations of the retiring Issuing Lender with respect to such Letters of
Credit.


	Non-Reliance on
Administrative Agent and Other Lenders

.  Each Lender and the Issuing Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Lender and
the Issuing Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Loan Document or
any related agreement or any document furnished hereunder or thereunder.


	No Other Duties,
Etc

.  Anything herein to the contrary
notwithstanding, none of the Joint Lead Arrangers or Syndication Agents listed
on the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the Issuing Lender
hereunder.


	Closing Documentation,
Etc

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


	  Payments.




	  Payments to Administrative
Agent

.  A payment by any Borrower to the
Administrative Agent hereunder or any of the other Loan Documents for the
account of any Lender shall constitute a payment to such Lender.  The
Administrative Agent agrees promptly to distribute to each Lender such Lender's
pro rata share of payments received by the Administrative Agent for the
account of such Lenders except as otherwise expressly provided herein or in any
of the other Loan Documents.


	  Distribution by Administrative
Agent

.  If in the opinion of the Administrative
Agent the distribution of any amount received by it in such capacity under this
Credit Agreement, under the Notes or under any of the other Loan Documents might
involve it in liability, it may refrain from making such distribution until its
right to make such distribution shall have been adjudicated by a court of
competent jurisdiction.  If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Administrative Agent is to be repaid,
each Person to whom any such distribution shall have been made shall either
repay to the Administrative Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such
Persons as shall be determined by such court.


	  Delinquent
Lenders

.  Notwithstanding anything to the contrary
contained in this Credit Agreement or any of the other Loan Documents, any
Lender that fails (a) in the case of a Revolving Credit Lender, to make
available to the Administrative Agent its pro rata share of any Revolving
Credit Loan or to purchase any Letter of Credit Participation in accordance with
the terms hereof or (b) to comply with the provisions of  14 with respect to
making dispositions and arrangements with the other Revolving Credit Lenders or
Term Loan Lenders, as the case may be, where such Lender's share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata
share based on all applicable outstanding Loans and Unpaid Reimbursement
Obligations of such payments, in each case as, when and to the full extent
required by the provisions of this Credit Agreement, shall be deemed delinquent
(a "Delinquent Lender") and shall be deemed a Delinquent Lender
until such time as such delinquency is satisfied.  A Delinquent Lender shall be
deemed to have assigned any and all payments due to it from the Borrowers to the
remaining nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the
case may be, for application to, and reduction of, their respective pro
rata shares of the Obligation so affected by such delinquency.  The
Delinquent Lender hereby authorizes the Administrative Agent to distribute such
payments to the nondelinquent Revolving Credit Lenders or Term Loan Lenders, as
the case may be, in proportion to their respective pro rata shares of the
Obligations.  A Delinquent Lender shall be deemed to have satisfied in full a
delinquency when and if, as a result of application of the assigned payments,
the Lenders' respective pro rata shares of the Obligations have returned
to those in effect immediately prior to such delinquency and without giving
effect to the nonpayment causing such delinquency.


	  Holders of Notes

.  The Administrative Agent may deem and treat
the payee of any Note or the purchaser of any Letter of Credit Participation as
the absolute owner or purchaser thereof for all purposes hereof until it shall
have been furnished in writing with a different name by such payee or by a
subsequent holder, assignee or transferee.


	  Indemnity

.  The Lenders ratably agree hereby to
indemnify and hold harmless the Administrative Agent and its Affiliates from and
against any and all claims, actions and suits (whether groundless or otherwise),
losses, damages, costs, expenses (including any expenses for which the
Administrative Agent or such Affiliate has not been reimbursed by the Borrowers
as required by  16), and liabilities of every nature and character arising out
of or related to this Credit Agreement, the Notes, or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby, or
the Administrative Agent's or such Affiliate's actions taken hereunder or
thereunder, except to the extent that any of the same shall be directly caused
by the Administrative Agent's or such Affiliate's willful misconduct or gross
negligence.  This  15.12 applies to any Lender which is also acting as
Administrative Agent solely in its capacity as Administrative Agent and such
Lender, in its capacity as a Lender, shall be liable for its actions and liable
to indemnify the Administrative Agent in the same manner as any other
Lender.


	  Notification of Defaults and
Events of Default

.  Each Lender hereby agrees that, upon
learning of the existence of a Default or an Event of Default, it shall promptly
notify the Administrative Agent thereof.  The Administrative Agent hereby agrees
that upon receipt of any notice under this  15.13 it shall promptly notify the
other Lenders of the existence of such Default or Event of Default.


	  Duties in the Case of
Enforcement

.  In case one of more Events of
Default have occurred and shall be continuing, and whether or not acceleration
of the Obligations shall have occurred, the Administrative Agent shall, if (a)
so requested by the Required Lenders and (b) the Lenders have provided to the
Administrative Agent such additional indemnities and assurances against expenses
and liabilities as the Administrative Agent may reasonably request, proceed to
enforce the provisions of the Security Documents authorizing the sale or other
disposition of all or any part of the Collateral and exercise all or any such
other legal and equitable and other rights or remedies as it may have in respect
of such Collateral.  The Required Lenders may direct the Administrative Agent in
writing as to the method and the extent of any such sale or other disposition,
the Lenders hereby agreeing to indemnify and hold the Administrative Agent
harmless from all liabilities incurred in respect of all actions taken or
omitted in accordance with such directions, provided that the
Administrative Agent need not comply with any such direction to the extent that
the Administrative Agent reasonably believes the Administrative Agent's
compliance with such direction to be unlawful or commercially unreasonable in
any applicable jurisdiction.


	  Administrative Agent May File
Proofs of Claim

.  



	In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial, administrative or like proceeding or any assignment for the
benefit of creditors relative to the Borrowers, the Administrative Agent
(irrespective of whether the principal of any Loan, Reimbursement Obligation or
Unpaid Reimbursement Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrowers) shall be
entitled and empowered, by intervention in such proceeding, under any such
assignment or otherwise:



	to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, Reimbursement
Obligations or Unpaid Reimbursement Obligations and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under   5.1 and 16) allowed in such proceeding or
under any such assignment; and


	to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the
same;


	Any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such proceeding or under any such
assignment is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders, nevertheless to
pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under   5.1 and
16.


	Nothing contained herein shall authorize the
Administrative Agent to consent to or accept or adopt on behalf of any Lender
any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations owed to such Lender or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding or under any such assignment.


	  Duties of Syndication Agent and
Documentation Agents

.  Neither the Syndication Agent nor the
Documentation Agents shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than those applicable
to all Lenders as such.  Without limiting the foregoing, neither the Syndication
Agent nor the Documentation Agents shall have or be deemed to have any fiduciary
relationship with any Lender.  Each Lender acknowledges that it has not relied,
and will not rely, on the Syndication Agent or the Documentation Agents in
deciding to enter into this Credit Agreement or not taking any action
hereunder.

	EXPENSES AND
INDEMNIFICATION.



	Expenses

.  Whether or not the transactions
contemplated herein shall be consummated, the Borrowers agree to pay
(a) the reasonable costs of producing and reproducing this Credit
Agreement, the other Loan Documents and the other agreements and instruments
mentioned herein, (b) any taxes (including any interest and penalties in
respect thereto) payable by the Administrative Agent or any of the Lenders
(other than taxes based upon the Administrative Agent's or any Lender's net
income) on or with respect to the transactions contemplated by this Credit
Agreement (the Borrowers hereby agreeing to indemnify the Administrative Agent
and each Lender with respect thereto), (c) the reasonable fees, expenses
and disbursements of counsel to the Administrative Agent incurred in connection
with the preparation, syndication, administration or interpretation of the Loan
Documents and other instruments mentioned herein, each closing hereunder, any
amendments, modifications, approvals, consents or waivers hereto or hereunder,
or the cancellation of any Loan Document upon payment in full in cash of all of
the Obligations or pursuant to any terms of such Loan Document providing for
such cancellation, (d) the reasonable fees, expenses and disbursements of
the Administrative Agent, the Joint Lead Arrangers, or any of their affiliates
incurred by the Administrative Agent, the Joint Lead Arrangers, or such
affiliate in connection with the preparation, syndication, administration or
interpretation of the Loan Documents and other instruments mentioned herein,
including all title insurance premiums and surveyor, engineering and appraisal
charges, (e) all reasonable out-of-pocket expenses (including without
limitation reasonable attorneys' fees and costs, which attorneys may be
employees of any Lender or the Administrative Agent, and reasonable consulting,
accounting, appraisal, investment banking and similar professional fees and
charges) incurred by any Lender or the Administrative Agent in connection with
(i) the enforcement of or preservation of rights under any of the Loan
Documents against the Borrowers or the administration thereof after the
occurrence of a Default or Event of Default and (ii) any litigation,
proceeding or dispute whether arising hereunder or under any of the other Loan
Documents, in any way related to any Lender's or the Administrative Agent's
relationship with the Borrowers and (f) all reasonable fees, expenses and
disbursements of the Administrative Agent incurred in connection with UCC
searches and UCC filings.


	Indemnification

.  The Borrowers agree to indemnify and hold
harmless the Administrative Agent, the Joint Lead Arrangers, the Lenders and
each of their respective affiliates, shareholders, officers, directors,
employees, agents, trustees, advisors and Administrative Agents (each an
"Indemnitee") from and against any and all claims, actions and
suits whether groundless or otherwise, and from and against any and all
liabilities, losses, damages and expenses of every nature and character arising
out of this Credit Agreement or any of the other Loan Documents or the
transactions contemplated hereby including, without limitation, (a) any actual
or proposed use by the Borrowers of the proceeds of any of the Loans or Letters
of Credit, (b) the Borrowers entering into or performing this Credit Agreement
or any of the other Loan Documents or (c) with respect to the Borrowers and
their respective properties and assets, the violation of any Environmental Law,
the Release or threatened Release of any Hazardous Substances or any action,
suit, proceeding or investigation brought or threatened with respect to any
Hazardous Substances (including, but not limited to, claims with respect to
wrongful death, personal injury or damage to property), in each case including,
without limitation, the reasonable fees and disbursements of counsel and
allocated costs of internal counsel incurred in connection with any such
investigation, litigation or other proceeding; provided, however, that no
Indemnitee shall have the right to be indemnified hereunder for any such
liabilities, losses, damages and expenses to the extent incurred as a result of
such Indemnitee's gross negligence or willful misconduct.  In litigation, or the
preparation therefor, the Lenders and the Administrative Agent, the Joint Lead
Arrangers, and their affiliates shall be entitled to select their own counsel
and, in addition to the foregoing indemnity, the Borrowers agree to pay promptly
the reasonable fees and expenses of such counsel.  If, and to the extent that
the obligations of the Borrowers under this  16.2 are unenforceable for any
reason, the Borrowers hereby agree to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law.


	Survival

.  The covenants contained in this  16 shall
survive payment (including payment in connection with an assignment under  18)
or satisfaction in full of all other Obligations.

	SURVIVAL OF COVENANTS, ETC. 

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

	ASSIGNMENTS AND
PARTICIPATION.





	Assignments. It is understood and agreed that
each Lender shall have the right to assign at any time all or any portion of its
Commitment and interests in the risk relating to any Revolving Credit Loans and
outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan
to any Person, provided that: (i) each such assignment shall be in a minimum
amount of $5,000,000 (or, if less, in a minimum amount equal to all of such
Lender's Commitment and interests in the risk relating to any Revolving Credit
Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the
Term Loan); (ii) the Administrative Agent and, so long as no Event of Default
has occurred and is continuing, the Parent, shall have consented to such
assignment, each such consent not to be unreasonably withheld; provided that the
consent of the Administrative Agent and the Parent shall not be required, and
the minimum assignment amount shall not apply, if the assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund so long as such assignment would
not result in increased costs to the Borrowers hereunder; and (iii) the proposed
assignee and the assigning Lender execute and deliver to the Administrative
Agent and the Borrowers hereunder an Assignment and Acceptance in the form
attached hereto as Exhibit D (in each case, an "Assignment
and Acceptance").  Upon the execution and delivery of
such Assignment and Acceptance, (A) to the extent applicable, the Borrowers, if
requested, shall issue to the assignee applicable Notes in the amount of such
assignee's Commitment and/or portion of the Term Loan, dated the effective date
of such Assignment and Acceptance and otherwise completed in substantially the
form of the Notes executed and delivered to the Lenders on the Effective Date
and, if applicable, the assignor shall return to the Borrowers its existing
Notes marked "cancelled"; and (B) the assignee shall pay a processing
and recordation fee of $2,500 to the Administrative Agent; provided that only
one such fee shall be payable in the event of simultaneous assignments to or by
two or more Approved Funds.


	Participations. Each Lender shall also have the
right to grant participations to one or more banks, other financial institutions
or other entities whose business is to purchase and sell loan assets in the
normal course (each a "Participant") in or to all or any part
of any rights or Obligations owing to such Lender; provided that (i) any
such sale or participation shall not affect the rights and duties of the selling
Lender hereunder to the Borrowers and (ii) the only rights granted to the
Participant pursuant to such participation arrangements with respect to waivers,
amendments or modifications of the Loan Documents shall be the rights to approve
waivers, amendments or modifications that would require consent by all Lenders
or of the assigning Lender under   26(a), (b) and (c), as the case may be, and
(iii) any Participant shall be entitled to the benefits of  5.4,  5.5,  5.9,
 5.11 and  15 as if it were a Lender hereunder and (iv) such participations
shall be in a minimum amount of $5,000,000, provided, however, that no
Borrower shall be required to pay any amount which is greater than such amount
that otherwise would have been payable to the Lender which sold such
participation.


	Miscellaneous. Notwithstanding the foregoing, no
assignment, participation or accession shall operate to (i) except in accordance
with  18(g), increase the Total Revolving Credit Commitment or amount of the
Term Loan hereunder unless consented to by the Required Lenders or (ii) reduce
the Commitment or portion of the Term Loan of any Lender to an amount less than
$5,000,000 (or, if less, in a minimum amount equal to all of such Lender's
Commitment and interests in the risk relating to any Revolving Credit Loans and
outstanding Letters of Credit or its Term Loan Percentage of the Term Loan), or
(iii) otherwise alter the substantive terms of this Credit Agreement.  Anything
contained in this  18 to the contrary notwithstanding, any Lender may at any
time grant a security interest in all or any portion of its rights under this
Credit Agreement and the other Loan Documents to secure obligations of such
Lender, including without limitation (a) any pledge or assignment to secure
obligations to any of the twelve Federal Reserve Banks organized under  4 of the
Federal Reserve Act, 12 U.S.C.  341 and (b) with respect to any Lender that is a
Fund, to any lender or any trustee for, or any other representative of, holders
of obligations owed or securities issued by such Fund as security for such
obligations or securities or any institutional custodian for such Fund or for
such lender; provided that no such grant shall release such Lender from
any of its obligations hereunder, provide any voting rights hereunder to the
secured party thereof, substitute any such secured party for such Lender as a
party hereto or affect any rights or obligations of the Borrowers or
Administrative Agent hereunder.  The words "execution,"
"signed," "signature," and words of like import in any
Assignment and Assumption shall be deemed to include electronic signatures or
the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


	Register. On the date specified in any Assignment
and Acceptance or Instrument of Accession and upon the satisfaction of the other
conditions set forth in this  18, such bank or financial institution shall
become a party to this Credit Agreement and the other Loan Documents for all
purposes of this Credit Agreement and the other Loan Documents, and its
Commitment and/or portion of the Term Loan shall be as set forth in the register
of Lenders (the "Register") maintained by the Administrative
Agent for the recordation of the names and addresses of the Lenders and the
Commitment Percentage of, Term Loan Percentage of, and principal amount of the
Loans owing to and Letter of Credit participations purchased by, the Lenders
from time to time.  The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrowers, the Administrative Agent and the
Lenders may treat each person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Credit Agreement.  The Register shall be
available for inspection by the Borrowers and the Lenders at any reasonable time
and from time to time upon reasonable prior notice.


	Assignee or Participant Affiliated with a
Borrower.  If any assignee Lender is an Affiliate of any Borrower, then any
such assignee Lender shall have no right to vote as a Lender hereunder or under
any of the other Loan Documents for purposes of granting consents or waivers or
for purposes of agreeing to amendments or other modifications to any of the Loan
Documents or for purposes of making requests to the Administrative Agent
pursuant to  13.1 or  13.2, and the determination of the Required Lenders shall
for all purposes of this Credit Agreement and the other Loan Documents be made
without regard to such assignee Lender's interest in any of the Loans or
Reimbursement Obligations.  If any Lender sells a participating interest in any
of the Loans or Reimbursement Obligations to a Participant, and such Participant
is a Borrower or an Affiliate of a Borrower, then such transferor Lender shall
promptly notify the Administrative Agent of the sale of such participation.
Such transferor Lender shall have no right to vote as a Lender hereunder or
under any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or modifications to any of the
Loan Documents or for purposes of making requests to the Administrative Agent
pursuant to  13.1 or  13.2 to the extent that such participation is beneficially
owned by a Borrower or any Affiliate of a Borrower, and the determination of the
Required Lenders shall for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to the interest of such transferor Lender
in the Loans or Reimbursement Obligations to the extent of such
participation.


	Special Purpose Funding Vehicle.  Notwithstanding
anything to the contrary contained in this  18, any Lender other than a Lender
affiliated with a Borrower (a "Granting Lender") may grant to a
special purpose funding vehicle (an "SPV") of such Granting
Lender, identified as such in writing from time to time delivered by the
Granting Lender to the Administrative Agent and the Borrowers, the option to
provide to the Borrowers all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrowers pursuant to this Credit
Agreement, provided that (a) nothing herein shall constitute a commitment
to make any Loan by any SPV, (b) the Granting Lender's obligations under this
Credit Agreement shall remain unchanged, (c) the Granting Lender shall retain
the sole right to enforce this Credit Agreement and to approve any amendment,
modification or waiver of any provision of this Credit Agreement and (d) if an
SPV elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof.  The making of a Loan by an SPV hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by the Granting Lender.  Each party hereto hereby agrees
that no SPV shall be liable for any expense reimbursement, indemnity or similar
payment obligation under this Credit Agreement (all liability for which shall
remain with the Granting Lender).  In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Credit Agreement) that, prior to the date that is one year and one day after the
later of (i) the payment in full of all outstanding senior indebtedness of any
SPV and (ii) the Revolving Credit Maturity Date, or, as applicable, the Term
Loan Maturity Date, it will not institute against, or join any other person in
instituting against, such SPV any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings under the laws of
the United States of America or any State thereof.  In addition, notwithstanding
anything to the contrary contained in this  18, any SPV may (A) with notice to,
but (except as specified below) without the prior written consent of, the
Borrowers or the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to its Granting
Lender or to any financial institutions (consented to by the Administrative
Agent and, so long as no Default or Event of Default has occurred and is
continuing, the Borrowers, which consents shall not be unreasonably withheld or
delayed) providing liquidity and/or credit facilities to or for the account of
such SPV to fund the Loans made by such SPV or to support the securities (if
any) issued by such SPV to fund such Loans and (B) disclose on a confidential
basis any non-public information relating to its Loans (other than financial
statements referred to in  6.4 or  7.4) to any rating agency, commercial paper
dealer or provider of a surety, guarantee or credit or liquidity enhancement to
such SPV.  In no event shall the Borrowers be obligated to pay to an SPV that
has made a Loan any greater amount than the Borrowers would have been obligated
to pay under this Agreement if the Granting Lender had made such Loan.  An
amendment to this  18(f) without the written consent of an SPV shall be
ineffective insofar as it alters the rights and obligations of such
SPV.


	Acceding Lenders. One or more commercial banks,
other financial institutions or other Persons (in each case, an
"Acceding Lender") may, at the request of the Borrowers, and
upon the consent of the Administrative Agent (such consent not to be
unreasonably withheld), become party to this Credit Agreement as a Lender by
entering into an Instrument of Accession in substantially the form of Exhibit
F hereto (an "Instrument of Accession") with the Borrowers
and the Administrative Agent and assuming thereunder the rights and obligations
of a Lender hereunder, including, without limitation, Commitments to make
Revolving Credit Loans and participate in the risk relating to Letters of Credit
and/or (as the case may be) the obligation to fund a portion of the Term Loan in
amounts to be agreed upon by the Borrowers and the Acceding Lender subject to
the terms hereof, and the Total Revolving Credit Commitment and/or the Term Loan
(as the case may be) shall thereupon be increased (each such increase referred
to as a "Post-Closing Facility Increase") by the amount of such
Acceding Lender's interest; provided that:



	no Default or Event of Default has occurred and is
continuing at the time of such accession;


	in no event shall the sum of (a) the Term Loan
plus (b) the Total Revolving Credit Commitment (after giving effect to
all Instruments of Accession) exceed in the aggregate $1,050,000,000
minus any previously effected permanent reductions of the Total Revolving
Credit Commitment and prepayments of the Term Loan pursuant to   2.2, 4.4 and
4.5, respectively; and


	the Borrowers shall indemnify the Lenders and the
Administrative Agent for any cost or expense incurred as a consequence of the
reallocation of any Eurodollar Loans to an Acceding Lender pursuant to the
provisions of  5.9.

On the effective date specified in any Instrument of
Accession, Schedule 1 hereto shall be deemed to be amended to reflect (x)
the name, address, Commitment, Commitment Percentage and/or Term Loan Percentage
of the Acceding Lender, (y) the amount of the Total Revolving Credit Commitment
and the Term Loan Amount after giving effect to the Post-Closing Facility
Increase, and (z) the changes to the respective Commitments, Commitment
Percentages and Term Loan Percentages of the other Lenders, as applicable,
resulting from such Post-Closing Facility Increase.

	PARTIES IN INTEREST.

All the terms of this Credit Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto and thereto;
provided that the Borrowers shall not assign or transfer their rights
hereunder without the prior written consent of each Lender.

	NOTICES, ETC.



	Notices Generally

.  Except as otherwise expressly provided in
this Credit Agreement, all notices and other communications made or required to
be given pursuant to this Credit Agreement or the other Loan Documents shall be
in writing and shall be delivered in hand, mailed by United States first-class
mail, postage prepaid, or sent by telex or facsimile and confirmed by letter,
addressed as follows:



	if to the Borrowers, at Waste Connections, Inc., 35 Iron
Point Circle, Suite 200, Folsom, California 95630-8589, Attention:  Worthing
Jackman, Executive Vice-President and Chief Financial Officer, telephone number
916-608-8200, telecopy number 916-351-5607;


	if to the Administrative Agent or Bank of America, at 100
Federal Street, Boston, Massachusetts 02110, Attention: Maria F. Maia, Managing
Director, telephone number 617-434-5751, telecopy number 617-434-
2160;

or such other address for notice as shall have last been
furnished in writing to the Person giving the notice.

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


	Electronic
Communications

.  Notices and other communications to the
Lenders and the Issuing Lender hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites,
such as Intralinks) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or the
Issuing Lender pursuant to  3 if such Lender or the Issuing Lender, as
applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such  3 by electronic communication.  The Administrative
Agent or the Borrowers may, in their discretion, agree to accept notices and
other communications to them hereunder by electronic communications pursuant to
procedures approved by them, provided that approval of such procedures
may be limited to particular notices or communications.  Unless the
Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of
business on the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice
or communication is available and identifying the website address
therefor.

	TREATMENT OF CERTAIN CONFIDENTIAL
INFORMATION

.

Each of the Administrative Agent, the Lenders and the Issuing
Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and to
its and its Affiliates' respective partners, directors, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Credit Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Credit Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to a Borrower and its obligations, (g) with the consent of the
Borrowers or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the Issuing Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrowers.

For purposes
of this Section, "Information" means all information received from the
Borrowers or any of their Subsidiaries relating to the Borrowers or any of their
Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the
Issuing Lender on a nonconfidential basis prior to disclosure by the Borrowers
or any their Subsidiaries.  Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.



	Prior
Notification

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


	Other

.  In no event shall any Lender or the
Administrative Agent be obligated or required to return any materials furnished
to it or any Financial Affiliate by the Borrowers.  The obligations of each
Lender under this  21 shall supersede and replace the obligations of such Lender
under any confidentiality letter in respect of this financing signed and
delivered by such Lender to the Borrowers prior to the date hereof and shall be
binding upon any assignee of, or purchaser of any participation in, any interest
in any of the Loans or Reimbursement Obligations from any Lender.

	MISCELLANEOUS.

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

	ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed
in connection herewith or therewith express the entire understanding of the
parties with respect to the transactions contemplated hereby.  Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in  26.  No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon.  No
course of dealing or omission on the part of the Administrative Agent or any
Lender in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto.  No notice to or demand upon the Borrowers shall entitle
the Borrowers to other or further notice or demand in similar or other
circumstances.

	WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS.  EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION
REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.  THE BORROWERS (a) CERTIFY THAT NO REPRESENTATIVE, ADMINISTRATIVE
AGENT OR ATTORNEY OF ANY LENDER OR THE ADMINISTRATIVE AGENT HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE ADMINISTRATIVE AGENT WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(b) ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN
INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
WHICH THEY ARE A PARTY BECAUSE OF, AMONG OTHER THINGS, THE BORROWERS' WAIVERS
AND CERTIFICATIONS CONTAINED HEREIN.

	GOVERNING LAW.

THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS
OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN GENERAL OBLIGATIONS LAW  5-
1401 AND  5-1402).  EACH OF THE BORROWERS AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS
SPECIFIED IN  20.  EACH OF THE BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT
SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

	Consents, Amendments, Waivers, Etc.

Except as set forth in  4.7 or in connection with a
Post-Closing Facility Increase made in accordance with  18(g) and as set forth
in subsections (a) and (b) below, any consent or approval required or permitted
by this Credit Agreement to be given by the Lenders may be given, and any term
of this Credit Agreement, the other Loan Documents or any other instrument
related hereto or mentioned herein may be amended, and the performance or
observance by the Borrowers of any terms of this Credit Agreement, the other
Loan Documents or such other instrument or the continuance of any Default or
Event of Default may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the written consent
of the Borrowers and the written consent of the Required Lenders.
Notwithstanding the foregoing, no amendment, modification or waiver shall be
effective:




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



	reduce or forgive the principal amount of any Revolving
Credit Loans or Term Loan, as the case may be, or Reimbursement Obligations, or
reduce the rate of interest on the Revolving Credit Loans or applicable Term
Loan, as the case may be, or the amount of the Commitment Fee or Letter of
Credit Fees;


	increase the amount of such Revolving Lender's Commitment
or such Term Lender's Term Loan Amount, or extend the expiration date of such
Revolving Credit Commitment;


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


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


	amend or modify the provisions of  4.4 (Mandatory
Prepayments of the Term Loan),  5.13 (Concerning Joint and Several Liability of
the Borrowers) or  13.4 (Distribution of Collateral Proceeds);


	without the written consent of all of the Lenders, amend
or waive this  26 or the definition of "Required Lenders";


	without the written consent of the Administrative Agent,
amend or waive   2.10 or 15, the amount or time of payment of any fees payable
for the Administrative Agent's account or any Letter of Credit Fees payable for
the Administrative Agent's account or any other provision applicable to the
Administrative Agent.

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

	Borrowers' Representative.

Each of the Borrowers hereby irrevocably appoints the
Parent as such Borrower's representative and agent for all purposes under this
Credit Agreement and authorizes the Parent, on behalf of each such Borrower and
in each such Borrower's name to give and receive all notices and documents,
certificates and instruments to be given or received by the Borrowers or any of
them in connection with this Credit Agreement and the other Loan Documents,
including receipt of service of legal process in connection with any suit or
proceeding arising under, or in connection with the transactions contemplated by
this Credit Agreement, delivery of Loan and Letter of Credit Requests,
Conversion Requests, Compliance Certificates and requests for waivers and
amendments and to acknowledge or consent to any amendments, waivers or
assignments.

	Severability.

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

	EXISTING Credit Agreement.



	Existing Credit Agreement
Superseded

.  On the Closing Date, this Credit Agreement
shall supersede the Existing Credit Agreement in its entirety, except as
provided in this  29.  On the Closing Date, the rights and obligations of the
parties hereto evidenced by the Existing Credit Agreement shall be evidenced by
this Credit Agreement and the other Loan Documents, the "Loans" as defined in
the Existing Credit Agreement shall be converted to Loans as defined herein and
the Existing Letters of Credit issued by the Issuing Lender for the account of
the Borrowers or any of their Subsidiaries prior to the Closing Date
shall be deemed to be Letters of Credit under this Credit Agreement.


	Interest and Fees under
Superseded Agreement

.  All interest and fees and expenses
(including any breakage fees or expenses incurred under  5.9), if any, owing or
accruing under or in respect of the Existing Credit Agreement through the
Closing Date shall be calculated as of the Closing Date (pro rated in the case
of any fractional periods), and shall be paid on the Closing Date.  Commencing
on the Closing Date, the Commitment Fees hereunder shall be payable by the
Borrowers to the Administrative Agent for the account of the Lenders in
accordance with  5.1.

	USA PATRIOT ACT.

Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrowers that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record
information that identifies the Borrowers, which information includes the name
and address of each Borrower and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify such Borrower in
accordance with the Act.

[Remainder of Page Left Blank Intentionally]



IN WITNESS WHEREOF, the undersigned
have duly executed this Credit Agreement as of the date first set forth
above.

THE
BORROWERS:

WASTE CONNECTIONS, INC.

AMERICAN DISPOSAL COMPANY, INC.

AMERICAN SANITARY SERVICE, INC.

ARROW SANITARY SERVICE, INC.

BITUMINOUS RESOURCES, INC.

BUTLER COUNTY LANDFILL, INC.

CAMINO REAL ENVIRONMENTAL CENTER, INC.


COLD CANYON LAND FILL, INC.

COMMUNITY REFUSE DISPOSAL INC.

CONTRACTORS WASTE SERVICES, INC.

CORRAL DE PIEDRA LAND COMPANY

CURRY TRANSFER & RECYCLING,
INC.

D. M. DISPOSAL CO., INC.

DENVER REGIONAL LANDFILL, INC.

EMPIRE DISPOSAL, INC.

ENVIRONMENTAL TRUST COMPANY

ENVIRONMENTAL WASTE SYSTEMS, INC.

FINNEY COUNTY LANDFILL, INC.

G & P DEVELOPMENT, INC.

ISLAND DISPOSAL, INC. 

J BAR J LAND, INC.

lakeshore disposal, inc.

LEALCO, INC.

LES' COUNTY SANITARY, INC.

MADERA DISPOSAL
SYSTEMS, INC.

MAMMOTH DISPOSAL COMPANY

MANAGEMENT ENVIRONMENTAL NATIONAL,
INC.

MASON COUNTY GARBAGE CO., INC. 

MDSI OF LA,
Inc.

MILLENNIUM WASTE INCORPORATED

MISSION COUNTRY DISPOSAL

MORRO BAY GARBAGE SERVICE

MURREY'S DISPOSAL COMPANY, INC.

NEBRASKA ECOLOGY SYSTEMS, INC.

NOBLES COUNTY LANDFILL, INC.

NORTHERN PLAINS DISPOSAL, INC.

 

By:

Worthing F. Jackman

Chief Financial Officer



NORTHWEST CONTAINER SERVICES, INC.

OKLAHOMA CITY WASTE DISPOSAL, INC.

OKLAHOMA LANDFILL HOLDINGS, INC.

OSAGE LANDFILL, INC.

PSI ENVIRONMENTAL SERVICES, INC.

PSI ENVIRONMENTAL SYSTEMS, INC.

RED CARPET LANDFILL, INC.

RH FINANCIAL CORPORATION

RHINO SOLID WASTE, INC.

RURAL WASTE MANAGEMENT, INC.

SAN LUIS GARBAGE COMPANY

SCOTT SOLID WASTE DISPOSAL COMPANY

SEDALIA LAND COMPANY

SOUTH COUNTY SANITARY SERVICE, INC.

SOUTHERN PLAINS DISPOSAL, INC.

TACOMA RECYCLING COMPANY, INC.

TENNESSEE WASTE MOVERS, INC.

WASCO COUNTY LANDFILL, INC.

WASTE CONNECTIONS MANAGEMENT SERVICES, INC.

WASTE CONNECTIONS OF ALABAMA, INC.

WASTE CONNECTIONS OF ARIZONA, INC.

WASTE CONNECTIONS OF ARKANSAS, INC.

WASTE CONNECTIONS OF CALIFORNIA, INC.  

(f/k/a Amador Disposal Service, Inc.)

WASTE CONNECTIONS OF COLORADO, INC.

WASTE CONNECTIONS OF IDAHO, INC. 

(F/K/A MOUNTAIN JACK ENVIRONMENTAL SERVICES, INC.)

WASTE CONNECTIONS OF ILLINOIS, INC.

WASTE CONNECTIONS OF IOWA, INC.  

(f/k/a Whaley Waste Systems Inc.)

WASTE CONNECTIONS OF KANSAS, INC.

WASTE CONNECTIONS OF KENTUCKY, INC.

WASTE CONNECTIONS OF MINNESOTA, INC.  

(f/k/a Ritter's Sanitary Service, Inc.) 

WASTE CONNECTIONS OF MISSISSIPPI, INC. 

(f/k/a Liberty Waste Services of Mississippi Holdings,
Inc.)

WASTE CONNECTIONS OF MISSOURI, INC.

WASTE CONNECTIONS OF MONTANA, INC.

WASTE CONNECTIONS OF NEBRASKA, INC.

WASTE CONNECTIONS OF NEW MEXICO, INC.

By:

Worthing F. Jackman

Chief Financial Officer



 

WASTE CONNECTIONS OF OKLAHOMA, INC.  

(f/k/a B & B Sanitation, Inc.)

WASTE CONNECTIONS OF OREGON, INC. 

(f/k/a Sweet Home Sanitation Service, Inc.)

WASTE CONNECTIONS OF SOUTH DAKOTA, INC.

(f/k/a Novak Enterprises, Inc.)

WASTE CONNECTIONS OF TENNESSEE, INC. 

(fka Liberty Waste Services of Tennessee Holdings,
Inc.)

WASTE CONNECTIONS OF THE CENTRAL VALLEY, INC. 

(f/k/a/ Kingsburg Disposal Service, inc.)

WASTE CONNECTIONS OF UTAH, INC.

WASTE
CONNECTIONS OF WASHINGTON, INC.

WASTE
CONNECTIONS OF WYOMING, INC.

WASTE
CONNECTIONS TRANSPORTATION COMPANY, INC.

WASTE
SERVICES OF N.E. MISSISSIPPI, INC. 

WCI OF
GEORGIA, INC.

WEST BANK
ENVIRONMENTAL SERVICES, INC.

WEST COAST
RECYCLING AND TRANSFER, INC. 

WYOMING
ENVIRONMENTAL SERVICES, INC.

WYOMING
ENVIRONMENTAL SYSTEMS, INC.



 

By:

Worthing F. Jackman

Chief Financial Officer



 

COLUMBIA
RESOURCE CO., L.P.

FINLEY-BUTTES
LIMITED PARTNERSHIP



By:Management Environmental National, Inc.,

its General Partner



By:_________________________

Worthing F. Jackman

Chief Financial Officer



 

EL PASO DISPOSAL,
LP


By:Waste Connections of Texas, LLC,

its General Partner



By:Waste Connections Management Services, Inc.,

its Manager



 

By:_________________________

Worthing F. Jackman

Chief Financial Officer



 

SANTEK ENVIRONMENTAL OF
MISSISSIPPI, L.L.C.

WASTE SERVICES OF
MISSISSIPPI, LLC


By:Waste Connections, Inc.,

its Managing Member



By:_________________________

Worthing F. Jackman

Chief Financial Officer


 

WASTE CONNECTIONS OF
TEXAS, LLC



By:Waste Connections Management Services, Inc.,

its Manager



By:_________________________

Worthing F. Jackman

Chief Financial Officer


 

RAILROAD AVENUE DISPOSAL,
LLC

SCOTT WASTE SERVICES,
LLC



By:Waste Connections, Inc.

Its Manager



By:_________________________

Worthing F. Jackman

Chief Financial Officer



 

 

WASTE SOLUTIONS GROUP OF SAN BENITO, LLC



By:Waste Connections, Inc.,

its
Manager

By:

Worthing F. Jackman

Chief Financial Officer


BANK OF
AMERICA, N.A,

as Administrative Agent



 

By:___________________________

Name:

Title:



 

 













BANK OF
AMERICA, N.A, 

as a Lender, Swing Line Lender 

and Issuing Bank

 

By:___________________________________

Name:

Title:

DEUTSCHE BANK TRUST

TRUST COMPANY AMERICAS


 

By____________________________

Name:

Title:

WELLS FARGO BANK, N.A.


 

By____________________________

Name:

Title:

CALYON NEW YORK BRANCH


 

By____________________________

Name:

Title:

UNION BANK OF CALIFORNIA, N.A.


 

By____________________________

Name:

Title:

JPMORGAN CHASE BANK, N.A.


 

By____________________________

Name:

Title:

KEYBANK NATIONAL ASSOCIATION


 

By____________________________

Name:

Title:

COMMERZBANK AG, NEW YORK

AND GRAND CAYMAN BRANCHES


 

By____________________________

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION


 

By____________________________

Name:

Title:

GUARANTY BANK


 

By____________________________

Name:

Title:

SUMIMOTO MITSUI

BANKING CORPORATION


 

By____________________________

Name:

Title:

FIRST BANK DBA FIRST BANK & TRUST


 

By____________________________

Name:

Title:

CITICORP NORTH AMERICA, INC.


 

By____________________________

Name:

Title:

BANK OF THE WEST


 

By____________________________

Name:

Title:

PEOPLE'S BANK


 

By____________________________

Name:

Title:

BANK OF SCOTLAND


 

By____________________________

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION


 

By____________________________

Name:

Title: