<PAGE>

                                                                  Exhibit 10(i)e

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

                                CREDIT AGREEMENT

                           Dated as of August 8, 2003

                                      among

                           COMMERCIAL METALS COMPANY,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent and an L/C Issuer,

                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                       and
                               ABN AMRO BANK N.V.,
                                       as
                             Co-Syndication Agents,

                                MELLON BANK, N.A.
                                       and
                                  BNP PARIBAS,
                                       as

                            Co-Documentation Agents,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                         Book Manager and Lead Arranger

                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                       as
                               Joint Lead Arranger

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

<PAGE>

<TABLE>
<S>                                                                                                          <C>
ARTICLE I.    DEFINITIONS AND ACCOUNTING TERMS
     1.01     Defined Terms..............................................................................     1
     1.02     Other Interpretive Provisions..............................................................    20
     1.03     Accounting Terms...........................................................................    20
     1.04     Rounding...................................................................................    21
     1.05     References to Agreements and Laws..........................................................    21
     1.06     Times of Day...............................................................................    21
     1.07     Letter of Credit Amounts...................................................................    21

ARTICLE II.   THE COMMITMENTS AND CREDIT EXTENSIONS
     2.01     Revolving Loans............................................................................    21
     2.02     Revolving Borrowings, Conversions and Continuations of Revolving Loans.....................    22
     2.03     Letters of Credit..........................................................................    24
     2.04     Prepayments................................................................................    32
     2.05     Termination or Reduction of Commitments....................................................    32
     2.06     Repayment..................................................................................    33
     2.07     Interest...................................................................................    33
     2.08     Fees.......................................................................................    33
     2.09     Computation of Interest and Fees...........................................................    34
     2.10     Evidence of Debt...........................................................................    35
     2.11     Payments Generally.........................................................................    35
     2.12     Sharing of Payments........................................................................    37

ARTICLE III.  TAXES, YIELD PROTECTION AND ILLEGALITY
     3.01     Taxes......................................................................................    37
     3.02     Illegality.................................................................................    38
     3.03     Inability to Determine Rates...............................................................    39
     3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.....    39
     3.05     Funding Losses.............................................................................    40
     3.06     Matters Applicable to all Requests for Compensation........................................    41
     3.07     Limitation on Compensation.................................................................    41
     3.08     Survival...................................................................................    41

ARTICLE IV.   CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
     4.01     Conditions of Initial Credit Extension.....................................................    41
     4.02     Conditions to all Credit Extensions........................................................    43

ARTICLE V.    REPRESENTATIONS AND WARRANTIES
     5.01     Subsidiaries...............................................................................    44
     5.02     Existence, Qualification and Power; Compliance with Laws...................................    44
     5.03     Authorization; No Contravention............................................................    44
     5.04     Governmental Authorization; Other Consents.................................................    44
     5.05     Binding Effect.............................................................................    44
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                          <C>
     5.06     Financial Statements; No Material Adverse Effect...........................................    45
     5.07     Litigation.................................................................................    45
     5.08     No Default.................................................................................    46
     5.09     Ownership of Property; Liens...............................................................    46
     5.10     Environmental Compliance...................................................................    46
     5.11     Insurance..................................................................................    46
     5.12     Taxes......................................................................................    46
     5.13     ERISA Compliance...........................................................................    46
     5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.............    47
     5.15     Disclosure.................................................................................    47
     5.16     Compliance with Laws.......................................................................    48
     5.17     Solvent....................................................................................    48
     5.18     Tax Shelter Regulations....................................................................    48

ARTICLE VI.   AFFIRMATIVE COVENANTS
     6.01     Financial Statements.......................................................................    48
     6.02     Certificates; Other Information............................................................    50
     6.03     Notices....................................................................................    51
     6.04     Payment of Obligations.....................................................................    51
     6.05     Preservation of Existence, Etc.............................................................    52
     6.06     Maintenance of Properties..................................................................    52
     6.07     Maintenance of Insurance...................................................................    52
     6.08     Compliance with Laws.......................................................................    52
     6.09     Books and Records..........................................................................    52
     6.10     Inspection Rights..........................................................................    53
     6.11     Use of Proceeds............................................................................    53

ARTICLE VII.  NEGATIVE COVENANTS
     7.01     Liens......................................................................................    53
     7.02     Guarantees.................................................................................    54
     7.03     Mergers, Consolidations and Sales of Assets................................................    55
     7.04     Change in Nature of Business...............................................................    55
     7.05     Transactions with Affiliates...............................................................    56
     7.06     Burdensome Agreements......................................................................    56
     7.07     Use of Proceeds............................................................................    56
     7.08     Interest Coverage Ratio....................................................................    56
     7.09     Debt to Capitalization Ratio...............................................................    56
     7.10     ERISA......................................................................................    56
     7.11     Accounting Changes.........................................................................    56
     7.12     Speculative Hedges.........................................................................    57

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
     8.01     Events of Default..........................................................................    57
     8.02     Remedies Upon Event of Default.............................................................    59
     8.03     Application of Funds.......................................................................    59
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                          <C>
ARTICLE IX.   ADMINISTRATIVE AGENT
     9.01     Appointment and Authorization of Administrative Agent......................................    60
     9.02     Delegation of Duties.......................................................................    61
     9.03     Liability of Administrative Agent..........................................................    61
     9.04     Reliance by Administrative Agent...........................................................    61
     9.05     Notice of Default..........................................................................    62
     9.06     Credit Decision; Disclosure of Information by Administrative Agent.........................    62
     9.07     Indemnification of Administrative Agent....................................................    63
     9.08     Administrative Agent in its Individual Capacity............................................    63
     9.09     Successor Administrative Agent.............................................................    64
     9.10     Administrative Agent May File Proofs of Claim..............................................    64
     9.11     Other Agents; Arrangers and Managers.......................................................    65

ARTICLE X.    MISCELLANEOUS
     10.01    Amendments, Etc............................................................................    65
     10.02    Notices and Other Communications; Facsimile Copies.........................................    66
     10.03    No Waiver; Cumulative Remedies.............................................................    68
     10.04    Attorney Costs, Expenses and Taxes.........................................................    68
     10.05    Indemnification by the Borrower............................................................    68
     10.06    Payments Set Aside.........................................................................    70
     10.07    Successors and Assigns.....................................................................    71
     10.08    Confidentiality............................................................................    74
     10.09    Set-off....................................................................................    75
     10.10    Interest Rate Limitation...................................................................    75
     10.11    Counterparts...............................................................................    75
     10.12    Integration................................................................................    75
     10.13    Survival of Representations and Warranties.................................................    76
     10.14    Severability...............................................................................    76
     10.15    Tax Forms..................................................................................    76
     10.16    Replacement of Lenders.....................................................................    78
     10.17    Governing Law..............................................................................    78
     10.18    Waiver of Right to Trial by Jury...........................................................    79
     10.19    Entire Agreement...........................................................................    79
</TABLE>

                                       iv
<PAGE>

SCHEDULES

     1.01     Existing Letters of Credit

     2.01     Commitments and Pro Rata Shares

     5.01     Subsidiaries

     5.06     Supplement to Interim Financial Statements

     7.01     Existing Liens

     10.02    Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

              FORM OF

     A        Revolving Loan Notice

     B        Revolving Loan Note

     C        Compliance Certificate

     D        Assignment and Assumption

                                        v
<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of August 8,
2003, among COMMERCIAL METALS COMPANY, a Delaware corporation (the "Borrower"),
each lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent
and an L/C Issuer, COMERICA BANK as an L/C Issuer, THE BANK OF TOKYO-MITSUBISHI,
LTD. and ABN AMRO BANK N.V., as Co-Syndication Agents, MELLON BANK, N.A. and BNP
PARIBAS, as Co-Documentation Agents, BANC OF AMERICA SECURITIES LLC, as Lead
Arranger and Book Manager, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Joint Lead
Arranger.

         The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01     DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account of which the Administrative Agent may from time to time
notify the Borrower and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 5% or more of
the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

         "Agent-Related Persons" means the Administrative Agent, together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the

                                       1
<PAGE>

Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

         "Aggregate Commitments" means the Commitments of all the Lenders.

         "Agreement" means this Credit Agreement.

         "Applicable Law" means (a) in respect of any Person, all provisions of
Laws applicable to such Person, and all orders and decrees of all courts and
determinations of arbitrators applicable to such Person and (b) in respect of
contracts made or performed in the State of Texas, "Applicable Law" shall also
mean the Laws of the United States of America, including, without limiting the
foregoing, 12 USC Sections 85 and 86, as amended to the date hereof and as the
same may be amended at any time and from time to time hereafter, and any other
statute of the United States of America now or at any time hereafter prescribing
the maximum rates of interest on loans and extensions of credit, and the Laws of
the State of Texas.

         "Applicable Rate" means, from time to time, the following percentages
per annum, based upon the Debt Rating as set forth below:

<TABLE>
<CAPTION>
                                    APPLICABLE RATE
---------------------------------------------------------------------------------------
                                                                 EURODOLLAR
                                                                   RATE +
                                                                 -----------      BASE
PRICING         DEBT RATINGS        FACILITY      UTILIZATION    LETTERS OF       RATE
 LEVEL          S&P/MOODY'S           FEE             FEE          CREDIT           +
---------------------------------------------------------------------------------------
<S>           <C>                   <C>           <C>            <C>              <C>
   1           A/A2 or higher         0.170          0.125          0.330         0.500
   2               A-/A3              0.185          0.125          0.440         0.500
   3             BBB+/Baa1            0.225          0.125          0.650         0.500
   4              BBB/Baa2            0.275          0.125          0.725         0.500
   5             BBB-/Baa3            0.325          0.125          0.925         0.500
   6          BB+/Ba1 or lower        0.450          0.125          1.050         0.500
</TABLE>

         "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's of the Borrower's non-credit-enhanced,
senior unsecured long-term debt (collectively, the "Debt Ratings"); provided
that if a Debt Rating is issued by each of the foregoing rating agencies, then
the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing
Level 1 being the highest and the Debt Rating for Pricing Level 6 being the
lowest), unless there is a split in Debt Ratings of more than one level, in
which case the Pricing Level that is one level lower than the Pricing Level of
the higher Debt Rating shall apply. If the Borrower has no Debt Rating from
either S&P or Moody's at the time (and provided that, at such time,

                                       2
<PAGE>

S&P or Moody's (x) exist and (y) continue to issue Debt Ratings in the ordinary
course of business), the Applicable Rate shall be deemed to be in Pricing Level
6.

         Initially, the Applicable Rate shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Section 4.01(a)(viii).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective, in the case of an
upgrade, on the date of such public announcement and ending on the date
immediately preceding the effective date of the next such change and, in the
case of a downgrade, during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective
date of the next such change.

         "Arranger" means Banc of America Securities LLC, in its capacity as
joint lead arranger and joint book manager.

         "Asset Sales" means, on any date, the aggregate consideration received
by the Borrower and its Subsidiaries for the sale or other disposition of
property, plant and equipment (but not including (a) any sale or transfer among
the Borrower and its Domestic Subsidiaries, (b) any impairment charges, as
determined in accordance with GAAP or (c) any sale or other disposition in which
the Net Proceeds thereof are used within 270 days after the receipt thereof to
purchase other property, plant or equipment) from September 1, 2002 through such
date.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit D.

         "Attorney Costs" means and includes all fees, expenses and
disbursements of any Law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended August 31,
2002, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Availability Period" means the period from and including the Closing
Date to the Maturity Date.

         "Bank of America" means Bank of America, N.A. and its successors.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly

                                       3
<PAGE>

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
day specified in the public announcement of such change.

         "Base Rate Loan" means a Revolving Loan that bears interest based on
the Base Rate.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "Capital Lease" means, as of any date, any lease of property, real or
personal, the obligations of the lessee in respect of which are required in
accordance with GAAP to be capitalized on the balance sheet of the lessee.

         "Capital Stock" means, as to any Person, the equity interests in such
Person, including, without limitation, the shares of each class of capital stock
in any Person that is a corporation, each class of partnership interest in any
Person that is a partnership, and each class of membership interest in any
Person that is a limited liability company, and any warrants or options to
purchase or otherwise acquire any such equity interests.

         "Capitalized Rentals" means, for any Person and as of any date of any
determination, the amount at which the aggregate Rentals due and to become due
under all Capital Leases under which such Person is a lessee would be reflected
as a liability on a consolidated balance sheet of such Person.

         "Cash and Cash Equivalents" means (a) cash, (b) marketable obligations
issued or unconditionally guaranteed by the U.S. Government or issued by any of
its agencies and backed by the full faith and credit of the U.S., in each case
maturing within one year from the date of acquisition (and investments in mutual
funds investing primarily in those obligations); (c) short-term investment grade
domestic and eurodollar certificates of deposit or time deposits that are fully
insured by the Federal Deposit Insurance Corporation or are issued by commercial
banks having combined capital, surplus, and undivided profits of not less than
$100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated "P-I" by Moody's; or "A-1" by
S&P, (e) readily marketable tax-free municipal bonds of a domestic issuer rated
"Aaa" by Moody's, or "AAA" by S&P, and maturing within one year from the date of
issuance (and investments in mutual funds investing primarily in those bonds);
and (f) demand deposit accounts maintained in the ordinary course of business.

         "Cash Collateralize" has the meaning specified in Section 2.03(g).

                                       4
<PAGE>

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

         (a)      any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
employee benefit plan of such person or its subsidiaries, and any person or
entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a
person or group shall be deemed to have "beneficial ownership" of all securities
that such person or group has the right to acquire (such right, an "option
right"), whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 50% or more of the Voting Shares of such
Person; or

         (b)      during any period of 12 consecutive calendar months, a
majority of the members of the board of directors or other equivalent governing
body of such Person cease to be composed of individuals (i) who were members of
that board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was
approved by individuals referred to in clause (i) above constituting at the time
of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in clauses (i)
and (ii) above constituting at the time of such election or nomination at least
a majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors).

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986.

         "Commitment" means, as to each Lender, its obligation to (a) make
Revolving Loans to the Borrower pursuant to Section 2.01, and (b) purchase
participations in L/C Obligations, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender's name
on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.

         "Compensation Period" has the meaning specified in Section 2.11(c)(ii).

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit C.

                                       5
<PAGE>

         "Consolidated EBITDA" means Consolidated Net Income plus (a) interest
expense, (b) income taxes, and (c) depreciation and amortization expense, in
each case of the Borrower and its Subsidiaries and computed on a consolidated
basis and in accordance with GAAP.

         "Consolidated Funded Debt" means all Funded Debt of the Borrower and
its consolidated Subsidiaries, determined on a consolidated basis and
eliminating intercompany items.

         "Consolidated Interest Expense" means interest expense of the Borrower
and its consolidated Subsidiaries, computed on a consolidated basis and in
accordance with GAAP.

         "Consolidated Net Income" means, for any period, for the Borrower and
its consolidated Subsidiaries computed on a consolidated basis in accordance
with GAAP, the net income of the Borrower and its Subsidiaries (but excluding
the effect of any extraordinary or other non-recurring gain or loss outside the
ordinary course of business) for that period.

         "Consolidated Net Tangible Assets" means the net book value of all
assets of the Borrower and its consolidated Subsidiaries, excluding any amounts
carried as assets for shares of capital stock held in treasury, debt discount
and expense, goodwill, patents, trademarks and other intangible assets, less all
liabilities of the Borrower and its consolidated Subsidiaries (except Funded
Debt, minority interests in consolidated Subsidiaries, deferred taxes and
general contingency reserves of the Borrower and its consolidated Subsidiaries),
which in each case would be included on a consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as of the date of determination, all
as determined on a consolidated basis in accordance with GAAP.

         "Consolidated Tangible Assets" means the net book value of all assets
of the Borrower and its consolidated Subsidiaries, excluding any amounts carried
as assets for shares of capital stock held in treasury, debt discount and
expense, goodwill, patents, trademarks and other intangible assets, which would
be included on a consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as of the date of determination, all as determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Tangible Net Worth" means the total shareholders' equity
of the Borrower and its consolidated Subsidiaries, calculated in accordance with
GAAP and reflected on the most recent balance sheet of the Borrower, minus
Intangible Assets.

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

         "Control" has the meaning specified in the definition of "Affiliate".

         "Credit Extension" means each of the following: (a) a Revolving
Borrowing and (b) an L/C Credit Extension.

         "Debt Rating" has the meaning set forth in the definition of
"Applicable Rate".

                                       6
<PAGE>

         "Debt to Capitalization Ratio" means, as of any date of determination,
for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Debt as of such date to (b) Total Capitalization as of such
date.

         "Debtor Relief Laws" means 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" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Revolving Loan plus 2% per annum,
in each case to the fullest extent permitted by Applicable Laws.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Revolving Loans or participations in L/C Obligations required to
be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute, or (c) has been deemed insolvent or become the subject of
a bankruptcy or insolvency proceeding.

         "Dividends", in respect of any Person, means cash dividends or any
other distributions of property, or otherwise, on, or in respect of, any class
of Capital Stock of such Person (other than dividends or other distributions
payable solely in common stock of such Person or options, warrants or other
rights to purchase common stock of such Person).

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

         "Eligible Assignee" has the meaning specified in Section 10.07(g).

         "Environmental Laws" means any and all federal, state, local, and
foreign statutes, Laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any of its Subsidiaries directly
or indirectly resulting from or based upon

                                       7
<PAGE>

(a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Eurocurrency Liabilities" has the meaning specified in Section
3.04(c).

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

         (a)      the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of the
Telerate screen (or any successor thereto) that displays an average British
Bankers Association Interest Settlement Rate for deposits in Dollars (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or

         (b)      if the rate referenced in the preceding clause (a) does not
appear on such page or service or such page or service shall not be available,
the rate per annum equal to the rate determined by the Administrative Agent to
be the offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent
to such

                                       8
<PAGE>

Interest Period, determined as of approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, or

         (c)      if the rates referenced in the preceding clauses (a) and (b)
are not available, the rate per annum determined by the Administrative Agent as
the rate of interest 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 Rate 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 4:00 p.m. (London time) two Business Days
prior to the first day of such Interest Period.

         "Eurodollar Rate Loan" means a Revolving Loan that bears interest at a
rate based on the Eurodollar Rate.

         "Event of Default" has the meaning specified in Section 8.01.

         "Existing Credit Agreements" means, collectively, that certain (a)
3-Year Revolving Credit Agreement dated as of August 15, 2001 among the
Borrower, HSBC Bank USA, as administrative agent, and a syndicate of lenders, as
amended, and (b) Amended and Restated 364-Day Revolving Credit Agreement dated
as of August 8, 2002, among the Borrower, HSBC Bank USA, as administrative
agent, and a syndicate of lenders, as amended.

         "Existing Letters of Credit" means those Letters of Credit set forth on
Schedule 1.01 hereof.

         "Facility Fee" has the meaning specified in Section 2.08(a).

         "Federal Funds Rate" means, 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 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 shall 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 transactions as determined by the Administrative Agent.

         "Fee Letter" means the letter agreement, dated as of July 1, 2003,
among the Borrower, the Administrative Agent and the Arranger.

         "Foreign Lender" has the meaning specified in Section 10.15(a)(i).

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

                                       9
<PAGE>

         "Funded Debt" of any Person means, as of the date of determination and
without duplication (a) all Indebtedness of such Person for borrowed money or
which has been incurred in connection with the acquisition of plant, property
and equipment, (b) all Capitalized Rentals of such Person, and (c) all
Guaranties by such Person of Funded Debt of others; provided, however, at such
time, if any, that Receivables Facility Attributed Indebtedness of such Person
is classified as Indebtedness for borrowed money to be disclosed on a financial
statement of such Person pursuant to GAAP, such amount of Receivables Facility
Attributed Indebtedness shall, without duplication, be included as Funded Debt
of such Person.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas,

                                       10
<PAGE>

infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

         "Highest Lawful Rate" means at the particular time in question the
maximum rate of interest which, under Applicable Law, any Lender is then
permitted to charge on the Obligations. If the maximum rate of interest which,
under Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date hereof, the Highest Lawful Rate shall be automatically
increased or decreased, as the case may be, from time to time as of the
effective time of each change in the Highest Lawful Rate without notice to the
Borrower. For purposes of determining the Highest Lawful Rate under Applicable
Law, on each day, if any, that Chapter 303 of the Texas Finance Code, as
amended, establishes the Highest Lawful Rate, such rate shall be the weekly
ceiling computed in accordance with Section 303.003 of the Texas Finance Code,
as amended, for that day.

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

         (a)      all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;

         (b)      all direct or contingent obligations of such Person arising
under letters of credit (including standby and commercial), bankers'
acceptances, bank guaranties, surety bonds and similar instruments;

         (c)      net obligations of such Person under any Swap Contract;

         (d)      all obligations of such Person to pay the deferred purchase
price of property or services (other than trade accounts payable in the ordinary
course of business);

         (e)      indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or
not such indebtedness shall have been assumed by such Person or is limited in
recourse;

         (f)      Capital Leases and Synthetic Lease Obligations;

         (g)      obligations in respect of Redeemable Stock of such Person;

         (h)      Receivables Facility Attributed Indebtedness; and

         (i)      all Guarantees of such Person in respect of any of the
foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company or similar limited
liability entity) in which such Person is a general partner or a joint venturer
and for whose Indebtedness such Person is directly or indirectly liable, unless
such

                                       11
<PAGE>

Indebtedness is expressly made non-recourse to such Person. The amount of any
net obligation under any Swap Contract on any date shall be deemed to be the
Swap Termination Value thereof as of such date. The amount of any Capital Lease
or Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

         "Indemnified Liabilities" has the meaning set forth in Section 10.05.

         "Indemnitees" has the meaning set forth in Section 10.05.

         "Intangible Assets" means as of the date of any determination thereof
the total amount of all goodwill, patents, trade names, trade marks, copyrights,
franchises, experimental expense, organizational expense, unamortized debt
discount and expense, deferred assets (other than prepaid insurance, prepaid
taxes, and supplies, spare parts, and other Tangible Assets which are treated as
deferred assets on the books of the Borrower), the excess of cost of shares
acquired over book value of related assets , and such other assets of the
Borrower and its consolidated Subsidiaries as are properly classified as
"Intangible Assets" in accordance with GAAP.

         "Interest Coverage Ratio" means, as of the end of each fiscal quarter,
the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in
each case for the then-most recently concluded period of four consecutive fiscal
quarters.

         "Interest Payment Date" means, (a) as to any Revolving Loan other than
a Base Rate Loan, the last day of each Interest Period applicable to such
Revolving Loan and the Maturity Date; provided, however, that if any Interest
Period for a Eurodollar Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last
Business Day of each March, June, September and December and the Maturity Date.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Revolving Loan Notice;
provided that:

         (i)      any Interest Period that would otherwise end on a day that is
not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;

         (ii)     any Interest Period that begins on the last 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
Business Day of the calendar month at the end of such Interest Period; and

         (iii)    no Interest Period shall extend beyond the Maturity Date.

         "IRS" means the United States Internal Revenue Service.

                                       12
<PAGE>

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of Law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means Bank of America, Comerica Bank and up to two (2)
additional Lenders approved by the Borrower and Administrative Agent (such
approval not to be unreasonably withheld or delayed), provided that no Lender
may be required to be an L/C Issuer without such Lender's consent in such
Lender's sole discretion, in their respective capacities as issuers of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes each L/C Issuer.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder and
shall include the Existing Letters of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by any L/C Issuer.

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

                                       13
<PAGE>

         "Letter of Credit Sublimit" means an amount equal to $25,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

         "License" means any license, certificate of authority, permit,
franchise or other authorization which is required to be obtained from any
Governmental Authority in connection with the operation, ownership or
transaction of insurance business.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect
as any of the foregoing).

         "Loan Documents" means this Agreement, each Revolving Loan Note, the
Fee Letter, and all other documents executed and delivered by the Borrower to
the Administrative Agent or any Lender in connection herewith.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities,
condition (financial or otherwise) or prospects of the Borrower or the Borrower
and its Subsidiaries taken as a whole or as to any Material Subsidiary; (b) a
material impairment of the ability of the Borrower or any Material Subsidiary to
perform under any Loan Document; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Borrower of any
Loan Document.

         "Material Domestic Subsidiary" means any Material Subsidiary organized
under the laws of the United States, any State of the United States or the
District of Columbia.

         "Material Property" means any facility (together with the land on which
it is erected and fixtures comprising a part thereof) used primarily for
manufacturing, processing, research, warehousing or distribution, owned or
leased by the Borrower or a Subsidiary of the Borrower and (a) having a net book
value in excess of 2% of Consolidated Net Tangible Assets, other than any such
facility or portion thereof which is a pollution control facility financed by
state or local government obligations or is not of material importance to the
total business conducted or assets owned by the Borrower and its Subsidiaries as
an entirety, or (b) acquired with net proceeds from a sale and leaseback
transaction and which is irrevocably designated by the Borrower as a Material
Property, which designation shall be made in writing to the Administrative
Agent.

         "Material Subsidiary" means any Subsidiary of the Borrower that owns or
leases a Material Property or owns or controls Capital Stock which under
ordinary circumstances has the voting power to elect a majority of the Board of
Directors (or similar governing body) of a Material Subsidiary.

         "Maturity Date" means the earliest of (a) August 8, 2006 or (b) the
date of termination of the Aggregate Commitments pursuant to Section 2.05, and
(c) the date of termination of the commitment of each Lender to make Loans and
of the obligation of any L/C Issuer to make L/C Credit Extensions pursuant to
Section 8.02.

                                       14
<PAGE>

         "Maximum Asset Sales" means, on any date, the sum of (a) 25% of
Consolidated Tangible Assets as of August 31, 2002, (b) all purchases and other
acquisitions of plant, property and equipment from September 1, 2002 through
such date, and (c) the amount (if any) by which the Aggregate Commitments on the
Closing Date exceeds the Aggregate Commitments on such date.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Net Proceeds" means the aggregate cash proceeds received by any Person
in respect of a sale or other disposition of property by such Person (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any such disposition), net of direct costs
relating to such disposition, including, without limitation, legal, accounting
and investment banking fees, and sales commissions as a result thereof, taxes
paid or payable as a result thereof, in each case, after taking into account any
available tax credits or deductions or tax sharing arrangements with respect to
such disposition, and amounts required to be applied to the repayment of
Indebtedness or other liabilities, secured by a Lien on the property or
properties that were the subject of such disposition, or required to be paid as
a result of such disposition, and any reserve for adjustment in respect of the
sale price of such property or properties established in accordance with GAAP.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising under any Loan
Document or otherwise with respect to any Revolving Loan or Letter of Credit,
whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against the
Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

                                       15
<PAGE>

         "Outstanding Amount" means (i) with respect to Revolving Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to
any Revolving Borrowings and prepayments or repayments of Revolving Loans
occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to any
L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements of outstanding unpaid drawings under any Letters of Credit
or any reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.

         "Participant" has the meaning specified in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Liens" has the meaning specified in Section 7.01.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans and the
obligation of any L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

         "Receivables Facility Attributed Indebtedness" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase
transaction.

                                       16
<PAGE>

         "Redeemable Stock" means any Capital Stock of the Borrower or any of
its Subsidiaries which prior to September 7, 2006 is or may be (a) mandatorily
redeemable, (b) redeemable at the option of the holder thereof or (c)
convertible into Indebtedness.

         "Register" has the meaning set forth in Section 10.07(c).

         "Rentals" means and includes as of the date of any determination
thereof all fixed payments (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
property) payable by the Borrower or a Material Subsidiary, as lessee or
sublessee under a lease of real or personal property, but shall be exclusive of
any amounts required to be paid by the Borrower or a Material Subsidiary
(whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Credit Extension" means (a) with respect to a Revolving
Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan
Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit
Application.

         "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans and the obligation of any L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, Lenders holding in the
aggregate more than 50% of the Total Outstandings (with the aggregate amount of
each Lender's risk participation and funded participation in L/C Obligations
being deemed "held" by such Lender for purposes of this definition); provided
that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer, controller or assistant secretary of the
Borrower which shall be designated in writing by name and title by the Borrower.
Any document delivered hereunder that is signed by a Responsible Officer of the
Borrower shall be conclusively presumed to have been authorized by all necessary
corporate action on the part of the Borrower and such Responsible Officer shall
be conclusively presumed to have acted on behalf of the Borrower.

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

         "Revolving Loan" has the meaning specified in Section 2.01.

                                       17
<PAGE>

         "Revolving Loan Note" means a promissory note made by the Borrower in
favor of a Lender evidencing Revolving Loans made by such Lender, substantially
in the form of Exhibit B.

         "Revolving Loan Notice" means a notice of (a) a Revolving Borrowing,
(b) a conversion of Revolving Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.

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

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Securitizing Subsidiaries" has the meaning specified in Section
7.03(c).

         "Solvent" means, with respect to any Person, as of any date of
determination, that the fair value of the assets of such Person (at fair
valuation) is, on the date of determination, greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such Person
as of such date, that the present fair saleable value of the assets of such
Person will, as of such date, be greater than the amount that will be required
to pay the probable liability of such Person on its debts as such debts become
absolute and matured, and that, as of such date, such Person will be able to pay
all liabilities of such Person as such liabilities mature and such Person does
not have unreasonably small capital with which to carry on its business. In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability discounted to present value
at rates believed to be reasonable by such Person.

         "Stock Redemptions", in respect of any Person, means any and all funds,
cash or other payments made in respect of the redemption, repurchase or
acquisition of such Capital Stock (specifically including, without limitation, a
treasury stock purchase), unless such Capital Stock shall be redeemed or
acquired through the exchange of such Capital Stock with Capital Stock of the
same class or options or warrants to purchase such Capital Stock.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the Voting Shares are at the time beneficially owned, or the management of
which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index

                                       18
<PAGE>

transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which
are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a
"Master Agreement"), including any such obligations or liabilities under any
Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after (a) taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts and (b) giving effect to the
actual value of the underlying transactions to which such Swap Contracts relate,
for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s).

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Tangible Assets" means as of the date of any determination thereof the
total amount of all assets of the Borrower and its consolidated Subsidiaries
(less depreciation, depletion and other properly deductible valuation reserves)
after deducting Intangible Assets.

         "Total Capitalization" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the sum of (a)
Consolidated Tangible Net Worth as of such date and (b) Consolidated Funded Debt
as of such date.

         "Total Outstandings" means the aggregate Outstanding Amount of all
Revolving Loans and all L/C Obligations.

         "Type" means, with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "UCC" means the Uniform Commercial Code of Texas or, where applicable
to specific Collateral, any other relevant state.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

                                       19
<PAGE>

         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" has the meaning set forth in Section 2.03(c)(i).

         "Utilization Fee" has the meaning specified in Section 2.08(b).

         "Voting Shares" of any Person means any class or classes of Capital
Stock having ordinary voting power for the election of directors or other
governing body of such Person, other than Capital Stock having such power only
by reason of the happening of a contingency.

         1.02     OTHER INTERPRETIVE PROVISIONS. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

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

                  (i)      The words "herein," "hereto," "hereof" and
         "hereunder" and words of similar import when used in any Loan Document
         shall refer to such Loan Document as a whole and not to any particular
         provision thereof.

                  (ii)     Article, Section, Exhibit and Schedule references are
         to the Loan Document in which such reference appears.

                  (iii)    The term "including" is by way of example and not
         limitation.

                  (iv)     The term "documents" includes any and all
         instruments, documents, agreements, certificates, notices, reports,
         financial statements and other writings, however evidenced, whether in
         physical or electronic form.

         (b)      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."

         (c)      Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         1.03     ACCOUNTING TERMS.

         (a)      All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with GAAP applied on
a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.

                                       20
<PAGE>

         (b)      If at any time any change in GAAP or any change in accounting
treatment or practices required or permitted by any Governmental Authority, as
applicable, would affect the computation of any financial ratio or requirement
set forth in any Loan Document, and either the Borrower or the Required Lenders
shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP or required by any
Governmental Authority, as applicable (subject to the approval of the Required
Lenders); provided that, until so amended, (i) such ratio or requirement shall
continue to be computed in accordance with GAAP prior to such change therein and
(ii) the Borrower shall provide to the Administrative Agent and the Lenders
financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to
such change in GAAP or required by any Governmental Authority, as applicable.

         1.04     ROUNDING. Any financial ratios required to be maintained by
the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05     REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including
the Loan Documents) and other contractual instruments shall be deemed to include
all subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Law shall include all statutory
and regulatory provisions and rulings consolidating, amending, replacing,
supplementing or interpreting such Law.

         1.06     TIMES OF DAY. Unless otherwise specified, all references
herein to times of day shall be references to Central time (daylight or
standard, as applicable).

         1.07     LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all
references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Letter of Credit Application therefor, whether or not such maximum face amount
is in effect at such time.

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01     REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided,

                                       21
<PAGE>

however, that after giving effect to any Revolving Borrowing, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's Pro
Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed
such Lender's Commitment. Within the limits of each Lender's Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01, prepay under Section 2.04, and reborrow under this Section
2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.

         2.02     REVOLVING BORROWINGS, CONVERSIONS AND CONTINUATIONS OF
REVOLVING LOANS.

         (a)      Each Revolving Borrowing, each conversion of Revolving Loans
from one Type to the other, and each continuation of Eurodollar Rate Loans shall
be made upon the Borrower's irrevocable notice to the Administrative Agent,
which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m.

                  (i)      three Business Days prior to the requested date of
         any Revolving Borrowing of, conversion to or continuation of Eurodollar
         Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
         Loans, and

                  (ii)     one Business Day prior to the requested date of any
         Revolving Borrowing of Base Rate Loans.

Each telephonic notice by the Borrower pursuant to this Section 2.02(b) must be
confirmed promptly by delivery to the Administrative Agent of a written
Revolving Loan Notice, appropriately completed and signed by two Responsible
Officers of the Borrower. Each Revolving Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as
provided in Section 2.03(c), each Revolving Borrowing of or conversion to Base
Rate Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof. Each Revolving Loan Notice (whether telephonic or
written) shall specify

                  (i)      whether the Borrower is requesting a Revolving
         Borrowing, a conversion of Revolving Loans from one Type to the other,
         or a continuation of Eurodollar Rate Loans,

                  (ii)     the requested date of the Revolving Borrowing,
         conversion or continuation, as the case may be (which shall be a
         Business Day),

                  (iii)    the principal amount of Revolving Loans to be
         borrowed, converted or continued,

                  (iv)     the Type of Revolving Loans to be borrowed or to
         which existing Revolving Loans are to be converted, and

                  (v)      if applicable, the duration of the Interest Period
         with respect thereto.

                                       22
<PAGE>

If the Borrower fails to specify a Type of Revolving Loan in a Revolving Loan
Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Revolving Loans shall be made as, or
converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans
shall be effective as of the last day of the Interest Period then in effect with
respect to the applicable Eurodollar Rate Loans. If the Borrower requests a
Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any such Revolving Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month.

         (b)      Following receipt of a Revolving Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its Pro
Rata Share of the applicable Revolving Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection. In the case of a Revolving
Borrowing, each Lender shall make the amount of its Revolving Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Revolving Borrowing is the initial
Credit Extension, Section 4.01), the Administrative Agent shall make all funds
so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Revolving Loan Notice with respect to such
Revolving Borrowing is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Revolving Borrowing shall be applied to
the payment in full of any such L/C Borrowings.

         (c)      Except as otherwise provided herein, a Eurodollar Rate Loan
may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of a Default, no Revolving Loans
may be requested as, converted to or continued as Eurodollar Rate Loans without
the consent of the Required Lenders.

         (d)      The Administrative Agent shall promptly notify the Borrower
and the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. The
determination of the Eurodollar Rate by the Administrative Agent shall be
conclusive in the absence of manifest error. At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

         (e)      After giving effect to all Revolving Borrowings, all
conversions of Revolving Loans from one Type to the other, and all continuations
of Revolving Loans as the same Type, there shall not be more than ten Interest
Periods in effect with respect to Revolving Loans.

                                       23
<PAGE>

         2.03     LETTERS OF CREDIT.

         (a)      The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein,
         (A) any L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.03, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit for the account
         of the Borrower or certain Subsidiaries, and to amend or renew Letters
         of Credit previously issued by it, in accordance with subsection (b)
         below, and (2) to honor drafts under the Letters of Credit; and (B) the
         Lenders severally agree to participate in Letters of Credit issued for
         the account of the Borrower; provided that no L/C Issuer shall be
         obligated to make any L/C Credit Extension with respect to any Letter
         of Credit, and no Lender shall be obligated to participate in any
         Letter of Credit if as of the date of such L/C Credit Extension, (x)
         the Total Outstandings would exceed the Aggregate Commitments, (y) the
         aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
         such Lender's Pro Rata Share of the Outstanding Amount of all L/C
         Obligations, would exceed such Lender's Commitment, or (z) the
         Outstanding Amount of the L/C Obligations would exceed the Letter of
         Credit Sublimit. Within the foregoing limits, and subject to the terms
         and conditions hereof, the Borrower's ability to obtain Letters of
         Credit shall be fully revolving, and accordingly the Borrower may,
         during the foregoing period, obtain Letters of Credit to replace
         Letters of Credit that have expired or that have been drawn upon and
         reimbursed. All Existing Letters of Credit shall be deemed to have been
         issued pursuant hereto, and from and after the Closing Date shall be
         subject to and governed by the terms and conditions hereof.

                  (ii)     No L/C Issuer shall issue any Letter of Credit if:

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

                           (B)      subject to Section 2.03(b)(iii), the expiry
                  date of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the Required Lenders have approved such expiry date;

                                       24
<PAGE>

                           (C)      the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

                           (D)      the issuance of such Letter of Credit would
                  violate one or more policies of such L/C Issuer; or

                           (E)      such Letter of Credit is in an initial
                  amount less than $10,000, in the case of a commercial Letter
                  of Credit, or $10,000, in the case of a standby Letter of
                  Credit, or is to be denominated in a currency other than
                  Dollars.

                  (iii)    No L/C Issuer shall amend any Letter of Credit if (A)
         such L/C Issuer would have no obligation at such time to issue such
         Letter of Credit in its amended form under the terms hereof, or (B) the
         beneficiary of such Letter of Credit does not accept the proposed
         amendment to such Letter of Credit.

         (b)      Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.

                  (i)      Each Letter of Credit shall be issued or amended, as
         the case may be, upon the request of the Borrower delivered to the
         relevant L/C Issuer (with a copy to the Administrative Agent) in the
         form of a Letter of Credit Application, appropriately completed and
         signed by a Responsible Officer of the Borrower. Such Letter of Credit
         Application must be received by relevant L/C Issuer and the
         Administrative Agent not later than 11:00 a.m. at least two Business
         Days (or such later date and time as the relevant L/C Issuer may agree
         in a particular instance in its 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
         relevant L/C Issuer: (A) the proposed issuance date of the requested
         Letter of Credit (which shall be a Business Day); (B) the amount
         thereof; (C) the expiry date thereof; (D) the name and address of the
         beneficiary thereof; (E) the documents to be presented by such
         beneficiary in case of any drawing thereunder; (F) the full text of any
         certificate to be presented by such beneficiary in case of any drawing
         thereunder; and (G) such other matters as the relevant L/C Issuer may
         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 relevant L/C Issuer (A) the Letter of
         Credit to be amended; (B) the proposed date of amendment thereof (which
         shall be a Business Day); (C) the nature of the proposed amendment; and
         (D) such other matters as the relevant L/C Issuer may require.

                  (ii)     Promptly after receipt of any Letter of Credit
         Application, the relevant L/C Issuer 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 Borrower and, if not, the relevant L/C Issuer will
         provide the Administrative Agent with a copy thereof. Upon receipt by
         the relevant L/C Issuer of confirmation from the

                                       25
<PAGE>

         Administrative Agent that the requested issuance or amendment is
         permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, the relevant L/C Issuer shall, on the
         requested date, issue a Letter of Credit for the account of the
         Borrower or enter into the applicable amendment, as the case may be, in
         each case in accordance with such L/C Issuer's usual and customary
         business practices. Immediately upon the issuance of each Letter of
         Credit, each Lender shall be deemed to, and hereby irrevocably and
         unconditionally agrees to, purchase from such L/C Issuer a risk
         participation in such Letter of Credit in an amount equal to the
         product of such Lender's Pro Rata Share times the amount of such Letter
         of Credit.

                  (iii)    If the Borrower so requests in any applicable Letter
         of Credit Application, the relevant L/C Issuer may, in its sole and
         absolute discretion, agree to issue a Letter of Credit that has
         automatic renewal provisions (each, an "Auto-Renewal Letter of
         Credit"); provided that any such Auto-Renewal Letter of Credit must
         permit the L/C Issuer to prevent any such renewal at least once in each
         twelve-month period (commencing with the date of issuance of such
         Letter of Credit) by giving prior notice to the beneficiary thereof not
         later than a day (the "Nonrenewal Notice Date") in each such
         twelve-month period to be agreed upon at the time such Letter of Credit
         is issued. Unless otherwise directed by the relevant L/C Issuer, the
         Borrower shall not be required to make a specific request to the L/C
         Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has
         been issued, the Lenders shall be deemed to have authorized (but may
         not require) the relevant L/C Issuer to permit the renewal of such
         Letter of Credit at any time to an expiry date not later than the
         Letter of Credit Expiration Date; provided, however, that such L/C
         Issuer shall not permit any such renewal if (A) the L/C Issuer has
         determined that it would have no obligation at such time to issue such
         Letter of Credit in its renewed form under the terms hereof (by reason
         of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has
         received notice (which may be by telephone or in writing) on or before
         the day that is five Business Days before the Nonrenewal Notice Date
         (1) from the Administrative Agent that the Required Lenders have
         elected not to permit such renewal or (2) from the Administrative
         Agent, any Lender or the Borrower that one or more of the applicable
         conditions specified in Section 4.02 is not then satisfied.

                  (iv)     Promptly after its delivery of any Letter of Credit
         or any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the relevant L/C Issuer will
         also deliver to the Borrower and the Administrative Agent a true and
         complete copy of such Letter of Credit or amendment.

                  (v)      No later than 10 Business Days following the last day
         of each calendar month, each L/C Issuer shall provide to the
         Administrative Agent (and the Administrative Agent shall provide a copy
         to each Lender requesting the same) and the Borrower separate schedules
         for standby Letters of Credit and commercial Letters of Credit issued
         by it, in form and substance reasonably satisfactory to the
         Administrative Agent, setting forth the aggregate L/C Obligations
         outstanding at the end of each month and any information requested by
         the Borrower or the Administrative Agent relating thereto.

                                       26
<PAGE>

         (c)      Drawings and Reimbursements; Funding of Participations.

                  (i)      Upon receipt from the beneficiary of any Letter of
         Credit of any notice of a drawing under such Letter of Credit, the
         relevant L/C Issuer shall notify the Borrower and the Administrative
         Agent thereof. Not later than 11:00 a.m. on the date of any payment by
         any L/C Issuer under a Letter of Credit (each such date, an "Honor
         Date"), the Borrower shall reimburse such L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing.
         If the Borrower fails to so reimburse such L/C Issuer by such time, the
         Administrative Agent shall promptly notify each Lender of the Honor
         Date, the amount of the unreimbursed drawing (the "Unreimbursed
         Amount"), and the amount of such Lender's Pro Rata Share thereof. In
         such event, the Borrower shall be deemed to have requested a Revolving
         Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
         amount equal to the Unreimbursed Amount, without regard to the minimum
         and multiples specified in Section 2.02 for the principal amount of
         Base Rate Loans, but subject to the amount of the unutilized portion of
         the Aggregate Commitments and the conditions set forth in Section 4.02
         (other than the delivery of a Revolving Loan Notice). Any notice given
         by an L/C Issuer or the Administrative Agent pursuant to this Section
         2.03(c)(i) may be given by telephone if immediately confirmed in
         writing; provided that the lack of such an immediate confirmation shall
         not affect the conclusiveness or binding effect of such notice.

                  (ii)     Each Lender (including any Lender acting as an L/C
         Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds
         available to the Administrative Agent for the account of such L/C
         Issuer at the Administrative Agent's Office in an amount equal to its
         Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on
         the Business Day specified in such notice by the Administrative Agent,
         whereupon, subject to the provisions of Section 2.03(c)(iii), each
         Lender that so makes funds available shall be deemed to have made a
         Base Rate Loan to the Borrower in such amount. The Administrative Agent
         shall remit the funds so received to the relevant L/C Issuer.

                  (iii)    With respect to any Unreimbursed Amount that is not
         fully refinanced by a Revolving Borrowing of Base Rate Loans because
         the conditions set forth in Section 4.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
         Amount that is not so refinanced, which L/C Borrowing shall be due and
         payable on demand (together with interest) and shall bear interest at
         the Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of such L/C Issuer pursuant to
         Section 2.03(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.03.

                  (iv)     Until each Lender funds its Revolving Loan or L/C
         Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C
         Issuer for any amount drawn under any

                                       27
<PAGE>

         Letter of Credit, interest in respect of such Lender's Pro Rata Share
         of such amount shall be solely for the account of such L/C Issuer.

                  (v)      Each Lender's obligation to make Revolving Loans or
         L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters
         of Credit, as contemplated by this Section 2.03(c), 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 Lender may have against such L/C Issuer, the Borrower
         or any other Person for any reason whatsoever; (B) the occurrence or
         continuance of a Default, or (C) any other occurrence, event or
         condition, whether or not similar to any of the foregoing, including
         whether or not the conditions set forth in Section 4.02 shall have been
         satisfied. No such making of an L/C Advance shall relieve or otherwise
         impair the obligation of the Borrower to reimburse an L/C Issuer for
         the amount of any payment made by such L/C Issuer under any Letter of
         Credit, together with interest as provided herein.

                  (vi)     If any Lender fails to make available to the
         Administrative Agent for the account of an L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
         such L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to such L/C Issuer
         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect. A certificate of an L/C Issuer submitted to any Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this clause (vi) shall be conclusive absent manifest error.

         (d)      Repayment of Participations.

                  (i)      At any time after an L/C Issuer has made a payment
         under any Letter of Credit and has received from any Lender such
         Lender's L/C Advance in respect of such payment in accordance with
         Section 2.03(c), if the Administrative Agent receives for the account
         of an L/C Issuer any payment in respect of the related Unreimbursed
         Amount or interest thereon (whether directly from the Borrower or
         otherwise, including proceeds of Cash Collateral applied thereto by the
         Administrative Agent), the Administrative Agent will distribute to such
         Lender its Pro Rata Share thereof (appropriately adjusted, in the case
         of interest payments, to reflect the period of time during which such
         Lender's L/C Advance was outstanding) in the same funds as those
         received by the Administrative Agent.

                  (ii)     If any payment received by the Administrative Agent
         for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 10.06 (including pursuant to any settlement entered into by an
         L/C Issuer in its discretion), each Lender shall pay to the
         Administrative Agent for the account of such L/C Issuer its Pro Rata
         Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such

                                       28
<PAGE>

         amount is returned by such Lender, at a rate per annum equal to the
         Federal Funds Rate from time to time in effect.

         (e)      Obligations Absolute. The obligation of the Borrower to
reimburse an L/C Issuer for each drawing under each Letter of Credit issued by
such L/C Issuer and to repay each L/C Borrowing in respect of such Letter of
Credit shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

                  (i)      any lack of validity or enforceability of such Letter
         of Credit, this Agreement, or any other agreement or instrument
         relating thereto;

                  (ii)     the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower 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), an L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii)    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;

                  (iv)     any payment by an L/C Issuer 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 an L/C Issuer 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

                  (v)      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 Borrower.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify such L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against an L/C Issuer and its
correspondents unless such notice is given as aforesaid.

         (f)      Role of L/C Issuer. Each Lender and the Borrower agree that,
in paying any drawing under a Letter of Credit, no L/C Issuer shall have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter

                                       29
<PAGE>

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 L/C Issuers, any Agent-Related Person nor any of the
respective correspondents, participants or assignees of an L/C Issuer shall be
liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the 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
Letter of Credit Application. The Borrower hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Borrower's pursuing such rights and remedies as it
may have against the beneficiary or transferee at Law or under any other
agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the
respective correspondents, participants or assignees of an L/C Issuer, shall be
liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against an L/C Issuer,
and an L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by such L/C
Issuer's willful misconduct or gross negligence or such L/C Issuer'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, any L/C Issuer 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 no L/C Issuer shall 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.

         (g)      Cash Collateral. Upon the request of the Administrative Agent,
(i) if any L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, (a) any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn or (b) any amount
remains available to be drawn under any Letter of Credit by reason of the
operation of Section 3.14 of the "International Standby Practices" published by
the Institute of International Banking Law and Practice (or such later version
thereof as may be in effect at the time of issuance), the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). For purposes hereof, "Cash Collateralize" means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of such L/C Issuer
and the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and such L/C Issuer (which documents are hereby consented
to by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the
relevant L/C Issuer and the Lenders, a security interest in all such cash,
deposit accounts and all balances

                                       30
<PAGE>

therein and all proceeds of the foregoing. Cash collateral shall be maintained
in blocked, non-interest bearing deposit accounts at Bank of America.

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

         (i)      Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share a Letter of Credit fee for each Letter of Credit equal to the
Applicable Rate times the daily maximum amount available to be drawn under such
Letter of Credit (whether or not such maximum amount is then in effect under
such Letter of Credit). Such letter of credit fees shall be computed on a
quarterly basis in arrears. Such letter of credit fees shall be due and payable
on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. If there is any change in the Applicable Rate during any quarter, the
daily maximum amount of each Letter of Credit shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

         (j)      Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. The Borrower shall pay directly to the relevant L/C Issuer for its
own account a fronting fee with respect to each Letter of Credit equal to the
greater of $250.00 or (i) 1/8 of 1% per annum times the daily maximum amount
available to be drawn under such standby Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit) computed on a
quarterly basis in arrears, and shall be payable on the first Business Day after
the end of each of March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date, and thereafter on demand, and (ii) 1/8 of 1%
times the daily maximum amount available to be drawn under such commercial
Letter of Credit computed on the date of issuance. In addition, the Borrower
shall pay directly to the relevant L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, of such L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees are due and payable on demand and are nonrefundable. Notwithstanding
anything contained in this provision to the contrary, the Borrower shall not be
required to pay a new fronting fee on an Existing Letter of Credit that is
deemed to be issued under this Agreement for the period prior to the Closing
Date.

         (k)      Conflict with Letter of Credit Application. In the event of
any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

                                       31
<PAGE>

         2.04     PREPAYMENTS.

         (a)      The Borrower may, upon notice to the Administrative Agent, at
any time or from time to time voluntarily prepay Revolving Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than 11:00 a.m. (A) three Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business
Day prior to the date of prepayment of Base Rate Loans; (ii) any prepayment of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender's Pro Rata Share of such prepayment. If such notice
is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving
Loans of the Lenders in accordance with their respective Pro Rata Shares.

         (b)      If for any reason the Total Outstandings at any time exceed
the Aggregate Commitments then in effect, the Borrower shall immediately prepay
Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided, however, that the Borrower shall not be
required to Cash Collateralize the L/C Obligations pursuant to this Section
2.04(b) unless after the prepayment in full of the Revolving Loans the Total
Outstandings exceed the Aggregate Commitments then in effect.

         2.05     TERMINATION OR REDUCTION OF COMMITMENTS.

         (a)      The Borrower may, upon notice to the Administrative Agent,
terminate the Aggregate Commitments, or from time to time permanently reduce the
Aggregate Commitments; provided that (i) any such notice shall be received by
the Administrative Agent not later than 11:00 a.m. five Business Days prior to
the date of termination or reduction, (ii) any such partial reduction shall be
in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in
excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and
(iv) if, after giving effect to any reduction of the Aggregate Commitments, the
Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such
Letter of Credit Sublimit shall be automatically reduced by the amount of such
excess.

         (b)      If, on the last day of any fiscal quarter of the Borrower,
Asset Sales exceed Maximum Asset Sales, the Aggregate Commitments shall be
reduced by the amount of such excess on a date no later than the date the
Compliance Certificate for such fiscal quarter is required to be delivered
pursuant to Section 6.02(a).

                                       32
<PAGE>

         (c)      The Administrative Agent will promptly notify the Lenders of
any such notice of termination or reduction of the Aggregate Commitments. Any
reduction of the Aggregate Commitments shall be applied to the Commitment of
each Lender according to its Pro Rata Share. Once reduced in accordance with
this Section 2.05, the Aggregate Commitments may not be increased. All Facility
and Utilization Fees accrued until the effective date of any termination of the
Aggregate Commitments shall be paid on the effective date of such termination.

         2.06     REPAYMENT. The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Revolving Loans outstanding on
such date. The Borrower shall also pay all other outstanding Obligations on the
Maturity Date.

         2.07     INTEREST.

         (a)      Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate, but in no event in
excess of the Highest Lawful Rate; and (ii) each Base Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable
Revolving Borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate, but in no event in excess of the Highest Lawful Rate.

         (b)      If any amount payable by the Borrower under any Loan Document
is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, such amount shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Furthermore,
upon the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.
Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

         (c)      Interest on each Revolving Loan shall be due and payable in
arrears on each Interest Payment Date applicable thereto and at such other times
as may be specified herein. Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.

         2.08     FEES. In addition to certain fees described in subsections (i)
and (j) of Section 2.03:

         (a)      Facility Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
facility fee ("Facility Fee") equal to the Applicable Rate times the actual
daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have
terminated, on the Outstanding Amount of all Revolving Loans and L/C
Obligations), regardless of usage. The Facility Fee shall accrue at all times
during the

                                       33
<PAGE>

Availability Period (and thereafter so long as any Revolving Loans or L/C
Obligations remain outstanding), including at any time (on and subsequent to the
Closing Date) during which one or more of the conditions in Article IV is not
met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing with the first such date
to occur after the Closing Date, and on the Maturity Date (and, if applicable,
thereafter on demand). The Facility Fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.

         (b)      Utilization Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
utilization fee ("Utilization Fee") equal to the Applicable Rate times the Total
Outstandings on each day that the Total Outstandings exceed 33% of the actual
daily amount of the Aggregate Commitments. The Utilization Fee shall be due and
payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The Utilization Fee shall be calculated
quarterly in arrears and if there is any change in the Applicable Rate during
any quarter, the daily amount shall be computed and multiplied by the Applicable
Rate for each period during which such Applicable Rate was in effect. The
Utilization Fee shall accrue at all times (on and subsequent to the Closing
Date), including at any time during which one or more of the conditions in
Article IV is not met.

         (c)      Other Fees.

                  (i)      The Borrower shall pay to the Arranger and the
         Administrative Agent for their own respective accounts fees in the
         amounts and at the times specified in the Fee Letter. Such fees shall
         be fully earned when paid and shall not be refundable for any reason
         whatsoever.

                  (ii)     The Borrower shall pay to the Lenders such fees as
         shall have been separately agreed upon in writing in the amounts and at
         the times so specified. Such fees shall be fully earned when paid and
         shall not be refundable for any reason whatsoever.

         2.09     COMPUTATION OF INTEREST AND FEES. All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. Subject to Section 10.10, all other computations of
fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year). Interest shall accrue on each
Revolving Loan for the day on which the Revolving Loan is made, and shall not
accrue on a Revolving Loan, or any portion thereof, for the day on which the
Revolving Loan or such portion is paid, provided that any Revolving Loan that is
repaid on the same day on which it is made shall, subject to Section 2.11(a),
bear interest for one day.

                                       34
<PAGE>

         2.10     EVIDENCE OF DEBT.

         (a)      The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Revolving Loan Note
which shall evidence such Lender's Loans in addition to such accounts or
records. Each Lender may attach schedules to its Revolving Loan Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.

         (b)      In addition to the accounts and records referred to in
subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit. In the event of
any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error.

         2.11     PAYMENTS GENERALLY.

         (a)      All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m. on
the date specified herein. The Administrative Agent will promptly distribute to
each Lender its Pro Rata Share (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent after 2:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.

         (b)      If any payment to be made by the Borrower shall come due on a
day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.

         (c)      Unless the Borrower or any Lender has notified the
Administrative Agent, prior to the date any payment is required to be made by it
to the Administrative Agent hereunder, that the Borrower or such Lender, as the
case may be, will not make such payment, the Administrative

                                       35
<PAGE>

Agent may assume that the Borrower or such Lender, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled thereto.
If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:

                  (i)      if the Borrower failed to make such payment, each
         Lender shall forthwith on demand repay to the Administrative Agent the
         portion of such assumed payment that was made available to such Lender
         in immediately available funds, together with interest thereon in
         respect of each day from and including the date such amount was made
         available by the Administrative Agent to such Lender to the date such
         amount is repaid to the Administrative Agent in immediately available
         funds at the Federal Funds Rate from time to time in effect; and

                  (ii)     if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to the Administrative Agent the
         amount thereof in immediately available funds, together with interest
         thereon for the period from the date such amount was made available by
         the Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Revolving Loan included
         in the applicable Revolving Borrowing. If such Lender does not pay such
         amount forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Revolving Borrowing. Nothing herein shall be deemed to relieve any
         Lender from its obligation to fulfill its Commitment or to prejudice
         any rights which the Administrative Agent or the Borrower may have
         against any Lender as a result of any default by such Lender hereunder.

         A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

         (d)      If any Lender makes available to the Administrative Agent
funds for any Revolving Loan to be made by such Lender as provided in the
foregoing provisions of this Article II, and such funds are not made available
to the Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived
in accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.

         (e)      The obligations of the Lenders hereunder to make Revolving
Loans and to fund participations in Letters of Credit are several and not joint.
The failure of any Lender to make any Revolving Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender

                                       36
<PAGE>

shall be responsible for the failure of any other Lender to so make its
Revolving Loan or purchase its participation.

         (f)      Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Revolving Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Revolving Loan in any particular place or manner.

         2.12     SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Revolving Loans made
by it or the participations in L/C Obligations held by it, any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Revolving Loans made by them and/or such subparticipations in the
participations in L/C Obligations held by them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such Revolving Loans or such participations, as the case may be, pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered, without
further interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by Law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     TAXES.

         (a)      Any and all payments by the Borrower to or for the account of
the Administrative Agent or any Lender under any Loan Document shall be made
free and clear of and without

                                       37
<PAGE>

deduction for any and all present or future taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of the Administrative
Agent and each Lender, taxes imposed on or measured by its overall net income,
and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), each of the Administrative Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

         (b)      In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c)      If the Borrower shall be required to deduct or pay any Taxes
or Other Taxes from or in respect of any sum payable under any Loan Document to
the Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         (d)      The Borrower agrees to indemnify the Administrative Agent and
each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by the Administrative Agent and such Lender, (ii)
amounts payable under Section 3.01(c) and (iii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
Payment under this subsection (d) shall be made within 30 days after the date
the Lender or the Administrative Agent makes a demand therefor.

         3.02     ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable

                                       38
<PAGE>

Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, then, on notice thereof
by such Lender to the Borrower through the Administrative Agent, any obligation
of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate
Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

         3.03     INABILITY TO DETERMINE RATES. If the Required Lenders
determine that for any reason adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such
Revolving Loan, the Administrative Agent will promptly so notify the Borrower
and each Lender. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon
the instruction of the Required Lenders) revokes such notice. Upon receipt of
such notice, the Borrower may revoke any pending request for a Revolving
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing
that, will be deemed to have converted such request into a request for a
Revolving Borrowing of Base Rate Loans in the amount specified therein.

         3.04     INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES
ON EURODOLLAR RATE LOANS.

         (a)      If any Lender determines that as a result of the introduction
of or any change in or in the interpretation of any Law, or such Lender's
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as
the case may be) issuing or participating in Letters of Credit, or a reduction
in the amount received or receivable by such Lender in connection with any of
the foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by Section 3.04(c)), then from time to time upon
demand of such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction.

                                       39
<PAGE>

         (b)      If any Lender determines that the introduction of any Law
regarding capital adequacy or any change therein or in the interpretation
thereof, or compliance by such Lender (or its Lending Office) therewith, has the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of such Lender's
obligations hereunder (taking into consideration its policies with respect to
capital adequacy and such Lender's desired return on capital), then from time to
time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction.

         (c)      The Borrower 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 Rate Loan equal to the actual costs of such reserves
allocated to such Revolving 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 Revolving Loan,
provided the Borrower shall have received at least 15 days' prior notice (with a
copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give notice 15 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 15 days from receipt of
such notice.

         3.05     FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, setting forth in reasonable detail the
amount payable to such Lender, the Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense incurred
by it as a result of:

         (a)      any continuation, conversion, payment or prepayment of any
Revolving Loan other than a Base Rate Loan on a day other than the last day of
the Interest Period for such Revolving Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise);

         (b)      any failure by the Borrower (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Revolving Loan other than a Base Rate Loan on the date or in the amount
notified by the Borrower; or

         (c)      any assignment of a Eurodollar Rate Loan on a day other than
the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.16;

including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Revolving Loan or from fees payable to
terminate the deposits from which such funds were obtained. The Borrower shall
also pay any customary administrative fees charged by such Lender in connection
with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Revolving Loan by a
matching deposit or other Revolving

                                       40
<PAGE>

Borrowing in the London interbank eurodollar market for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

         3.06     MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a)      A certificate of the Administrative Agent or any Lender
claiming compensation under this Article III and setting forth in reasonable
detail the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error. In determining such amount, the
Administrative Agent or such Lender may use any reasonable averaging and
attribution methods.

         (b)      Upon any Lender's making a claim for compensation under
Section 3.01 or 3.04, the Borrower may replace such Lender in accordance with
Section 10.16.

         3.07     LIMITATION ON COMPENSATION. Notwithstanding anything to the
contrary in this Article 3, the Borrower shall not be required to compensate the
Administrative Agent or any Lender (as applicable) under Section 3.01 for Taxes
or Other Taxes, under Section 3.04(a) for any increased cost or reduction
described therein, under Section 3.04(b) for any reduction described therein, or
under Section 3.05 for any loss, cost or expense described therein, if such
Taxes, Other Taxes, increased cost, reduction, loss, cost or expense, as
applicable, shall have been incurred more than 270 days prior to the date that
the Administrative Agent or such Lender (as applicable) delivers the demand
described in the applicable Section; provided, however, to the extent that any
such costs are imposed retroactively, the Administrative Agent and the Lenders
shall be entitled to recover such costs from the date such costs were
retroactively imposed, provided that a request for reimbursement of such costs
is provided to the Borrower within 270 days of the Administrative Agent and the
Lenders becoming aware of such retroactive costs.

         3.08     SURVIVAL. All of the Borrower's obligations under this Article
III shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01     CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent in form and substance satisfactory to the
Administrative Agent:

         (a)      The Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Borrower, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and its legal counsel:

                  (i)      executed counterparts of this Agreement, sufficient
         in number for distribution to the Administrative Agent, each Lender and
         the Borrower;

                                       41
<PAGE>

                  (ii)     a Revolving Loan Note executed by the Borrower in
         favor of each Lender requesting a Revolving Loan Note;

                  (iii)    such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of Responsible
         Officers of the Borrower as the Administrative Agent may require
         evidencing the identity, authority and capacity of each such
         Responsible Officer authorized to act as a Responsible Officer in
         connection with this Agreement and the other Loan Documents to which
         the Borrower is a party;

                  (iv)     such documents and certifications as the
         Administrative Agent may reasonably require to evidence that the
         Borrower is duly organized or formed, and that the Borrower and each
         Material Subsidiary is validly existing and in good standing in its
         state of incorporation and/or domicile;

                  (v)      a favorable opinion of counsel to the Borrower,
         addressed to the Administrative Agent and each Lender, as to matters
         concerning the Borrower and the Loan Documents as the Required Lenders
         may reasonably request;

                  (vi)     a favorable opinion of David M. Sudbury, Esq.,
         in-counsel to the Borrower, addressed to the Administrative Agent and
         each Lender, as to matters concerning the Borrower and the Loan
         Documents as the Required Lenders may reasonably request;

                  (vii)    a certificate of a Responsible Officer of the
         Borrower either (A) attaching copies of all consents, licenses and
         approvals required in connection with the execution, delivery and
         performance by the Borrower and the validity against the Borrower of
         the Loan Documents to which it is a party, and such consents, licenses
         and approvals shall be in full force and effect, or (B) stating that no
         such consents, licenses or approvals are so required;

                  (viii)   a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Section
         4.02(a) have been satisfied, and (B) that there has been no event or
         circumstance since the date of the Audited Financial Statements that
         has had or would be reasonably expected to have, either individually or
         in the aggregate, a Material Adverse Effect; and (C) the current Debt
         Ratings;

                  (ix)     evidence that the Existing Credit Agreements have
         been or concurrently with the Closing Date will be terminated and that
         obligations under the Existing Credit Agreements have been or,
         concurrently with the Closing Date will be satisfied; and

                  (x)      such other assurances, certificates, documents,
         consents or opinions as the Administrative Agent, the L/C Issuers or
         the Required Lenders reasonably may require.

         (b)      Any fees required to be paid on or before the Closing Date
shall have been paid.

                                       42
<PAGE>

         (c)      Unless waived by the Administrative Agent, the Borrower shall
have paid all Attorney Costs of the Administrative Agent to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of Attorney Costs
as shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

         (d)      The Closing Date shall have occurred on or before August 8,
2003.

         4.02     CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each
Lender to honor any Request for Credit Extension (other than a Revolving Loan
Notice requesting only a conversion of Revolving Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:

         (a)      The representations and warranties of the Borrower contained
in Article V or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date, and
except that for purposes of this Section 4.02, (i) the representations and
warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01, (ii) the representations and warranties
contained in subsection (c) of Section 5.06 shall not be deemed to be made for
purposes of this Section 4.02. and (iii) the representations and warranties
contained in Section 5.07(a) shall not be deemed to be made for purposes of this
Section 4.02 for any Credit Extension.

         (b)      No Default shall exist, or would result from such proposed
Credit Extension.

         (c)      The Administrative Agent and, if applicable the L/C Issuers,
shall have received a Request for Credit Extension in accordance with the
requirements hereof.

         (d)      The representations and warranties contained in Section
5.07(a) were true and correct on the Closing Date.

         Each Request for Credit Extension (other than a Revolving Loan Notice
requesting only a conversion of Revolving Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

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<PAGE>

         5.01     SUBSIDIARIES. Each of the Borrower's Subsidiaries as of the
Closing Date is set forth on Schedule 5.01, along with its jurisdiction of
formation and the percentage of its Voting Shares owned by the Borrower and/or
its Subsidiaries. Each of the Borrower and its Subsidiaries has good and
marketable title to all of the shares or interests it purports to own of the
Capital Stock of each Subsidiary (or each other Subsidiary, as applicable), free
and clear in each case of any Lien, other than Permitted Liens. All such shares
or interests have been duly issued and are fully paid and non-assessable.

         5.02     EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
of the Borrower and its Material Subsidiaries (a) is duly organized or formed,
validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i)
own its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so would not reasonably be expected to
have a Material Adverse Effect.

         5.03     AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Borrower of each Loan Document to which it is party, have
been duly authorized by all necessary corporate or other organizational action,
and do not and will not (a) contravene the terms of any of the Borrower's
Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, (i) any Contractual
Obligation to which the Borrower is a party or (ii) any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which the
Borrower or its property is subject; or (c) violate any Law except, in the case
of the preceding clause (b), to the extent that any such conflict, breach,
contravention or creation would not reasonably be expected to have a Material
Adverse Effect.

         5.04     GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, the Borrower of this Agreement or any other Loan Document.

         5.05     BINDING EFFECT. This Agreement has been, and each other Loan
Document to which the Borrower is a party, when delivered hereunder, will have
been, duly executed and delivered by the Borrower. This Agreement constitutes,
and each other Loan Document to which the Borrower is a party when so delivered
will constitute, a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as
enforceability may be limited by Debtor Relief Laws.

                                       44
<PAGE>

         5.06     FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Borrower and its consolidated Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Borrower and
its consolidated Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Indebtedness.

         (b)      The unaudited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries dated May 31, 2003, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for the
fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the
Borrower and its consolidated Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments. Schedule 5.06 sets forth all material indebtedness and other
material liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries in excess of $25,000,000 in the aggregate not reflected on the May
31, 2003 financial statements referred to above, incurred after the date of such
financial statements but prior to the Closing Date, including liabilities for
material commitments and Indebtedness in excess of $25,000,000 in the aggregate.

         (c)      Since the date of the Audited Financial Statements, there has
been no event or circumstance, either individually or in the aggregate, that has
had or would reasonably be expected to have a Material Adverse Effect.

         5.07     LITIGATION.

         (a)      Except as set forth in (i) the Borrower's form 10K for the
period ended August 31, 2002 filed with the SEC, and (ii) the Borrower's form
10Q for each of the periods ending November 30, 2002, February 28, 2003 and May
31, 2003 filed with the SEC there are no proceedings, claims or disputes pending
or, to the actual knowledge of the Borrower, threatened or contemplated, at Law,
in equity, in arbitration or before any Governmental Authority, by or against
the Borrower or any of its Material Subsidiaries or against any of their
respective properties or revenues that individually or in the aggregate, if
determined adversely, would reasonably be expected to have a Material Adverse
Effect.

         (b)      There are no proceedings, claims or disputes pending or, to
the actual knowledge of the Borrower, threatened or contemplated, at Law, in
equity, in arbitration or before any Governmental Authority, by or against the
Borrower or any of its Material Subsidiaries or against any of their respective
properties or revenues that purport to pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby.

                                       45
<PAGE>

         5.08     NO DEFAULT. Neither the Borrower nor any Material Subsidiary
is in default under or with respect to any Contractual Obligation that would,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. No Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.

         5.09     OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Material Subsidiaries has good record and indefeasible title to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Borrower and its Material Subsidiaries is
subject to no Liens, other than Permitted Liens.

         5.10     ENVIRONMENTAL COMPLIANCE. The Borrower and its Material
Subsidiaries have complied with all Environmental Laws except for any
Environmental Liability as a result of any non-compliance therewith which would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         5.11     INSURANCE. The properties of the Borrower and its Material
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such deductibles
and covering such risks as are customarily carried by companies of similar size
engaged in similar businesses and owning similar properties in localities where
the Borrower or the applicable Subsidiary operates, except to the extent failure
to maintain any such insurance would not reasonably be expect to result in a
Material Adverse Effect.

         5.12     TAXES. The Borrower and its Material Subsidiaries have filed
all Federal, state and other material tax returns and reports required to be
filed, and have paid all Federal, state and other material taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with GAAP.
There is no proposed tax assessment against the Borrower or any Material
Subsidiary that would, if made, have a Material Adverse Effect. The Federal
income tax liabilities of the Borrower and its Subsidiaries have been determined
by the Internal Revenue Service and paid for all fiscal years up to and
including the fiscal year ended August 31, 1999.

         5.13     ERISA COMPLIANCE.

         (a)      Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required

                                       46
<PAGE>

contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (b)      There are no pending or, to the best knowledge of the
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would be reasonably be expected to have
a Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has resulted
or would reasonably be expected to result in a Material Adverse Effect.

         (c)      (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability which has
resulted or which would reasonably be expected to have a Material Adverse
Effect; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section
4007 of ERISA) which has resulted or which would reasonably be expected to have
a Material Adverse Effect; (iv) neither the Borrower nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan which has resulted or which would reasonably be expected to
have a Material Adverse Effect; and (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA which has resulted or which would reasonably be expected to
have a Material Adverse Effect.

         5.14     MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.

         (a)      The Borrower is not engaged and will not engage, principally
in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock. Following the application of the proceeds
of each Revolving Borrowing or drawing under each Letter of Credit, not more
than 25% of the value of the assets (either of the Borrower only or of the
Borrower and its Subsidiaries on a consolidated basis) subject to the provisions
of Section 7.01 or Section 7.03 or subject to any restriction contained in any
agreement or instrument between the Borrower and any Lender or any Affiliate of
any Lender relating to Indebtedness and within the scope of Section 8.01(e) will
be margin stock.

         (b)      None of the Borrower, any Person Controlling the Borrower, or
any Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

         5.15     DISCLOSURE. The Borrower has disclosed to the Administrative
Agent and the Lenders all agreements, instruments and corporate or other
restrictions actually known to the

                                       47
<PAGE>

Borrower to which it or any of its Subsidiaries is subject, and all other
matters actually known to it, that would reasonably be expected to result in a
Material Adverse Effect. No report, financial statement, certificate or other
information furnished in writing by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other written information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that, with respect to projected
financial information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

         5.16     COMPLIANCE WITH LAWS. Each of the Borrower and its Material
Subsidiaries is in compliance in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its properties, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

         5.17     SOLVENT. The Borrower is, and the Borrower and its
Subsidiaries are on a consolidated basis, Solvent.

         5.18     TAX SHELTER REGULATIONS. The Borrower does not intend to treat
the Revolving Borrowings and/or Letters of Credit and related transactions as
being a "reportable transaction" (within the meaning of Treasury Regulation
Section 1.6011-4). In the event the Borrower determines to take any action
inconsistent with such intention, it will promptly notify the Administrative
Agent thereof. The Borrower acknowledges that one or more of the Lenders may
treat its Revolving Loans as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will
maintain the lists and other records required by such Treasury Regulation.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any
Revolving Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
or any Letter of Credit shall remain outstanding, the Borrower shall, and shall
(except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and
6.11) cause each Material Subsidiary to:

         6.01     FINANCIAL STATEMENTS. Deliver to the Administrative Agent with
sufficient copies for each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

         (a)      as soon as available and in any event within 100 days after
the close of each fiscal year of the Borrower, copies of:

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<PAGE>

                  (i)      consolidated and consolidating (by business segment)
         balance sheets of the Borrower and its consolidated Subsidiaries as of
         the close of such fiscal year;

                  (ii)     consolidated and consolidating (by business segment)
         statements of income and retained earnings of the Borrower and its
         consolidated Subsidiaries for such fiscal year; and

                  (iii)    consolidated statements of cash flows of the Borrower
         and its consolidated Subsidiaries for such fiscal year,

in each case setting forth in comparative form the consolidated figures for the
preceding fiscal year, and the Borrower further agrees to provide with such
financial statements information (by business segment) as to the amount charged
to amortization and depreciation expense, interest expense, rental expense and
capital spending for such fiscal year and the unamortized balance of goodwill as
of the end of such fiscal year, all in reasonable detail and accompanied by an
unqualified opinion thereon of a firm of independent public accountants of
recognized national standing selected by the Borrower to the effect that the
consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Borrower and its consolidated
Subsidiaries as of the end of the fiscal year being reported on and the
consolidated results of the operations and cash flows for said year in
conformity with GAAP, without expressing a doubt as to the ability of the
Borrower to continue as a going concern or like qualification or exception or
any qualification or exception as to the scope of such audit, and that the
examination of such accountants in connection with such financial statements has
been conducted in accordance with generally accepted auditing standards and
included such tests of the accounting records and such other auditing procedures
as said accountants deemed necessary in the circumstances;

         (b)      as soon as available and in any event within 50 days after the
end of each quarterly fiscal period (except the last) of each fiscal year,
copies of:

                  (i)      consolidated and consolidating (by business segment)
         balance sheets of the Borrower and its consolidated Subsidiaries as of
         the close of such quarterly fiscal period, setting forth in comparative
         form the consolidated figures for the corresponding period of the
         preceding fiscal year;

                  (ii)     consolidated and consolidating (by business segment)
         statements of income of the Borrower and its consolidated Subsidiaries
         for the portion of the fiscal year ending with such quarterly fiscal
         period, in each case setting forth in comparative form the consolidated
         figures for the corresponding periods of the preceding fiscal year; and

                  (iii)    consolidated statements of cash flows of the Borrower
         and its consolidated Subsidiaries for the portion of the fiscal year
         ending with such quarterly fiscal period, setting forth in comparative
         form the consolidated figures for the corresponding period of the
         preceding fiscal year,

                                       49
<PAGE>

all in reasonable detail and certified as complete and correct by an authorized
financial officer of the Borrower and the Borrower further agrees to provide
with such financial statements information (by business segment) as to the
amount charged to amortization and depreciation expense, interest expense,
rental expense and net capital spending, in each case for the periods indicated
above and the unamortized balance of goodwill as at the end of the periods
indicated above.

As to any information contained in materials furnished pursuant to Section
6.02(c), the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in subsections (a) and (b) above at the times specified
therein.

         6.02     CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

         (a)      concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate
signed by a Responsible Officer of the Borrower;

         (b)      promptly after any request by the Administrative Agent or any
Lender, copies of any detailed audit reports of the Borrower by independent
accountants in connection with the accounts or books of the Borrower or any
Subsidiary, or any audit of any of them;

         (c)      promptly after the same are available, copies of each (i)
annual report, proxy or financial statement or, at the Administrative Agent's
request, copies of each other report or communication sent to the stockholders
of the Borrower, and copies of all annual, regular, periodic and special reports
(including Forms 10K, 10Q and 8K) and registration statements which the Borrower
may file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto and (ii) without duplication, copies of
any certifications or affidavits required by the SEC in connection with the
filing of Forms 10K, 10Q and 8K;

         (d)      promptly after the Borrower has notified the Administrative
Agent of any intention by the Borrower to treat the Loans and/or Letters of
Credit and related transactions as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS
Form 8886 or any successor form; and

         (e)      promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.

         Documents required to be delivered pursuant to Section 6.01(a) or (b)
or Section 6.02(c) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the

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<PAGE>

Borrower's website on the Internet at the website address listed on Schedule
10.02; or (ii) on which such documents are posted on the Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent for any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Administrative Agent and each Lender
of the posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the Compliance Certificates required by
Section 6.02(a) to the Administrative Agent and each of the Lenders. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

         6.03     NOTICES. Promptly notify the Administrative Agent:

         (a)      of the occurrence of any Default;

         (b)      of any matter that has resulted or would reasonably be
expected to result in a Material Adverse Effect, including to the extent any of
the following would reasonably be expected to result in a Material Adverse
Effect, (i) any breach or non-performance of, or any default under, a
Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute,
litigation, investigation, proceeding or suspension between the Borrower or any
Subsidiary and any Governmental Authority; or (iii) the commencement of, or any
material development in, any litigation or proceeding affecting the Borrower or
any Subsidiary, including pursuant to any applicable Environmental Laws;

         (c)      of the occurrence of any ERISA Event; or

         (d)      of any announcement by Moody's or S&P of any change in a Debt
Rating.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.

         6.04     PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall
become due and payable, all its material obligations and liabilities, including
(a) all material tax liabilities, assessments and governmental charges or levies
upon it or its properties or assets, unless the same are being contested in good
faith by appropriate proceedings diligently conducted and

                                       51
<PAGE>

adequate reserves in accordance with GAAP are being maintained by the Borrower
or such Material Subsidiary; (b) all lawful claims which, if unpaid, would by
Law become a Lien upon its property, unless the same are being contested in good
faith by appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by the Borrower or such Material
Subsidiary; and (c) all Indebtedness with a principal obligation of not less
than $10,000,000, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness.

         6.05     PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and
maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.03; (b) take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except to the extent that failure to do so
would not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which would reasonably be expected to
have a Material Adverse Effect.

         6.06     MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect
all of its material properties and equipment used in the operation of its
business in good working order and condition, ordinary wear and tear excepted
and except in connection with transactions permitted by Section 7.04; and (b)
make all necessary repairs thereto and renewals and replacements thereof except
where the failure to do so would not reasonably be expected to have a Material
Adverse Effect.

         6.07     MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.

         6.08     COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, write, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith would not reasonably be expected to have a
Material Adverse Effect.

         6.09     BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP,
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Material Subsidiary,
as the case may be; and (b) maintain such books of record and account in
material conformity with all applicable requirements of any Governmental
Authority having regulatory jurisdiction over the Borrower or such Material
Subsidiary, as the case may be.

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<PAGE>

         6.10     INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent, on behalf of Lenders, to visit and
inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its officers and independent public
accountants, in each case as reasonably necessary, and all at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice (which notice shall include the subject matter of
the proposed inspection, examination or discussion) to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours upon no less than two days advance notice.

         6.11     USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any
Revolving Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
or any Letter of Credit shall remain outstanding:

         7.01     LIENS. The Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following ("Permitted Liens"):

         (a)      Liens for property taxes and assessments or governmental
charges or levies and Liens securing claims or demands of mechanics and
materialmen, if payment thereof is not at the time required by Section 6.04;

         (b)      Liens of or resulting from any judgment or award, the time for
the appeal or petition for rehearing of which shall not have expired, or in
respect of which the Borrower or a Subsidiary shall at any time in good faith be
prosecuting an appeal or proceeding for a review and in respect of which a stay
of execution pending such appeal or proceeding for review shall have been
secured or which are covered by insurance and which are removed within 60 days
after attachment; provided the aggregate amount of such judgments and awards
shall not exceed $10,000,000;

         (c)      Liens incidental to the conduct of business or the ownership
of properties and assets (including Liens in connection with worker's
compensation, unemployment insurance and other like laws, warehousemen's and
attorneys' liens and statutory landlords' liens, but excluding any Lien imposed
by ERISA) and Liens to secure the performance of bids, tenders or trade
contracts, or to secure statutory obligations, surety or appeal bonds or other
Liens of like general nature incurred in the ordinary course of business and not
in connection with the borrowing of

                                       53
<PAGE>

money, if in each case, the obligation secured is not overdue or, if overdue, is
being contested in good faith by appropriate actions or proceedings;

         (d)      Liens securing Indebtedness of a Subsidiary to the Borrower or
to a Material Domestic Subsidiary;

         (e)      Liens existing as of the Closing Date and reflected in
Schedule 7.01 and any extension, renewal or replacement of such liens in
connection with the extension, renewal or refunding of the Indebtedness secured
thereby, provided (i) the principal amount of such Indebtedness is not
increased, other than through the capitalization of accrued interest, and (ii)
such extension, renewal or replacement shall be limited to all or any part of
the same property that secured the Lien extended, renewed or replaced (together
with improvements on such property);

         (f)      Liens incurred after the Closing Date given to secure the
payment of the purchase price incurred in connection with the acquisition,
alteration or improvement of fixed assets useful and intended to be used in
carrying on the business of the Borrower or a Subsidiary (and any renewals or
extensions of any Indebtedness so secured), including Liens existing on such
fixed assets at the time of acquisition thereof or at the time of acquisition by
the Borrower or a Subsidiary of any business entity then owning such fixed
assets, whether or not such existing Liens were given to secure the payment of
the purchase price of the fixed assets to which they attach so long as they were
not incurred, extended or renewed in contemplation of such acquisition, provided
(i) the Lien shall attach solely to the fixed assets acquired, altered or
improved and (ii) at the time of acquisition, alteration or improvement of such
fixed assets, the aggregate amount remaining unpaid on all Indebtedness secured
by Liens on such fixed assets whether or not assumed by the Borrower or a
Subsidiary shall not exceed an amount equal to the lesser of the total cost of
such acquisition, alteration or improvement or fair market value at the time of
acquisition, alteration or improvement of such fixed assets (as determined in
good faith by the Board of Directors of the Borrower);

         (g)      Liens in connection with the securitizations permitted
pursuant to Section 7.03(c) of this Agreement; and

         (h)      Liens on the assets of Huta Zawiercie S.A., a polish joint
stock company, in an amount not to exceed $80,000,000 in the aggregate, provided
that such Liens are non-recourse to the Borrower and its other Subsidiaries.

         (i)      Liens in addition to those permitted by the foregoing clauses
(a) through (h) created after the Closing Date, provided at the time of the
creation of any such Lien and after giving effect thereto and to the application
of the proceeds of any Indebtedness secured thereby, the aggregate amount of all
Indebtedness secured by such Liens does not exceed 15% of Consolidated Tangible
Net Worth.

         7.02     GUARANTEES. The Borrower shall not, nor shall it permit any
Material Subsidiary to, become or be liable in respect of any Guarantee, except
(a) Guarantees of obligations under

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<PAGE>

the Loan Documents; and (b) Guarantees by the Borrower which are limited in
amount to a stated maximum dollar exposure or are issued in respect of
performance bonds issued in the ordinary course of business or which constitute
Guarantees of obligations of the Borrower or any Material Subsidiary or any
Subsidiary in respect of performance bond obligations in compliance with the
provisions of this Agreement.

         7.03     MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.

         (a)      The Borrower shall not, and shall not permit any Material
Subsidiary to, consolidate with or be a party to a merger with any other
corporation; except:

                  (i)      any Material Domestic Subsidiary or any Solvent
         Subsidiary may merge or consolidate with or into the Borrower or any
         Material Domestic Subsidiary, so long as in any merger or consolidation
         involving the Borrower, the Borrower shall be the surviving or
         continuing corporation and any merger or consolidation involving a
         Subsidiary that is not a Material Domestic Subsidiary, the Borrower or
         the Material Domestic Subsidiary shall be the surviving or continuing
         corporation;

                  (ii)     the Borrower may consolidate or merge with any other
         corporation provided (A) the Borrower shall be the surviving or
         continuing corporation, and (B) at the time of such consolidation or
         merger and after giving effect thereto no Default or Event of Default
         shall have occurred and be continuing; and

                  (iii)    any Material Domestic Subsidiary may sell, lease or
         otherwise dispose of all or any substantial part of its assets to the
         Borrower or any Material Domestic Subsidiary.

         (b)      The Borrower shall not, and shall not permit any Material
Subsidiary to, sell all or any substantial part of its assets, except for full,
fair and reasonable consideration.

         (c)      The Borrower shall not, and shall not permit CMC Steel
Fabricators, Inc., d/b/a SMI Joist Co. (Hope, AR), Howell Metals Company, Owen
Electric Steel Company of South Carolina, SMI Steel, Inc., and Structural
Metals, Inc. (collectively, the "Securitizing Subsidiaries") to, sell,
securitize or otherwise transfer or encumber accounts receivable resulting in
funding aggregating more than $160,000,000 at any one time outstanding, except
as the same may be permitted by Section 7.01, 7.03(a)(iii) or 7.03(b).

         (d)      The Borrower shall not permit any Subsidiary other than the
Securitizing Subsidiaries to sell, securitize or otherwise transfer or encumber
accounts receivables, except as the same may be permitted by Section 7.01,
7.03(a)(iii) or 7.03(b).

         7.04     CHANGE IN NATURE OF BUSINESS. The Borrower shall not, and
shall not permit any Subsidiary to, engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.

                                       55
<PAGE>

         7.05     TRANSACTIONS WITH AFFILIATES. The Borrower shall not, and
shall not permit any Material Subsidiary to, enter into or be a party to any
transaction or arrangement with any Affiliate (including the purchase from, sale
to or exchange of property with, or the rendering of any service by or for, any
Affiliate), except in the ordinary course of, and pursuant to the reasonable
requirements of the Borrower's or such Material Subsidiary's business and upon
fair and reasonable terms no less favorable to the Borrower or such Material
Subsidiary than would obtain in a comparable arm's length transaction with a
Person other than an Affiliate; but the Borrower may make charitable
contributions to The Feldman Foundation, a private trust organized under the
laws of Texas and a not-for-profit entity under Section 510(c)(3) of the Code,
in an amount up to 5% of the Borrower's pre-tax profit in any fiscal year.

         7.06     BURDENSOME AGREEMENTS. The Borrower shall not, nor shall it
permit any Material Subsidiary to, enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the ability (i)
of any Material Subsidiary to make Dividends to the Borrower or to otherwise
transfer property to the Borrower, or (ii) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person;
provided, however, that this clause (ii) shall not prohibit any negative pledge
or restriction on transfer incurred or provided in favor of any holder of
Indebtedness solely to the extent any such negative pledge or restriction on
transfer relates to the property financed by or the subject of such
Indebtedness; or (b) requires the grant of a Lien to secure an obligation of
such Person if a Lien is granted to secure another obligation of such Person.

         7.07     USE OF PROCEEDS. The Borrower shall not, nor shall it permit
any Subsidiary to, use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose.

         7.08     INTEREST COVERAGE RATIO. The Borrower shall not permit the
Interest Coverage Ratio to be less than 3.00 to 1.00 at any time.

         7.09     DEBT TO CAPITALIZATION RATIO. The Borrower shall not permit
the Debt to Capitalization Ratio to be greater than 0.55 to 1.00 at any time.

         7.10     ERISA. The Borrower shall not, and shall not suffer or permit
any of its ERISA Affiliates to: (a) engage in a prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or would reasonably be expected to result in a Material Adverse
Effect, (b) engage in a transaction that could be subject to Section 4069 or
4212(c) of ERISA or (c) withdraw from any Multiemployer Plan or permit any Plan
maintained by it to be terminated if such withdrawal or termination could result
in withdrawal liability (as described in Part 1 of Subtitle E of Title IV of
ERISA) or the imposition of a Lien on any property of the Borrower or any
Subsidiary pursuant to Section 4068 of ERISA.

         7.11     ACCOUNTING CHANGES. The Borrower shall not, and shall not
suffer or permit any Material Subsidiary to, make any significant change in
accounting treatment or reporting

                                       56
<PAGE>

practices, except as required or permitted by GAAP or any Governmental
Authority, as applicable, or change the fiscal year of the Borrower or of any
Material Subsidiary.

         7.12     SPECULATIVE HEDGES. The Borrower will not, and will not permit
any Material Subsidiary to, enter into any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest, currency exchange rate or commodity price hedging agreement
except those entered into with the intention to hedge or mitigate risks to which
the Borrower or such Material Subsidiary is exposed in the conduct of its
business or the management of its liabilities.

                                  ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         8.01     EVENTS OF DEFAULT. Any of the following shall constitute an
Event of Default:

         (a)      Non-Payment. The Borrower fails to pay (i) when and as
required to be paid herein, any amount of principal of any Revolving Loan or any
L/C Obligation, or (ii) the earlier of (A) five calendar days or (B) two
Business Days after notice, that the same becomes due, any interest on any
Revolving Loan or on any L/C Obligation, or any Facility Fee, Utilization Fee or
any other fees or amounts due hereunder or under any other Loan Document; or

         (b)      Specific Covenants. The Borrower fails to perform or observe
any term, covenant or agreement contained in any of Section 6.03, 6.05, 6.10, or
6.11 or Article VII; or

         (c)      Other Defaults. The Borrower fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after the earlier of (i) the date upon which a
Responsible Officer knew or reasonably should have known of such failure or (ii)
the date upon which written notice thereof is given to the Borrower by the
Administrative Agent or any Lender; or

         (d)      Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any
material respect when made or deemed made; or

         (e)      Cross-Default. The Borrower or any Material Subsidiary (i)
fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
or Guarantee (other than Indebtedness) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
$10,000,000 and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure,
or (ii) fails to observe or perform any other agreement or condition relating to
any such Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event or condition
occurs, the effect of which default or other event or condition is to cause, or
to permit

                                       57
<PAGE>

the holder or holders of such Indebtedness or the beneficiary or beneficiaries
of such Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or

         (f)      Insolvency Proceedings, Etc. The Borrower or any Material
Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or any Material Subsidiary shall become subject to any
conservation, rehabilitation or liquidation order, directive or mandate issued
by an Governmental Authority; or

         (g)      Inability to Pay Debts; Attachment. (i) The Borrower or any
Material Subsidiary becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, subject to applicable grace
periods, if any, whether at stated maturity or otherwise, or (ii) any writ or
warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not
released, vacated or fully bonded within 60 days after its issue or levy; or

         (h)      Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Borrower or any Subsidiary involving in the aggregate a liability (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $10,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 30 days after
the entry thereof; or

         (i)      ERISA. (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or would reasonably be expected to
result in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $10,000,000,
(ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans
at any time exceeds $10,000,000; or (iii) the Borrower or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of
$10,000,000; or

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<PAGE>

         (j)      Invalidity of Loan Documents. Any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or satisfaction in full of all the Obligations, ceases to be
in full force and effect; or the Borrower or any other Person contests in any
manner the validity or enforceability of any Loan Document; or the Borrower
denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or

         (k)      Change of Control. There occurs any Change of Control with
respect to the Borrower.

         8.02     REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs
and is continuing, the Administrative Agent shall, at the request of, or may,
with the consent of, the Required Lenders, take any or all of the following
actions:

         (a)      declare the commitment of each Lender to make Revolving Loans
and any obligation of an L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be terminated;

         (b)      declare the unpaid principal amount of all outstanding
Revolving Loans, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document to be immediately
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower;

         (c)      require that the Borrower Cash Collateralize the L/C
Obligations (in an amount equal to the then Outstanding Amount thereof); and

         (d)      exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
Law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
an L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

         8.03     APPLICATION OF FUNDS. After the exercise of remedies provided
for in Section 8.02 (or after the Revolving Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

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<PAGE>

         First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Revolving Loans and L/C Borrowings, ratably
among the Lenders in proportion to the respective amounts described in this
clause Third payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Revolving Loans and L/C Borrowings, ratably among the
Lenders in proportion to the respective amounts described in this clause Fourth
held by them;

         Fifth, to the Administrative Agent for the account of the relevant L/C
Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit; and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01     APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

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

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<PAGE>

shall be read into this Agreement or any other Loan Document or otherwise exist
against the Administrative Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" herein and in the other Loan
Documents with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

         (b)      Each L/C Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated
therewith, and such L/C Issuer shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Article IX with respect to any acts
taken or omissions suffered by an L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and
agreements for letters of credit pertaining to such Letters of Credit as fully
as if the term "Administrative Agent" as used in this Article IX and in the
definition of "Agent-Related Person" included each L/C Issuer with respect to
such acts or omissions, and (ii) as additionally provided herein with respect to
an L/C Issuer.

         9.02     DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

         9.03     LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of the Borrower or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower or any Affiliate thereof.

         9.04     RELIANCE BY ADMINISTRATIVE AGENT.

         (a)      The Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent,

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<PAGE>

certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
electronic mail message, statement or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Borrower), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

         (b)      For purposes of determining compliance with the conditions
specified in Section 4.01, 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.

         9.05     NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a "notice of default." The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default as may be directed by the Required
Lenders in accordance with Article VIII; provided, however, that unless and
until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lenders.

         9.06     CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Borrower or any Affiliate thereof, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and

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<PAGE>

creditworthiness of the Borrower and its Subsidiaries, and all applicable bank
or other regulatory Laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to the
Borrower hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and
its Subsidiaries. Except for notices, reports and other documents (a) expressly
required to be furnished to the Lenders by the Administrative Agent herein and
(b) delivered pursuant to Sections 6.01, 6.02 and 6.03, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Borrower or any of its
Affiliates which may come into the possession of any Agent-Related Person.

         9.07     INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it (WHETHER OR NOT ARISING OUT OF
THE NEGLIGENCE OF SUCH AGENT-RELATED PERSON); provided, however, that no Lender
shall be liable for the payment to any Agent-Related Person of any portion of
such Indemnified Liabilities to the extent determined in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Agent-Related Person's own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the
Aggregate Commitments, the payment of all other Obligations and the resignation
of the Administrative Agent. THE FOREGOING INDEMNITY SHALL APPLY TO THE
NEGLIGENCE OF THE AGENT-RELATED PERSON (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE AGENT-RELATED PERSON).

         9.08     ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower and its Affiliates as though Bank of America

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<PAGE>

were not the Administrative Agent or an L/C Issuer hereunder and without notice
to or consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
the Borrower or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Borrower or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America
shall have the same rights and powers under this Agreement as any other Lender
and may exercise such rights and powers as though it were not the Administrative
Agent or an L/C Issuer, and the terms "Lender" and "Lenders" include Bank of
America in its individual capacity.

         9.09     SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as an L/C Issuer. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent shall
be consented to by the Borrower at all times other than during the existence of
an Event of Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to
the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent and an L/C Issuer
and the respective terms "Administrative Agent" and "L/C Issuer" shall mean such
successor administrative agent and Letter of Credit issuer, and the retiring
Administrative Agent's appointment, powers and duties as Administrative Agent
shall be terminated and such retiring L/C Issuer's rights, powers and duties as
such shall be terminated, without any other or further act or deed on the part
of such retiring L/C Issuer or any other Lender, other than the obligation of
the successor L/C Issuer to issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or to make
other arrangements satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of
Credit. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.04 and
10.05 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

         9.10     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
proceeding relative to the Borrower, the Administrative Agent (irrespective of
whether the principal of any Revolving Loan or L/C Obligation shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective
of whether the

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Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise

         (a)      to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Revolving Loans, L/C
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 Sections 2.03(i) and
(j), 2.08 and 10.04) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding 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, 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 Sections 2.08 and 10.04.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations 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.

         9.11     OTHER AGENTS; ARRANGERS AND MANAGERS. None of the Lenders or
other Persons identified on the facing page or signature pages of this Agreement
as a "co-syndication agent," "co-documentation agent," "book manager," "lead
arranger" or "joint lead arranger" shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than, in the case
of such Lenders, those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders or other Persons so identified 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 any of the Lenders or
other Persons so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01    AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower and

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acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall:

         (a)      waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

         (b)      extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.02) without the written consent
of such Lender;

         (c)      postpone any date fixed by this Agreement or any other Loan
Document for any payment or mandatory prepayment of principal, interest, fees or
other amounts due to the Lenders (or any of them) hereunder or under any other
Loan Document without the written consent of each Lender directly affected
thereby;

         (d)      reduce the principal of, or the rate of interest specified
herein on, any Revolving Loan or L/C Borrowing, or (subject to clause (iii)) of
the second proviso to this Section 10.01) any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary to amend the definition of "Default
Rate" or to waive any obligation of the Borrower to pay interest at the Default
Rate;

         (e)      change Section 2.12 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without the written
consent of each Lender; or

         (f)      change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the each L/C Issuer in addition to the Lenders required
above, affect the rights or duties of any L/C Issuer under this Agreement or any
Letter of Credit Application relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document; and (iii) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

         10.02    NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a)      General. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission).

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All such written notices shall be mailed, faxed or delivered to the applicable
address, facsimile number or (subject to subsection (c) below) electronic mail
address, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

                  (i)      if to the Borrower, the Administrative Agent or any
         L/C Issuer, to the address, facsimile number, electronic mail address
         or telephone number specified for such Person on Schedule 10.02 or to
         such other address, facsimile number, electronic mail address or
         telephone number as shall be designated by such party in a notice to
         the other parties; and

                  (ii)     if to any other Lender, to the address, facsimile
         number, electronic mail address or telephone number specified in its
         Administrative Questionnaire or to such other address, facsimile
         number, electronic mail address or telephone number as shall be
         designated by such party in a notice to the Borrower, the
         Administrative Agent and the L/C Issuers.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii)(A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of subsection (c)
below), when delivered; provided, however, that notices and other communications
to the Administrative Agent and the L/C Issuers pursuant to Article II shall not
be effective until actually received by such Person. In no event shall a
voicemail message be effective as a notice, communication or confirmation
hereunder.

         (b)      Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on the
Borrower, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c)      Limited Use of Electronic Mail. Electronic mail and Internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 6.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.

         (d)      Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Revolving Loan Notices) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any

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other form of notice specified herein, or (ii) the terms thereof, as understood
by the recipient, varied from any confirmation thereof. The Borrower shall
indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower. All telephonic notices
to and other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

         10.03    NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or
the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by Law.

         10.04    ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs
and expenses incurred by the Administrative Agent and the Arranger in connection
with the development, preparation, negotiation and execution of this Agreement
and the other Loan Documents and any amendment, waiver, consent or other
modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all reasonable costs and expenses
incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other reasonable out-of-pocket expenses incurred by the
Administrative Agent and the cost of independent public accountants and other
outside experts reasonably retained by the Administrative Agent or, with respect
to clause (b) above, any Lender. All amounts due under this Section 10.04 shall
be payable within ten Business Days after demand therefor, setting forth in
reasonable detail the costs and expenses so incurred. The agreements in this
Section shall survive the termination of the Aggregate Commitments and repayment
of all other Obligations.

         10.05    INDEMNIFICATION BY THE BORROWER.

         (a)      WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE
CONSUMMATED, THE BORROWER SHALL INDEMNIFY AND HOLD HARMLESS EACH AGENT-RELATED
PERSON, EACH LENDER AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, COUNSEL, AGENTS AND ATTORNEYS-IN-FACT (COLLECTIVELY THE
"INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES
AND

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DISBURSEMENTS (INCLUDING ATTORNEY COSTS) OF ANY KIND OR NATURE WHATSOEVER WHICH
MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY SUCH
INDEMNITEE IN ANY WAY RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH (I)
THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE OR ADMINISTRATION OF ANY LOAN
DOCUMENT OR ANY OTHER AGREEMENT (OTHER THAN ADMINISTRATION COSTS, FEES OR
EXPENSES INCURRED IN THE ORDINARY ADMINISTRATION OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS RELATED TO THE INFORMATION POSTINGS, REVOLVING LOAN NOTICES,
PAYMENT NOTICES, BILLING, COLLECTION OF LENDER PAYMENTS AND THE DISTRIBUTION OF
PAYMENTS MADE BY THE BORROWER TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF
LENDERS THAT HAVE BEEN PAID AND ARE CONTEMPLATED BY THE CERTAIN FEE LETTER
BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT DATED AS OF JULY 1, 2003),
LETTER OR INSTRUMENT DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
THEREBY OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, (II) ANY
COMMITMENT, REVOLVING LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS
THEREFROM (INCLUDING ANY REFUSAL BY AN L/C ISSUER TO HONOR A DEMAND FOR PAYMENT
UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH
DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), OR (III)
ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE
FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY (INCLUDING ANY
INVESTIGATION OF, PREPARATION FOR, OR DEFENSE OF ANY PENDING OR THREATENED (IN
WRITING) CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING) AND REGARDLESS OF
WHETHER ANY INDEMNITEE IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE
"INDEMNIFIED LIABILITIES"), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING,
IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; PROVIDED THAT SUCH
INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE (I) TO THE EXTENT THAT
SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS ARE DETERMINED BY A
COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT TO HAVE
RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR
(II) FOR ANY LOSS ASSERTED AGAINST IT BY ANOTHER INDEMNITEE, PROVIDED THAT SUCH
ASSERTED LOSS WAS NOT A RESULT OF BORROWER'S OR ITS SUBSIDIARIES' OWN CONDUCT.
NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF
ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR
INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL
ANY INDEMNITEE HAVE ANY LIABILITY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS
ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH

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(WHETHER BEFORE OR AFTER THE CLOSING DATE). THE FOREGOING INDEMNITY SHALL APPLY
TO THE NEGLIGENCE OF THE INDEMNITEE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE INDEMNITEE). ALL AMOUNTS DUE UNDER THIS SECTION 10.05 SHALL BE
PAYABLE WITHIN TEN BUSINESS DAYS AFTER DEMAND THEREFOR. THE AGREEMENTS IN THIS
SECTION SHALL SURVIVE THE RESIGNATION OF THE ADMINISTRATIVE AGENT, THE
REPLACEMENT OF ANY LENDER, THE TERMINATION OF THE AGGREGATE COMMITMENTS AND THE
REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS.

         (b)      EACH INDEMNITEE AGREES WITH RESPECT TO ANY ACTION AGAINST IT
IN RESPECT OF WHICH INDEMNITY MAY BE SOUGHT UNDER THIS SECTION 10.05, THAT SUCH
INDEMNITEE WILL GIVE WRITTEN NOTICE OF THE COMMENCEMENT OF SUCH ACTION TO THE
BORROWER WITHIN A REASONABLE TIME AFTER SUCH INDEMNITEE IS MADE A PARTY TO SUCH
ACTION. UPON RECEIPT OF ANY SUCH NOTICE BY THE BORROWER, THE BORROWER, UNLESS
SUCH INDEMNITEE SHALL BE ADVISED BY ITS COUNSEL THAT THERE ARE OR MAY BE LEGAL
DEFENSES AVAILABLE TO SUCH INDEMNITEE THAT ARE DIFFERENT FROM, IN ADDITION TO,
OR IN CONFLICT WITH, THE DEFENSES AVAILABLE TO THE BORROWER, MAY PARTICIPATE
WITH THE INDEMNITEE IN THE DEFENSE OF SUCH INDEMNIFIED MATTER; PROVIDED,
HOWEVER, NOTHING PROVIDED HEREIN SHALL (i) ENTITLE THE BORROWER TO ASSUME THE
DEFENSE OF SUCH INDEMNIFIED MATTER OR (ii) REQUIRE THE CONSENT OF THE BORROWER
FOR ANY SETTLEMENT OR ACTION IN RESPECT OF SUCH INDEMNIFIED MATTER, ALTHOUGH
EACH INDEMNITEE AGREES TO CONFER AND CONSULT WITH THE BORROWER BEFORE MAKING ANY
SETTLEMENT OF SUCH INDEMNIFIED MATTER.

         10.06    PAYMENTS SET ASIDE. To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent or any Lender, or the
Administrative Agent or any Lender exercises its right of set-off, and such
payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

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         10.07    SUCCESSORS AND ASSIGNS.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) or (h) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Revolving Loans (including
for purposes of this subsection (b), participations in L/C Obligations) at the
time owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitment and the Revolving
Loans and participations in L/C Obligations owing to it at the time owing to it
or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund (as defined in subsection (g) of this Section) with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Revolving Loans outstanding thereunder and participations in L/C Obligations
owing to it) subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if "Trade Date" is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each
of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Revolving Loans and
participations in L/C Obligations owing to it or the Commitment assigned; (iii)
any assignment of a Commitment must be approved by the Administrative Agent and
each L/C Issuer (each such approval not to be unreasonably withheld or delayed)
unless the Person that is the proposed assignee is itself a Lender (whether or
not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption; and (v) the assignor Lender or Eligible
Assignee shall have paid the Administrative Agent a processing and recordation
fee of $3,500. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such

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Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Revolving Loan Note to the assignee Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.

         (c)      The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Revolving Loans and L/C Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

         (d)      Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations) owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 10.01
that directly affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by Law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.12 as though it were a
Lender.

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         (e)      A Participant shall not be entitled to receive any greater
payment under Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
10.15 as though it were a Lender.

         (f)      Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Revolving Loan Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

         (g)      As used herein, the following terms have the following
meanings:

                  "Eligible Assignee" means (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 each L/C
         Issuer, and (ii) unless an Event of Default has occurred and is
         continuing, the Borrower (each such approval not to be unreasonably
         withheld or delayed); provided that notwithstanding the foregoing,
         "Eligible Assignee" shall not include the Borrower or any of the
         Borrower's Affiliates or Subsidiaries.

                  "Fund" means 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.

                  "Approved Fund" means 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.

         (h)      Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund may create a security interest in all or any portion of
the Revolving Loans owing to it and the Revolving Loan Note, if any, held by it
to the trustee for holders of obligations owed, or securities issued, by such
Fund as security for such obligations or securities, provided that unless and
until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 10.07, (i) no such pledge shall release the pledging
Lender from any of its obligations under the Loan Documents and (ii) such
trustee shall not be entitled to exercise any of the rights of a Lender under
the Loan Documents even though such trustee may have acquired ownership rights
with respect to the pledged interest through foreclosure or otherwise.

         (i)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Revolving Loans
and L/C Obligations owing to it pursuant to subsection (b) above, Bank of
America may, upon 30 days' notice to the Borrower

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and the Lenders, resign as an L/C Issuer. In the event of any such resignation
as an L/C Issuer, the Borrower shall be entitled to appoint from among the
Lenders a successor L/C Issuer hereunder; provided, however, that no failure by
the Borrower to appoint any such successor shall affect the resignation of Bank
of America as an L/C Issuer. If Bank of America resigns as an L/C Issuer, it
shall retain all the rights and obligations of an L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as an L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)).

         10.08    CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service
providers to the Administrative Agent and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, the
Commitments, and the Credit Extensions. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower or any Subsidiary or its business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified in writing at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section 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. Notwithstanding anything to the contrary,
"Information" shall not include, and the Administrative Agent an each Lender may
disclose without limitation of any kind, any information with respect to the
"tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated

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hereby and all materials of any kind (including opinions or other tax analyses)
that are provided to the Administrative Agent or such Lender relating to such
tax treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Advances and transactions
contemplated hereby.

         10.09    SET-OFF. In addition to any rights and remedies of the Lenders
provided by Law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower, any such notice being waived by the Borrower to
the fullest extent permitted by Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the Borrower against any and all Obligations owing to such Lender
hereunder or under any other Loan Document, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured or denominated in a currency
different from that of the applicable deposit or indebtedness. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

         10.10    INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the Highest Lawful Rate. If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Highest Lawful Rate, the excess interest shall be applied to the
principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or
received by the Administrative Agent or a Lender exceeds the Highest Lawful
Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations
hereunder.

         10.11    COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.12    INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the

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joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

         10.13    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Revolving Loan or any other Obligation hereunder
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

         10.14    SEVERABILITY. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15    TAX FORMS.

         (a)

                  (i)      Each Lender that is not a "United States person"
         within the meaning of Section 7701(a)(30) of the Code (a "Foreign
         Lender") shall deliver to the Administrative Agent, prior to receipt of
         any payment subject to withholding under the Code (or upon accepting an
         assignment of an interest herein), two duly signed completed copies of
         either IRS Form W-8BEN or any successor thereto (relating to such
         Foreign Lender and entitling it to an exemption from, or reduction of,
         withholding tax on all payments to be made to such Foreign Lender by
         the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any
         successor thereto (relating to all payments to be made to such Foreign
         Lender by the Borrower pursuant to this Agreement) or such other
         evidence satisfactory to the Borrower and the Administrative Agent that
         such Foreign Lender is entitled to an exemption from, or reduction of,
         U.S. withholding tax, including any exemption pursuant to Section
         881(c) of the Code. Thereafter and from time to time, each such Foreign
         Lender shall (A) promptly submit to the Administrative Agent such
         additional duly completed and signed copies of one of such forms (or
         such successor forms as shall be adopted from time to time by the
         relevant United States taxing authorities) as may then be available
         under then current United States Laws and regulations to avoid, or such
         evidence as is satisfactory to the Borrower and the Administrative
         Agent of any available exemption from or reduction of, United States

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         withholding taxes in respect of all payments to be made to such Foreign
         Lender by the Borrower pursuant to this Agreement, (B) promptly notify
         the Administrative Agent of any change in circumstances which would
         modify or render invalid any claimed exemption or reduction, and (C)
         take such steps as shall not be materially disadvantageous to it, in
         the reasonable judgment of such Lender, and as may be reasonably
         necessary (including the re-designation of its Lending Office) to avoid
         any requirement of applicable Laws that the Borrower make any deduction
         or withholding for taxes from amounts payable to such Foreign Lender.

                  (ii)     Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Loan Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver to the Administrative Agent on the date when such Foreign
         Lender ceases to act for its own account with respect to any portion of
         any such sums paid or payable, and at such other times as may be
         necessary in the determination of the Administrative Agent (in the
         reasonable exercise of its discretion), (A) two duly signed completed
         copies of the forms or statements required to be provided by such
         Lender as set forth above, to establish the portion of any such sums
         paid or payable with respect to which such Lender acts for its own
         account that is not subject to U.S. withholding tax, and (B) two duly
         signed completed copies of IRS Form W-8IMY (or any successor thereto),
         together with any information such Lender chooses to transmit with such
         form, and any other certificate or statement of exemption required
         under the Code, to establish that such Lender is not acting for its own
         account with respect to a portion of any such sums payable to such
         Lender.

                  (iii)    The Borrower shall not be required to pay any
         additional amount to any Foreign Lender under Section 3.01 (A) with
         respect to any Taxes required to be deducted or withheld on the basis
         of the information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a) or
         (B) if such Lender shall have failed to satisfy the foregoing
         provisions of this Section 10.15(a); provided that if such Lender shall
         have satisfied the requirement of this Section 10.15(a) on the date
         such Lender became a Lender or ceased to act for its own account with
         respect to any payment under any of the Loan Documents, nothing in this
         Section 10.15(a) shall relieve the Borrower of its obligation to pay
         any amounts pursuant to Section 3.01 in the event that, as a result of
         any change in any applicable Law, treaty or governmental rule,
         regulation or order, or any change in the interpretation,
         administration or application thereof, such Lender is no longer
         properly entitled to deliver forms, certificates or other evidence at a
         subsequent date establishing the fact that such Lender or other Person
         for the account of which such Lender receives any sums payable under
         any of the Loan Documents is not subject to withholding or is subject
         to withholding at a reduced rate.

                  (iv)     The Administrative Agent may, without reduction,
         withhold any Taxes required to be deducted and withheld from any
         payment under any of the Loan

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<PAGE>

         Documents with respect to which the Borrower is not required to pay
         additional amounts under this Section 10.15(a).

         (b)      Upon the request of the Administrative Agent, each Lender that
is a "United States person" within the meaning of Section 7701(a)(30) of the
Code shall deliver to the Administrative Agent two duly signed completed copies
of IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.

         (c)      If any Governmental Authority asserts that the Administrative
Agent did not properly withhold or backup withhold, as the case may be, any tax
or other amount from payments made to or for the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the Administrative Agent.

         10.16    REPLACEMENT OF LENDERS. Under any circumstances set forth
herein providing that the Borrower shall have the right to replace a Lender as a
party to this Agreement, the Borrower may, upon notice to such Lender and the
Administrative Agent, replace such Lender by causing such Lender to assign its
Commitment (with the assignment fee to be paid by the Borrower in such instance)
pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees
procured by the Borrower; provided, however, that if the Borrower elects to
exercise such right with respect to any Lender pursuant to Section 3.06(b), it
shall be obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.01 or 3.04. The Borrower shall (x) pay in
full all principal, interest, fees and other amounts owing to such Lender
through the date of replacement (including any amounts payable pursuant to
Section 3.05), (y) provide appropriate assurances and indemnities (which may
include letters of credit) to the L/C Issuers as each may reasonably require
with respect to any continuing obligation to fund participation interests in any
L/C Obligations then outstanding, and (z) release such Lender from its
obligations under the Loan Documents. Any Lender being replaced shall execute
and deliver an Assignment and Assumption with respect to such Lender's
Commitment and outstanding Loans and participations in L/C Obligations.

         10.17    GOVERNING LAW.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

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<PAGE>

         (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS
SITTING IN DALLAS COUNTY, TEXAS OR OF THE UNITED STATES FOR THE NORTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
Agent AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

         10.18    WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.19    ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                                       79

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                        COMMERCIAL METALS COMPANY

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

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

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        BANK OF AMERICA, N.A., as a Lender and
                                        an L/C Issuer

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                        as Co-Syndication Agent and as a Lender

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        ABN AMRO BANK N.V., as Co-Syndication
                                        Agent and as a Lender

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        MELLON BANK, N.A., as Co-Documentation
                                        Agent and as a Lender

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        BNP PARIBAS, as Co-Documentation Agent
                                        and as a Lender

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        COMERICA BANK, as a Lender and an L/C
                                        Issuer

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        AUSTRALIA AND NEW ZEALAND
                                        BANKING GROUP LIMITED

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        NATIONAL AUSTRALIA BANK

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        THE BANK OF NOVA SCOTIA

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        SOCIETE GENERALE

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        WELLS FARGO BANK, N.A.

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        BMO NESBITT BURNS FINANCING, INC.

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        FORTIS CAPITAL CORP.

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        HIBERNIA NATIONAL BANK

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        HSBC BANK USA

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

<PAGE>

                                        SOUTHWEST BANK OF TEXAS, N.A.

                                        By: ____________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

                                   Annex 1 - 1