Exhibit 10.4

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                      AMENDED AND RESTATED CREDIT AGREEMENT


                            dated as of June 14, 2001


                                      among


                          INTERNATIONAL FIBERCOM, INC.
                        AND CERTAIN OF ITS SUBSIDIARIES,
                                  as Borrowers,


                                  THE LENDERS,



                                       and


                             BANK ONE, ARIZONA, NA,
                             as Administrative Agent


                         BANC ONE CAPITAL MARKETS, INC.
                         Arranger and Sole Book Manager



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<PAGE>
                                TABLE OF CONTENTS


                                                                            Page


ARTICLE I  DEFINITIONS......................................................   1

ARTICLE II  THE CREDITS.....................................................  17
     2.1    Commitment......................................................  17
     2.2    Required Payments; Termination..................................  18
     2.3    Ratable Loans; Types of Advances................................  18
     2.4    Swing Line Loans................................................  18
            2.4.1.   Amount of Swing Line Loans.............................  18
            2.4.2.   Borrowing Notice.......................................  19
            2.4.3.   Making of Swing Line Loans.............................  19
            2.4.4.   Repayment of Swing Line Loans..........................  19
     2.5    Commitment Fee; Reductions in Aggregate Commitment..............  20
     2.6    Minimum Amount of Each Advance..................................  20
     2.7    Prepayments.....................................................  20
            2.7.1.   Optional Principal Payments............................  20
            2.7.2.   Mandatory Prepayments..................................  21
     2.8    Method of Selecting Types and Interest Periods for New Advances.  21
     2.9    Conversion and Continuation of Outstanding Advances.............  22
     2.10   Changes in Interest Rate, etc...................................  22
     2.11   Rates Applicable After Default..................................  23
     2.12   Method of Payment...............................................  23
     2.13   Noteless Agreement; Evidence of Indebtedness....................  23
     2.14   Telephonic Notices..............................................  24
     2.15   Interest Payment Dates; Interest and Fee Basis..................  24
     2.16   Notification of Advances, Interest Rates, Prepayments and
              Commitment Reductions ........................................  25
     2.17   Lending Installations...........................................  25
     2.18   Non-Receipt of Funds by the Agent...............................  25
     2.19   Facility LCs....................................................  25
            2.19.1.  Issuance...............................................  25
            2.19.2.  Participations.........................................  26
            2.19.3.  Notice.................................................  26
            2.19.4.  LC Fees................................................  26
            2.19.5.  Administration; Reimbursement by Lenders...............  27
            2.19.6.  Reimbursement by Borrowers.............................  27
            2.19.7.  Obligations Absolute...................................  28
            2.19.8.  Actions of LC Issuer...................................  28
            2.19.9.  Indemnification........................................  28
            2.19.10. Lenders' Indemnification...............................  29
            2.19.11. Facility LC Collateral Account.........................  29
            2.19.12. Rights as a Lender.....................................  30
     2.20   Replacement of Lender...........................................  30

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ARTICLE III  YIELD PROTECTION; TAXES........................................  30
     3.1    Yield Protection................................................  30
     3.2    Changes in Capital Adequacy Regulations.........................  31
     3.3    Availability of Types of Advances...............................  32
     3.4    Funding Indemnification.........................................  32
     3.5    Taxes...........................................................  32
     3.6    Lender Statements; Survival of Indemnity........................  34

ARTICLE IV  CONDITIONS PRECEDENT............................................  34
     4.1    Effectiveness...................................................  34
     4.2    Each Credit Extension...........................................  34

ARTICLE V  REPRESENTATIONS AND WARRANTIES...................................  35
     5.1    Existence and Standing..........................................  35
     5.2    Authorization and Validity......................................  35
     5.3    No Conflict; Government Consent.................................  35
     5.4    Financial Statements............................................  36
     5.5    Material Adverse Change.........................................  36
     5.6    Taxes...........................................................  36
     5.7    Litigation and Contingent Obligations...........................  36
     5.8    Subsidiaries....................................................  36
     5.9    ERISA...........................................................  36
     5.10   Accuracy of Information.........................................  37
     5.11   Regulation U....................................................  37
     5.12   Material Agreements.............................................  37
     5.13   Compliance With Laws............................................  37
     5.14   Ownership of Properties.........................................  37
     5.15   Plan Assets; Prohibited Transactions............................  37
     5.16   Environmental Matters...........................................  38
     5.17   Investment Company Act..........................................  38
     5.18   Public Utility Holding Company Act..............................  38
     5.19   Subordinated Indebtedness.......................................  38
     5.20   Insurance.......................................................  38

ARTICLE VI  COVENANTS.......................................................  38
     6.1    Financial Reporting.............................................  38
     6.2    Use of Proceeds.................................................  41
     6.3    Notice of Default...............................................  41
     6.4    Conduct of Business.............................................  41
     6.5    Taxes...........................................................  41
     6.6    Insurance; Insurance and Condemnation Proceeds..................  41
     6.7    Compliance with Laws............................................  42
     6.8    Maintenance of Properties.......................................  42
     6.9    Inspection......................................................  42
     6.10   Dividends.......................................................  43

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     6.11   Indebtedness....................................................  43
     6.12   Merger..........................................................  44
     6.13   Sale of Assets..................................................  44
     6.14   Investments and Acquisitions....................................  44
     6.15   Liens...........................................................  45
     6.16   Capital Expenditures............................................  45
     6.17   Affiliates......................................................  46
     6.18   Subordinated Indebtedness.......................................  46
     6.19   Sale and Leaseback Transactions and other Off-Balance Sheet
              Liabilities ..................................................  46
     6.20   Contingent Obligations..........................................  46
     6.21   Financial Contracts.............................................  46
     6.22   Financial Covenants.............................................  46
            6.22.1.  Interest Coverage Ratio................................  46
            6.22.2.  Fixed Charge Coverage Ratio............................  46
            6.22.3.  Adjusted Leverage Ratio................................  47
            6.22.4.  Minimum Net Worth......................................  47
            6.22.5.  Losses.................................................  47
            6.22.6.  Calculation of Financial Covenants.....................  47
     6.23   Subsidiaries....................................................  48
     6.24   Issuance of Stock...............................................  48
     6.25   Future Liens on Real Property...................................  48
     6.26   Notice of Redemption of Preferred Stock.........................  48

ARTICLE VII  DEFAULTS.......................................................  49

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES................  51
     8.1    Acceleration; Facility LC Collateral Account....................  51
     8.2    Amendments......................................................  52
     8.3    Preservation of Rights..........................................  53

ARTICLE IX  GENERAL PROVISIONS..............................................  53
     9.1    Survival of Representations.....................................  53
     9.2    Governmental Regulation.........................................  53
     9.3    Headings........................................................  54
     9.4    Entire Agreement................................................  54
     9.5    Several Obligations; Benefits of this Agreement.................  54
     9.6    Expenses; Indemnification.......................................  54
     9.7    Numbers of Documents............................................  55
     9.8    Accounting......................................................  55
     9.9    Severability of Provisions......................................  55
     9.10   Nonliability of Lenders.........................................  55
     9.11   Confidentiality.................................................  56
     9.12   Performance of Obligations......................................  56
     9.13   Joint and Several Liability of the Borrowers....................  57
            9.13.1.  Joint and Several Obligations..........................  57
            9.13.2.  Limitation on Obligations..............................  57
            9.13.3.  Obligations Unconditional..............................  58
     9.14   No Novation.....................................................  59

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ARTICLE X  THE AGENT........................................................  59
     10.1   Appointment; Nature of Relationship.............................  59
     10.2   Powers..........................................................  59
     10.3   General Immunity................................................  60
     10.4   No Responsibility for Loans, Recitals, etc......................  60
     10.5   Action on Instructions of Lenders...............................  60
     10.6   Employment of Agents and Counsel................................  60
     10.7   Reliance on Documents; Counsel..................................  61
     10.8   Agent's Reimbursement and Indemnification.......................  61
     10.9   Notice of Default...............................................  61
     10.10  Rights as a Lender..............................................  61
     10.11  Lender Credit Decision..........................................  61
     10.12  Successor Agent.................................................  62
     10.13  Agent's Fee.....................................................  62
     10.14  Delegation to Affiliates........................................  62
     10.15  Execution of Collateral Documents...............................  63
     10.16  Collateral Releases.............................................  63
     10.17  Co-Agents, Syndication Agent, etc...............................  63

ARTICLE XI  SETOFF; RATABLE PAYMENTS........................................  63
     11.1   Setoff..........................................................  63
     11.2   Ratable Payments................................................  63
     11.3   Application of Payments.........................................  63
     11.4   Relations Among Lenders.........................................  65

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..............  65
     12.1   Successors and Assigns..........................................  65
     12.2   Participations..................................................  65
            12.2.1.  Permitted Participants; Effect.........................  65
            12.2.2.  Voting Rights..........................................  66
            12.2.3.  Benefit of Setoff......................................  66
     12.3   Assignments.....................................................  66
            12.3.1.  Permitted Assignments..................................  66
            12.3.2.  Effect; Effective Date.................................  67
     12.4   Dissemination of Information....................................  67
     12.5   Tax Treatment...................................................  67

ARTICLE XIII  NOTICES.......................................................  67
     13.1   Notices.........................................................  67
     13.2   Change of Address...............................................  68

ARTICLE XIV  COUNTERPARTS...................................................  68

ARTICLE XV  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL....  68
     15.1   CHOICE OF LAW...................................................  68
     15.2   CONSENT TO JURISDICTION.........................................  68
     15.3   WAIVER OF JURY TRIAL............................................  69

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EXHIBITS

     Exhibit A    -  Form of Joinder Agreement
     Exhibit B    -  Form of Compliance Certificate
     Exhibit C    -  Form of Assignment Agreement
     Exhibit D-1  -  Form of Promissory Note
     Exhibit D-2  -  Form of Swing Line Note
     Exhibit E    -  Form of Borrowing Base Certificate
     Exhibit F    -  Form of Work-in-Progress Report
     Exhibit G    -  Form of Backlog Report
     Exhibit H    -  Form of Monthly Cash Summary
     Exhibit I    -  Form of Accounts Receivable Aging Report

SCHEDULES

     Pricing Schedule
     Commitment Schedule
     Schedule 4.1   -  List of Closing Documents
     Schedule 5.5   -  Material Adverse Change
     Schedule 5.7   -  Litigation
     Schedule 5.8   -  Subsidiaries
     Schedule 5.20  -  Existing Insurance Policies
     Schedule 6.11  -  Permitted Existing Indebtedness
     Schedule 6.14  -  Permitted Existing Investments
     Schedule 6.15  -  Permitted Existing Liens

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<PAGE>
                      AMENDED AND RESTATED CREDIT AGREEMENT


     This Agreement,  dated as of June 14, 2001 is among INTERNATIONAL FIBERCOM,
INC., certain  Subsidiaries of the Company,  the Lenders, and Bank One, Arizona,
NA, as LC Issuer  and as  Administrative  Agent.  The  parties  hereto  agree as
follows:

     The  Borrowers  and the Lenders  desire to amend and  restate the  Original
Agreement in its entirety. Accordingly, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     As used in this Agreement:

     "Accounts  Receivable Aging Report" means a written report substantially in
the form of Exhibit I attached hereto.

     "Acquisition" means any transaction, or any series of related transactions,
consummated on or after the date of this Agreement,  by which the Company or any
of its Subsidiaries (i) acquires any going business or all or substantially  all
of the assets of any firm, corporation or limited liability company, or division
thereof,  whether  through  purchase  of  assets,  merger or  otherwise  or (ii)
directly  or  indirectly  acquires  (in one  transaction  or as the most  recent
transaction  in a series of  transactions)  at least a  majority  (in  number of
votes) of the securities of a corporation  which have ordinary  voting power for
the  election  of  directors  (other than  securities  having such power only by
reason of the happening of a contingency) or a majority (by percentage or voting
power) of the  outstanding  ownership  interests  of a  partnership  or  limited
liability company.

     "Adjusted  EBITDA" means  Consolidated  EBITDA plus, to the extent deducted
from  revenues to determine  Consolidated  EBITDA,  (i) the loss incurred by the
Wireless  Technology Group after March 31, 2001 and prior to April 1, 2002, (ii)
the write-off of the Equipment  Distribution Group, (iii) pooling costs incurred
by the  Company  related  to  acquisitions  and (iv)  any  charges  incurred  in
connection  with the issuance by the Company of warrants for its common stock in
an Equity Financing.

     "Adjusted  Leverage Ratio" means, as of any date of calculation,  the ratio
of (i)  Consolidated  Funded  Indebtedness  outstanding  on  such  date  to (ii)
Adjusted EBITDA for the then most recently ended four fiscal quarters.

     "Advance"  means  a  borrowing  hereunder,  (i)  made by some or all of the
Lenders on the same  Borrowing  Date,  or (ii)  converted  or  continued  by the
Lenders on the same date of conversion or  continuation,  consisting,  in either
case, of the aggregate  amount of the several Loans of the same Type and, in the
case of Eurodollar Loans, for the same Interest Period. The term "Advance" shall
include Swing Line Loans unless otherwise expressly provided.
<PAGE>
     "Affiliate"  of any Person  means any other Person  directly or  indirectly
controlling,  controlled by or under common  control with such Person.  A Person
shall be deemed to control another Person if the controlling  Person owns 10% or
more of any class of voting  securities  (or other  ownership  interests) of the
controlled Person or possesses,  directly or indirectly,  the power to direct or
cause the  direction of the  management  or policies of the  controlled  Person,
whether through ownership of stock, by contract or otherwise.

     "Agent" means Bank One in its capacity as contractual representative of the
Lenders  pursuant to Article X, and not in its individual  capacity as a Lender,
and any successor Agent appointed pursuant to Article X.

     "Aggregate  Commitment"  means the aggregate of the  Commitments of all the
Lenders, as reduced or increased from time to time pursuant to the terms hereof.
The Aggregate Commitment as of the Effective Date is $100,000,000.

     "Aggregate  Outstanding  Credit Exposure" means, at any time, the aggregate
of the Outstanding Credit Exposure of all the Lenders.

     "Agreement" means this credit  agreement,  as it may be amended or modified
and in effect from time to time.

     "Agreement  Accounting  Principles"  means  generally  accepted  accounting
principles as in effect from time to time,  applied in a manner  consistent with
that used in preparing the financial statements referred to in Section 5.4.

     "Alternate  Base Rate"  means,  for any day, a rate of  interest  per annum
equal to the  higher of (i) the Prime  Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

     "Applicable  Fee Rate" means, at any time, the percentage rate per annum at
which  commitment  fees are  accruing  on the unused  portion  of the  Aggregate
Commitment at such time, or the  percentage  rate per annum at which LC Fees are
accruing on the undrawn amount of Facility LCs at such time, as  applicable,  in
each case as set forth in the Pricing Schedule.

     "Applicable  Margin"  means,  with  respect to  Advances of any Type at any
time,  the  percentage  rate per  annum  which is  applicable  at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

     "Appraised  Value of Mortgaged Real Property"  means the appraised value of
the  Mortgaged  Real  Property as determined by appraisals in form and substance
satisfactory to the Agent obtained by the Agent at the Borrowers' expense. As of
the  Effective  Date,  the  appraised  value of the  Mortgaged  Real Property in
Maricopa County, Arizona is $3,300,000, and the appraised value of the Mortgaged
Real Property in Bergen County, New Jersey is $3,500,000.

     "Approved Lines of Business" means design,  installation,  maintenance, and
training services for broadband fiber optic networks for the  telecommunications
and  cable   television   industries,   and  the  distribution  and  selling  of
telecommunications equipment.

                                       2
<PAGE>
     "Arranger"  means Banc One Capital Markets,  Inc., a Delaware  corporation,
and its successors, in its capacity as Arranger and Sole Book Manager.

     "Article"  means an article of this Agreement  unless  another  document is
specifically referenced.

     "Asset  Sale"  means,  with  respect  to  any  Person,   the  sale,  lease,
conveyance,  disposition or other transfer by such Person of any of its Property
(including a sale-leaseback transaction and the sale or other transfer of any of
the Equity Interests of any Subsidiary of such Person).

     "Authorized  Officer"  means either of the principal  financial  officer or
corporate controller of the Company, acting singly.

     "Available  Aggregate   Commitment"  means,  at  any  time,  the  Aggregate
Commitment  then in effect minus the Aggregate  Outstanding  Credit  Exposure at
such time.

     "Available  Credit  Amount"  means,  at any time, the Maximum Credit Amount
then in effect minus the Aggregate Outstanding Credit Exposure at such time.

     "Backlog  Report"  means a report  substantially  in the form of  Exhibit G
attached hereto.

     "Bank One"  means Bank One,  Arizona,  NA, a national  banking  association
having its principal office in Phoenix, Arizona, in its individual capacity, and
its successors.

     "Blocked  Cash"  means,  at any time,  the amount of funds  deposited  in a
non-interest  bearing deposit  account  maintained by any Borrower with Bank One
(or an Affiliate of Bank One) in which the Agent, for the benefit of the Holders
of Secured Obligations,  has a perfected security interest pursuant to a account
control  agreement  among such  Borrower,  Bank One (or such  Affiliate) and the
Agent, in form and substance satisfactory to the Agent.

     "Borrower"  means each of the  Company and each  Subsidiary  of the Company
that is a party  hereto,  whether as of the  Effective  Date or by execution and
delivery of a Joinder  Agreement  thereafter,  and in each case such  Borrower's
successors and assigns. "Borrowers" means all of the Borrowers.

     "Borrowing  Base" means, as of any date of calculation,  an amount,  as set
forth on the most current  Borrowing  Base  Certificate  delivered to the Agent,
equal to the sum of (i)  eighty-five  (85%) of Eligible  Receivables,  PLUS (ii)
fifty  percent  (50%) of Eligible  Inventory,  PLUS (iii) the product of (x) the
Costs in Excess of Billings  Advance  Rate and (y)  Eligible  Costs in Excess of
Billings,  PLUS (iv) eighty  percent (80%) of the  Appraised  Value of Mortgaged
Real Property.

     "Borrowing Base Certificate" means a certificate, in substantially the form
of EXHIBIT E attached hereto and made a part hereof, setting forth the Borrowing
Base and the component calculations thereof.

     "Borrowing Date" means a date on which an Advance is made hereunder.

     "Borrowing Notice" is defined in Section 2.8.

                                       3
<PAGE>
     "Business  Day" means (i) with  respect to any  borrowing,  payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which  banks  generally  are  open  in  Phoenix,  Arizona  for  the  conduct  of
substantially  all  of  their  commercial  lending  activities,  interbank  wire
transfers  can be made on the  Fedwire  system  and  dealings  in United  States
dollars  are  carried on in the London  interbank  market and (ii) for all other
purposes,  a day (other than a Saturday or Sunday) on which banks  generally are
open  in  Phoenix,  Arizona  for  the  conduct  of  substantially  all of  their
commercial  lending  activities  and interbank wire transfers can be made on the
Fedwire system.

     "Capital Expenditures" means, without duplication, any expenditures for any
purchase or other  acquisition of any asset which would be classified as a fixed
or  capital  asset  on a  consolidated  balance  sheet  of the  Company  and its
Subsidiaries  prepared in accordance with Agreement Accounting  Principles,  but
excluding Permitted Acquisitions.

     "Capitalized  Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person  prepared
in accordance with Agreement Accounting Principles.

     "Capitalized  Lease  Obligations"  of a  Person  means  the  amount  of the
obligations  of such Person under  Capitalized  Leases which would be shown as a
liability  on a  balance  sheet  of such  Person  prepared  in  accordance  with
Agreement Accounting Principles.

     "Cash Equivalent Investments" means (i) short-term obligations of, or fully
guaranteed by, the United States of America,  (ii) commercial paper rated A-1 or
better by S&P or P-1 or better by  Moody's  at the time of  investment  therein,
(iii) demand deposit accounts maintained in the ordinary course of business, and
(iv)  certificates of deposit issued by and time deposits with commercial  banks
(whether   domestic  or  foreign)  having  capital  and  surplus  in  excess  of
$100,000,000;  PROVIDED in each case that the same  provides for payment of both
principal and interest (and not  principal  alone or interest  alone) and is not
subject to any  contingency,  other than the demand for payment,  regarding  the
payment of principal or interest.

     "Change in Control"  means the  acquisition  by any Person,  or two or more
Persons  acting in concert,  of beneficial  ownership (i) (within the meaning of
Rule  13d-3 of the  Securities  and  Exchange  Commission  under the  Securities
Exchange Act of 1934) of 20% or more of the  outstanding  shares of voting stock
of the  Company or (ii) the  majority of the board of  directors  of the Company
fails to consist of Continuing Directors.

     "Code" means the Internal  Revenue  Code of 1986,  as amended,  reformed or
otherwise modified from time to time.

     "Collateral"  means all  property  and  interests  in property now owned or
hereafter  acquired by the Company or any of its Subsidiaries in or upon which a
security interest,  lien or mortgage is granted to the Agent, for the benefit of
the  Holders of Secured  Obligations,  or to the Agent,  for the  benefit of the
Lenders and the LC Issuer, whether under any Collateral Document or under any of
the other Loan Documents.

     "Collateral Documents" means, collectively, all agreements, instruments and
documents executed in connection with this Agreement that are intended to create
or  evidence  Liens  to  secure  the  Secured  Obligations,  including,  without

                                       4
<PAGE>
limitation,  all security  agreements,  pledge agreements,  mortgages,  deeds of
trust, powers, assignments and financing statements, whether heretofore, now, or
hereafter executed by or on behalf of the Company or any of its Subsidiaries and
delivered to the Agent or any of the Lenders,  together with all  agreements and
documents referred to therein or contemplated thereby.

     "Collateral Shortfall Amount" is defined in Section 8.1.

     "Company" means International FiberCom,  Inc., an Arizona corporation,  and
its successors and assigns.

     "Commitment"  means, for each Lender, the obligation of such Lender to make
Revolving  Loans to, and participate in Facility LCs issued upon the application
of, the  Borrowers in an aggregate  amount not exceeding the amount set forth in
the Commitment  Schedule or as set forth in any Notice of Assignment relating to
any assignment  that has become  effective  pursuant to Section 12.3.2 or in any
supplement  hereto  pursuant to Section  2.1(b),  as such amount may be modified
from time to time pursuant to the terms hereof.

     "Commitment  Schedule" means the schedule attached hereto and identified as
such.

     "Consolidated  EBIT"  means  Consolidated  Net Income  plus,  to the extent
deducted from revenues in determining  Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued and (iii) extraordinary
losses  incurred other than in the ordinary  course of business,  minus,  to the
extent included in Consolidated Net Income,  extraordinary  gains realized other
than in the ordinary course of business,  all calculated for the Company and its
Subsidiaries on a consolidated basis.

     "Consolidated  EBITDA"  means  Consolidated  Net Income plus, to the extent
deducted from revenues in determining  Consolidated Net Income, (i) Consolidated
Interest Expense,  (ii) expense for taxes paid or accrued,  (iii)  depreciation,
(iv)  amortization  and (v)  extraordinary  losses  incurred  other  than in the
ordinary course of business,  minus, to the extent included in Consolidated  Net
Income,  extraordinary  gains  realized  other  than in the  ordinary  course of
business,  all calculated for the Company and its Subsidiaries on a consolidated
basis.

     "Consolidated  Funded  Indebtedness" means at any time the aggregate dollar
amount of  Consolidated  Indebtedness  which has  actually  been  funded  and is
outstanding  at such time,  whether or not such amount is due or payable at such
time.

     "Consolidated  Indebtedness"  means  at any time  the  Indebtedness  of the
Company and its Subsidiaries calculated on a consolidated basis as of such time.

     "Consolidated  Interest Expense" means,  with reference to any period,  the
interest  expense  of  the  Company  and  its   Subsidiaries   calculated  on  a
consolidated basis for such period.

     "Consolidated  Net Income"  means,  with  reference to any period,  the net
income  (or  loss)  of  the  Company  and  its  Subsidiaries   calculated  on  a
consolidated basis for such period.

                                       5
<PAGE>
     "Consolidated  Net Worth" means at any time the consolidated  stockholders'
equity of the Company and its Subsidiaries calculated on a consolidated basis as
of such time.

     "Consolidated  Rentals" means, with reference to any period, the Rentals of
the Company and its  Subsidiaries  calculated on a  consolidated  basis for such
period.

     "Contingent  Obligation"  of a Person means any  agreement,  undertaking or
arrangement by which such Person  assumes,  guarantees,  endorses,  contingently
agrees to purchase or provide funds for the payment of, or otherwise  becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other  Person,  or  otherwise  assures any  creditor of such other Person
against loss,  including,  without  limitation,  any comfort  letter,  operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

     "Continuing Director" means, as of any date of determination, any member of
the board of  directors  of the  Company  who (a) was a member of such  board of
directors on the date hereof,  or (b) was  nominated  for election or elected to
such board of directors with the approval of the  Continuing  Directors who were
members of such board at the time of such nomination or election.

     "Conversion/Continuation Notice" is defined in Section 2.9.

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

     "Costs in Excess of Billings  Advance  Rate" means (i)  sixty-five  percent
(65%) from the  Effective  Date through  December 31, 2001;  (ii) sixty  percent
(60%) from January 1, 2002  through  March 31, 2002;  (iii)  fifty-five  percent
(55%) from April 1, 2002 through June 30, 2002;  (iv) fifty  percent  (50%) from
July 1, 2002 through  September  30, 2002;  (v)  forty-five  percent  (45%) from
October 1, 2002 through December 31, 2002; and (vi) forty percent (40%) from and
after January 1, 2003.

     "Credit  Extension"  means the making of an Advance  or the  issuance  of a
Facility LC hereunder.

     "Credit  Extension  Date"  means the  Borrowing  Date for an Advance or the
issuance date for a Facility LC.

     "Default" means an event described in Article VII.

     "Domestic  Subsidiary"  means a Subsidiary of the Company that is organized
under  the laws of the  United  States of  America,  any  State  thereof  or the
District of Columbia.

     "Effective Date" is defined in Section 4.1.

                                       6
<PAGE>
     "Eligible  Costs  in  Excess  of  Billings"  means  the  Company's  and its
Subsidiaries'  costs and  estimated  earnings in excess of billings,  net of any
billings in excess of costs,  determined on a  consolidated  basis in accordance
with Agreement Accounting Principles.

     "Eligible  Inventory"  means  the  book  value  of the  Company's  and  its
Subsidiaries'  inventory,  net  of  any  related  reserves  (including,  without
limitation, any reserve or write-down of inventory of the Equipment Distribution
Group in anticipation  of  disposition),  determined on a consolidated  basis in
accordance with Agreement Accounting Principles.

     "Eligible  Receivables"  means  the  book  value of the  Company's  and its
Subsidiaries' trade accounts receivable, net of any related reserves (including,
without  limitation,  any reserve or  write-down  of accounts  receivable of the
Equipment  Distribution  Group in anticipation of disposition),  determined on a
consolidated  basis in accordance  with  Agreement  Accounting  Principles,  but
excluding any accounts  receivable  with respect to which the account  debtor is
the subject of a  bankruptcy  or similar  insolvency  proceeding  or has made an
assignment  for the benefit of creditors or whose assets have been conveyed to a
receiver, trustee or assignee for the benefit of creditors.

     "Environmental  Laws" means any and all federal,  state,  local and foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders, decrees, plans, injunctions,  permits, concessions,  grants, franchises,
licenses,  agreements and other  governmental  restrictions  relating to (i) the
protection  of the  environment,  (ii) the  effect of the  environment  on human
health,  (iii)  emissions,  discharges or releases of pollutants,  contaminants,
hazardous substances or wastes into surface water, ground water or land, or (iv)
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport  or handling of  pollutants,  contaminants,  hazardous  substances  or
wastes or the clean-up or other remediation thereof.

     "Equipment  Distribution Group" means  International  FiberCom - EDG, Inc.,
formerly known as Southern Communications Products, Inc. and successor by merger
to Diversitec, Inc. and United Tech, Inc.

     "Equity  Financing"  means one or more financing  transactions in which the
Company issues its common stock,  or its preferred  stock  convertible  into its
common stock,  to one or more  investors,  and may issue warrants for its common
stock in connection  therewith;  PROVIDED  that the terms of any such  preferred
stock  shall  either (i)  contain no  requirement  for any  dividend  thereon or
mandatory  redemption  thereof to be payable  in cash or other  Property  of the
Company  (other than its common  stock or  additional  shares of such  preferred
stock),  except as a consequence of the Company's  failure to deliver its common
stock in  connection  with a  conversion  of such  preferred  stock,  or (ii) be
approved in writing by the Required Lenders.

     "Equity   Interests"  means  corporate   stock,   regardless  of  class  or
designation,  and all warrants, options, purchase rights, conversion or exchange
rights, voting rights, calls or claims of any character with respect thereto.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, and any rule or regulation issued thereunder.

                                       7
<PAGE>
     "Eurodollar  Advance" means an Advance which,  except as otherwise provided
in Section 2.11, bears interest at the applicable Eurodollar Rate.

     "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for the
relevant Interest Period, the applicable British Bankers'  Association  Interest
Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as
of 11:00 a.m.  (London  time) two  Business  Days prior to the first day of such
Interest Period,  and having a maturity equal to such Interest Period,  provided
that,  (i) if Reuters  Screen FRBD is not available to the Agent for any reason,
the  applicable  Eurodollar  Base Rate for the  relevant  Interest  Period shall
instead be the applicable British Bankers'  Association Interest Settlement Rate
for  deposits  in U.S.  dollars as reported  by any other  generally  recognized
financial  information  service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest  Period,  and having a maturity equal to
such Interest Period, and (ii) if no such British Bankers'  Association Interest
Settlement Rate is available to the Agent,  the applicable  Eurodollar Base Rate
for the relevant  Interest  Period shall  instead be the rate  determined by the
Agent to be the rate at which Bank One or one of its  affiliate  banks offers to
place deposits in U.S.  dollars with  first-class  banks in the London interbank
market at approximately  11:00 a.m. (London time) two Business Days prior to the
first day of such  Interest  Period,  in the  approximate  amount of Bank  One's
relevant Eurodollar Loan and having a maturity equal to such Interest Period.

     "Eurodollar  Loan"  means a Loan  which,  except as  otherwise  provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

     "Eurodollar  Rate"  means,  with  respect to a  Eurodollar  Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate  applicable to such Interest  Period,  divided by (b) one minus the Reserve
Requirement  (expressed as a decimal)  applicable to such Interest Period,  plus
(ii) the Applicable Margin.

     "Excluded  Taxes" means,  in the case of each Lender or applicable  Lending
Installation  and the  Agent,  taxes  imposed on its  overall  net  income,  and
franchise taxes imposed on it, by (i) the  jurisdiction  under the laws of which
such Lender or the Agent is incorporated  or organized or (ii) the  jurisdiction
in which  the  Agent's  or such  Lender's  principal  executive  office  or such
Lender's applicable Lending Installation is located.

     "Exhibit"  refers to an exhibit to this Agreement,  unless another document
is specifically referenced.

     "Facility LC" is defined in Section 2.19.1.

     "Facility LC Application" is defined in Section 2.19.3.

     "Facility LC Collateral Account" is defined in Section 2.19.11.

     "Facility Termination Date" means March 31, 2003.

     "Federal  Funds  Effective  Rate" means,  for any day, an interest 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  for such day (or, if such day is not a

                                       8
<PAGE>
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York,  or, if such rate is not so  published  for any day which is a
Business  Day,  the  average  of the  quotations  at  approximately  10:00  a.m.
(Phoenix,  Arizona local time) on such day on such transactions  received by the
Agent from three Federal funds  brokers of recognized  standing  selected by the
Agent in its sole discretion.

     "Financial   Contract"  of  a  Person  means  (i)  any  exchange-traded  or
over-the-counter  futures,  forward,  swap or option contract or other financial
instrument with similar characteristics or (ii) any Rate Management Transaction.

     "Financing"  means  the  issuance  or  sale  by the  Company  or any of its
Subsidiaries  of any  Indebtedness  or Equity  Interests  for capital  formation
purposes,  but excluding the issuance or sale of (i) any Indebtedness  permitted
to be incurred  pursuant to Section 6.11,  other than clause (iv) thereof,  (ii)
Equity Interests  issued by the Company to any officer,  director or employee of
the Company or any of its  Subsidiaries  pursuant to any incentive  compensation
plan or program,  (iii) Equity Interests issued by any Subsidiary of the Company
to the  Company or any  Wholly-Owned  Subsidiary  of the  Company,  (iv)  Equity
Interests  issued by the  Company as part of the  Purchase  Price of a Permitted
Acquisition,  and (v) Equity  Interests  issued by way of stock  splits or stock
dividends.

     "Fixed Charge  Coverage  Ratio" means,  with  reference to any period,  the
ratio of (i)  Adjusted  EBITDA plus  Consolidated  Rentals to (ii)  Consolidated
Interest Expense plus Consolidated  Rentals plus consolidated tax expense of the
Company and its  Subsidiaries  paid in cash  during  such period plus  scheduled
maturities of principal of Consolidated Funded Indebtedness  payable during such
period,  in  each  case  determined  in  accordance  with  Agreement  Accounting
Principles for such period.

     "Floating  Rate"  means,  for any day,  a rate per  annum  equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable  Margin,  in each case
changing when and as the Alternate Base Rate changes.

     "Floating  Rate  Advance"  means an  Advance  which,  except  as  otherwise
provided in Section 2.11, bears interest at the Floating Rate.

     "Floating  Rate Loan" means a Loan which,  except as otherwise  provided in
Section 2.11, bears interest at the Floating Rate.

     "Foreign  Subsidiary"  means  a  Subsidiary  of  the  Company  that  is not
organized  under the laws of the United States of America,  any State thereof or
the District of Columbia.

     "Holders  of Secured  Obligations"  shall mean the  holders of the  Secured
Obligations  from time to time and shall  include their  respective  successors,
transferees and assigns.

     "Indebtedness" of a Person means such Person's (i) obligations for borrowed
money, (ii) obligations  representing the deferred purchase price of Property or
services  (other than accounts  payable  arising in the ordinary  course of such
Person's business payable on terms customary in the trade),  (iii)  obligations,
whether  or not  assumed,  secured by Liens or payable  out of the  proceeds  or
production from Property now or hereafter owned or acquired by such Person, (iv)

                                       9
<PAGE>
obligations which are evidenced by notes, acceptances, or other instruments, (v)
obligations of such Person to purchase  securities or other Property (other than
Equity Interests issued by such Person) arising out of or in connection with the
sale  of  the  same  or  substantially  similar  securities  or  Property,  (vi)
Capitalized Lease Obligations, (vii) Contingent Obligations,  including, without
limitation, reimbursement obligations with respect to Letters of Credit (whether
drawn or undrawn),  and (viii) any other  obligation for borrowed money or other
financial accommodation which in accordance with Agreement Accounting Principles
would be shown as a liability on the consolidated  balance sheet of such Person.
"Indebtedness"  shall not include  customary  liquidated  damages  provisions in
agreements relating to the issuance of Equity Interests by the Company.

     "Interest Coverage Ratio" means, with reference to any period, the ratio of
(i)  Consolidated  EBIT to (ii)  Consolidated  Interest  Expense,  in each  case
determined in accordance with Agreement Accounting Principles for such period.

     "Interest Period" means, with respect to a Eurodollar  Advance, a period of
one,  two,  three or six months  commencing  on a Business  Day  selected by the
applicable  Borrower pursuant to this Agreement.  Such Interest Period shall end
on the day which  corresponds  numerically  to such date one, two,  three or six
months  thereafter,  provided,  however,  that if there  is no such  numerically
corresponding  day in such next,  second,  third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next,  second,  third
or sixth  succeeding  month.  If an Interest Period would otherwise end on a day
which  is not a  Business  Day,  such  Interest  Period  shall  end on the  next
succeeding  Business  Day,  provided,  however,  that  if said  next  succeeding
Business Day falls in a new calendar  month,  such Interest  Period shall end on
the immediately preceding Business Day.

     "Investment"  of a Person means any loan,  advance (other than  commission,
travel and similar  advances  to officers  and  employees  made in the  ordinary
course of business), extension of credit (other than accounts receivable arising
in the  ordinary  course  of  business  on  terms  customary  in the  trade)  or
contribution of capital by such Person; stocks, bonds, mutual funds, partnership
interests,  notes,  debentures  or other  securities  owned by such Person;  any
deposit accounts and certificate of deposit owned by such Person; and structured
notes,  derivative  financial  instruments  and  other  similar  instruments  or
contracts owned by such Person.

     "Joinder  Agreement" means a Joinder  Agreement in the form attached hereto
as Exhibit A executed by each  Borrower not a party to this  Agreement as of the
date of this Agreement.

     "LC Fee" is defined in Section 2.19.4.

     "LC Issuer"  means Bank One (or any  subsidiary  or  affiliate  of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

     "LC Obligations" means, at any time, the sum, without  duplication,  of (i)
the aggregate  undrawn stated amount under all Facility LCs  outstanding at such
time plus (ii) the  aggregate  unpaid  amount at such time of all  Reimbursement
Obligations.

     "LC Payment Date" is defined in Section 2.19.5.

                                       10
<PAGE>
     "Lenders" means the lending  institutions  listed on the signature pages of
this  Agreement or any  supplement  hereto  pursuant to Section 2.1(b) and their
respective  successors  and  assigns.  Unless  otherwise  specified,   the  term
"Lenders" includes Bank One in its capacity as Swing Line Lender.

     "Lending  Installation"  means,  with respect to a Lender or the Agent, the
office,  branch,  subsidiary  or affiliate of such Lender or the Agent listed on
the signature pages hereof or on a Schedule or otherwise selected by such Lender
or the Agent pursuant to Section 2.17.

     "Letter  of  Credit"  of a  Person  means a letter  of  credit  or  similar
instrument  which is issued  upon the  application  of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

     "Leverage  Ratio" means,  as of any date of  calculation,  the ratio of (i)
Consolidated Funded  Indebtedness  outstanding on such date to (ii) Consolidated
EBITDA for the Company's then most-recently ended four fiscal quarters.

     "Lien"   means  any  lien   (statutory   or   other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  Capitalized  Lease or other title retention
agreement).

     "Loan" means a Revolving Loan or a Swing Line Loan.

     "Loan  Documents" means this Agreement,  the Facility LC Applications,  any
Notes issued pursuant to Section 2.13 and the Collateral Documents.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (i) the
business, Property,  condition (financial or otherwise),  results of operations,
or  prospects  of the Company and its  Subsidiaries  taken as a whole,  (ii) the
ability  of  the  Borrowers  taken  as  a  whole  to  perform  their  respective
obligations under the Loan Documents, or (iii) the validity or enforceability of
any of the Loan Documents or the rights or remedies of the Agent,  the LC Issuer
or the Lenders thereunder.

     "Material Indebtedness" is defined in Section 7.5.

     "Maximum Credit Amount" means, at any time, the lesser of (i) the Aggregate
Commitment and (ii) the Borrowing Base at such time.

     "Modify" and "Modification" are defined in Section 2.19.1.

     "Moody's" means Moody's Investors Service, Inc.

     "Monthly Cash Summary" means a written summary substantially in the form of
Exhibit H attached hereto.

                                       11
<PAGE>
     "Mortgaged  Real  Property"  means (a) that real  property  located  in (i)
Maricopa County, Arizona, in which a Lien has been granted to the Agent, for the
benefit of the Holders of Secured Obligations,  pursuant to that certain Deed of
Trust,  Security  Agreement,  Financing  Statement  and  Assignment of Rents and
Leases dated as of June 14, 2001 between the Company, as grantor, First American
Title Insurance  Company,  as trustee,  and the Agent, as beneficiary,  and (ii)
Bergen County,  New Jersey,  in which a Lien has been granted to the Agent,  for
the benefit of the  Holders of Secured  Obligations,  pursuant  to that  certain
Mortgage,  Security  Agreement,  Financing Statement and Assignment of Rents and
Leases dated as of June 14, 2001 between IFC Leasing,  Inc., as  mortgagor,  and
the Agent,  as  mortgagee,  and (b) any other real  property in which a Lien has
been  granted  to  the  Agent,  for  the  benefit  of  the  Holders  of  Secured
Obligations, pursuant to Section 6.25.

     "Multiemployer  Plan"  means a Plan  maintained  pursuant  to a  collective
bargaining agreement or any other arrangement to which the Company or any member
of the Controlled  Group is a party to which more than one employer is obligated
to make contributions.

     "Net Cash Proceeds"  means,  with respect to any Asset Sale or Financing by
any Person,  (a) cash (freely  convertible into U.S.  dollars)  received by such
Person or any  Subsidiary  of such Person from such Asset Sale  (including  cash
received as  consideration  for the  assumption  or  incurrence  of  liabilities
incurred in connection with or in anticipation of such Asset Sale) or Financing,
after (i) provision for all income or other taxes  measured by or resulting from
such Asset Sale, (ii) payment of all reasonable brokerage  commissions and other
fees and  expenses  related to such Asset Sale or  Financing,  (iii) all amounts
used to repay  Indebtedness  secured by a Lien on any asset  disposed of in such
Asset  Sale  or  which  is or may be  required  (by  the  express  terms  of the
instrument  governing such  Indebtedness)  to be repaid in connection  with such
Asset Sale (including  payments made to obtain or avoid the need for the consent
of any  holder  of such  Indebtedness)  or  Financing,  and  (iv)  deduction  of
appropriate amounts to be provided by such Person or a Subsidiary of such Person
as a reserve, in accordance with Agreement  Accounting  Principles,  against any
liabilities  associated  with the assets  sold or disposed of in such Asset Sale
and  retained by such  Person or a  Subsidiary  of such Person  after such Asset
Sale, including,  without limitation,  pension and other post-employment benefit
liabilities  and  liabilities  related to  environmental  matters or against any
indemnification  obligations  associated  with the assets sold or disposed of in
such Asset Sale;  and (b) cash payments in respect of any  Indebtedness,  Equity
Interest or other  consideration  received by such Person or any  Subsidiary  of
such  Person  from such Asset Sale upon  receipt of such cash  payments  by such
Person or such Subsidiary.

     "Non-U.S. Lender" is defined in Section 3.5(iv).

     "Note" means any promissory note issued at the request of a Lender pursuant
to Section 2.13 in the form of Exhibit D-1 or D-2.

     "Notice of Assignment" is defined in Section 12.3.2.

     "Obligations" means all unpaid principal of and accrued and unpaid interest
on the Loans, all Reimbursement Obligations, all accrued and unpaid fees and all
expenses, reimbursements,  indemnities and other obligations of the Borrowers to
the Lenders or to any Lender,  the Agent, the LC Issuer or any indemnified party
arising under the Loan Documents.

                                       12
<PAGE>
     "Off-Balance  Sheet  Liability"  of  a  Person  means  (i)  any  repurchase
obligation  or  liability  of such  Person  with  respect to  accounts  or notes
receivable sold by such Person,  (ii) any liability under any Sale and Leaseback
Transaction  which is not a Capitalized  Lease,  (iii) any  liability  under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent  of or takes the place of borrowing  but which does not  constitute a
liability on the balance  sheets of such Person,  but excluding from this clause
(iv) Operating Leases.

     "Operating  Lease" of a Person  means any lease of  Property  (other than a
Capitalized  Lease)  by  such  Person  as  lessee  which  has an  original  term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

     "Original Agreement" means the Credit Agreement dated as of March 31, 2000,
as amended, among the Borrowers,  the Lenders from time to time parties thereto,
Bank One, Arizona, NA, as Administrative Agent, Union Bank of California,  N.A.,
as Syndication  Agent, and Banc One Capital Markets,  Inc., as Arranger and Sole
Book Manager.

     "Other Taxes" is defined in Section 3.5(ii).

     "Outstanding  Credit Exposure" means, as to any Lender at any time, the sum
of (i) the aggregate principal amount of its Revolving Loans outstanding at such
time,  plus (ii) an amount equal to its Pro Rata Share of the LC  Obligations at
such  time,  plus (iii) an amount  equal to its Pro Rata Share of the  aggregate
principal amount of Swing Line Loans outstanding at such time.

     "Participants" is defined in Section 12.2.1.

     "Payment Date" means the fifth day of each month.

     "PBGC" means the Pension  Benefit  Guaranty  Corporation,  or any successor
thereto.

     "Permitted Acquisition" means any Acquisition made by the Company or any of
its  Subsidiaries,  provided that (i) as of the date of the consummation of such
Acquisition,  no  Default  or  Unmatured  Default  shall  have  occurred  and be
continuing or would result from such Acquisition,  and the  representations  and
warranties  contained  in Article V shall be true both  before and after  giving
effect to such  Acquisition  except to the  extent  any such  representation  or
warranty is stated to relate solely to an earlier date, (ii) such Acquisition is
consummated  on  a  non-hostile  basis  pursuant  to  a  negotiated  acquisition
agreement approved by the board of directors or other applicable  governing body
of the  seller or entity  to be  acquired,  and no  material  challenge  to such
Acquisition  (excluding  the exercise of appraisal  rights)  shall be pending or
threatened  by any  shareholder  or  director  of the  seller  or  entity  to be
acquired,  (iii) the business to be acquired in such  Acquisition  is reasonably
related to one or more of the fields of  enterprise in which the Company and its
Subsidiaries  are  engaged  on the  date  hereof,  (iv)  as of the  date  of the
consummation  of such  Acquisition,  all material  governmental  and third party
approvals required in connection  therewith shall have been obtained and (v) the
Purchase Price of such Acquisition  shall be paid solely through the issuance of
Equity Interests of the Company.

                                       13
<PAGE>
     "Person"  means any  natural  person,  corporation,  firm,  joint  venture,
partnership, limited liability company, association,  enterprise, trust or other
entity or  organization,  or any  government  or  political  subdivision  or any
agency, department or instrumentality thereof.

     "Plan" means an employee  pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum  funding  standards  under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

     "Pricing Schedule" means the Schedule attached hereto identified as such.

     "Prime  Rate"  means a rate per annum  equal to the prime rate of  interest
announced from time to time by Bank One or its parent (which is not  necessarily
the lowest rate charged to any  customer),  changing when and as said prime rate
changes.

     "Property" of a Person means any and all property,  whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

     "Pro Rata Share"  means,  with  respect to a Lender,  a portion  equal to a
fraction the numerator of which is such Lender's  Commitment and the denominator
of which is the Aggregate Commitment.

     "Purchase Price" means the total consideration and other amounts payable in
connection with any Acquisition,  including,  without limitation, any portion of
the  consideration  payable in cash,  the value of any Equity  Interests  of the
Company or any Subsidiary  issued as  consideration  for such  Acquisition,  all
Indebtedness,  liabilities  and  contingent  obligations  incurred or assumed in
connection with such Acquisition and all transaction costs and expenses incurred
in connection with such Acquisition.

     "Purchasers" is defined in Section 12.3.1.

     "Rate Management Transaction" means any transaction (including an agreement
with  respect  thereto)  now  existing or  hereafter  entered  into  between any
Borrower and any Lender or affiliate  thereof which is a rate swap,  basis swap,
forward rate transaction,  commodity swap,  commodity  option,  equity or equity
index swap,  equity or equity index option,  bond option,  interest rate option,
foreign  exchange  transaction,  cap  transaction,  floor  transaction,   collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction,  currency option or any other similar  transaction  (including
any  option  with  respect  to any of  these  transactions)  or any  combination
thereof,  whether  linked to one or more  interest  rates,  foreign  currencies,
commodity prices, equity prices or other financial measures.

     "Rate Management  Obligations" of a Person means any and all obligations of
such  Person,  whether  absolute or  contingent  and  howsoever  and  whensoever
created, arising, evidenced or acquired (including all renewals,  extensions and
modifications  thereof and substitutions  therefor),  under (i) any and all Rate
Management  Transactions,  and  (ii)  any  and  all  cancellations,  buy  backs,
reversals, terminations or assignments of any Rate Management Transactions.

                                       14
<PAGE>
     "Regulation D" means  Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation  or official  interpretation  of said Board of Governors  relating to
reserve requirements applicable to member banks of the Federal Reserve System.

     "Regulation U" means  Regulation U of the Board of Governors of the Federal
Reserve  System  as from  time to time in  effect  and any  successor  or  other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of  purchasing  or carrying  margin
stocks applicable to member banks of the Federal Reserve System.

     "Reimbursement  Obligations"  means,  at any  time,  the  aggregate  of all
obligations  of the Borrowers then  outstanding  under Section 2.19 to reimburse
the LC Issuer  for  amounts  paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

     "Rentals" of a Person means the  aggregate  fixed  amounts  payable by such
Person under any Operating Lease.

     "Reportable  Event" means a reportable  event as defined in Section 4043 of
ERISA and the  regulations  issued under such  section,  with respect to a Plan,
excluding,  however,  such events as to which the PBGC has by regulation  waived
the  requirement of Section  4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event,  provided,  however, that a failure to meet the
minimum funding  standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

     "Reports" is defined in Section 9.6.

     "Required  Lenders" means three or more Lenders in the aggregate  having at
least 51% of the Aggregate  Commitment or, if the Aggregate  Commitment has been
terminated,  Lenders  in the  aggregate  holding  at least 51% of the  Aggregate
Outstanding Credit Exposure.

     "Reserve  Requirement"  means,  with  respect to an  Interest  Period,  the
maximum  aggregate  reserve  requirement  (including  all  basic,  supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

     "Revolving Loan" means,  with respect to a Lender,  such Lender's loan made
pursuant  to its  commitment  to lend set forth in Section  2.1 or  pursuant  to
Section 2.4.4 (or any conversion or continuation thereof).

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

     "Sale  and  Leaseback  Transaction"  means  any sale or other  transfer  of
Property by any Person with the intent to lease such Property as lessee.

     "Schedule" refers to a specific schedule to this Agreement,  unless another
document is specifically referenced.

                                       15
<PAGE>
     "Section"  means a  numbered  section  of this  Agreement,  unless  another
document is specifically referenced.

     "Secured Obligations" means, collectively, (i) the Obligations and (ii) all
Rate Management Obligations owing to any Lender or any affiliate of any Lender.

     "Single Employer Plan" means a Plan maintained by the Company or any member
of the  Controlled  Group for  employees  of the  Company  or any  member of the
Controlled Group.

     "Subordinated  Indebtedness"  of a Person  means any  Indebtedness  of such
Person  the  payment  of  which  is  subordinated  to  payment  of  the  Secured
Obligations and all of the terms (including  subordination terms) and conditions
of which are reasonably  satisfactory to the Required  Lenders,  as evidenced in
writing.

     "Subsidiary"  of a Person  means (i) any  corporation  more than 50% of the
outstanding  securities  having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its  Subsidiaries or by such Person and one or more of its  Subsidiaries,  or
(ii) any partnership,  limited liability company, association,  joint venture or
similar business  organization  more than 50% of the ownership  interests having
ordinary  voting  power  of which  shall at the time be so owned or  controlled.
Unless otherwise  expressly  provided,  all references  herein to a "Subsidiary"
shall mean a Subsidiary of the Company.

     "Substantial  Portion"  means,  with respect to the Property of the Company
and its  Subsidiaries,  Property  which  (i)  represents  more  than  10% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated  financial statements of the Company and its Subsidiaries as at the
end of the  four-fiscal  quarter period ending  immediately  prior to the fiscal
quarter in which such  determination  is made, or (ii) is  responsible  for more
than 10% of the  consolidated net sales or of the consolidated net income of the
Company and its Subsidiaries as reflected in the financial  statements  referred
to in clause (i) above.

     "Swing Line Borrowing Notice" is defined in Section 2.4.2.

     "Swing Line  Lender"  means Bank One or such other Lender which may succeed
to its rights and obligations as Swing Line Lender pursuant to the terms of this
Agreement.

     "Swing Line Loan" means a Loan made  available to any Borrower by the Swing
Line Lender pursuant to Section 2.4.

     "Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, but excluding Excluded Taxes and Other Taxes.

     "Transferee" is defined in Section 12.4.

     "Type"  means,  with respect to any Advance,  its nature as a Floating Rate
Advance or a Eurodollar Advance.

                                       16
<PAGE>
     "Unfunded Liabilities" means the amount (if any) by which the present value
of all vested and unvested  accrued  benefits  under all Single  Employer  Plans
exceeds  the fair  market  value  of all  such  Plan  assets  allocable  to such
benefits,  all  determined  as of the then most recent  valuation  date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

     "Unmatured  Default"  means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

     "Wholly-Owned  Subsidiary"  of a Person means (i) any Subsidiary all of the
outstanding voting securities having ordinary voting power of which shall at the
time be owned or controlled,  directly or  indirectly,  by such Person or one or
more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more
Wholly-Owned  Subsidiaries  of such  Person,  or (ii) any  partnership,  limited
liability company,  association,  joint venture or similar business organization
100% of the ownership  interests  having ordinary voting power of which shall at
the time be so owned or controlled.

     "Wireless Technology Group" means Aerocom, Inc. a Maryland corporation, and
Anacom Systems Corporation, an Arizona corporation.

     "Work-in-Progress  Report" means a written report substantially in the form
of Exhibit F attached hereto.

     The foregoing  definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

                                   ARTICLE II

                                   THE CREDITS

     2.1 COMMITMENT.  (a) From and including the Effective Date and prior to the
Facility  Termination  Date,  each  Lender  severally  agrees,  on the terms and
conditions set forth in this  Agreement,  to (i) make Loans to the Borrowers and
(ii)  participate  in Facility  LCs issued  upon the  request of the  Borrowers,
PROVIDED  that,  after  giving  effect  to the  making of each such Loan and the
issuance of each such Facility LC, (i) such Lender's Outstanding Credit Exposure
shall not exceed  its  maximum  Commitment  and (ii) the  Aggregate  Outstanding
Credit Exposure shall not exceed the Maximum Credit Amount. Subject to the terms
of this  Agreement,  the  Borrowers  may borrow,  repay and reborrow at any time
prior to the  Facility  Termination  Date.  The  Commitments  to  extend  credit
hereunder  shall expire on the  Facility  Termination  Date.  The LC Issuer will
issue  Facility LCs hereunder on the terms and  conditions  set forth in Section
2.19.

         (b) At any time no Default or Unmatured Default has occurred and is
continuing,  the Company may, by notice to the Agent, request that, on the terms
and subject to the conditions  contained in this  Agreement,  the Lenders and/or
other  financial  institutions  not  then a party  to this  Agreement  that  are
satisfactory to the Agent and the Company  provide up to an aggregate  amount of
$50,000,000 in additional  Commitments.  Upon receipt of such notice,  the Agent
shall use all  commercially  reasonable  efforts to arrange  for the  Lenders or
other financial  institutions to provide such additional  Commitments;  PROVIDED
that the Agent will first offer each of the Lenders that then has a Commitment a

                                       17
<PAGE>
pro  rata  portion  (based  upon  the  Commitments  at such  time)  of any  such
additional Commitments. Alternatively, any Lender may commit to provide the full
amount of the requested  additional  Commitments and then offer portions of such
additional  Commitments  to the other Lenders or other  financial  institutions,
subject to the proviso in the immediately preceding sentence.  Nothing contained
in this  paragraph  or  otherwise  in this  Agreement  is intended to commit any
Lender or the Agent to provide any portion of any such  additional  Commitments.
If and to the extent that any Lenders and/or other financial institutions agree,
in their sole discretion,  to provide any such additional  Commitments,  (i) the
Aggregate  Commitment  shall  be  increased  by the  amount  of  the  additional
Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective
Lenders in respect of the Commitments  shall be adjusted  accordingly,  (iii) at
such time and in such  manner as the  Borrowers  and the Agent  shall  agree (it
being  understood  that the  Borrowers  and the Agent will use all  commercially
reasonable  efforts to avoid the  prepayment  or  assignment  of any  Eurodollar
Advance  on a day  other  than the last day of the  Interest  Period  applicable
thereto),  the Lenders shall assign and assume  outstanding  Revolving Loans and
participations  in L/C  Obligations  so as to cause the amount of such Revolving
Loans and  participations  in L/C Obligations  held by each Lender to conform to
the respective percentages of the applicable Commitments of the Lenders and (iv)
the Borrowers  shall execute and deliver  supplements  to this  Agreement or any
other  Loan  Documents  and any  additional  Notes as the Agent  may  reasonably
request.

     2.2  REQUIRED  PAYMENTS;  TERMINATION.  The  Aggregate  Outstanding  Credit
Exposure and all other unpaid Obligations shall be paid in full by the Borrowers
on the Facility Termination Date.

     2.3 RATABLE LOANS;  TYPES OF ADVANCES.  Each Advance  hereunder (other than
any Swing Line Loan)  shall  consist of  Revolving  Loans made from the  several
Lenders  ratably in  proportion to the ratio that their  respective  Commitments
bear to the Aggregate Commitment.  The Advances may be Floating Rate Advances or
Eurodollar  Advances,  or a  combination  thereof,  selected  by the  applicable
Borrower in accordance  with Sections 2.8 and 2.9, or Swing Line Loans  selected
by the applicable Borrower in accordance with Section 2.4.

     2.4 SWING LINE LOANS.

          2.4.1.  AMOUNT  OF SWING  LINE  LOANS.  Upon the  satisfaction  of the
     conditions  precedent set forth in Section 4.2 and, if such Swing Line Loan
     is  to  be  made  on  the  date  of  the  initial  Advance  hereunder,  the
     satisfaction of the conditions  precedent set forth in Section 4.1 as well,
     from and  including  the date of this  Agreement  and prior to the Facility
     Termination  Date,  the Swing Line  Lender in its sole  discretion,  on the
     terms and conditions set forth in this Agreement, may make Swing Line Loans
     to the Borrowers from time to time in an aggregate  principal amount not to
     exceed $5,000,000 at any one time outstanding,  PROVIDED that the Aggregate
     Outstanding Credit Exposure shall not at any time exceed the Maximum Credit
     Amount, and PROVIDED FURTHER that at no time shall the sum of (i) the Swing
     Line  Lender's  Pro Rata  Share of the  Swing  Line  Loans,  PLUS  (ii) the
     outstanding  Revolving Loans made by the Swing Line Lender,  PLUS (iii) the
     Swing Line Lender's Pro Rata Share of the LC  Obligations  exceed the Swing
     Line Lender's maximum Commitment at such time. Subject to the terms of this

                                       18
<PAGE>
     Agreement, the Borrowers may borrow, repay and reborrow Swing Line Loans at
     any time prior to the Facility Termination Date.

          2.4.2.  BORROWING NOTICE. The applicable Borrower shall deliver to the
     Agent and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing
     Notice") not later than noon (Phoenix, Arizona local time) on the Borrowing
     Date of each Swing Line Loan,  specifying (i) the applicable Borrowing Date
     (which date shall be a Business Day), and (ii) the aggregate  amount of the
     requested Swing Line Loan, which shall be an amount not less than $100,000.
     The Swing  Line  Loans  shall  bear  interest  at the  Floating  Rate.  The
     Borrowers  may not  request  more than four  Swing  Line  Loans  during any
     calendar month.

          2.4.3.  MAKING OF SWING LINE LOANS.  Promptly after receipt of a Swing
     Line Borrowing Notice,  the Agent shall notify each Lender by fax, or other
     similar form of  transmission,  of the requested Swing Line Loan. Not later
     than 2:00 p.m.  (Phoenix,  Arizona local time) on the applicable  Borrowing
     Date,  the Swing Line  Lender may make  available  the Swing Line Loan,  in
     funds  immediately  available  in  Phoenix,  Arizona,  to the  Agent at its
     address  specified  pursuant to Article XIII.  The Agent will promptly make
     the  funds  so  received  from  the  Swing  Line  Lender  available  to the
     applicable Borrower on the Borrowing Date at the Agent's aforesaid address.

          2.4.4.  REPAYMENT  OF SWING LINE LOANS.  Each Swing Line Loan shall be
     paid in full by the applicable  Borrower on the Facility  Termination Date.
     In addition,  the Swing Line Lender may, at any time in its sole discretion
     with  respect  to any  outstanding  Swing Line Loan,  require  each  Lender
     (including the Swing Line Lender) to make a Revolving Loan in the amount of
     such  Lender's  Pro Rata Share of such Swing Line Loan,  for the purpose of
     repaying such Swing Line Loan. Not later than noon (Phoenix,  Arizona local
     time) on the date of any notice  received  pursuant to this Section  2.4.4,
     each Lender shall make  available  its required  Revolving  Loan,  in funds
     immediately  available  in  Phoenix,  Arizona  to the Agent at its  address
     specified  pursuant to Article XIII.  Revolving Loans made pursuant to this
     Section 2.4.4 shall  initially be Floating Rate Loans and thereafter may be
     continued as Floating Rate Loans or converted into Eurodollar  Loans in the
     manner  provided  in Section 2.9 and  subject to the other  conditions  and
     limitations  set  forth in this  Article  II.  Unless a Lender  shall  have
     notified  the Swing Line  Lender,  prior to its making any Swing Line Loan,
     that any  applicable  condition  precedent set forth in Sections 4.1 or 4.2
     had not then been  satisfied,  such Lender's  obligation to make  Revolving
     Loans  pursuant  to this  Section  2.4.4 to repay Swing Line Loans shall be
     unconditional,  continuing,  irrevocable  and  absolute  and  shall  not be
     affected  by any  circumstances,  including,  without  limitation,  (a) any
     set-off, counterclaim, recoupment, defense or other right which such Lender
     may have against the Agent, the Swing Line Lender or any other Person,  (b)
     the occurrence or continuance  of a Default or Unmatured  Default,  (c) any
     adverse  change in the condition  (financial or otherwise) of any Borrower,
     or (d) any other circumstances, happening or event whatsoever. In the event
     that any Lender  fails to make payment to the Agent of any amount due under
     this  Section  2.4.4,  the Agent shall be  entitled to receive,  retain and
     apply against such obligation the principal and interest  otherwise payable
     to such Lender  hereunder  until the Agent  receives such payment from such
     Lender or such obligation is otherwise fully satisfied.  In addition to the

                                       19
<PAGE>
     foregoing,  if for any reason any Lender fails to make payment to the Agent
     of any amount due under this Section 2.4.4, such Lender shall be deemed, at
     the option of the Agent, to have unconditionally and irrevocably  purchased
     from the Swing Line  Lender,  without  recourse or  warranty,  an undivided
     interest and  participation in the applicable Swing Line Loan in the amount
     of  such  Revolving  Loan,  and  such  interest  and  participation  may be
     recovered  from such Lender  together with interest  thereon at the Federal
     Funds Effective Rate for each day during the period  commencing on the date
     of demand and ending on the date such amount is received.

     2.5  COMMITMENT  FEE;  REDUCTIONS  IN AGGREGATE  COMMITMENT.  The Borrowers
jointly and  severally  agree to pay to the Agent for the account of each Lender
according  to its Pro Rata Share a  commitment  fee at a per annum rate equal to
the Applicable Fee Rate on the average daily Available Aggregate Commitment from
the last  Payment Date on which the  commitment  fee was paid under the Original
Agreement  to and  including  the  Facility  Termination  Date,  payable on each
Payment Date  hereafter with respect to the fee accrued to but not including the
first day of each month and on the  Facility  Termination  Date,  PROVIDED  that
Swing Line Loans  shall not count as usage of any  Lender's  Commitment  for the
purpose of  calculating  the  commitment  fee due  hereunder.  The  Company  may
permanently  reduce the Aggregate  Commitment in whole, or in part ratably among
the Lenders in integral  multiples of  $5,000,000,  upon at least three Business
Days' written notice to the Agent,  which notice shall specify the amount of any
such reduction,  PROVIDED,  HOWEVER, that the amount of the Aggregate Commitment
may not be reduced below the Aggregate Outstanding Credit Exposure.  All accrued
commitment fees shall be payable on the effective date of any termination of the
obligations of the Lenders to make Credit Extensions hereunder.

     2.6 MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be in the
minimum  amount of  $3,000,000  (and in  multiples  of  $1,000,000  if in excess
thereof),  and each  Floating  Rate  Advance  shall be in the minimum  amount of
$3,000,000  (and in multiples of  $1,000,000  if in excess  thereof),  PROVIDED,
HOWEVER,  that any Floating  Rate Advance may be in the amount of the  Available
Credit Amount.

     2.7 PREPAYMENTS.

          2.7.1.  OPTIONAL  PRINCIPAL  PAYMENTS.  The Borrowers may from time to
     time pay,  without  penalty  or  premium,  all  outstanding  Floating  Rate
     Advances,  or, in a minimum  aggregate amount of $3,000,000 or any integral
     multiple of $1,000,000 in excess  thereof,  any portion of the  outstanding
     Floating Rate  Advances upon one Business  Day's prior notice to the Agent.
     The  Borrowers  may at any  time  pay,  without  penalty  or  premium,  all
     outstanding  Swing Line  Loans,  or, in a minimum  amount of  $100,000  and
     increments  of $50,000 in excess  thereof,  any portion of the  outstanding
     Swing Line  Loans,  with  notice to the Agent and the Swing Line  Lender by
     11:00 a.m.  (Phoenix,  Arizona  local time) on the date of  repayment.  The
     Borrowers may from time to time pay,  subject to the payment of any funding
     indemnification  amounts  required by Section  3.4 but  without  penalty or
     premium, all outstanding  Eurodollar  Advances,  or, in a minimum aggregate
     amount of  $3,000,000  or any  integral  multiple of  $1,000,000  in excess
     thereof,  any portion of the  outstanding  Eurodollar  Advances  upon three
     Business Days' prior notice to the Agent.

                                       20
<PAGE>
          2.7.2.  MANDATORY  PREPAYMENTS.  (a) In  the  event  of any  Financing
     consisting of an issuance of Equity  Interests  occurring within six months
     after the Effective Date, upon the receipt by the Company or any Subsidiary
     of the Net Cash  Proceeds  thereof,  the  Borrowers  shall make a mandatory
     prepayment of the Loans in an amount equal to 50% of the aggregate Net Cash
     Proceeds of all such  Financings in excess of  $20,000,000.  Simultaneously
     with each such prepayment,  the Aggregate Commitment shall automatically be
     permanently  reduced,  ratably among the Lenders, in an amount equal to the
     amount of such  prepayment.  In the  event of any  Financing  other  than a
     Financing  described in the first sentence of this Section  2.7.2(a),  upon
     the  receipt by the  Company  or any  Subsidiary  of the Net Cash  Proceeds
     thereof, the Borrowers shall make a mandatory prepayment of the Loans in an
     amount  equal to 100% of such Net Cash  Proceeds,  if such  Financing is an
     issuance of Equity  Interests,  or 50% of such Net Cash  Proceeds,  if such
     Financing  is  an  issuance  of  Indebtedness.   Simultaneously  with  such
     prepayment,  the Aggregate  Commitment  shall  automatically be permanently
     reduced,  ratably among the Lenders, in an amount equal to 100% of such Net
     Cash Proceeds, if such Financing is an issuance of Equity Interests, or 50%
     of  such  Net  Cash   Proceeds,   if  such  Financing  is  an  issuance  of
     Indebtedness.

          (b) In the  event of any Asset  Sale by the  Company  or any  Domestic
     Subsidiary  of the  Company,  other than Asset Sales  permitted  by Section
     6.13(i), (ii), (iii) and (iv), upon receipt by the Company or such Domestic
     Subsidiary of the Net Cash  Proceeds  thereof,  the Borrowers  shall make a
     mandatory  prepayment of the Loans in an amount equal to the amount of such
     Net Cash  Proceeds.  Simultaneously  with such  prepayment,  the  Aggregate
     Commitment shall  automatically be permanently  reduced,  ratably among the
     Lenders, in an amount equal to the amount of such mandatory prepayment.

          (c) If at any time and for any  reason  the  amount  of the  Aggregate
     Outstanding   Credit  Exposure  exceeds  the  Maximum  Credit  Amount,  the
     Borrowers shall immediately make a mandatory  prepayment of the Loans in an
     amount equal to such excess.

     Nothing in this Section 2.7.2 shall be construed to constitute the Lenders'
     consent to any  transaction  which is otherwise  prohibited by the terms of
     this Agreement.

     2.8 METHOD OF SELECTING  TYPES AND INTEREST  PERIODS FOR NEW ADVANCES.  The
applicable  Borrower  shall  select the Type of Advance and, in the case of each
Eurodollar  Advance,  the Interest Period applicable  thereto from time to time.
The applicable  Borrower shall give the Agent  irrevocable  notice (a "Borrowing
Notice") not later than 9:00 a.m. (Phoenix, Arizona local time) on the Borrowing
Date of each  Floating  Rate  Advance  (other  than a Swing Line Loan) and three
Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

     (i)  the Borrowing Date, which shall be a Business Day, of such Advance,

     (ii) the aggregate amount of such Advance,

    (iii) the Type of Advance selected, and

     (iv) in the case of each Eurodollar Advance, the Interest Period applicable
          thereto.

                                       21
<PAGE>
Not later than noon (Phoenix,  Arizona local time) on each Borrowing  Date, each
Lender shall make available its Loan or Loans in funds immediately  available in
Phoenix, Arizona to the Agent at its address specified pursuant to Article XIII.
The Agent will make the funds so  received  from the  Lenders  available  to the
applicable Borrower at the Agent's aforesaid address.

     2.9 CONVERSION AND  CONTINUATION  OF  OUTSTANDING  ADVANCES.  Floating Rate
Advances  (other than Swing Line Loans) shall continue as Floating Rate Advances
unless and until such  Floating  Rate  Advances are  converted  into  Eurodollar
Advances  pursuant to this Section 2.9 or are repaid in accordance  with Section
2.7. Each  Eurodollar  Advance shall continue as a Eurodollar  Advance until the
end of the  then  applicable  Interest  Period  therefor,  at  which  time  such
Eurodollar Advance shall be automatically converted into a Floating Rate Advance
unless (x) such  Eurodollar  Advance is or was repaid in accordance with Section
2.7  or  (y)  the   applicable   Borrower   shall   have   given   the  Agent  a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period,  such Eurodollar  Advance continue as a Eurodollar Advance
for the same or another  Interest  Period.  Subject to the terms of Section 2.6,
the  applicable  Borrower may elect from time to time to convert all or any part
of a Floating  Rate  Advance  (other  than a Swing Line Loan) into a  Eurodollar
Advance.  The  applicable  Borrower shall give the Agent  irrevocable  notice (a
"Conversion/Continuation  Notice") of each conversion of a Floating Rate Advance
into a Eurodollar Advance or continuation of a Eurodollar Advance not later than
10:00 a.m.  (Phoenix,  Arizona local time) at least three Business Days prior to
the date of the requested conversion or continuation, specifying:

     (i)  the requested date,  which shall be a Business Day, of such conversion
          or continuation,

     (ii) the aggregate  amount and Type of the Advance which is to be converted
          or continued, and

    (iii) the amount of such Advance which is to be converted  into or continued
          as a  Eurodollar  Advance  and the  duration  of the  Interest  Period
          applicable thereto.

     2.10 CHANGES IN INTEREST RATE,  ETC. Each Floating Rate Advance (other than
a Swing Line Loan)  shall bear  interest  on the  outstanding  principal  amount
thereof,  for each day from and  including  the date such  Advance is made or is
automatically  converted from a Eurodollar  Advance into a Floating Rate Advance
pursuant to Section  2.9, to but  excluding  the date it is paid or is converted
into a Eurodollar  Advance  pursuant to Section 2.9 hereof,  at a rate per annum
equal to the  Floating  Rate for such  day.  Each  Swing  Line Loan  shall  bear
interest on the  outstanding  principal  amount  thereof,  for each day from and
including  the day such Swing Line Loan is made to but  excluding the date it is
paid,  at a rate per annum equal to the Floating  Rate for such day.  Changes in
the rate of interest on that  portion of any  Advance  maintained  as a Floating
Rate Advance will take effect  simultaneously  with each change in the Alternate
Base Rate.  Each  Eurodollar  Advance  shall bear  interest  on the  outstanding
principal amount thereof from and including the first day of the Interest Period
applicable  thereto to (but not including) the last day of such Interest  Period
at the interest rate  determined  by the Agent as applicable to such  Eurodollar
Advance based upon the applicable  Borrower's  selections under Sections 2.8 and
2.9 and otherwise in accordance  with the terms hereof.  No Interest  Period may
end after the Facility Termination Date.

                                       22
<PAGE>
     2.11  RATES  APPLICABLE  AFTER  DEFAULT.  Notwithstanding  anything  to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default or
Unmatured  Default the Required  Lenders may, at their option,  by notice to the
Borrowers  (which  notice may be revoked at the option of the  Required  Lenders
notwithstanding  any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest  rates),  declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required  Lenders may, at their  option,  by notice to the Borrowers
(which   notice  may  be  revoked  at  the  option  of  the   Required   Lenders
notwithstanding  any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates),  declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable  Interest  Period at the
rate otherwise  applicable to such Interest Period plus 3% per annum,  (ii) each
Floating  Rate  Advance  shall bear  interest  at a rate per annum  equal to the
Floating Rate in effect from time to time plus 3% per annum and (iii) the LC Fee
shall be increased by 3% per annum,  provided that,  during the continuance of a
Default  under  Section 7.6 or 7.7, the interest  rates set forth in clauses (i)
and (ii) above and the  increase  in the LC Fee set forth in clause  (iii) above
shall be applicable to all Credit  Extensions  without any election or action on
the part of the Agent or any Lender.

     2.12 METHOD OF PAYMENT. All payments of the Obligations  hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Agent at the Agent's  address  specified  pursuant to Article XIII, or at
any other Lending Installation of the Agent specified in writing by the Agent to
the Borrowers,  by noon (local time) on the date when due and shall (except with
respect  to  repayments  of  Swing  Line  Loans,  in the  case of  Reimbursement
Obligations  for which  the LC  Issuer  has not been  fully  indemnified  by the
Lenders, or as otherwise  specifically required hereunder) be applied ratably by
the Agent among the Lenders. Each payment delivered to the Agent for the account
of any Lender  shall be  delivered  promptly  by the Agent to such Lender in the
same type of funds that the Agent received at its address specified  pursuant to
Article XIII or at any Lending  Installation  specified in a notice  received by
the Agent from such Lender. The Agent is hereby authorized to charge the account
of any  Borrower  maintained  with  Bank  One for  each  payment  of  principal,
interest,  Reimbursement  Obligations and fees as it becomes due hereunder. Each
reference to the Agent in this  Section 2.12 shall also be deemed to refer,  and
shall apply equally,  to the LC Issuer,  in the case of payments  required to be
made by the Borrowers to the LC Issuer pursuant to Section 2.19.6.

     2.13 NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.

          (i) Each Lender shall  maintain in accordance  with its usual practice
an account or accounts  evidencing  the  indebtedness  of the  Borrowers to such
Lender resulting from each Loan made by such Lender from time to time, including
the amounts of principal and interest  payable and paid to such Lender from time
to time hereunder.

          (ii) The Agent  shall also  maintain  accounts in which it will record
(a) the amount of each Loan made  hereunder,  the Type  thereof and the Interest
Period with respect thereto, (b) the amount of any principal or interest due and
payable  or to  become  due and  payable  from  the  Borrowers  to  each  Lender
hereunder,  (c) the original stated amount of each Facility LC and the amount of
LC  Obligations  outstanding at any time, and (d) the amount of any sum received
by the Agent hereunder from the Borrowers and each Lender's share thereof.

                                       23
<PAGE>
          (iii) The entries  maintained in the accounts  maintained  pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; PROVIDED, HOWEVER, that the failure
of the Agent or any Lender to maintain  such accounts or any error therein shall
not  in any  manner  affect  the  obligation  of  the  Borrowers  to  repay  the
Obligations in accordance with their terms.

          (iv)  Any  Lender  may  request  that  its  Loans  be  evidenced  by a
promissory  note or,  in the case of the Swing  Line  Lender,  promissory  notes
representing   its   Revolving   Loans  and  Swing  Line  Loans,   respectively,
substantially  in the form of Exhibit D-1 or D-2, as applicable (each a "Note").
In such event,  each Borrower shall prepare,  execute and deliver to such Lender
such Note or Notes  payable to the order of such Lender.  Thereafter,  the Loans
evidenced by each such Note and interest  thereon shall at all times  (including
after any  assignment  pursuant to Section 12.3) be  represented  by one or more
Notes payable to the order of the payee named  therein or any assignee  pursuant
to  Section  12.3,  except  to the  extent  that any  such  Lender  or  assignee
subsequently returns any such Note for cancellation and requests that such Loans
once again be  evidenced as described  in  paragraphs  (i) and (ii) above.

     2.14 TELEPHONIC NOTICES. The Borrowers hereby authorize the Lenders and the
Agent to extend,  convert or continue  Advances,  effect  selections of Types of
Advances and to transfer funds based on telephonic notices made by any person or
persons the Agent or any Lender in good faith believes to be acting on behalf of
the  Borrowers,   it  being  understood  that  the  foregoing  authorization  is
specifically  intended to allow  Borrowing  Notices and  Conversion/Continuation
Notices to be given telephonically.  Each Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written  confirmation  differs in any material  respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

     2.15 INTEREST  PAYMENT DATES;  INTEREST AND FEE BASIS.  Interest accrued on
each  Floating  Rate  Advance to but not  including  the first day of each month
shall be payable on each Payment  Date,  commencing  with the first such date to
occur after the date hereof,  and at maturity,  whether due to  acceleration  or
otherwise.  Interest accrued on each Eurodollar Advance to but not including the
first day of each month shall be payable on each Payment Date,  commencing  with
the first such date to occur after the date hereof, and at maturity,  whether by
acceleration or otherwise.  Interest, commitment fees, LC Fees and fronting fees
with respect to Facility LCs shall be calculated  for actual days elapsed on the
basis of a 360-day  year.  Interest  shall be payable  for the day an Advance is
made  but not for  the day of any  payment  on the  amount  paid if  payment  is
received  prior to noon (local time) at the place of payment.  If any payment of
principal of or interest on an Advance  shall become due on a day which is not a
Business  Day, such payment  shall be made on the next  succeeding  Business Day
and,  in the  case of a  principal  payment,  such  extension  of time  shall be
included in computing interest in connection with such payment.

                                       24
<PAGE>
     2.16 NOTIFICATION OF ADVANCES,  INTEREST RATES,  PREPAYMENTS AND COMMITMENT
REDUCTIONS. Promptly after receipt thereof, the Agent will notify each Lender of
the contents of each Aggregate  Commitment  reduction notice,  Borrowing Notice,
Swing Line  Borrowing  Notice,  Conversion/Continuation  Notice,  and  repayment
notice received by it hereunder.  Promptly after notice from the LC Issuer,  the
Agent will notify each Lender of the  contents of each request for issuance of a
Facility LC  hereunder.  The Agent will notify each Lender of the interest  rate
applicable  to each  Eurodollar  Advance  promptly  upon  determination  of such
interest  rate and will give each  Lender  prompt  notice of each  change in the
Alternate Base Rate.

     2.17  LENDING  INSTALLATIONS.  Each  Lender  may  book  its  Loans  and its
participation  in any LC Obligations and the LC Issuer may book the Facility LCs
at any Lending  Installation  selected  by such Lender or the LC Issuer,  as the
case may be, and may  change its  Lending  Installation  from time to time.  All
terms of this  Agreement  shall apply to any such Lending  Installation  and the
Loans,  Facility  LCs,  participations  in LC  Obligations  and any Notes issued
hereunder shall be deemed held by each Lender or the LC Issuer,  as the case may
be, for the  benefit of any such  Lending  Installation.  Each Lender and the LC
Issuer may, by written notice to the Agent and the Borrowers in accordance  with
Article XIII, designate  replacement or additional Lending Installations through
which  Loans  will be made by it or  Facility  LCs will be  issued by it and for
whose  account Loan  payments or payments with respect to Facility LCs are to be
made.

     2.18 NON-RECEIPT OF FUNDS BY THE AGENT. Unless any Borrower or a Lender, as
the case may be,  notifies  the Agent prior to the date on which it is scheduled
to make  payment to the Agent of (i) in the case of a Lender,  the proceeds of a
Loan or (ii) in the case of a Borrower, a payment of principal, interest or fees
to the Agent for the  account  of the  Lenders,  that it does not intend to make
such  payment,  the Agent may assume that such payment has been made.  The Agent
may, but shall not be obligated to, make the amount of such payment available to
the intended recipient in reliance upon such assumption.  If such Lender or such
Borrower,  as the case may be,  has not in fact made such  payment to the Agent,
the recipient of such payment shall, on demand by the Agent,  repay to the Agent
the amount so made available  together with interest  thereon in respect of each
day during the period  commencing on the date such amount was so made  available
by the Agent until the date the Agent  recovers  such amount at a rate per annum
equal to (x) in the case of payment by a Lender,  the  Federal  Funds  Effective
Rate for such day for the first three days and,  thereafter,  the interest  rate
applicable to the relevant Loan or (y) in the case of payment by such  Borrower,
the interest rate applicable to the relevant Loan.

     2.19 FACILITY LCS.

          2.19.1.  ISSUANCE.  The LC  Issuer  hereby  agrees,  on the  terms and
     conditions  set forth in this  Agreement,  to issue standby and  commercial
     letters of credit (each, a "Facility LC") and to renew,  extend,  increase,
     decrease or  otherwise  modify each  Facility LC  ("Modify,"  and each such
     action a "Modification"),  from time to time from and including the date of
     this Agreement and prior to the Facility  Termination Date upon the request
     of the  applicable  Borrower;  provided  that  immediately  after each such
     Facility  LC is  issued  or  Modified,  (i)  the  aggregate  amount  of the
     outstanding  LC  Obligations  shall  not  exceed  $10,000,000  and (ii) the
     Aggregate  Outstanding  Credit Exposure shall not exceed the Maximum Credit
     Amount.  No Facility LC shall have an expiry date later than the earlier of

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<PAGE>
     (x) the fifth Business Day prior to the Facility  Termination  Date and (y)
     one year after its issuance.  Each Facility LC may, upon the request of the
     applicable Borrower,  include a provision whereby such Facility LC shall be
     renewed  automatically for additional  consecutive  periods of 12 months or
     less (but not  beyond  the date  that is five  Business  Days  prior to the
     Facility  Termination  Date) unless the LC Issuer  notifies the beneficiary
     thereof at least 30 days prior to the then-applicable expiry date that such
     Facility LC will not be renewed.

          2.19.2.  PARTICIPATIONS.  Upon the issuance or  Modification by the LC
     Issuer of a Facility LC in accordance with this Section 2.19, the LC Issuer
     shall be  deemed,  without  further  action  by any party  hereto,  to have
     unconditionally  and irrevocably sold to each Lender, and each Lender shall
     be  deemed,   without   further  action  by  any  party  hereto,   to  have
     unconditionally   and   irrevocably   purchased  from  the  LC  Issuer,   a
     participation in such Facility LC (and each  Modification  thereof) and the
     related LC Obligations in proportion to its Pro Rata Share.

          2.19.3.  NOTICE.  Subject to Section 2.19.1,  the applicable  Borrower
     shall give the LC Issuer notice prior to 10:00 a.m. (Phoenix, Arizona local
     time) at least five Business Days prior to the proposed date of issuance or
     Modification of each Facility LC, specifying the beneficiary,  the proposed
     date of issuance (or Modification) and the expiry date of such Facility LC,
     and describing the proposed terms of such Facility LC and the nature of the
     transactions proposed to be supported thereby. Upon receipt of such notice,
     the LC Issuer shall promptly notify the Agent, and the Agent shall promptly
     notify  each  Lender,  of the  contents  thereof  and of the amount of such
     Lender's  participation  in such  proposed  Facility  LC. The  issuance  or
     Modification  by the LC Issuer of any Facility LC shall, in addition to the
     conditions precedent set forth in Article IV (the satisfaction of which the
     LC Issuer shall have no duty to  ascertain),  be subject to the  conditions
     precedent that such Facility LC shall be  satisfactory to the LC Issuer and
     that the  applicable  Borrower  shall  have  executed  and  delivered  such
     application agreement and/or such other instruments and agreements relating
     to such Facility LC as the LC Issuer shall have reasonably requested (each,
     a "Facility  LC  Application").  In the event of any  conflict  between the
     terms of this Agreement and the terms of any Facility LC  Application,  the
     terms of this Agreement shall control.

          2.19.4.  LC FEES. The Borrowers  jointly and severally agree to pay to
     the Agent,  for the account of the Lenders ratably in accordance with their
     respective  Pro Rata Shares,  with respect to each Facility LC, a letter of
     credit fee at the  Applicable  Fee Rate on the average daily undrawn stated
     amount  under such  Facility  LC, such fee to be payable in arrears on each
     Payment Date with respect to the fee accrued to but not including the first
     day of each month and on the Facility  Termination Date (the "LC Fee"). The
     Borrowers also jointly and severally  agree to pay to the LC Issuer for its
     own account  with  respect to each  Facility  LC, (x) a fronting fee at the
     rate of 0.25% per annum on the average daily undrawn  stated amount of such
     Facility  LC, such fee to be payable in arrears on each  Payment  Date with
     respect to the fee accrued to but not including the first day of each month
     and on the Facility  Termination  Date, and (y)  documentary and processing
     charges in connection  with the issuance or Modification of and draws under
     such Facility LC in accordance with the LC Issuer's  standard  schedule for
     such charges as in effect from time to time.

                                       26
<PAGE>
          2.19.5.  ADMINISTRATION;  REIMBURSEMENT BY LENDERS.  Upon receipt from
     the  beneficiary  of any  Facility LC of any demand for payment  under such
     Facility  LC,  the LC Issuer  shall  notify  the Agent and the Agent  shall
     promptly  notify the  applicable  Borrower  and each other Lender as to the
     amount  to be paid by the LC  Issuer  as a result  of such  demand  and the
     proposed payment date (the "LC Payment Date"). The responsibility of the LC
     Issuer  to the  applicable  Borrower  and  each  Lender  shall  be  only to
     determine that the documents  (including each demand for payment) delivered
     under each  Facility LC in  connection  with such  presentment  shall be in
     conformity  in all material  respects  with such Facility LC. The LC Issuer
     shall endeavor to exercise the same care in the issuance and administration
     of the  Facility  LCs as it does with respect to letters of credit in which
     no participations  are granted,  it being understood that in the absence of
     any gross  negligence or willful  misconduct by the LC Issuer,  each Lender
     shall be  unconditionally  and  irrevocably  liable  without  regard to the
     occurrence  of  any  Default  or any  condition  precedent  whatsoever,  to
     reimburse  the LC Issuer on demand for (i) such  Lender's Pro Rata Share of
     the amount of each payment made by the LC Issuer under each  Facility LC to
     the extent  such  amount is not  reimbursed  by the  Borrowers  pursuant to
     Section  2.19.6 below,  plus (ii)  interest on the  foregoing  amount to be
     reimbursed  by such  Lender,  for each day from the date of the LC Issuer's
     demand for such  reimbursement (or, if such demand is made after 11:00 a.m.
     (Phoenix,  Arizona  local  time) on such  date,  from  the next  succeeding
     Business  Day) to the date on which  such  Lender  pays  the  amount  to be
     reimbursed  by it, at a rate of  interest  per annum  equal to the  Federal
     Funds Effective Rate for the first three days and, thereafter, at a rate of
     interest equal to the rate applicable to Floating Rate Advances.

          2.19.6.   REIMBURSEMENT  BY  BORROWERS.  The  Borrowers,  jointly  and
     severally,  shall be irrevocably and unconditionally obligated to reimburse
     the LC Issuer on or before the  applicable  LC Payment Date for any amounts
     to be paid by the LC Issuer upon any drawing under any Facility LC, without
     presentment,  demand,  protest or other  formalities of any kind;  PROVIDED
     that neither any  Borrower  nor any Lender  shall hereby be precluded  from
     asserting any claim for direct (but not consequential)  damages suffered by
     such Borrower or such Lender to the extent, but only to the extent,  caused
     by (i) the  willful  misconduct  or gross  negligence  of the LC  Issuer in
     determining  whether a request presented under any Facility LC issued by it
     complied with the terms of such Facility LC or (ii) the LC Issuer's failure
     to pay under any Facility LC issued by it after the presentation to it of a
     request  strictly  complying with the terms and conditions of such Facility
     LC.  All such  amounts  paid by the LC Issuer and  remaining  unpaid by the
     Borrowers shall bear interest,  payable on demand,  for each day until paid
     at a rate per  annum  equal to (x) the rate  applicable  to  Floating  Rate
     Advances  for such day if such day falls on or  before  the  applicable  LC
     Payment  Date and (y) the sum of 3% per annum plus the rate  applicable  to
     Floating Rate Advances for such day if such day falls after such LC Payment
     Date. The LC Issuer will pay to each Lender ratably in accordance  with its
     Pro  Rata  Share  all  amounts  received  by  it  from  the  Borrowers  for
     application  in  payment,  in  whole  or  in  part,  of  the  Reimbursement
     Obligation in respect of any Facility LC issued by the LC Issuer,  but only
     to the extent such  Lender has made  payment to the LC Issuer in respect of
     such  Facility  LC  pursuant  to Section  2.19.5.  Subject to the terms and
     conditions of this Agreement  (including  without limitation the submission
     of a Borrowing  Notice in compliance with Section 2.8 and the  satisfaction
     of the  applicable  conditions  precedent  set forth in  Article  IV),  any
     Borrower may request an Advance hereunder for the purpose of satisfying any
     Reimbursement Obligation.

                                       27
<PAGE>
          2.19.7.  OBLIGATIONS ABSOLUTE.  The Borrowers'  obligations under this
     Section  2.19  shall  be  absolute  and  unconditional  under  any  and all
     circumstances  and  irrespective of any setoff,  counterclaim or defense to
     payment which any Borrower may have or have had against the LC Issuer,  any
     Lender or any  beneficiary  of a Facility LC. Each Borrower  further agrees
     with the LC Issuer and the Lenders that the LC Issuer and the Lenders shall
     not be responsible  for, and such  Borrower's  Reimbursement  Obligation in
     respect of any Facility LC shall not be affected  by,  among other  things,
     the validity or  genuineness of documents or of any  endorsements  thereon,
     even if such  documents  should in fact prove to be in any or all  respects
     invalid,  fraudulent  or  forged,  or any  dispute  between  or among  such
     Borrower, any of its Affiliates,  the beneficiary of any Facility LC or any
     financing  institution  or  other  party  to whom  any  Facility  LC may be
     transferred or any claims or defenses whatsoever of such Borrower or of any
     of its  Affiliates  against the  beneficiary of any Facility LC or any such
     transferee.  The LC Issuer  shall not be liable  for any  error,  omission,
     interruption or delay in transmission,  dispatch or delivery of any message
     or advice,  however  transmitted,  in connection with any Facility LC. Each
     Borrower  agrees  that any action  taken or omitted by the LC Issuer or any
     Lender under or in connection  with each Facility LC and the related drafts
     and  documents,  if done without gross  negligence  or willful  misconduct,
     shall be binding upon the  Borrowers and shall not put the LC Issuer or any
     Lender under any liability to any Borrower.  Nothing in this Section 2.19.7
     is intended to limit the right of any Borrower to make a claim  against the
     LC Issuer for damages as  contemplated by the proviso to the first sentence
     of Section 2.19.6.

          2.19.8. ACTIONS OF LC ISSUER. The LC Issuer shall be entitled to rely,
     and shall be fully  protected  in relying,  upon any  Facility  LC,  draft,
     writing,  resolution,  notice,  consent,  certificate,  affidavit,  letter,
     cablegram,  telegram, telecopy, telex or teletype message, statement, order
     or other document believed by it to be genuine and correct and to have been
     signed,  sent or made by the proper Person or Persons,  and upon advice and
     statements  of legal  counsel,  independent  accountants  and other experts
     selected  by the LC  Issuer.  The LC  Issuer  shall be fully  justified  in
     failing or refusing to take any action under this Agreement unless it shall
     first have received such advice or concurrence  of the Required  Lenders as
     it reasonably  deems  appropriate  or it shall first be  indemnified to its
     reasonable  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.  Notwithstanding  any other provision of this Section
     2.19, the LC Issuer shall in all cases be fully protected in acting,  or in
     refraining  from acting,  under this Agreement in accordance with a request
     of the Required  Lenders,  and such request and any action taken or failure
     to act  pursuant  thereto  shall be binding upon the Lenders and any future
     holders of a participation in any Facility LC.

          2.19.9.  INDEMNIFICATION.  The Borrowers  hereby jointly and severally
     agree to indemnify  and hold  harmless  each Lender,  the LC Issuer and the
     Agent, and their respective directors,  officers, agents and employees from
     and against any and all claims and damages, losses,  liabilities,  costs or

                                       28
<PAGE>
     expenses which such Lender,  the LC Issuer or the Agent may incur (or which
     may be  claimed  against  such  Lender,  the LC  Issuer or the Agent by any
     Person  whatsoever)  by  reason  of or in  connection  with  the  issuance,
     execution  and  delivery  or transfer of or payment or failure to pay under
     any  Facility  LC or  any  actual  or  proposed  use of  any  Facility  LC,
     including,  without limitation,  any claims, damages, losses,  liabilities,
     costs  or  expenses  which  the LC  Issuer  may  incur by  reason  of or in
     connection  with (i) the  failure of any other  Lender to fulfill or comply
     with  its  obligations  to the LC  Issuer  hereunder  (but  nothing  herein
     contained  shall  affect any  rights  any  Borrower  may have  against  any
     defaulting  Lender)  or (ii) by  reason of or on  account  of the LC Issuer
     issuing  any  Facility  LC which  specifies  that  the  term  "Beneficiary"
     included  therein  includes any  successor by operation of law of the named
     Beneficiary, but which Facility LC does not require that any drawing by any
     such successor  Beneficiary  be accompanied by a copy of a legal  document,
     satisfactory to the LC Issuer, evidencing the appointment of such successor
     Beneficiary; provided that the Borrowers shall not be required to indemnify
     any  Lender,  the LC Issuer or the Agent for any claims,  damages,  losses,
     liabilities,  costs or  expenses  to the  extent,  but only to the  extent,
     caused by (x) the willful  misconduct or gross  negligence of the LC Issuer
     in determining  whether a request  presented under any Facility LC complied
     with the terms of such  Facility LC or (y) the LC  Issuer's  failure to pay
     under any Facility LC after the  presentation  to it of a request  strictly
     complying  with the terms and  conditions of such  Facility LC.  Nothing in
     this Section  2.19.9 is intended to limit the  obligations of the Borrowers
     under any other provision of this Agreement.

          2.19.10.  LENDERS'  INDEMNIFICATION.  Each  Lender  shall,  ratably in
     accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates
     and their  respective  directors,  officers,  agents and  employees (to the
     extent  not  reimbursed  by  the  Borrowers)   against  any  cost,  expense
     (including  reasonable  counsel  fees and  disbursements),  claim,  demand,
     action,  loss or liability  (except  such as result from such  indemnitees'
     gross  negligence or willful  misconduct or the LC Issuer's  failure to pay
     under any Facility LC after the  presentation  to it of a request  strictly
     complying  with the  terms and  conditions  of the  Facility  LC) that such
     indemnitees may suffer or incur in connection with this Section 2.19 or any
     action taken or omitted by such indemnitees hereunder.

          2.19.11.  FACILITY LC COLLATERAL ACCOUNT. Each Borrower agrees that it
     will,  upon the request of the Agent or the Required  Lenders and until the
     final  expiration  date of any  Facility LC and  thereafter  as long as any
     amount is  payable  to the LC  Issuer  or the  Lenders  in  respect  of any
     Facility LC, maintain a special collateral account pursuant to arrangements
     satisfactory  to the Agent (the  "Facility LC  Collateral  Account") at the
     Agent's  office at the address  specified  pursuant to Article XIII, in the
     name of such Borrower but under the sole dominion and control of the Agent,
     for the  benefit of the Lenders  and in which such  Borrower  shall have no
     interest  other  than as set forth in Section  8.1.  Each  Borrower  hereby
     pledges,  assigns and grants to the Agent, on behalf of and for the ratable
     benefit of the  Lenders  and the LC Issuer,  a security  interest in all of
     such  Borrower's  right,  title and  interest in and to all funds which may
     from time to time be on deposit in the  Facility LC  Collateral  Account to
     secure the prompt and complete  payment and performance of the Obligations.

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<PAGE>
     The  Agent  will  invest  any  funds on  deposit  from  time to time in the
     Facility  LC  Collateral  Account  in  certificates  of deposit of Bank One
     having a maturity not  exceeding 30 days.  Nothing in this Section  2.19.11
     shall  either  obligate  the Agent to require  any  Borrower to deposit any
     funds in the Facility LC Collateral Account or limit the right of the Agent
     to release  any funds held in the  Facility LC  Collateral  Account in each
     case other than as required by Section 8.1.

          2.19.12.  RIGHTS  AS A LENDER.  In its  capacity  as a Lender,  the LC
     Issuer shall have the same rights and obligations as any other Lender.

     2.20 REPLACEMENT OF LENDER. If any Borrower is required pursuant to Section
3.1, 3.2 or 3.5 to make any additional  payment to any Lender or if any Lender's
obligation  to make or continue,  or to convert  Floating  Rate  Advances  into,
Eurodollar  Advances  shall be suspended  pursuant to Section 3.3 (any Lender so
affected  an  "Affected  Lender"),  the  Borrowers  may elect,  if such  amounts
continue to be charged or such  suspension is still  effective,  to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured  Default  shall have  occurred and be  continuing  at the time of such
replacement,  and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Company and
the Agent shall  agree,  as of such date,  to purchase for cash the Advances and
other  Obligations  due  to  the  Affected  Lender  pursuant  to  an  assignment
substantially  in the form of Exhibit C and to become a Lender for all  purposes
under this Agreement and to assume all  obligations of the Affected Lender to be
terminated as of such date and to comply with the  requirements  of Section 12.3
applicable to  assignments,  and (ii) the  Borrowers  shall pay to such Affected
Lender in same day funds on the day of such  replacement (A) all interest,  fees
and  other  amounts  then  accrued  but  unpaid to such  Affected  Lender by the
Borrowers hereunder to and including the date of termination,  including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount,  if any,  equal to the  payment  which would have been due to
such Lender on the day of such  replacement  under  Section 3.4 had the Loans of
such  Affected  Lender  been  prepaid  on  such  date  rather  than  sold to the
replacement Lender.

                                  ARTICLE III

                             YIELD PROTECTION; TAXES

     3.1  YIELD  PROTECTION.  If, on or after  the date of this  Agreement,  the
adoption of any law or any governmental or quasi-governmental  rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
change in the  interpretation or  administration  thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by any  Lender  or
applicable  Lending  Installation or the LC Issuer with any request or directive
(whether or not having the force of law) of any such authority,  central bank or
comparable agency:

          (i) subjects any Lender or any applicable Lending  Installation or the
     LC Issuer to any Taxes, or changes the basis of taxation of payments (other
     than with  respect  to  Excluded  Taxes) to any  Lender or the LC Issuer in
     respect of its Eurodollar Loans, Facility LCs or participations therein, or

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<PAGE>
          (ii) imposes or increases or deems applicable any reserve, assessment,
     insurance charge, special deposit or similar requirement against assets of,
     deposits  with or for the account of, or credit  extended by, any Lender or
     any applicable  Lending  Installation or the LC Issuer (other than reserves
     and  assessments  taken  into  account in  determining  the  interest  rate
     applicable to Eurodollar Advances), or

          (iii)  imposes any other  condition the result of which is to increase
     the cost to any Lender or any  applicable  Lending  Installation  or the LC
     Issuer of making,  funding  or  maintaining  its  Eurodollar  Loans,  or of
     issuing or participating in Facility LCs, or reduces any amount  receivable
     by any Lender or any applicable  Lending  Installation  or the LC Issuer in
     connection  with  its  Eurodollar  Loans,  Facility  LCs or  participations
     therein,  or requires any Lender or any applicable Lending  Installation or
     the LC Issuer to make any payment  calculated by reference to the amount of
     Eurodollar Loans,  Facility LCs or participations  therein held or interest
     or LC Fees received by it, by an amount  deemed  material by such Lender or
     the LC Issuer, as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending  Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment or of issuing or participating
in Facility  LCs or to reduce the return  received by such Lender or  applicable
Lending  Installation  or the LC Issuer,  as the case may be, in connection with
such Eurodollar Loans, Commitment, Facility LCs or participations therein, then,
within 15 days of demand by such  Lender or the LC  Issuer,  as the case may be,
the Borrowers  jointly and severally  agree to pay such Lender or the LC Issuer,
as the case may be, such  additional  amount or amounts as will  compensate such
Lender  or the LC  Issuer,  as the  case  may be,  for  such  increased  cost or
reduction in amount received.

     3.2 CHANGES IN CAPITAL ADEQUACY  REGULATIONS.  If a Lender or the LC Issuer
determines  the amount of capital  required or expected to be maintained by such
Lender or the LC  Issuer,  any  Lending  Installation  of such  Lender or the LC
Issuer, or any corporation controlling such Lender or the LC Issuer is increased
as a result of a Change, then, within 15 days of demand by such Lender or the LC
Issuer,  the Borrowers  jointly and severally agree to pay such Lender or the LC
Issuer the amount  necessary  to  compensate  for any  shortfall  in the rate of
return on the  portion of such  increased  capital  which such  Lender or the LC
Issuer reasonably determines is attributable to this Agreement,  its Outstanding
Credit  Exposure or its  Commitment  to make Loans and issue or  participate  in
Facility  LCs, as the case may be,  hereunder  (after  taking into  account such
Lender's or the LC Issuer's policies as to capital adequacy). "Change" means (i)
any change after the date of this Agreement in the Risk-Based Capital Guidelines
or  (ii)  any  adoption  of  or  change  in  any  other  law,   governmental  or
quasi-governmental  rule,  regulation,  policy,  guideline,  interpretation,  or
directive  (whether  or not  having  the  force of law)  after  the date of this
Agreement  which  affects  the  amount of capital  required  or  expected  to be
maintained  by any Lender or the LC Issuer or any  Lending  Installation  or any
corporation  controlling  any  Lender  or the  LC  Issuer.  "Risk-Based  Capital
Guidelines" means (i) the risk-based  capital guidelines in effect in the United
States on the date of this Agreement,  including  transition rules, and (ii) the
corresponding capital regulations  promulgated by regulatory authorities outside
the United States  implementing  the July 1988 report of the Basle  Committee on
Banking Regulation and Supervisory Practices Entitled "International Convergence
of Capital Measurements and Capital Standards,"  including transition rules, and
any amendments to such regulations adopted prior to the date of this Agreement.

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<PAGE>
     3.3  AVAILABILITY  OF TYPES OF  ADVANCES.  If any  Lender  determines  that
maintenance of its Eurodollar  Loans at a suitable  Lending  Installation  would
violate any  applicable  law,  rule,  regulation,  or directive,  whether or not
having the force of law, or if the Required Lenders  determine that (i) deposits
of a type and maturity  appropriate  to match fund  Eurodollar  Advances are not
available or (ii) the interest rate  applicable to Eurodollar  Advances does not
accurately reflect the cost of making or maintaining  Eurodollar Advances,  then
the Agent shall suspend the availability of Eurodollar  Advances and require any
affected  Eurodollar  Advances  to be  repaid  or  converted  to  Floating  Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

     3.4 FUNDING INDEMNIFICATION.  If any payment of a Eurodollar Advance occurs
on a date which is not the last day of the applicable  Interest Period,  whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not
made on the date specified by the applicable  Borrower for any reason other than
default by the Lenders,  the Borrowers  jointly and severally agree to indemnify
each Lender for any reasonable loss or cost incurred by it resulting  therefrom,
including,  without  limitation,  any loss or cost in  liquidating  or employing
deposits acquired to fund or maintain such Eurodollar Advance.

     3.5 TAXES.

          (i) All payments by the Borrowers to or for the account of any Lender,
     the LC Issuer  or the Agent  hereunder  or under  any Note or  Facility  LC
     Application  shall be made free and clear of and without  deduction for any
     and all Taxes. If any Borrower shall be required by law to deduct any Taxes
     from or in respect  of any sum  payable  hereunder  to any  Lender,  the LC
     Issuer or the Agent, (a) 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 3.5) such Lender,  the LC
     Issuer or the Agent (as the case may be)  receives  an amount  equal to the
     sum it would have  received  had no such  deductions  been  made,  (b) such
     Borrower shall make such  deductions,  (c) such Borrower shall pay the full
     amount deducted to the relevant authority in accordance with applicable law
     and (d) such  Borrower  shall  furnish to the Agent the original  copy of a
     receipt  evidencing  payment  thereof  within 30 days after such payment is
     made.

          (ii) In addition,  the Borrowers hereby jointly and severally agree to
     pay any present or future stamp or  documentary  taxes and any other excise
     or property  taxes,  charges or similar levies which arise from any payment
     made  hereunder  or under any Note or Facility LC  Application  or from the
     execution or delivery of, or otherwise  with respect to, this  Agreement or
     any Note or Facility LC Application ("Other Taxes").

          (iii) The Borrowers  hereby  jointly and severally  agree to indemnify
     the Agent,  the LC Issuer and each  Lender for the full  amount of Taxes or
     Other  Taxes  (including,  without  limitation,  any  Taxes or Other  Taxes
     imposed on amounts  payable under this Section 3.5) paid by the Agent,  the
     LC Issuer or such Lender and any liability (including  penalties,  interest
     and expenses) arising therefrom or with respect thereto. Payments due under
     this  indemnification  shall be made  within 30 days of the date the Agent,
     the LC Issuer or such Lender makes demand therefor pursuant to Section 3.6.

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<PAGE>
          (iv) Each Lender that is not incorporated under the laws of the United
     States of America or a state thereof (each a "Non-U.S. Lender") agrees that
     it will, not less than ten Business Days after the date of this  Agreement,
     (i) deliver to each of the Company and the Agent two duly completed  copies
     of United States Internal Revenue Service Form 1001 or 4224,  certifying in
     either case that such Lender is  entitled  to receive  payments  under this
     Agreement  without  deduction or  withholding  of any United States federal
     income  taxes,  and (ii)  deliver  to each of the  Company  and the Agent a
     United  States  Internal  Revenue  Form W-8 or W-9, as the case may be, and
     certify  that it is entitled to an  exemption  from  United  States  backup
     withholding tax. Each Non-U.S. Lender further undertakes to deliver to each
     of the Company and the Agent (x) renewals or additional copies of such form
     (or any  successor  form) on or before  the date that such form  expires or
     becomes  obsolete,  and (y) after the  occurrence of any event  requiring a
     change in the most recent forms so delivered by it, such  additional  forms
     or amendments thereto as may be reasonably  requested by the Company or the
     Agent.  All forms or amendments  described in the preceding  sentence shall
     certify  that such  Lender is  entitled  to  receive  payments  under  this
     Agreement  without  deduction or  withholding  of any United States federal
     income taxes,  unless an event (including  without limitation any change in
     treaty, law or regulation) has occurred prior to the date on which any such
     delivery  would   otherwise  be  required  which  renders  all  such  forms
     inapplicable  or which would prevent such Lender from duly  completing  and
     delivering  any such form or  amendment  with respect to it and such Lender
     advises  the  Company  and the Agent that it is not  capable  of  receiving
     payments  without any deduction or  withholding  of United  States  federal
     income tax.

          (v) For any  period  during  which a  Non-U.S.  Lender  has  failed to
     provide the Company with an appropriate  form pursuant to clause (iv) above
     (unless such failure is due to a change in treaty,  law or  regulation,  or
     any  change  in  the  interpretation  or  administration   thereof  by  any
     governmental  authority,  occurring  subsequent to the date on which a form
     originally was required to be provided),  such Non-U.S. Lender shall not be
     entitled to  indemnification  under this  Section 3.5 with respect to Taxes
     imposed by the United States; provided that, should a Non-U.S. Lender which
     is otherwise  exempt from or subject to a reduced rate of  withholding  tax
     become  subject to Taxes  because of its failure to deliver a form required
     under  clause  (iv),  above,  the  Borrowers  shall take such steps as such
     Non-U.S.  Lender shall reasonably request to assist such Non-U.S. Lender to
     recover such Taxes.

          (vi) Any Lender that is entitled to an exemption  from or reduction of
     withholding  tax with respect to payments  under this Agreement or any Note
     pursuant  to the  law of any  relevant  jurisdiction  or any  treaty  shall
     deliver to the  Company  (with a copy to the  Agent),  at the time or times
     prescribed  by  applicable  law,  such  properly   completed  and  executed
     documentation  prescribed by applicable law as will permit such payments to
     be made without withholding or at a reduced rate.

          (vii) If the U.S.  Internal Revenue Service or any other  governmental
     authority  of the  United  States or any  other  country  or any  political
     subdivision  thereof  asserts  a claim  that  the  Agent  did not  properly
     withhold tax from amounts paid to or for the account of any Lender (because
     the appropriate form was not delivered or properly completed,  because such
     Lender  failed to  notify  the  Agent of a change  in  circumstances  which

                                       33
<PAGE>
     rendered  its  exemption  from  withholding  ineffective,  or for any other
     reason),  such Lender shall indemnify the Agent fully for all amounts paid,
     directly  or  indirectly,  by the Agent as tax,  withholding  therefor,  or
     otherwise, including penalties and interest, and including taxes imposed by
     any  jurisdiction  on amounts  payable to the Agent under this  subsection,
     together with all costs and expenses related thereto  (including  attorneys
     fees and time charges of attorneys  for the Agent,  which  attorneys may be
     employees of the Agent).  The obligations of the Lenders under this Section
     3.5(vii) shall survive the payment of the  Obligations  and  termination of
     this Agreement.

     3.6 LENDER  STATEMENTS;  SURVIVAL OF  INDEMNITY.  To the extent  reasonably
possible,  each Lender shall designate an alternate  Lending  Installation  with
respect to its Eurodollar Loans to reduce any liability of the Borrowers to such
Lender  under  Sections  3.1,  3.2 and 3.5 or to  avoid  the  unavailability  of
Eurodollar  Advances  under Section 3.3, so long as such  designation is not, in
the judgment of such Lender,  disadvantageous to such Lender.  Each Lender shall
deliver a written  statement  of such Lender to the Company  (with a copy to the
Agent) as to the amount due, if any,  under  Section 3.1,  3.2, 3.4 or 3.5. Such
written  statement shall set forth in reasonable  detail the  calculations  upon
which such Lender  determined  such amount and shall be  rebuttably  presumptive
evidence  of the  amount  due,  binding  on the  Borrowers  in  the  absence  of
demonstrable  error.  Determination  of amounts  payable  under such Sections in
connection  with a  Eurodollar  Loan shall be  calculated  as though each Lender
funded its  Eurodollar  Loan  through the  purchase of a deposit of the type and
maturity  corresponding  to the deposit used as a reference in  determining  the
Eurodollar  Rate  applicable  to such Loan,  whether in fact that is the case or
not.  Unless  otherwise  provided  herein,  the amount  specified in the written
statement  of any  Lender  shall be  payable  on  demand  after  receipt  by the
applicable Borrower of such written statement.  The obligations of the Borrowers
under  Sections 3.1, 3.2, 3.4 and 3.5 shall survive  payment of the  Obligations
and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

     4.1  EFFECTIVENESS.  This Agreement  shall become  effective as of the date
hereof (the "Effective  Date") upon receipt by the Agent of (i)  counterparts of
this  Agreement  duly executed by the Borrowers and the Required  Lenders,  (ii)
each of the documents listed on the List of Closing Documents attached hereto as
Schedule  4.1,  (iii)  such  other  documents  as the  Agent or any  Lender  may
reasonably  request,  (iv) an  amendment  fee  equal to  0.50% of the  Aggregate
Commitment  hereunder for the ratable  account of the Lenders in accordance with
their respective Commitments hereunder, and (v) all other fees and other amounts
due and  payable on or prior to the  Effective  Date,  including,  to the extent
invoiced,  all  expenses  required  to be paid or  reimbursed  by the  Borrowers
hereunder or under the Original Agreement.

     4.2 EACH CREDIT  EXTENSION.  The Lenders  shall not be required to make any
Credit Extension unless on the applicable Credit Extension Date:

          (i) There exists no Default or Unmatured Default.

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<PAGE>
          (ii) The  representations  and  warranties  contained in Article V are
     true and correct in all material  respects as of such Credit Extension Date
     except to the  extent  any such  representation  or  warranty  is stated to
     relate  solely to an earlier  date,  in which case such  representation  or
     warranty  shall have been true and correct in all material  respects on and
     as of such earlier date.

          (iii) The Aggregate  Outstanding  Credit  Exposure does not, and after
     making such proposed Credit  Extension would not, exceed the Maximum Credit
     Amount.

     Each Borrowing Notice,  Swing Line Borrowing Notice or request for issuance
of a Facility LC, as the case may be, with respect to each such Credit Extension
shall constitute a representation  and warranty by the applicable  Borrower that
the conditions contained in Sections 4.2(i), (ii) and (iii) have been satisfied.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     The Borrowers  jointly and  severally  represent and warrant to the Lenders
that:

     5.1 EXISTENCE AND STANDING. Each of the Borrowers and the Subsidiaries is a
corporation  duly and  properly  incorporated  ,  validly  existing  and in good
standing under the laws of its jurisdiction of incorporation or organization and
has all  requisite  authority  to conduct its business in each  jurisdiction  in
which its business is conducted, except for any failure to be so authorized that
could not reasonably be expected to have a Material Adverse Effect.

     5.2 AUTHORIZATION  AND VALIDITY.  Each Borrower has the power and authority
and legal right to execute and deliver the Loan Documents to which it is a party
and to perform its  obligations  thereunder.  The execution and delivery by each
Borrower of the Loan Documents to which it is a party and the performance of its
obligations   thereunder   have  been  duly   authorized  by  proper   corporate
proceedings, and the Loan Documents to which such Borrower is a party constitute
legal, valid and binding  obligations of such Borrower  enforceable against such
Borrower in accordance with their terms, except as enforceability may be limited
by  bankruptcy,   insolvency  or  similar  laws  affecting  the  enforcement  of
creditors' rights generally.

     5.3 NO CONFLICT;  GOVERNMENT CONSENT. Neither the execution and delivery by
the Borrowers of the Loan Documents,  nor the  consummation of the  transactions
therein  contemplated,  nor compliance with the provisions  thereof will violate
(i) any law, rule,  regulation,  order, writ,  judgment,  injunction,  decree or
award binding on the Company or any of its Subsidiaries or (ii) the Company's or
any Subsidiary's  articles or certificate of incorporation or by-laws,  or (iii)
the provisions of any material  indenture,  instrument or agreement to which the
Company or any of its Subsidiaries is a party or is subject,  or by which it, or
its Property, is bound, or conflict with or constitute a default thereunder,  or
result in, or require,  the creation or  imposition of any Lien in, of or on the
Property  of the  Company  or a  Subsidiary  pursuant  to the  terms of any such
material indenture,  instrument or agreement.  No order, consent,  adjudication,
approval,  license,  authorization,  or validation  of, or filing,  recording or
registration  with,  or  exemption  by,  or  other  action  in  respect  of  any
governmental or public body or authority,  or any subdivision thereof, which has

                                       35
<PAGE>
not been obtained by the Company or any of its  Subsidiaries,  is required to be
obtained  by the  Company  or any of its  Subsidiaries  in  connection  with the
execution  and  delivery  of the  Loan  Documents,  the  borrowings  under  this
Agreement,  the payment and  performance by the Borrowers of the  Obligations or
the legality,  validity,  binding  effect or  enforceability  of any of the Loan
Documents.

     5.4  FINANCIAL  STATEMENTS.  The  March  31,  2001  consolidated  financial
statements  of the  Company and its  Subsidiaries  heretofore  delivered  to the
Lenders  were  prepared  in  accordance  with  generally   accepted   accounting
principles  in effect on the date  such  statements  were  prepared  and  fairly
present the consolidated  financial  condition and operations of the Company and
its Subsidiaries at such date and the  consolidated  results of their operations
for the period  then  ended,  subject  to normal  year-end  adjustments  and the
absence of notes.

     5.5 MATERIAL  ADVERSE  CHANGE.  Except as set forth on Schedule 5.5,  since
March 31, 2001 there has been no change in the  business,  Property,  prospects,
condition  (financial  or otherwise) or results of operations of the Company and
its  Subsidiaries  which could reasonably be expected to have a Material Adverse
Effect.

     5.6 TAXES.  The Company and its  Subsidiaries  have filed all United States
federal tax returns and all other tax returns which are required to be filed and
have paid all taxes due pursuant to said  returns or pursuant to any  assessment
received by the Company or any of its  Subsidiaries,  except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided in  accordance  with  Agreement  Accounting  Principles.  The  charges,
accruals  and  reserves  on the books of the  Company  and its  Subsidiaries  in
respect of any taxes or other governmental charges are adequate.

     5.7 LITIGATION AND CONTINGENT OBLIGATIONS.  Except as set forth on Schedule
5.7, there is no litigation, arbitration, governmental investigation, proceeding
or inquiry  pending or, to the  knowledge of any of their  officers,  threatened
against  or  affecting  the  Company  or  any of its  Subsidiaries  which  could
reasonably  be  expected  to have a Material  Adverse  Effect or which  seeks to
prevent,  enjoin or delay the  making of any Credit  Extensions.  Other than any
liability incident to any litigation,  arbitration or proceeding which could not
reasonably be expected to have a Material  Adverse  Effect,  the Company and its
Subsidiaries  have  no  material  contingent  obligations  not  provided  for or
disclosed in the financial statements referred to in Section 5.4.

     5.8   SUBSIDIARIES.   Schedule  5.8  contains  an  accurate   list  of  all
Subsidiaries  of the  Company as of the  Effective  Date,  setting  forth  their
respective jurisdictions of incorporation and the percentage of their respective
capital stock owned by the Company or other Subsidiaries.  All of the issued and
outstanding  shares  of  capital  stock  of such  Subsidiaries  have  been  duly
authorized and issued and are fully paid and non-assessable.

     5.9 ERISA.  There are no  Unfunded  Liabilities  under any Single  Employer
Plans,  and neither the Company nor any other member of the Controlled Group has
incurred,  or is  reasonably  expected to incur,  any  withdrawal  liability  to
Multiemployer  Plans, the amount of which Unfunded Liabilities and/or withdrawal
liabilities,  in the aggregate,  could reasonably be expected to have a Material
Adverse Effect.  Each Plan complies in all material respects with all applicable
requirements  of law  and  regulations,  to the  knowledge  of  the  Company  no
Reportable Event has occurred with respect to any Plan,  neither the Company nor

                                       36
<PAGE>
any  other  member  of the  Controlled  Group  has  withdrawn  from  any Plan or
initiated steps to do so, and to the knowledge of the Company no steps have been
taken to reorganize or terminate any Plan.

     5.10  ACCURACY  OF  INFORMATION.  No  information,  certificate  or  report
furnished  by the  Company  or any of its  Subsidiaries  to the  Agent or to any
Lender in  connection  with the  negotiation  of, or compliance  with,  the Loan
Documents  contained  any  material  misstatement  of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading in any material respect.

     5.11  REGULATION  U.  Neither the Company  nor any of its  Subsidiaries  is
engaged in the business of  extending  credit for the purpose of  purchasing  or
carrying margin stock (as defined in Regulation U).

     5.12 MATERIAL AGREEMENTS. Neither the Company nor any Subsidiary is a party
to any  agreement  or  instrument  or subject to any charter or other  corporate
restriction  which  could  reasonably  be  expected  to have a Material  Adverse
Effect. Neither the Company nor any Subsidiary is in default in the performance,
observance or  fulfillment  of any of the  obligations,  covenants or conditions
contained  in  any  agreement  to  which  it is a  party,  which  default  could
reasonably be expected to have a Material Adverse Effect.

     5.13 COMPLIANCE WITH LAWS. The Company and its  Subsidiaries  have complied
with all applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign  government or any  instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their  respective  Property,  except for any  failure to comply  with any of the
foregoing  which could not  reasonably  be  expected to have a Material  Adverse
Effect.

     5.14 OWNERSHIP OF  PROPERTIES.  Except as set forth on Schedule 6.15, as of
the Effective Date, the Company and its Subsidiaries  will have good title, free
of all Liens other than those  permitted by Section 6.15, to all of the Property
and  assets  reflected  in the  Company's  most  recent  consolidated  financial
statements  provided to the Agent as owned by the  Company and its  Subsidiaries
and  all  other  Property  material  to  the  Company's  and  its  Subsidiaries'
businesses,  except as sold or otherwise  disposed of in the ordinary  course of
business. The Company and each Subsidiary owns and/or possesses all the patents,
trademarks,  trade names,  service marks,  copyrights,  licenses and rights with
respect to the  foregoing  necessary  for the  present  conduct of its  business
without any known  conflict with the rights of others,  except where the failure
to own and/or  possess any  patents,  trademarks,  trade names,  service  marks,
copyrights,  licenses  and/or rights could not  reasonably be expected to have a
Material  Adverse  Effect  and/or  subject the Company or any  Subsidiary to any
material  liability in connection with any infringement  and/or similar cause of
action related to any of the foregoing.

     5.15 PLAN  ASSETS;  PROHIBITED  TRANSACTIONS.  None of the  Borrowers is an
entity  deemed to hold  "plan  assets"  within  the  meaning  of 29  C.F.R.  ss.
2510.3-101  of an employee  benefit  plan (as defined in Section  3(3) of ERISA)
which is subject to Title I of ERISA or any plan  (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions  hereunder gives rise to a prohibited  transaction (within the
meaning of Section  406 of ERISA or  Section  4975 of the Code) with  respect to
"plan assets" of the Company and its Subsidiaries.

                                       37
<PAGE>
     5.16  ENVIRONMENTAL  MATTERS.  In the ordinary course of its business,  the
officers  of the  Company  consider  the  effect  of  Environmental  Laws on the
business  of the  Company  and its  Subsidiaries,  in the  course of which  they
identify and evaluate  potential risks and  liabilities  accruing to the Company
and  its  Subsidiaries  due  to  Environmental   Laws.  On  the  basis  of  this
consideration,   the  Company  has  concluded  that  Environmental  Laws  cannot
reasonably be expected to have a Material  Adverse  Effect.  Neither the Company
nor any  Subsidiary  has any  knowledge or has received any actual notice to the
effect  that  its  operations  are not in  material  compliance  with any of the
requirements of applicable  Environmental Laws or are the subject of any federal
or state  investigation  evaluating  whether  any  remedial  action is needed to
respond  to a release  of any toxic or  hazardous  waste or  substance  into the
environment,  which  non-compliance  or  remedial  action  could  reasonably  be
expected to have a Material Adverse Effect.

     5.17 INVESTMENT  COMPANY ACT.  Neither the Company nor any Subsidiary is an
"investment  company"  or a company  "controlled"  by an  "investment  company",
within the meaning of the Investment Company Act of 1940, as amended.

     5.18  PUBLIC  UTILITY  HOLDING  COMPANY  ACT.  Neither  the Company nor any
Subsidiary  is a  "holding  company"  or a  "subsidiary  company"  of a "holding
company",  or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

     5.19   SUBORDINATED   INDEBTEDNESS.   The  Obligations   constitute  senior
indebtedness  which is entitled to the benefits of the subordination  provisions
of all outstanding Subordinated Indebtedness.

     5.20  INSURANCE.  Schedule 5.20  accurately  sets forth as of the Effective
Date all insurance policies and programs currently in effect with respect to the
respective   properties   and  assets  and  business  of  the  Company  and  its
Subsidiaries,  specifying,  for each such  policy  and  program,  (i) the amount
thereof,  (ii) the risks insured against thereby,  (iii) the name of the insurer
and each  insured  party  thereunder,  (iv) the  policy or other  identification
number thereof,  (v) the expiration  date thereof,  (vi) the annual premium with
respect thereto,  and (vii) any reserves relating to any self-insurance  program
that is in effect.

                                   ARTICLE VI

                                    COVENANTS

     During  the term of this  Agreement,  unless  the  Required  Lenders  shall
otherwise consent in writing:

     6.1 FINANCIAL  REPORTING.  The Company will  maintain,  for itself and each
Subsidiary,  a system of accounting  established and  administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

          (i) Within 105 days  after the close of each of its fiscal  years,  an
     unqualified  (except for  qualifications  relating to changes in accounting
     principles or practices reflecting changes in generally accepted accounting

                                       38
<PAGE>
     principles and required or approved by the Company's  independent certified
     public accountants) audit report certified by independent  certified public
     accountants acceptable to the Required Lenders, prepared in accordance with
     Agreement  Accounting  Principles on a consolidated and  consolidating  (by
     segment  or  line of  business)  basis  for  itself  and  its  Subsidiaries
     (consolidating  statements  need  not be  certified  by such  accountants),
     including  balance sheets as of the end of such period,  related profit and
     loss and  reconciliation  of surplus  statements,  and a statement  of cash
     flows,   accompanied  by  (a)  any  management   letter  prepared  by  said
     accountants,  and (b) a certificate of said accountants that, in the course
     of their  examination  necessary for their  certification of the foregoing,
     they have obtained no knowledge of any Default or Unmatured Default, or if,
     in the opinion of such accountants,  any Default or Unmatured Default shall
     exist, stating the nature and status thereof.

          (ii)  Within 45 days  after the  close of the  first  three  quarterly
     periods of each of its  fiscal  years,  for  itself  and its  Subsidiaries,
     consolidated and consolidating  (by segment or line of business)  unaudited
     balance  sheets as at the close of each such  period and  consolidated  and
     consolidating  (by  segment  or line  of  business)  profit  and  loss  and
     reconciliation of surplus  statements and a statement of cash flows for the
     period from the  beginning of such fiscal year to the end of such  quarter,
     all certified by its principal financial officer or corporate controller.

          (iii) As soon as  possible,  and in any event within 30 days after the
     end of each calendar month, for itself and its  Subsidiaries,  consolidated
     and consolidating (by segment or line of business) unaudited balance sheets
     as at the end of such period and consolidated and consolidating (by segment
     or  line of  business)  profit  and  loss  and  reconciliation  of  surplus
     statements  and a  statement  of cash flows for such  calendar  month,  all
     certified by its principal financial officer or corporate controller.

          (iv) As soon as  available,  but in any event within 60 days prior the
     beginning  of each  fiscal  year of the  Company,  a copy of the  plan  and
     forecast (including a projected  consolidated and consolidating (by segment
     or line of  business)  balance  sheet,  income  statement  and  funds  flow
     statement) of the Company and its Subsidiaries for such fiscal year.

          (v) Together with the financial  statements  required  under  Sections
     6.1(i) and (ii), (A) a compliance  certificate in substantially the form of
     Exhibit B signed by its principal financial officer or corporate controller
     showing  the  calculations  necessary  to  determine  compliance  with this
     Agreement and stating that no Default or Unmatured  Default  exists,  or if
     any  Default or  Unmatured  Default  exists,  stating the nature and status
     thereof,  and (B) a copy of the Company's  most recently  completed  weekly
     contract variance report.

          (vi) As soon as  possible,  and in any event  within 30 days after the
     close of each  calendar  month (and more often if requested by the Agent or
     the Required  Lenders),  a Borrowing Base  Certificate,  together with such
     supporting  documents as the Agent may request, all certified as being true
     and correct by its principal financial officer or corporate controller.

                                       39
<PAGE>
          (vii) Within 270 days after the close of each fiscal year, a statement
     of the Unfunded  Liabilities  of each Single  Employer  Plan,  certified as
     correct by an actuary enrolled under ERISA.

          (viii) As soon as possible  and in any event  within 10 days after the
     Company  knows that any  Reportable  Event has occurred with respect to any
     Plan, a statement,  signed by the principal  financial officer or corporate
     controller of the Company,  describing said Reportable Event and the action
     which the Company proposes to take with respect thereto.

          (ix) As soon as possible and in any event within 10 days after receipt
     by the  Company,  copy of (a) any  notice or claim to the  effect  that the
     Company or any of its  Subsidiaries  is or may be liable to any Person as a
     result of the release by the Company, any of its Subsidiaries, or any other
     Person of any toxic or hazardous  waste or substance into the  environment,
     and (b) any notice  alleging any  violation of any federal,  state or local
     environmental,  health or safety law or regulation by the Company or any of
     its  Subsidiaries,  which, in either case,  could reasonably be expected to
     have a Material Adverse Effect.

          (x) Promptly upon the furnishing  thereof to the  shareholders  of the
     Company,  copies of all financial statements,  reports and proxy statements
     so furnished.

          (xi)  Promptly  upon the filing  thereof,  copies of all  registration
     statements and annual,  quarterly,  monthly or other regular  reports which
     the  Company  or any of its  Subsidiaries  files  with the  Securities  and
     Exchange Commission.

          (xii) As soon as  practicable,  and in any event  within 30 days after
     the end of each calendar month, a Work-in-Progress Report, substantially in
     the form attached hereto as Exhibit F, as at the end of such period.

          (xiii) As soon as possible,  and in any event within 30 days after the
     end of each calendar  month, a Backlog  Report,  substantially  in the form
     attached hereto as Exhibit G, as at the end of such period.

          (xiv) As soon as  possible,  and in any event within 30 days after the
     end of each calendar  month, a Monthly Cash Summary,  substantially  in the
     form attached hereto as Exhibit H, as at the end of such period.

          (xv) As soon as  possible,  and in any event  within 30 days after the
     end  of  each  calendar  month,  an  Accounts   Receivable   Aging  Report,
     substantially  in the form  attached  hereto as Exhibit I, as at the end of
     such period.

          (xvi) Such other information (including non-financial  information) as
     the Agent or any Lender may from time to time reasonably request.

                                       40
<PAGE>
     6.2 USE OF PROCEEDS. The Borrowers will, and will cause each Subsidiary to,
use the proceeds of the Credit  Extensions for general corporate  purposes.  The
Borrowers  will  not,  nor will it  permit  any  Subsidiary  to,  use any of the
proceeds of the  Advances  to purchase or carry any margin  stock (as defined in
Regulation U).

     6.3 NOTICE OF DEFAULT. The Company will, and will cause each Subsidiary to,
give prompt notice in writing to the Lenders of the occurrence of any Default or
Unmatured Default and of any other  development,  financial or otherwise,  which
could reasonably be expected to have a Material Adverse Effect.

     6.4 CONDUCT OF BUSINESS.  The Company will, and will cause each  Subsidiary
to, carry on and conduct its business only in Approved  Lines of Business and do
all things  necessary  to remain  duly  incorporated  and in good  standing as a
domestic  corporation  in its  jurisdiction  of  incorporation  and maintain all
requisite  authority to conduct its business in each  jurisdiction  in which its
business  is  conducted,  in each case,  except to the extent (i)  permitted  by
Section 6.12 or (ii) that a failure to do so could not reasonably be expected to
have a Material Adverse Effect.

     6.5 TAXES. The Company will, and will cause each Subsidiary to, timely file
complete and correct  United States federal and  applicable  foreign,  state and
local tax returns  required by law and pay when due all taxes,  assessments  and
governmental  charges  and levies upon it or its  income,  profits or  Property,
except those which are being contested in good faith by appropriate  proceedings
and with respect to which  adequate  reserves  have been set aside in accordance
with Agreement Accounting Principles.

     6.6 INSURANCE;  INSURANCE AND CONDEMNATION  PROCEEDS. (a) The Company shall
maintain  for  itself  and  its  Subsidiaries,   or  shall  cause  each  of  its
Subsidiaries  to maintain,  in full force and effect the insurance  policies and
programs listed on Schedule 5.20 or substantially  similar policies and programs
or other policies and programs as reflect coverage that is reasonably consistent
with  prudent  industry  practice.  The Company  shall  deliver to the Agent (i)
endorsements to all "All Risk" physical damage insurance  policies on all of the
Company's  and its  Subsidiaries'  tangible  personal  property  and  assets and
business  interruption  insurance policies naming the Agent loss payee, and (ii)
certificates as to all general liability and other liability policies naming the
Agent  an  additional   insured.  In  the  event  the  Company  or  any  of  its
Subsidiaries,  at any time or times  hereafter  shall fail to obtain or maintain
any of the policies or insurance  required herein or to pay any premium in whole
or in part relating thereto within ten days after written notice from the Agent,
then the Agent,  without  waiving or  releasing  any  obligations  or  resulting
Default  hereunder,  may at any time or times thereafter so long as such failure
shall  continue  (but shall be under no obligation to do so) obtain and maintain
such  policies of insurance and pay such premiums and take any other action with
respect  thereto which the Agent deems  advisable.  All sums so disbursed by the
Agent  shall  constitute  part of the  Obligations,  payable as provided in this
Agreement.

          (b) The Company  shall direct  (and,  if  applicable,  shall cause any
Subsidiary to direct) all insurers under policies of property  insurance,  flood
insurance,  machinery  and  business  interruption  insurance  and payors of any
damage or  condemnation  claim or award  relating  to such  property  to pay all
proceeds  payable under such policies or with respect to such claim or award for
any loss with respect to the Collateral  directly to the Agent,  for the benefit

                                       41
<PAGE>
of the Agent and the Holders of the Secured  Obligations;  PROVIDED that if such
proceeds  or award  is less  than  $2,000,000  ("Excluded  Proceeds"),  unless a
Default  shall have  occurred  and be  continuing,  the Agent  shall  remit such
Excluded  Proceeds to the Company.  Each such policy  shall  contain a long-form
loss-payable endorsement naming the Agent as loss payee, which endorsement shall
be in form and substance  acceptable to the Agent. The Agent shall, upon receipt
of such proceeds (other than Excluded Proceeds) and at the Company's  direction,
either apply the same to the principal amount of the Revolving Loans outstanding
at the time of such  receipt  and create a  corresponding  reserve  against  the
Aggregate  Commitment  in an amount  equal to such  application  (the  "Decision
Reserve") or hold them as cash  collateral  for the  Obligations  in an interest
bearing  account.  For up to one  hundred  eighty days from the date of any loss
(the  "Decision  Period"),  the  Company may notify the Agent that it intends to
restore,  rebuild or replace the property  subject to any  insurance  payment or
condemnation  award and shall,  as soon as practicable  thereafter,  provide the
Agent  detailed   information,   including  a  construction  schedule  and  cost
estimates.  Should a Default occur and be continuing during the Decision Period,
should the  Company  notify the Agent  during the  Decision  Period  that it has
decided not to rebuild or replace such  property,  or should the Company fail to
notify the Agent of the Company's decision during the Decision Period,  then the
amounts held as cash collateral  pursuant to this Section 6.6 or as the Decision
Reserve  shall upon the  Required  Lenders'  direction be applied as a mandatory
prepayment  of the Loans and the Aggregate  Commitment  shall  automatically  be
permanently reduced, ratably among the Lenders, in an amount equal to the amount
of such mandatory prepayment.  Proceeds held as cash collateral pursuant to this
Section 6.6 or as the  Decision  Reserve  shall be  disbursed  as  payments  for
restoration,  rebuilding or replacement of such property  become due;  PROVIDED,
however, should a Default occur and be continuing after the Company has notified
the Agent that it intends to rebuild  or  replace  the  property,  the  Decision
Reserve or amounts  held as cash  collateral  may, or shall,  upon the  Required
Lenders'  direction,  be applied as a mandatory  prepayment  of the Loans.  Upon
completion of the restoration,  rebuilding or replacement of such property,  the
unused  proceeds  shall be released to the Company,  PROVIDED that no Default or
Unmatured Default shall have occurred and be continuing.

     6.7 COMPLIANCE  WITH LAWS. The Company will, and will cause each Subsidiary
to,  comply  with  all  laws,  rules,  regulations,  orders,  writs,  judgments,
injunctions,  decrees  or awards to which it may be subject  including,  without
limitation,  all Environmental  Laws, except for violations that individually or
in the aggregate  could not  reasonably  be expected to have a Material  Adverse
Effect.

     6.8  MAINTENANCE  OF  PROPERTIES.  The  Company  will,  and will cause each
Subsidiary to, do all things necessary to maintain,  preserve,  protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection  therewith  may be properly  conducted  at all times in all  material
respects.

     6.9 INSPECTION. The Company will, and will cause each Subsidiary to, permit
the Agent and the Lenders,  by their respective  representatives  and agents, to
inspect any of the Property, books and financial records of the Company and each
Subsidiary,  to  examine  and make  copies  of the books of  accounts  and other
financial  records  of the  Company  and each  Subsidiary,  and to  discuss  the
affairs,  finances and accounts of the Company and each Subsidiary  with, and to
be advised as to the same by, their respective officers at such reasonable times
and intervals as the Agent or any Lender may designate.

                                       42
<PAGE>
     6.10 DIVIDENDS. The Company will not, nor will it permit any Subsidiary to,
declare or pay any  dividends  or make any  distributions  on its capital  stock
(other than dividends payable in its own capital stock) or redeem, repurchase or
otherwise  acquire or retire any of its capital  stock at any time  outstanding,
except:

          (i) Any Subsidiary may declare and pay dividends or make distributions
     to the Company or to a Wholly-Owned Subsidiary.

          (ii) The Company may issue its common stock upon the conversion of any
     of its convertible preferred stock.

          (iii) The Company  may  declare  and pay a dividend  on, and redeem or
     repurchase,  its preferred stock in cash as a consequence of its failure to
     deliver its common stock in connection  with a conversion of such preferred
     stock.

     6.11 INDEBTEDNESS.  The Company will not, nor will it permit any Subsidiary
to, create, incur or suffer to exist any Indebtedness, except:

          (i) The Loans and the Reimbursement Obligations.

          (ii)  Indebtedness  existing  on the  date  hereof  and  described  in
     Schedule 6.11.

          (iii) Indebtedness arising under Rate Management Transactions.

          (iv) Subordinated Indebtedness in an aggregate principal amount not to
     exceed $150,000,000 at any one time outstanding.

          (v)  Capitalized  Lease  Obligations  and/or  Indebtedness  secured by
     purchase  money Liens in an aggregate  amount not to exceed  $30,000,000 at
     any one time outstanding,  including any refinancing of such purchase money
     Indebtedness PROVIDED that such refinancing does not increase the principal
     amount of such Indebtedness or extend the Lien to any additional Property.

          (vi) Mortgage  financing for the  acquisition  or  improvement of real
     property in an aggregate  principal amount not to exceed  $6,000,000 at any
     one time outstanding.

          (vii)  Indebtedness  of any  Borrower  (other than the Company) to the
     Company,  PROVIDED that such Indebtedness shall be unsecured,  shall not be
     evidenced by a note or other instrument, and shall be expressly subordinate
     to the payment in full of the Secured  Obligations  in a manner  reasonably
     satisfactory in form and substance to the Agent.

          (viii) Indebtedness of any Foreign Subsidiary to the Company, PROVIDED
     that  such  Indebtedness  shall  not  be  evidenced  by  a  note  or  other
     instrument,  and PROVIDED  FURTHER  that such  Indebtedness  complies  with
     Section 6.14(v).

          (ix) Contingent Obligations permitted Section 6.20.

                                       43
<PAGE>
     6.12 MERGER.  The Company will not, nor will it permit any  Subsidiary  to,
merge or consolidate with or into any other Person, except (i) that a Subsidiary
may merge into the Company or a  Wholly-Owned  Subsidiary or (ii) the Company or
any Subsidiary may merge in connection  with a Permitted  Acquisition,  PROVIDED
that in any  merger to which the  Company  is party,  the  Company  shall be the
surviving corporation.

     6.13  SALE OF  ASSETS.  The  Company  will  not,  nor  will it  permit  any
Subsidiary  to,  lease,  sell or otherwise  dispose of its Property to any other
Person, except:

          (i) Sales of inventory in the ordinary course of business.

          (ii) Sales of obsolete or surplus equipment and equipment traded in or
     exchanged  for  replacement  equipment,   together  with  any  intellectual
     property reasonably related thereto, in each case in the ordinary course of
     business.

          (iii) Leases and other transfers of Property between any Borrowers.

          (iv) Sales and other dispositions of Property on or prior to March 31,
     2002 in connection with the  discontinuance  of operations of the Equipment
     Distribution Group.

          (v) Sales and other  dispositions of Mortgaged Real Property,  subject
     to Section 2.7.2(b).

     6.14  INVESTMENTS  AND  ACQUISITIONS.  The Company  shall not,  nor will it
permit any  Subsidiary  to, make or suffer to exist any  Investments  (including
without   limitation,   loans  and  advances  to,  and  other   Investments  in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or  remain  a  partner  in any  partnership  or  joint  venture,  or to make any
Acquisition, except:

          (i) Cash Equivalent Investments.

          (ii) Existing  Investments in  Subsidiaries  and other  Investments in
     existence on the date hereof and described in Schedule 6.14.

          (iii)  Permitted  Acquisitions,  PROVIDED  that the Company shall have
     obtained the prior written consent of the Required Lenders.

          (iv)  The  Company  may  make  loans or  advances  to other  Borrowers
     permitted by Section 6.11(vii).

          (v) The  Company may make loans and  advances to Foreign  Subsidiaries
     permitted by Section 6.11 (viii),  PROVIDED  that the  aggregate  amount of
     such Indebtedness  outstanding at any one time, together with the aggregate
     Purchase Price of all Permitted Acquisitions consummated during the term of
     this  Agreement   involving  the  acquisition  or  creation  of  a  Foreign
     Subsidiary, shall not exceed $5,000,000.

                                       44
<PAGE>
     6.15 LIENS.  The Company  will not, nor will it permit any  Subsidiary  to,
create,  incur,  or suffer to exist  any Lien in, of or on the  Property  of the
Company or any of its Subsidiaries, except:

          (i) Liens for taxes,  assessments  or  governmental  charges or levies
     (other  than Liens  imposed by the PBGC) on its  Property if the same shall
     not at the time be delinquent or thereafter can be paid without penalty, or
     are being  contested in good faith and by appropriate  proceedings  and for
     which adequate reserves in accordance with Agreement Accounting  Principles
     shall have been set aside on its books.

          (ii)  Liens  imposed by law,  such as  carriers',  warehousemen's  and
     mechanics'  liens and other similar liens arising in the ordinary course of
     business which secure payment of obligations not more than 60 days past due
     or which are being  contested in good faith by appropriate  proceedings and
     for which adequate reserves shall have been set aside on its books.

          (iii)  Liens  arising  out  of  pledges  or  deposits  under  worker's
     compensation  laws,  unemployment  insurance,  old age  pensions,  or other
     social security or retirement benefits, or similar legislation.

          (iv)  Utility   easements,   building   restrictions  and  such  other
     encumbrances or charges against real property as are of a nature  generally
     existing with respect to properties of a similar character and which do not
     in any material way affect the  marketability of the same or interfere with
     the use thereof in the business of the Company or its Subsidiaries.

          (v) Liens existing on the date hereof and described in Schedule 6.15.

          (vi) Liens in favor of the Agent,  for the  benefit of the  Holders of
     Secured Obligations, granted pursuant to any Collateral Document.

          (vii) Liens arising under Capitalized  Leases and purchase money Liens
     (including refinancings thereof) permitted by Section 6.11(v).

          (viii)  Liens on real  property  securing  Indebtedness  permitted  by
     Section 6.11(vi).

          (ix) Liens to secure the performance of statutory  obligations,  bids,
     leases,  government  contracts,  performance  and  surety  bonds  and other
     similar obligations in the ordinary course of business.

          (x)  Bankers'  liens and rights of setoff  arising by operation of law
     and contractual rights of setoff.

     6.16  CAPITAL  EXPENDITURES.  The Company  will not, nor will it permit any
Subsidiary to, expend,  or be committed to expend,  in excess of $15,000,000 for
Capital  Expenditures  during the period from April 1, 2001 to March 31, 2002 or
during  each fiscal year ending  thereafter,  on a  non-cumulative  basis in the
aggregate for the Company and its Subsidiaries.

                                       45
<PAGE>
     6.17  AFFILIATES.  The Company will not, and will not permit any Subsidiary
to, enter into any transaction (including,  without limitation,  the purchase or
sale of any Property or service)  with,  or make any payment or transfer to, any
Affiliate  except  in the  ordinary  course  of  business  and  pursuant  to the
reasonable  requirements of the Company's or such Subsidiary's business and upon
fair and reasonable  terms no less  favorable to the Company or such  Subsidiary
than the Company or such  Subsidiary  would obtain in a  comparable  arms-length
transaction.

     6.18 SUBORDINATED  INDEBTEDNESS.  The Company will not, and will not permit
any Subsidiary to, make any amendment or modification to the indenture,  note or
other agreement  evidencing or governing any Subordinated  Indebtedness which is
adverse to the interests of the Lenders,  or directly or indirectly  voluntarily
prepay, defease or in substance defease,  purchase,  redeem, retire or otherwise
acquire,  any  Subordinated  Indebtedness.  The Company shall give the Agent ten
Business   Days'  prior  written  notice  of  the  terms  of  any  amendment  or
modification to the indenture,  note or other agreement  evidencing or governing
any Subordinated Indebtedness.

     6.19  SALE  AND  LEASEBACK   TRANSACTIONS  AND  OTHER   OFF-BALANCE   SHEET
LIABILITIES.  The Company will not, nor will it permit any  Subsidiary to, enter
into or suffer to exist any (i) Sale and Leaseback Transaction,  except Sale and
Leaseback  Transactions with respect to the Mortgaged Real Property,  subject to
Section 2.7.2(b),  or (ii) any other transaction  pursuant to which it incurs or
has  incurred   Off-Balance  Sheet  Liabilities,   except  for  Rate  Management
Transactions permitted under the terms of Section 6.21.

     6.20 CONTINGENT  OBLIGATIONS.  The Company will not, nor will it permit any
Subsidiary  to, make or suffer to exist any  Contingent  Obligation  (including,
without limitation, any Contingent Obligation with respect to the obligations of
a  Subsidiary),  except  (i)  by  endorsement  of  instruments  for  deposit  or
collection  in  the  ordinary  course  of  business,   (ii)  the   Reimbursement
Obligations,  (iii)  joint  and  several  liability  of the  Borrowers  for  the
Obligations,  (iv)  Contingent  Obligations  of  the  Company  with  respect  to
obligations  of any Subsidiary and (v)  obligations  arising in connection  with
performance and surety bonds in the ordinary course of business.

     6.21  FINANCIAL  CONTRACTS.  The Company  will not,  nor will it permit any
Subsidiary to, enter into or remain liable upon any Financial  Contract,  except
Financial  Contracts  pursuant to which the Company or any Subsidiary has hedged
its reasonably estimated interest rate, foreign currency or commodity exposure.

     6.22 FINANCIAL COVENANTS.

          6.22.1.  INTEREST  COVERAGE  RATIO.  The  Company  will not permit the
     Interest  Coverage  Ratio,  determined  as of the end of each of its fiscal
     quarters for the then most-recently ended four fiscal quarters,  to be less
     than 1.25 to 1 for each fiscal  quarter  ending on or before  September 30,
     2001; to be less than 1.50 to 1 for the fiscal  quarter  ending on December
     31, 2001; to be less than 1.75 to 1 for the fiscal  quarter ending on March
     31,  2002;  or to be less than  2.50 to 1 for each  fiscal  quarter  ending
     thereafter.

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<PAGE>
          6.22.2.  FIXED CHARGE COVERAGE RATIO.  The Company will not permit the
     Fixed Charge  Coverage  Ratio,  determined as of the end each of its fiscal
     quarters for the then most recently ended four fiscal quarters,  to be less
     than 1.25 to 1 for each fiscal  quarter ending on or before March 31, 2002,
     or to be less than 1.50 to 1 for each fiscal quarter ending thereafter.

          6.22.3.  ADJUSTED  LEVERAGE  RATIO.  The  Company  will not permit the
     Adjusted  Leverage  Ratio,  determined  as of the end of each of its fiscal
     quarters,  to be greater  than 3.75 to 1 at the end of each fiscal  quarter
     ending on or before September 30, 2001; to be greater than 3.60 to 1 at the
     end of the fiscal  quarter  ending on December 31, 2001; to be greater than
     3.25 to 1 at the end of the fiscal  quarter ending on March 31, 2002; or to
     be  greater  than  2.50  to 1 at the  end of  each  fiscal  quarter  ending
     thereafter.

          6.22.4.  MINIMUM  NET WORTH.  The Company  will at all times  maintain
     Consolidated  Net Worth of not less than the sum of (i)  $120,000,000  PLUS
     (ii) 50% of Consolidated Net Income earned in each fiscal quarter beginning
     with the quarter ending June 30, 2001 (without deduction for losses for any
     such  fiscal  quarter)  PLUS  (iii)  the  amount  of  any  addition  to the
     consolidated  stockholders'  equity of the Company and its  Subsidiaries at
     any time resulting from the issuance or sale of any Equity Interests by the
     Company after June 30, 2001.

          6.22.5.  LOSSES.  The  Company  shall not permit (i) the net after tax
     loss  incurred by the  Wireless  Technology  Group after March 31, 2001 and
     prior to April 1, 2002 to be greater than  $3,000,000 or (ii)  Consolidated
     Net Income for any fiscal quarter to be less than zero.

          6.22.6. CALCULATION OF FINANCIAL COVENANTS.

          (a)  For  purposes  of  calculating  each of the  financial  covenants
     contained in this Section 6.22,  the  outstanding  principal  amount of the
     Loans  hereunder  as of the last day of the  fiscal  period  for which such
     financial  covenant is calculated shall be reduced by the amount of Blocked
     Cash on  deposit  at the close of  business  on such  day,  but only to the
     extent  that such  amount of Blocked  Cash was on such day or  subsequently
     shall have been collected.

          (b) In the  event  that  the  Company  or any  Subsidiary  shall  have
     consummated a Permitted  Acquisition  during any four fiscal quarter period
     for  which  any  financial  covenant  contained  in  this  Section  6.22 is
     calculated,  such  financial  covenant  shall  be  calculated  as  if  such
     Permitted  Acquisition  (including any Indebtedness  incurred in connection
     therewith)  had been  consummated  on the  first  day of such  four  fiscal
     quarter period,  PROVIDED that the Company shall not include such Permitted
     Acquisition in the  calculation  of  Consolidated  EBIT or Adjusted  EBITDA
     unless the Company shall have delivered to the Lenders,  at or prior to the
     time  financial  statements as of the last day of such four fiscal  quarter
     period are  delivered  to the  Lenders  pursuant  to Section  6.1,  audited
     financial  statements  of the acquired  business or Person,  stated in U.S.
     Dollars and presented in conformity with U.S. generally accepted accounting
     principles,  and covering the period from the first day of such four fiscal
     quarter  period to the actual date of the  consummation  of such  Permitted
     Acquisition.  The audit  report with respect to such  financial  statements
     shall be certified by independent  certified public accountants  acceptable
     to the Agent.

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<PAGE>
     6.23 SUBSIDIARIES. If at any time after the date hereof, the Company or any
Subsidiary  shall create or acquire any  Subsidiary,  the Company shall promptly
notify the Agent  thereof,  which notice shall specify the date as of which such
Subsidiary became a Subsidiary.  Within 60 days after the date specified in such
notice,  the Company  shall (i) cause such  Subsidiary to execute and deliver to
the Agent a Joinder  Agreement  and such  Collateral  Documents  with respect to
substantially  all of the  Property  of  such  Subsidiary  as  the  Agent  shall
reasonably  request (all such  Collateral  Documents to be in form and substance
reasonably  satisfactory  to the Agent) and (ii) pledge  and/or  cause any other
Subsidiary  to pledge to the Agent,  for the  benefit of the  Holders of Secured
Obligations,  all of the Equity Interests of such Subsidiary held by the Company
or  any  other   Subsidiary,   in  each  case  together  with  such   supporting
documentation,  including authorizing resolutions and/or opinions of counsel, as
the Agent may reasonably  request.  Notwithstanding  the  foregoing,  (A) if the
Company or any of its Subsidiaries acquires a Subsidiary pursuant to a Permitted
Acquisition,  the Company may, as an alternative to complying with the preceding
sentence,  within 60 days after the consummation of such Permitted  Acquisition,
cause such Subsidiary to merge into, or to transfer all or substantially  all of
its  assets  to,  any  other  Borrower,  and (B) if  such  acquired  or  created
Subsidiary  is a  Foreign  Subsidiary,  such  Foreign  Subsidiary  shall  not be
required  to  execute  and  deliver  to the  Agent a  Joinder  Agreement  or any
Collateral  Documents  and the  Company  and any other  Subsidiary  shall not be
required  to  pledge to the Agent  more  than 65% of such  Foreign  Subsidiary's
capital stock or other Equity Interests.

     6.24 ISSUANCE OF STOCK.  The Company shall, by June 30, 2001, have received
gross cash proceeds of at least  $10,000,000 from the issuance by the Company of
common stock or convertible preferred stock pursuant to an Equity Financing.

     6.25 FUTURE LIENS ON REAL PROPERTY. Each Borrower shall execute and deliver
to the  Agent,  within 30 days after its  acquisition  of any real  property,  a
mortgage,  deed of trust or other appropriate  instrument evidencing a Lien upon
any such acquired property, to be in form and substance reasonably acceptable to
the Agent and subject only to such Liens as otherwise shall be permitted by this
Agreement,  and a title insurance policy insuring the Agent's interest  therein.
The foregoing  provision shall not apply to real property acquired with purchase
money  financing  otherwise  permitted  hereunder,  until  such  purchase  money
financing has been repaid and the purchase money lien released.

     6.26 NOTICE OF REDEMPTION OF PREFERRED  STOCK.  Upon receipt by the Company
of any notice from a holder of such preferred  stock demanding the redemption of
such  preferred  stock as a result of the  failure by the Company to deliver its
common stock pursuant to such holder's  election to convert such preferred stock
into such common stock, the Company shall promptly (but in any event written one
Business Day following such receipt) send a copy of such notice to the Agent.

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<PAGE>
                                  ARTICLE VII

                                    DEFAULTS

     The occurrence of any one or more of the following  events shall constitute
a Default:

     7.1 Any  representation  or warranty made or deemed made by or on behalf of
the Company or any of its  Subsidiaries  to the Lenders or the Agent under or in
connection with this Agreement or any other Loan Document, any Credit Extension,
or any certificate or information delivered in connection with this Agreement or
any other Loan Document shall be materially false on the date as of which made.

     7.2  Nonpayment  of  principal  of any Loan  when  due,  nonpayment  of any
Reimbursement  Obligation within one Business Day after the same becomes due, or
nonpayment of interest upon any Loan or of any  commitment  fee, LC Fee or other
obligations  under any of the Loan Documents within five Business Days after the
same becomes due.

     7.3 The  breach by the  Company  or any of its  Subsidiaries  of any of the
terms or provisions of Article VI Section 6.2, 6.10,  6.11,  6.12,  6.13,  6.14,
6.15, 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.22 (Financial Covenants), 6.24, 6.25
or 6.26,  PROVIDED  that a breach of  Section  6.15  occurring  as a result of a
non-consensual Lien securing an obligation not in excess of $1,000,000 shall not
constitute a Default  unless such breach shall not have been remedied  within 30
days after such Lien arose.

     7.4 The breach by the  Company  or any of its  Subsidiaries  (other  than a
breach which constitutes a Default under another Section of this Article VII) of
any of the terms or  provisions  of this  Agreement  or any other Loan  Document
which is not remedied  within twenty days after written notice from the Agent or
any Lender.

     7.5 Failure of the Company or any of its  Subsidiaries  to pay when due any
Indebtedness aggregating in excess of $1,000,000 ("Material  Indebtedness");  or
the default by the Company or any of its Subsidiaries in the performance (beyond
the applicable grace period with respect thereto, if any) of any term, provision
or  condition   contained  in  any  agreement  under  which  any  such  Material
Indebtedness  was  created or is  governed,  or any other  event  shall occur or
condition  exist, the effect of which default or event is to cause, or to permit
the holder or holders of such  Material  Indebtedness  to cause,  such  Material
Indebtedness  to  become  due  prior to its  stated  maturity;  or any  Material
Indebtedness of the Company or any of its  Subsidiaries  shall be declared to be
due and  payable  or  required  to be prepaid or  repurchased  (other  than by a
regularly  scheduled  payment)  prior to the  stated  maturity  thereof;  or the
Company  or any of its  Subsidiaries  shall  not pay,  or admit in  writing  its
inability to pay, its debts generally as they become due.

     7.6 The  Company  or any of its  Subsidiaries  shall  (i) have an order for
relief  entered with respect to it under the Federal  bankruptcy  laws as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii)
apply for,  seek,  consent to, or acquiesce in, the  appointment  of a receiver,
custodian,  trustee,  examiner,  liquidator  or similar  official  for it or any
Substantial  Portion of its Property,  (iv) institute any proceeding  seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect

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<PAGE>
or seeking to  adjudicate it a bankrupt or  insolvent,  or seeking  dissolution,
winding up, liquidation, reorganization,  arrangement, adjustment or composition
of it or  its  debts  under  any  law  relating  to  bankruptcy,  insolvency  or
reorganization  or relief of debtors or fail to file an answer or other pleading
denying the material  allegations of any such  proceeding  filed against it, (v)
take any  corporate  or  partnership  action to  authorize  or effect any of the
foregoing  actions set forth in this Section 7.6 or (vi) fail to contest in good
faith any appointment or proceeding described in Section 7.7.

     7.7 Without the  application,  approval or consent of the Company or any of
its Subsidiaries, a receiver, trustee, examiner,  liquidator or similar official
shall be appointed for the Company or any of its Subsidiaries or any Substantial
Portion of its Property,  or a proceeding  described in Section 7.6(iv) shall be
instituted  against the Company or any of its  Subsidiaries and such appointment
continues  undischarged or such proceeding continues undismissed or unstayed for
a period of 60 consecutive days.

     7.8 Any court,  government or governmental  agency shall condemn,  seize or
otherwise appropriate,  or take custody or control of, all or any portion of the
Property of the Company and its Subsidiaries which, when taken together with all
other  Property  of the  Company  and its  Subsidiaries  so  condemned,  seized,
appropriated,  or taken  custody or control of, during the  twelve-month  period
ending with the month in which any such action occurs, constitutes a Substantial
Portion.

     7.9 The  Company or any of its  Subsidiaries  shall fail  within 30 days to
pay,  bond or otherwise  discharge  one or more (i)  judgments or orders for the
payment  of  money  in  excess  of  $5,000,000  (or the  equivalent  thereof  in
currencies  other  than U.S.  Dollars)  in the  aggregate,  or (ii)  nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being  appropriately  contested in good
faith.

     7.10 Any Unfunded Liabilities shall exist under any Single Employer Plan or
any  Reportable  Event shall occur in connection  with any Plan, in either case,
which could reasonably be expected to have a Material Adverse Effect.

     7.11 The  Company or any other  member of the  Controlled  Group shall have
been  notified  by the  sponsor  of a  Multiemployer  Plan that it has  incurred
withdrawal  liability  to such  Multiemployer  Plan  in an  amount  which,  when
aggregated with all other amounts required to be paid to Multiemployer  Plans by
the Company or any other member of the Controlled Group as withdrawal  liability
(determined as of the date of such  notification),  could reasonably be expected
to have a Material Adverse Effect.

     7.12 The  Company or any other  member of the  Controlled  Group shall have
been  notified by the sponsor of a  Multiemployer  Plan that such  Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title IV
of ERISA,  if as a result of such  reorganization  or termination  the aggregate
annual  contributions  of the  Company and the other  members of the  Controlled
Group  (taken  as a  whole)  to  all  Multiemployer  Plans  which  are  then  in
reorganization  or being  terminated  have  been or will be  increased  over the
amounts contributed to such Multiemployer Plans for the respective plan years of

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<PAGE>
each such  Multiemployer  Plan immediately  preceding the plan year in which the
reorganization  or  termination  occurs by an amount which could  reasonably  be
expected to have a Material Adverse Effect.

     7.13 The Company or any of its Subsidiaries shall (i) be the subject of any
proceeding or investigation pertaining to the release by the Company, any of its
Subsidiaries  or any other Person of any toxic or  hazardous  waste or substance
into the environment,  or (ii) violate any Environmental Law, which, in the case
of an event described in clause (i) or clause (ii), could reasonably be expected
to have a Material Adverse Effect.

     7.14 Any Change in Control shall occur.

     7.15  Nonpayment by the Company or any  Subsidiary  of any Rate  Management
Obligation  when due or the breach by the Company or any Subsidiary of any term,
provision or condition contained in any Rate Management Transaction.

     7.16 Any  Collateral  Document  shall for any reason,  other than an act or
omission  of the Agent or any  Holder of Secured  Obligations,  fail to create a
valid and perfected security interest in the Collateral  purported to be covered
thereby,  subject only to the Liens permitted by the Credit Agreement,  and such
failure shall not be remedied  within ten days;  or any Borrower  shall take any
action to  discontinue or to assert the  invalidity or  unenforceability  of any
Collateral Document, whether as to such Borrower or in its entirety.

     7.17 The Company  shall fail to comply in a timely manner with the terms of
any preferred  stock issued by the Company  pursuant to which any holder thereof
shall have  elected  to  convert  such  preferred  stock to common  stock of the
Company, and as a consequence thereof any such holder shall have given notice to
the Company demanding the redemption of such preferred stock.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1  ACCELERATION;  FACILITY  LC  COLLATERAL  ACCOUNT.  (i) If any  Default
described  in  Section  7.6 or 7.7 occurs  with  respect  to any  Borrower,  the
obligations of the Lenders to make Loans  hereunder and the obligation and power
of the LC Issuer to issue  Facility LCs shall  automatically  terminate  and the
Obligations  shall  immediately  become due and payable  without any election or
action on the part of the Agent, the LC Issuer or any Lender,  and the Borrowers
will be and  become  thereby  unconditionally  obligated,  without  any  further
notice,  act or demand,  to pay to the Agent an amount in immediately  available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC  Obligations  at such time,  less (y) the
amount on deposit in the  Facility LC  Collateral  Account at such time which is
free and  clear of all  rights  and  claims  of third  parties  and has not been
applied  against the Obligations  (such  difference,  the "Collateral  Shortfall
Amount").  If any other Default occurs and is continuing,  the Required  Lenders
(or the Agent with the consent of the  Required  Lenders)  may (a)  terminate or
suspend  the  obligations  of the  Lenders  to  make  Loans  hereunder  and  the
obligation  and power of the LC Issuer to issue  Facility  LCs,  or declare  the
Obligations  to be due and payable,  or both,  whereupon the  Obligations  shall

                                       51
<PAGE>
become  immediately due and payable,  without  presentment,  demand,  protest or
notice of any kind, all of which the Borrowers hereby expressly waives,  and (b)
upon notice to the Borrowers and in addition to the  continuing  right to demand
payment  of all  amounts  payable  under  this  Agreement,  make  demand  on the
Borrowers to pay, and the Borrowers will, forthwith upon such demand and without
any further  notice or act, pay to the Agent the  Collateral  Shortfall  Amount,
which funds shall be deposited in the Facility LC Collateral Account.

          (ii) If at any  time  while  any  Default  is  continuing,  the  Agent
     determines  that the  Collateral  Shortfall  Amount at such time is greater
     than  zero,  the Agent may make  demand on the  Borrowers  to pay,  and the
     Borrowers  will,  forthwith upon such demand and without any further notice
     or act, pay to the Agent the Collateral Shortfall Amount, which funds shall
     be deposited in the Facility LC Collateral Account.

          (iii) The Agent may at any time or from time to time  after  funds are
     deposited in the Facility LC  Collateral  Account,  apply such funds to the
     payment of the Obligations and any other amounts as shall from time to time
     have  become due and  payable  by the  Borrowers  to the  Lenders or the LC
     Issuer under the Loan Documents.

          (iv) At any time while any Default is continuing, neither any Borrower
     nor any Person claiming on behalf of or through any Borrower shall have any
     right to  withdraw  any of the funds  held in the  Facility  LC  Collateral
     Account.  After all of the Obligations have been  indefeasibly paid in full
     and the Aggregate  Commitment has been  terminated,  any funds remaining in
     the Facility LC  Collateral  Account  shall be returned by the Agent to the
     Borrowers or paid to whomever may be legally entitled thereto at such time.

          (v) If,  within 30 days  after  acceleration  of the  maturity  of the
     Obligations or termination of the  obligations of the Lenders to make Loans
     and the  obligation  and  power  of the LC  Issuer  to issue  Facility  LCs
     hereunder  as a result of any Default  (other than any Default as described
     in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment
     or decree for the payment of the  Obligations  due shall have been obtained
     or  entered,  the  Required  Lenders  (in their sole  discretion)  shall so
     direct, the Agent shall, by notice to the Borrowers, rescind and annul such
     acceleration and/or termination.

     8.2  AMENDMENTS.  Subject  to the  provisions  of this  Article  VIII,  the
Required  Lenders  (or the Agent with the  consent  in  writing of the  Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any  provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the  Borrowers  hereunder  or waiving
any Default hereunder;  PROVIDED,  HOWEVER, that no such supplemental  agreement
shall, without the consent of each Lender affected thereby:

          (i) Extend the final  maturity of any Loan,  or extend the expiry date
     of any Facility LC to a date after the Facility Termination Date or forgive
     all or any portion of the  principal  amount  thereof or any  Reimbursement
     Obligation  related  thereto,  or  reduce  the rate or  extend  the time of
     payment of interest or fees thereon or  Reimbursement  Obligations  related
     thereto.

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<PAGE>
          (ii) Reduce the  percentage  specified in the  definition  of Required
     Lenders.

          (iii) Extend the Facility  Termination  Date,  or reduce the amount or
     extend the payment date for, the mandatory  payments required under Section
     2.2, or increase the amount of the Aggregate Commitment (except as provided
     in  Section  2.1(b)),  the  Commitment  of  any  Lender  hereunder  or  the
     commitment  to issue  Facility  LCs,  or permit any  Borrower to assign its
     rights under this Agreement.

          (iv) Amend this Section 8.2.

          (v) Release any  Borrower  from joint and  several  liability  for the
     Obligations or, except as provided in the Collateral Documents, release all
     or substantially all of the Collateral.

Notwithstanding  the foregoing,  the Agent,  the Borrowers and a Lender or other
financial  institution  providing an additional  Commitment  pursuant to Section
2.1(b) may enter into a supplement  hereto for such purpose  without the consent
of any other party  hereto.  No  amendment of any  provision  of this  Agreement
relating to the Agent  shall be  effective  without  the written  consent of the
Agent,  no amendment of any  provision  relating to the Swing Line Lender or any
Swing Line Loans shall be  effective  without  the written  consent of the Swing
Line Lender,  and no amendment of any provision  relating to the LC Issuer shall
be effective  without the written consent of the LC Issuer.  The Agent may waive
payment of the fee required under Section  12.3.2 without  obtaining the consent
of any other party to this Agreement.

     8.3  PRESERVATION  OF RIGHTS.  No delay or omission of the Lenders,  the LC
Issuer or the Agent to exercise any right under the Loan Documents  shall impair
such right or be  construed  to be a waiver of any  Default  or an  acquiescence
therein, and the making of a Credit Extension notwithstanding the existence of a
Default or the inability of any Borrower to satisfy the conditions  precedent to
such Credit  Extension  shall not  constitute  any waiver or  acquiescence.  Any
single or partial exercise of any such right shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or
other  variation of the terms,  conditions or  provisions of the Loan  Documents
whatsoever  shall be valid  unless in  writing  signed by the  Lenders  required
pursuant  to  Section  8.2,  and  then  only  to  the  extent  in  such  writing
specifically set forth.  All remedies  contained in the Loan Documents or by law
afforded  shall be  cumulative  and all shall be available to the Agent,  the LC
Issuer and the Lenders until the Obligations have been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     9.1 SURVIVAL OF REPRESENTATIONS.  All representations and warranties of the
Borrowers  contained in this  Agreement  shall  survive the making of the Credit
Extensions herein contemplated.

     9.2 GOVERNMENTAL  REGULATION.  Anything  contained in this Agreement to the
contrary  notwithstanding,  neither  the LC  Issuer  nor  any  Lender  shall  be
obligated to extend  credit to any Borrower in  violation of any  limitation  or
prohibition provided by any applicable statute or regulation.

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<PAGE>
     9.3 HEADINGS. Section headings in the Loan Documents are for convenience of
reference only, and shall not govern the interpretation of any of the provisions
of the Loan Documents.

     9.4 ENTIRE  AGREEMENT.  The Loan Documents  embody the entire agreement and
understanding among the Borrowers,  the Agent, the LC Issuer and the Lenders and
supersede all prior  agreements  and  understandings  among the  Borrowers,  the
Agent,  the LC Issuer and the Lenders  relating to the  subject  matter  thereof
other than the fee letters described in Section 10.13.

     9.5  SEVERAL  OBLIGATIONS;  BENEFITS  OF  THIS  AGREEMENT.  The  respective
obligations  of the  Lenders  hereunder  are several and not joint and no Lender
shall be the  partner  or agent of any other  (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its  obligations  hereunder  shall not relieve any other  Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit  upon any Person other than the parties to this  Agreement  and
their respective  successors and assigns,  provided,  however,  that the parties
hereto  expressly  agree  that the  Arranger  shall  enjoy the  benefits  of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent  specifically set forth
therein and shall have the right to enforce  such  provisions  on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

     9.6  EXPENSES;  INDEMNIFICATION.  (i) The  Borrowers  jointly and severally
agree to reimburse the Agent and the Arranger for any reasonable costs, internal
charges and out-of-pocket  expenses  (including  reasonable  attorneys' fees and
time charges of attorneys for the Agent, which attorneys may be employees of the
Agent)  paid or incurred by the Agent or the  Arranger  in  connection  with the
preparation,  negotiation,  execution, delivery, syndication, review, amendment,
modification,  and  administration  of the Loan  Documents.  The Borrowers  also
jointly and severally agree to reimburse the Agent, the Arranger,  the LC Issuer
and the Lenders for any reasonable  costs,  internal  charges and  out-of-pocket
expenses (including reasonable attorneys' fees and time charges of attorneys for
the Agent, the Arranger,  the LC Issuer and the Lenders,  which attorneys may be
employees of the Agent,  the  Arranger,  the LC Issuer or the  Lenders)  paid or
incurred by the Agent,  the Arranger,  the LC Issuer or any Lender in connection
with the  collection  and  enforcement  of the Loan  Documents.  Expenses  being
reimbursed  by the Borrowers  under this Section  include,  without  limitation,
costs and  expenses  incurred in  connection  with the Reports  described in the
following  sentence.  The Borrowers  acknowledge that from time to time Bank One
may prepare and may  distribute  to the Lenders (but shall have no obligation or
duty to prepare or to  distribute  to the Lenders)  certain  audit  reports (the
"Reports") pertaining to the Borrowers' assets for internal use by Bank One from
information furnished to it by or on behalf of the Borrowers, after Bank One has
exercised its rights of inspection pursuant to this Agreement.

          (ii) The  Borrowers  hereby  further  jointly and  severally  agree to
     indemnify  the Agent,  the Arranger,  the LC Issuer and each Lender,  their
     respective affiliates, and each of their directors,  officers and employees
     against all losses, claims, damages, penalties, judgments,  liabilities and
     expenses  (including,  without  limitation,  all expenses of  litigation or

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     preparation therefor whether or not the Agent, the Arranger,  the LC Issuer
     or any Lender or any  affiliate is a party  thereto)  which any of them may
     pay or incur arising out of or relating to this  Agreement,  the other Loan
     Documents,  the transactions  contemplated hereby or the direct or indirect
     application or proposed application of the proceeds of any Credit Extension
     hereunder  except  to the  extent  that  they  are  determined  in a  final
     non-appealable  judgment  by a  court  of  competent  jurisdiction  to have
     resulted  from the gross  negligence  or  willful  misconduct  of the party
     seeking  indemnification.  The  obligations  of the  Borrowers  under  this
     Section 9.6 shall survive the termination of this Agreement.

          (iii) The Borrowers  acknowledge  and agree that,  promptly  after the
     Effective  Date,  the Agent (or counsel  for the  Agent),  on behalf of the
     Lenders,  will enter into an engagement letter with BDO Seidman, or, if BDO
     Seidman declines such engagement,  another  consultant  satisfactory to the
     Agent (in either case, the "Consultant"),  pursuant to which the Agent will
     direct the  Consultant  to deliver a completed  report to the  Lenders,  no
     later than October 31, 2001,  with respect to the following  aspects of the
     Borrowers'  operations:  (i) procedures for  accumulating  field production
     data;  (ii)  procedures for reporting  field  production data into internal
     accounting  systems;  (iii)  procedures for  documenting  the scope of work
     changes in the field and change order  requests;  and (iv)  benchmarking of
     the Borrowers'  procedures  for reporting  field  production  data with the
     standards  and best  practices in the  industry,  all in form and substance
     satisfactory to the Agent. The Borrowers hereby jointly and severally agree
     (a) to provide the Consultant  with access to management and information on
     a basis  sufficient to enable the  Consultant to complete its engagement in
     accordance  with its terms  and (b) to pay or  reimburse  the  Consultant's
     reasonable fees and expenses in connection with such engagement.

     9.7 NUMBERS OF DOCUMENTS.  All statements,  notices, closing documents, and
requests hereunder shall be furnished to the Agent with sufficient  counterparts
so that the Agent may furnish one to each of the Lenders.

     9.8 ACCOUNTING.  Except as provided to the contrary herein,  all accounting
terms  used  herein  shall  be  interpreted  and all  accounting  determinations
hereunder shall be made in accordance with Agreement Accounting Principles.

     9.9 SEVERABILITY OF PROVISIONS.  Any provision in any Loan Document that is
held to be inoperative,  unenforceable, or invalid in any jurisdiction shall, as
to  that  jurisdiction,  be  inoperative,   unenforceable,  or  invalid  without
affecting  the  remaining  provisions  in that  jurisdiction  or the  operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

     9.10 NONLIABILITY OF LENDERS. The relationship between the Borrowers on the
one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be
solely that of borrower  and lender.  Neither the Agent,  the  Arranger,  the LC
Issuer nor any Lender shall have any fiduciary responsibilities to any Borrower.
Neither the Agent,  the Arranger,  the LC Issuer nor any Lender  undertakes  any
responsibility  to any Borrower to review or inform such  Borrower of any matter
in connection  with any phase of such  Borrower's  business or operations.  Each
Borrower  agrees that  neither the Agent,  the  Arranger,  the LC Issuer nor any
Lender shall have liability to such Borrower (whether sounding in tort, contract
or otherwise) for losses suffered by such Borrower in connection  with,  arising

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out  of,  or in any  way  related  to,  the  transactions  contemplated  and the
relationship  established by the Loan Documents,  or any act,  omission or event
occurring  in  connection  therewith,   unless  it  is  determined  in  a  final
non-appealable  judgment by a court of competent  jurisdiction  that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery  is sought.  Neither  the Agent,  the  Arranger,  the LC Issuer nor any
Lender  shall have any  liability  with  respect  to, and each  Borrower  hereby
waives,  releases  and  agrees  not  to  sue  for,  any  special,   indirect  or
consequential  damages suffered by such Borrower in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

     9.11   CONFIDENTIALITY.   Each  Lender  agrees  to  hold  any  confidential
information  which it may receive from the Borrowers  pursuant to this Agreement
in confidence,  except for disclosure (i) to its affiliates and to other Lenders
and their respective affiliates, (ii) to legal counsel,  accountants,  and other
professional  advisors to such Lender or to a  Transferee,  (iii) to  regulatory
officials,  (iv) to any Person as  requested  pursuant to or as required by law,
regulation,  or legal  process,  (v) to any Person in connection  with any legal
proceeding  to which such  Lender is a party,  (vi) to such  Lender's  direct or
indirect  contractual  counterparties  in swap  agreements or to legal  counsel,
accountants and other professional  advisors to such  counterparties,  and (vii)
permitted by Section 12.4.

     9.12  PERFORMANCE  OF  OBLIGATIONS.  The  Borrowers  agree that,  after the
occurrence  and during the  continuance  of a Default,  the Agent may, but shall
have no obligation to, (i) at any time, pay or discharge taxes, liens,  security
interests or other  encumbrances  levied or placed on or threatened  against any
Collateral  (other than any of the foregoing  which is permitted  hereunder) and
(ii) make any other  payment or perform any act required of any  Borrower  under
any Loan  Document or take any other  action  which the Agent in its  discretion
deems necessary or desirable to protect or preserve the  Collateral,  including,
without limitation, any action to (y) effect any repairs or obtain any insurance
called for by the terms of any of the Loan  Documents and to pay all or any part
of the premiums  therefor and the costs thereof and (z) pay any rents payable by
any  Borrower  which are more than 30 days past due, or as to which the landlord
has  given  notice of  termination,  under any  lease.  The Agent  shall use its
reasonable  efforts to give the Borrowers  five (5) Business Days' notice of any
action  taken  under  this  Section  9.12  prior to the  taking of such  action;
PROVIDED  that the failure to give such notice  shall not affect the  Borrowers'
obligations in respect thereof, and PROVIDED FURTHER that the right of the Agent
to  obtain  any  insurance  required  by the  terms of this  Agreement  shall be
governed by Section 6.6(b).  The Borrowers jointly and severally agree to pay to
the Agent, promptly after receipt of a reasonably detailed invoice therefor, the
principal  amount of all funds  advanced by the Agent under this  Section  9.12,
together  with  interest  thereon  at the rate from time to time  applicable  to
Floating  Rate  Loans  from  the  date of such  advance  until  the  outstanding
principal balance thereof is paid in full. If the Borrowers fail to make payment
in respect of any such  advance  under this Section 9.12 within one (1) Business
Day after the date the Borrowers receive written demand therefor from the Agent,
the Agent shall promptly notify each Lender and each Lender agrees that it shall
thereupon  make  available to the Agent,  in immediately  available  funds,  the
amount equal to such Lender's Pro Rata Share of such advance.  If such funds are
not made available to the Agent by such Lender within one (1) Business Day after
the  Agent's  demand  therefor,  the Agent will be  entitled to recover any such
amount from such Lender  together  with  interest  thereon at the Federal  Funds
Effective  Rate for each day during the  period  commencing  on the date of such
demand and ending on the date such amount is received. The failure of any Lender

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to make  available  to the  Agent  its Pro Rata  Share of any such  unreimbursed
advance  under this Section 9.12 shall  neither  relieve any other Lender of its
obligation hereunder to make available to the Agent such other Lender's Pro Rata
Share of such  advance on the date such  payment is to be made nor  increase the
obligation  of  any  other  Lender  to  make  such  payment  to the  Agent.  All
outstanding principal of, and interest on, advances made under this Section 9.12
shall constitute Obligations secured by the Collateral until paid in full by the
Borrowers.

     9.13 JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

          9.13.1. JOINT AND SEVERAL OBLIGATIONS.  The Borrowers shall be jointly
     and severally liable for the payment of the Obligations and the performance
     of each and all of the covenants and agreements of the Borrowers under this
     Agreement and the other Loan Documents.

          9.13.2.  LIMITATION  ON  OBLIGATIONS.  (a) In any action or proceeding
     involving  any state  corporate  law,  or any  state,  federal  or  foreign
     bankruptcy, insolvency, reorganization or other law affecting the rights of
     creditors  generally,  if  the  obligations  of  any  Borrower  under  this
     Agreement would otherwise be held or determined to be avoidable, invalid or
     unenforceable  on account of the amount of such Borrower's  liability under
     this Agreement, then, notwithstanding any other provision of this Agreement
     to the contrary,  the amount of such liability  shall,  without any further
     action  by the  Borrowers,  the  Agent,  the LC Issuer  or any  Lender,  be
     automatically  limited and reduced to the highest  amount that is valid and
     enforceable as determined in such action or proceeding (such highest amount
     determined  hereunder being the relevant Borrower's  "Maximum  Liability").
     This  Section  9.13.2(a)  with  respect  to the  Maximum  Liability  of the
     Borrowers is intended  solely to preserve  the rights of the Agent,  the LC
     Issuer and the  Lenders  hereunder  to the  maximum  extent not  subject to
     avoidance  under  applicable  law,  and neither any  Borrower nor any other
     Person  shall have any right or claim  under this  Section  9.13.2(a)  with
     respect to the Maximum  Liability,  except to the extent  necessary so that
     the obligations of each Borrower  hereunder shall not be rendered  voidable
     under applicable law.

          (b) Each of the Borrowers  agrees that the Obligations may at any time
     and from time to time exceed the Maximum  Liability of such  Borrower,  and
     may exceed the aggregate  Maximum  Liability of all the Borrowers,  without
     impairing the Borrowers'  obligations hereunder or affecting the rights and
     remedies of the Agent, the LC Issuer and the Lenders hereunder.  Nothing in
     this  Section  9.13.2(b)  shall be  construed  to increase  any  Borrower's
     obligations hereunder beyond its Maximum Liability.

          (c) In the event any  Borrower  (a "Paying  Borrower")  shall make any
     payment or  payments  under  this  Agreement  in excess of its own  primary
     obligations with respect to Loans made to it and Facility LC issued for its
     account or shall  suffer any loss as a result of any  realization  upon any
     Collateral  granted by it to secure its obligations under this Agreement in
     excess of its own primary  obligations with respect to Loans made to it and
     Facility  LCs  issued  for  its  account,   each  other  Borrower  (each  a
     "Non-Paying  Borrower")  shall contribute to such Paying Borrower an amount
     equal to such  Non-Paying  Borrower's  "Pro Rata Share" of such  payment or

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<PAGE>
     payments  made,  or  losses  suffered,  by such  Paying  Borrower.  For the
     purposes hereof,  each Non-Paying  Borrower's "Pro Rata Share" with respect
     to any such payment or loss by a Paying  Borrower shall be determined as of
     the date on which such  payment or loss was made by  reference to the ratio
     of (i)  such  Non-Paying  Borrower's  Maximum  Liability  as of  such  date
     (without giving effect to any right to receive,  or obligation to make, any
     contribution  hereunder)  to (ii) the  aggregate  Maximum  Liability of all
     Borrowers  hereunder  (including  such  Paying  Borrower)  as of such  date
     (without giving effect to any right to receive,  or obligation to make, any
     contribution hereunder). Nothing in this Section 9.13.2(c) shall affect any
     Borrower's  several  liability for the entire amount of the Obligations (up
     to such Borrower's Maximum Liability).  Each of the Borrowers covenants and
     agrees  that its right to  receive  any  contribution  under  this  Section
     9.13.2(c) from a Non-Paying  Borrower  shall be  subordinate  and junior in
     right of payment to all the  Obligations.  The  provisions  of this Section
     9.13.2(c)  are for the benefit of all of the parties to this  Agreement and
     may be  enforced  by or on  behalf of any one,  or more,  or all of them in
     accordance with the terms hereof.

          9.13.3.  OBLIGATIONS  UNCONDITIONAL.  Subject to Section  9.13.2,  the
     obligations of each of the Borrowers  hereunder shall be unconditional  and
     absolute and, without  limiting the generality of the foregoing,  shall not
     be released, discharged or otherwise affected by:

          (i) any extension, renewal, settlement,  compromise, waiver or release
     in respect of any of the Obligations,  by operation of law or otherwise, or
     any  obligation of any other  guarantor of any of the  Obligations,  or any
     default,  failure  or  delay,  willful  or  otherwise,  in the  payment  or
     performance of the Obligations;

          (ii) any modification or amendment of or supplement to this Agreement,
     any Note, any Rate Management Transaction or any other Loan Document;

          (iii)  any  release,  nonperfection  or  invalidity  of any  direct or
     indirect security for any Obligations  under this Agreement,  any Note, any
     Rate Management Transaction, any other Loan Document, or any obligations of
     any other guarantor of any of the Obligations,  or any action or failure to
     act by the Agent, the LC Issuer,  any Lender or any affiliate of any Lender
     with respect to any Collateral securing all or any part of the Obligations;

          (iv) any change in the corporate existence,  structure or ownership of
     the  Company or any other  Borrower  or any other  guarantor  of any of the
     Obligations, or any insolvency, bankruptcy, reorganization or other similar
     proceeding  affecting  the  Company  or any  other  Borrower  or any  other
     guarantor of the Obligations,  or its assets,  or any resulting  release or
     discharge  of any  obligation  of the Company or any other  Borrower or any
     other guarantor of any of the Obligations;

          (v) the  existence  of any  claim,  setoff or other  rights  which any
     Borrower may have at any time against the Company or any other  Borrower or
     any other guarantor of any of the  Obligations,  the Agent,  the LC Issuer,
     any Lender or any other  Person,  whether  in  connection  herewith  or any
     unrelated transactions;

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          (vi) any  invalidity  or  unenforceability  relating to or against the
     Company  or  any  other  Borrower  or  any  other  guarantor  of any of the
     Obligations,  for any reason related to this Agreement, any Rate Management
     Transaction, any other Loan Document, or any provision of applicable law or
     regulation  purporting to prohibit the payment, by the Company or any other
     Borrower or any other guarantor of the Obligations,  of the principal of or
     interest  on any Note or any other  amount  payable  by the  Company or any
     other  Borrower  under  this  Agreement,  any  Note,  any  Rate  Management
     Transaction or any other Loan Document; or

          (vii)  any other  act or  omission  to act or delay of any kind by the
     Company or any other  Borrower or any other  guarantor of the  Obligations,
     the Agent,  the LC Issuer,  any  Lender or any other  Person,  or any other
     circumstance whatsoever which might, but for the provisions of this Section
     9.13.3,  constitute  a  legal  or  equitable  discharge  of any  Borrower's
     obligations hereunder.

Each  of  the  Borrowers  hereby  fully  and  completely  waives,  releases  and
relinquishes  any and all defenses and claims based on  principles of suretyship
and/or guaranty and any and all benefits under Arizona Revised Statutes Sections
12-1641 through 12-1646 and Rule 17(f) of the Arizona Rules of Civil Procedure.

     9.14 NO NOVATION.  Notwithstanding  anything herein to the contrary,  it is
the  intention  of the parties  hereto that the  execution  and delivery of this
Agreement not effect a novation,  payment,  discharge,  or extinguishment of the
Original  Agreement,  but merely a  restatement  and  substitution  of the terms
thereof.

                                   ARTICLE X

                                    THE AGENT

     10.1 APPOINTMENT;  NATURE OF RELATIONSHIP.  Bank One, Arizona, NA is hereby
appointed  by each of the  Lenders  as its  contractual  representative  (herein
referred to as the "Agent")  hereunder and under each other Loan  Document,  and
each of the Lenders  irrevocably  authorizes the Agent to act as the contractual
representative  of such  Lender with the rights and duties  expressly  set forth
herein  and in the  other  Loan  Documents.  The  Agent  agrees  to act as  such
contractual representative upon the express conditions contained in this Article
X.  Notwithstanding  the  use of  the  defined  term  "Agent,"  it is  expressly
understood   and   agreed   that  the  Agent   shall  not  have  any   fiduciary
responsibilities  to any  Lender by reason of this  Agreement  or any other Loan
Document and that the Agent is merely acting as the  contractual  representative
of the  Lenders  with  only  those  duties  as are  expressly  set forth in this
Agreement  and  the  other  Loan  Documents.  In its  capacity  as the  Lenders'
contractual  representative,  the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders,  (ii) is a "representative"  of the Lenders within
the meaning of Section 9-105 of the Uniform  Commercial Code and (iii) is acting
as an  independent  contractor,  the rights  and duties of which are  limited to
those expressly set forth in this Agreement and the other Loan  Documents.  Each
of the Lenders  hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability  for breach of  fiduciary  duty,  all of
which claims each Lender hereby waives.

     10.2 POWERS.  The Agent shall have and may  exercise  such powers under the
Loan Documents as are  specifically  delegated to the Agent by the terms of each
thereof,  together with such powers as are reasonably  incidental  thereto.  The

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Agent shall have no implied  duties to the  Lenders,  or any  obligation  to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

     10.3  GENERAL  IMMUNITY.  Neither  the  Agent  nor  any of  its  directors,
officers,  agents or employees  shall be liable to any Borrower,  the Lenders or
any Lender for any action  taken or omitted to be taken by it or them  hereunder
or under any other Loan Document or in connection  herewith or therewith  except
to the extent such action or inaction is  determined  in a final  non-appealable
judgment  by a court of  competent  jurisdiction  to have  arisen from the gross
negligence or willful misconduct of such Person.

     10.4 NO RESPONSIBILITY FOR LOANS, RECITALS,  ETC. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain,  inquire into, or verify (a) any  statement,  warranty or
representation  made in  connection  with any  Loan  Document  or any  borrowing
hereunder;  (b)  the  performance  or  observance  of any of  the  covenants  or
agreements  of  any  obligor  under  any  Loan  Document,   including,   without
limitation,  any agreement by an obligor to furnish information directly to each
Lender;  (c) the  satisfaction of any condition  specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible  existence of any Default or Unmatured  Default;  (e) the  validity,
enforceability,  effectiveness,  sufficiency or genuineness of any Loan Document
or any other instrument or writing  furnished in connection  therewith;  (f) the
value,  sufficiency,  creation,  perfection  or  priority  of  any  Lien  in any
collateral  security;  or (g) the  financial  condition  of any  Borrower or any
guarantor of any of the Obligations or of any Borrower's or any such guarantor's
respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders
information  that is not required to be furnished by the Company or any Borrower
to the Agent at such time,  but is  voluntarily  furnished by the Company or any
Borrower  to the Agent  (either in its  capacity  as Agent or in its  individual
capacity).

     10.5 ACTION ON  INSTRUCTIONS  OF  LENDERS.  The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan  Document  in  accordance  with  written  instructions  signed by the
Required  Lenders,  and such instructions and any action taken or failure to act
pursuant  thereto  shall be binding on all of the  Lenders.  The Lenders  hereby
acknowledge  that the  Agent  shall  be under no duty to take any  discretionary
action  permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan  Document  unless it shall be requested in writing to do so by
the Required Lenders.  The Agent shall be fully justified in failing or refusing
to take any action  hereunder and under any other Loan Document  unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all  liability,  cost and  expense  that it may  incur by  reason  of  taking or
continuing to take any such action.

     10.6  EMPLOYMENT  OF AGENTS AND  COUNSEL.  The Agent may execute any of its
duties  as Agent  hereunder  and under any other  Loan  Document  by or  through
employees,  agents,  and  attorneys-in-fact  and shall not be  answerable to the
Lenders,  except  as to money or  securities  received  by it or its  authorized
agents,  for the default or misconduct  of any such agents or  attorneys-in-fact
selected by it with  reasonable  care.  The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters  pertaining to the Agent's duties  hereunder and under any other
Loan Document.

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     10.7  RELIANCE ON DOCUMENTS;  COUNSEL.  The Agent shall be entitled to rely
upon any  Note,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
statement,  paper or  document  believed  by it to be genuine and correct and to
have been  signed or sent by the proper  person or  persons,  and, in respect to
legal matters,  upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

     10.8  AGENT'S  REIMBURSEMENT  AND  INDEMNIFICATION.  The  Lenders  agree to
reimburse and indemnify the Agent ratably in proportion to their  respective Pro
Rata Shares (i) for any amounts not  reimbursed  by the  Borrowers for which the
Agent is entitled to  reimbursement  by the Borrowers  under the Loan Documents,
(ii) for any other expenses  incurred by the Agent on behalf of the Lenders,  in
connection  with  the  preparation,   execution,  delivery,  administration  and
enforcement  of the  Loan  Documents  (including,  without  limitation,  for any
expenses  incurred by the Agent in connection with any dispute between the Agent
and any  Lender  or  between  two or  more of the  Lenders)  and  (iii)  for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted  against the Agent in any way relating to or
arising out of the Loan Documents or any other document  delivered in connection
therewith  or  the  transactions   contemplated   thereby  (including,   without
limitation,  for any such amounts  incurred by or asserted  against the Agent in
connection  with any dispute  between the Agent and any Lender or between two or
more  of the  Lenders),  or the  enforcement  of any of the  terms  of the  Loan
Documents or of any such other  documents,  PROVIDED that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final  non-appealable  judgment  by a court of  competent  jurisdiction  to have
resulted from the gross  negligence or willful  misconduct of the Agent and (ii)
any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding
the  provisions  of  this  Section  10.8,  be  paid by the  relevant  Lender  in
accordance  with the provisions  thereof.  The  obligations of the Lenders under
this Section 10.8 shall survive  payment of the  Obligations  and termination of
this Agreement.

     10.9 NOTICE OF DEFAULT.  The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured  Default  hereunder  unless
the Agent has received written notice from a Lender or any Borrower referring to
this  Agreement  describing  such Default or Unmatured  Default and stating that
such notice is a "notice of default".  In the event that the Agent receives such
a notice, the Agent shall give prompt notice thereof to the Lenders.

     10.10  RIGHTS  AS A LENDER.  In the event the Agent is a Lender,  the Agent
shall  have the same  rights  and  powers  hereunder  and under  any other  Loan
Document  with  respect  to its  Commitment  and its Loans as any Lender and may
exercise  the same as though it were not the  Agent,  and the term  "Lender"  or
"Lenders"  shall,  at any time when the Agent is a Lender,  unless  the  context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its affiliates may accept deposits from, lend money to, and generally  engage in
any kind of trust,  debt,  equity or other  transaction,  in  addition  to those
contemplated  by this Agreement or any other Loan Document,  with the Company or
any of  its  Subsidiaries  in  which  the  Company  or  such  Subsidiary  is not
restricted  hereby  from  engaging  with any other  Person.  The  Agent,  in its
individual capacity, is not obligated to remain a Lender.

     10.11  LENDER  CREDIT  DECISION.  Each  Lender  acknowledges  that  it has,
independently  and without  reliance  upon the Agent,  the Arranger or any other
Lender and based on the  financial  statements  prepared by the Company and such

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other  documents  and  information  as it has deemed  appropriate,  made its own
credit  analysis  and decision to enter into this  Agreement  and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance  upon the Agent,  the  Arranger  or any other  Lender and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement and the other Loan Documents.

     10.12 SUCCESSOR  AGENT.  The Agent may resign at any time by giving written
notice thereof to the Lenders and the Company,  such resignation to be effective
upon the  appointment  of a successor  Agent or, if no successor  Agent has been
appointed,  forty-five  days  after  the  retiring  Agent  gives  notice  of its
intention to resign.  The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders,  such removal
to be effective on the date  specified  by the Required  Lenders.  Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Lenders,  a successor Agent. If no successor Agent shall have been
so appointed  by the Required  Lenders  within  thirty days after the  resigning
Agent's giving notice of its intention to resign,  then the resigning  Agent may
appoint,  on behalf of the  Lenders,  a  successor  Agent.  Notwithstanding  the
previous  sentence,  the  Agent  may at any  time  without  the  consent  of the
Borrowers  or any Lender,  appoint any of its  affiliates  which is a commercial
bank as a successor Agent  hereunder.  If the Agent has resigned or been removed
and no  successor  Agent has been  appointed,  the  Lenders  may perform all the
duties of the Agent  hereunder  and the  Borrowers  shall make all  payments  in
respect of the  Obligations to the applicable  Lender and for all other purposes
shall deal directly with the Lenders.  No successor  Agent shall be deemed to be
appointed hereunder until such successor Agent has accepted the appointment. Any
such  successor  Agent shall be a  commercial  bank having  capital and retained
earnings of at least  $100,000,000.  Upon the  acceptance of any  appointment as
Agent  hereunder by a successor  Agent,  such  successor  Agent shall  thereupon
succeed to and become vested with all the rights, powers,  privileges and duties
of the resigning or removed Agent.  Upon the effectiveness of the resignation or
removal of the Agent,  the resigning or removed  Agent shall be discharged  from
its duties and  obligations  hereunder and under the Loan  Documents.  After the
effectiveness  of the resignation or removal of an Agent, the provisions of this
Article X shall  continue  in effect for the benefit of such Agent in respect of
any actions  taken or omitted to be taken by it while it was acting as the Agent
hereunder  and under the other  Loan  Documents.  In the event  that  there is a
successor  to the  Agent  by  merger,  or  the  Agent  assigns  its  duties  and
obligations to an affiliate pursuant to this Section 10.12, then the term "Prime
Rate" as used in this  Agreement  shall mean the prime rate,  base rate or other
analogous rate of the new Agent.

     10.13 AGENT'S FEE. The Borrowers  jointly and severally agree to pay to the
Agent,  for its own  account,  the fees  agreed to by the  Company and the Agent
pursuant to those certain letter  agreements dated February 9, 2000 and June 14,
2001, or as otherwise agreed from time to time.

     10.14  DELEGATION TO  AFFILIATES.  The Borrowers and the Lenders agree that
the Agent may  delegate  any of its duties  under this  Agreement  to any of its
affiliates. Any such affiliate (and such affiliate's directors, officers, agents
and employees)  which performs duties in connection with this Agreement shall be
entitled  to  the  same  benefits  of  the  indemnification,  waiver  and  other
protective provisions to which the Agent is entitled under Articles IX and X.

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     10.15  EXECUTION OF COLLATERAL  DOCUMENTS.  The Lenders  hereby empower and
authorize  the Agent to execute and deliver to the Borrowers on their behalf any
Collateral  Documents  and all related  financing  statements  and any financing
statements,  agreements,  documents  or  instruments  as shall be  necessary  or
appropriate to effect the purposes of the Collateral Documents.

     10.16  COLLATERAL  RELEASES.  The Lenders  hereby empower and authorize the
Agent to execute and deliver to the  Borrowers on their  behalf any  agreements,
documents or  instruments  as shall be necessary  or  appropriate  to effect any
releases of  Collateral  which shall be  permitted by the terms hereof or of any
other Loan Document or which shall  otherwise have been approved by the Required
Lenders  (or, if required by the terms of Section  8.2,  all of the  Lenders) in
writing.

     10.17  CO-AGENTS,  SYNDICATION  AGENT,  ETC.  Neither  any of  the  Lenders
identified in this  Agreement as a "co-agent"  nor the  Syndication  Agent shall
have any right, power, obligation, liability,  responsibility or duty under this
Agreement other than those  applicable to all Lenders as such.  Without limiting
the foregoing,  none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender. Each Lender hereby makes the same  acknowledgments
with  respect to such  Lenders as it makes with  respect to the Agent in Section
10.11.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

     11.1 SETOFF.  In addition to, and without  limitation of, any rights of the
Lenders  under  applicable  law,  if any  Borrower  becomes  insolvent,  however
evidenced,  or any Default occurs,  any and all deposits  (including all account
balances,  whether  provisional  or  final  and  whether  or  not  collected  or
available) and any other Indebtedness at any time held or owing by any Lender or
any affiliate of any Lender to or for the credit or account of such Borrower may
be offset and applied  toward the payment of the  Secured  Obligations  owing to
such Lender, whether or not the Secured Obligations,  or any part thereof, shall
then be due.

     11.2 RATABLE PAYMENTS. If any Lender,  whether by setoff or otherwise,  has
payment made to it upon its  Outstanding  Credit  Exposure  (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater  proportion than
that received by any other Lender, such Lender agrees,  promptly upon demand, to
purchase a portion of the  Aggregate  Outstanding  Credit  Exposure  held by the
other  Lenders so that after such  purchase  each  Lender will hold its Pro Rata
Share of the Aggregate  Outstanding Credit Exposure.  If any Lender,  whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives  collateral or other  protection  for its  Obligations  or such amounts
which may be subject to setoff,  such Lender  agrees,  promptly upon demand,  to
take such action  necessary  such that all Lenders share in the benefits of such
collateral  ratably in  proportion  to their  respective  Pro Rata Shares of the
Aggregate  Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

     11.3 APPLICATION OF PAYMENTS.  So long as a Default shall have occurred and
be  continuing,  or  if  the  Borrowers  shall  otherwise  fail  to  direct  the
application of payments  hereunder,  the Agent shall, unless otherwise specified

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at the direction of the Required  Lenders,  which  direction shall be consistent
with the last two  sentences  of this  Section  11.3,  apply  all  payments  and
prepayments in respect of any  Obligations and all proceeds of Collateral in the
following order:

          (A) first, to pay interest on and then principal of any portion of the
     Loans  which the Agent may have  advanced on behalf of any Lender for which
     the Agent has not then been reimbursed by such Lender or the Borrowers;

          (B) second,  to pay interest on and then principal of any advance made
     under  Section  9.12 for  which  the  Agent  has not then  been paid by the
     Borrowers or reimbursed by the Lenders;

          (C)  third,  to pay  Obligations  in  respect  of any fees,  expenses,
     reimbursements or indemnities then due to the Agent;

          (D)  fourth,  to pay  Obligations  in respect  of any fees,  expenses,
     reimbursements or indemnities then due to the Lenders and the LC Issuer;

          (E) fifth, to pay interest due in respect of Swing Line Loans;

          (F) sixth,  to pay  interest  due in respect of the Loans  (other than
     Swing Line Loans) and Reimbursement Obligations;

          (G)  seventh,  to the  ratable  payment  or  prepayment  of  principal
     outstanding on Swing Line Loans;

          (H)  eighth,  to  the  ratable  payment  or  prepayment  of  principal
     outstanding  on  Loans,   Reimbursement  Obligations  and  Rate  Management
     Obligations owing to any Lender or any affiliate of any Lender;

          (I) ninth,  to provide  required cash  collateral  pursuant to Section
     8.1; and

          (J) tenth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrowers, all principal payments in respect
of Revolving  Loans shall be applied  first to repay  outstanding  Floating Rate
Loans and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar
Rate Loans which have earlier  expiring  Interest  Periods being repaid prior to
those which have later  expiring  Interest  Periods.  The order of priority  set
forth in this Section 11.3 and the related  provisions of this Agreement are set
forth solely to determine the rights and  priorities of the Agent,  the Lenders,
the LC Issuer and other Holders of Secured Obligations as among themselves.  The
order of priority  set forth in clauses (D) through (J) of this Section 11.3 may
at any time and from time to time be changed  by the  Required  Lenders  without
necessity of notice to or consent of or approval by the Borrowers,  or any other
Person, provided that the order of priority of payments in respect of Swing Line
Loans may be  changed  only with the prior  written  consent  of the Swing  Line
Lender.  The order of  priority  set forth in clauses  (A)  through  (C) of this
Section 11.3 may be changed only with the prior written consent of the Agent.

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11.4  RELATIONS  AMONG  LENDERS.  Except with respect to the exercise of set-off
rights of any Lender in accordance  with Section 11.1, the proceeds of which are
applied  in  accordance  with  this  Agreement,  and  except as set forth in the
following  sentence,  each Lender  agrees that it will not take any action,  nor
institute any actions or proceedings,  against any Borrower or any other obligor
hereunder or with respect to any Collateral or Loan Document,  without the prior
written consent of the Required Lenders or, as may be provided in this Agreement
or the other Loan Documents, at the direction of the Agent.  Notwithstanding the
foregoing,  and  subject to  Section  11.2,  any Lender  shall have the right to
enforce on an  unsecured  basis the payment of the  principal of and interest on
any Loan made by it after the date such principal or interest has become due and
payable pursuant to the terms of this Agreement.

                                  ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1 SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan Documents
shall be binding upon and inure to the benefit of the  Borrowers and the Lenders
and their respective  successors and assigns,  except that (i) no Borrower shall
have the right to assign its rights or obligations  under the Loan Documents and
(ii) any assignment by any Lender must be made in compliance  with Section 12.3.
The parties to this Agreement  acknowledge that clause (ii) of this Section 12.1
relates only to absolute  assignments and does not prohibit assignments creating
security interests,  including,  without limitation, any pledge or assignment by
any Lender of all or any portion of its rights under this Agreement and any Note
to a Federal Reserve Bank; provided,  however, that no such pledge or assignment
creating a security  interest  shall  release  the  transferor  Lender  from its
obligations  hereunder  unless and until the parties  thereto have complied with
the  provisions of Section  12.3.  The Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.3;  provided,  however,  that the
Agent may in its discretion  (but shall not be required to) follow  instructions
from the Person  which made any Loan or which holds any Note to direct  payments
relating to such Loan or Note to another  Person.  Any assignee of the rights to
any Loan or any Note agrees by acceptance of such  assignment to be bound by all
the terms and  provisions  of the Loan  Documents.  Any  request,  authority  or
consent of any  Person,  who at the time of making  such  request or giving such
authority  or consent is the owner of the rights to any Loan  (whether  or not a
Note has been issued in evidence  thereof),  shall be conclusive  and binding on
any subsequent holder or assignee of the rights to such Loan.

     12.2 PARTICIPATIONS.

          12.2.1.  PERMITTED  PARTICIPANTS;  EFFECT.  Any  Lender  may,  in  the
     ordinary  course of its business and in accordance  with applicable law, at
     any  time  sell to one or more  banks or  other  entities  ("Participants")
     participating  interests in any Outstanding Credit Exposure of such Lender,
     any Note held by such Lender,  any  Commitment  of such Lender or any other
     interest of such Lender under the Loan Documents.  In the event of any such
     sale by a Lender of participating interests to a Participant, such Lender's

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     obligations  under the Loan Documents shall remain  unchanged,  such Lender
     shall  remain  solely  responsible  to the  other  parties  hereto  for the
     performance of such obligations,  such Lender shall remain the owner of its
     Outstanding  Credit  Exposure  and the  holder of any Note  issued to it in
     evidence  thereof for all purposes  under the Loan  Documents,  all amounts
     payable by the  Borrowers  under this  Agreement  shall be determined as if
     such Lender had not sold such  participating  interests,  and the Borrowers
     and the Agent shall  continue to deal solely and directly  with such Lender
     in connection  with such  Lender's  rights and  obligations  under the Loan
     Documents.

          12.2.2.  VOTING  RIGHTS.  Each Lender  shall  retain the sole right to
     approve,   without  the  consent  of  any   Participant,   any   amendment,
     modification  or waiver of any provision of the Loan  Documents  other than
     any amendment,  modification or waiver with respect to any Credit Extension
     or  Commitment in which such  Participant  has an interest  which  forgives
     principal,  interest,  fees or any Reimbursement  Obligation or reduces the
     interest rate or fees payable with respect to any such Credit  Extension or
     Commitment, extends the Facility Termination Date, postpones any date fixed
     for any  regularly-scheduled  payment of  principal  of or interest on, any
     Loan in which such Participant has an interest,  or any regularly scheduled
     payment of fees on any such Credit  Extension or  Commitment,  releases any
     guarantor of any such Credit  Extension or releases any collateral  held in
     the Facility LC Collateral  Account  (except in  accordance  with the terms
     hereof) or all or substantially  all of any other  Collateral  securing any
     such Credit Extension.

          12.2.3.  BENEFIT OF SETOFF. Each Borrower agrees that each Participant
     shall be deemed to have the right of setoff  provided  in  Section  11.1 in
     respect  of its  participating  interest  in amounts  owing  under the Loan
     Documents to the same extent as if the amount of its participating interest
     were owing  directly to it as a Lender under the Loan  Documents,  PROVIDED
     that each Lender shall retain the right of setoff  provided in Section 11.1
     with  respect  to the  amount  of  participating  interests  sold  to  each
     Participant.  The Lenders  agree to share with each  Participant,  and each
     Participant,  by exercising  the right of setoff  provided in Section 11.1,
     agrees to share with each  Lender,  any  amount  received  pursuant  to the
     exercise of its right of setoff,  such  amounts to be shared in  accordance
     with Section 11.2 as if each Participant were a Lender.

     12.3 ASSIGNMENTS.

          12.3.1. PERMITTED ASSIGNMENTS.  Any Lender may, in the ordinary course
     of its business and in accordance  with  applicable law, at any time assign
     to one or more banks or other  entities  ("Purchasers")  all or any part of
     its rights and obligations under the Loan Documents.  Such assignment shall
     be  substantially  in the form of Exhibit C or in such other form as may be
     agreed to by the parties thereto. The consent of the Company, the Agent and
     the LC Issuer shall be required prior to an assignment  becoming  effective
     with respect to a Purchaser which is not a Lender or an affiliate  thereof;
     PROVIDED,  HOWEVER,  that if a Default has occurred and is continuing,  the
     consent of the Company  shall not be required.  Such  consent  shall not be
     unreasonably  withheld or delayed.  Each such  assignment with respect to a
     Purchaser which is not a Lender or an affiliate  thereof shall (unless each
     of the Company and the Agent  otherwise  consents) be in an amount not less

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     than the  lesser  of (i)  $5,000,000  or (ii) the  remaining  amount of the
     assigning  Lender's   Commitment   (calculated  as  at  the  date  of  such
     assignment)  or outstanding  Loans (if the  applicable  Commitment has been
     terminated).

          12.3.2.  EFFECT;  EFFECTIVE DATE. Upon (i) delivery to the Agent of an
     assignment, together with any consents required by Section 12.3.1, and (ii)
     payment of a $3,500 fee to the Agent for processing such assignment (unless
     such fee is waived by the Agent), such assignment shall become effective on
     the effective  date  specified in such  assignment.  The  assignment  shall
     contain a  representation  by the  Purchaser to the effect that none of the
     consideration  used to make the purchase of the Commitment and  Outstanding
     Credit Exposure under the applicable assignment agreement constitutes "plan
     assets" as defined  under  ERISA and that the rights and  interests  of the
     Purchaser in and under the Loan  Documents  will not be "plan assets" under
     ERISA. On and after the effective date of such  assignment,  such Purchaser
     shall for all  purposes be a Lender party to this  Agreement  and any other
     Loan  Document  executed  by or on behalf of the Lenders and shall have all
     the rights and  obligations  of a Lender under the Loan  Documents,  to the
     same extent as if it were an original party hereto,  and no further consent
     or action by any  Borrower,  the  Lenders or the Agent shall be required to
     release  the  transferor  Lender  with  respect  to the  percentage  of the
     Aggregate  Commitment  and  Outstanding  Credit  Exposure  assigned to such
     Purchaser.  Upon the consummation of any assignment to a Purchaser pursuant
     to this Section 12.3.2,  the transferor Lender, the Agent and the Borrowers
     shall, if the transferor  Lender or the Purchaser desires that its Loans be
     evidenced by Notes, make appropriate  arrangements so that new Notes or, as
     appropriate, replacement Notes are issued to such transferor Lender and new
     Notes or, as appropriate,  replacement Notes, are issued to such Purchaser,
     in each case in principal amounts reflecting their respective  Commitments,
     as adjusted pursuant to such assignment.

     12.4 DISSEMINATION OF INFORMATION.  Each Borrower authorizes each Lender to
disclose to any  Participant  or  Purchaser  or any other  Person  acquiring  an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective  Transferee  any and all  information  in such  Lender's  possession
concerning the  creditworthiness of the Company and its Subsidiaries,  including
without limitation any information contained in any Reports;  PROVIDED that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

     12.5 TAX TREATMENT.  If any interest in any Loan Document is transferred to
any Transferee which is organized under the laws of any jurisdiction  other than
the United States or any State thereof,  the transferor  Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

     13.1 NOTICES. Except as otherwise permitted by Section 2.14 with respect to
borrowing notices,  all notices,  requests and other communications to any party
hereunder  shall be in writing  (including  electronic  transmission,  facsimile
transmission  or similar  writing) and shall be given to such party:  (a) in the

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case of any  Borrower,  at the  address or  facsimile  number of the Company set
forth  on the  signature  pages  hereof,  (b) in the case of the  Agent,  at its
address or facsimile  number set forth below its  signature  hereto,  (c) in the
case of any  Lender,  at its  address  or  facsimile  number  set  forth  in its
administrative  questionnaire  or (d) in the case of any  party,  at such  other
address or facsimile number as such party may hereafter  specify for the purpose
by notice to the Agent and the  Borrowers in accordance  with the  provisions of
this Section 13.1.  Each such notice,  request or other  communication  shall be
effective  (i) if given  by  facsimile  transmission,  when  transmitted  to the
facsimile  number  specified  in this  Section  and  confirmation  of receipt is
received,  (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid,  addressed as aforesaid, or (iii)
if given by any other  means,  when  delivered  (or,  in the case of  electronic
transmission,  received) at the address specified in this Section; provided that
notices to the Agent under  Article II shall not be  effective  until  received.
13.2 CHANGE OF ADDRESS.  The Borrowers and the Agent may each change the address
for  service  of notice  upon it by a notice  in  writing  to the other  parties
hereto.  Any Lender may change the  address  for  service of notice upon it by a
notice in writing to the Borrowers and the Agent.

                                  ARTICLE XIV

                                  COUNTERPARTS

     This Agreement may be executed in any number of counterparts,  all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This Agreement shall be
effective when it has been executed by the Borrowers,  the Agent,  the LC Issuer
and the Lenders and each party has notified the Agent by facsimile  transmission
or telephone that it has taken such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1  CHOICE OF LAW.  THE LOAN  DOCUMENTS  (OTHER THAN THOSE  CONTAINING  A
CONTRARY  EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS  (WITHOUT  REGARD TO THE CONFLICT OF LAWS  PROVISIONS)  OF THE
STATE OF  ARIZONA,  BUT GIVING  EFFECT TO FEDERAL  LAWS  APPLICABLE  TO NATIONAL
BANKS.

     15.2 CONSENT TO JURISDICTION.  EACH BORROWER HEREBY IRREVOCABLY  SUBMITS TO
THE  NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES  FEDERAL OR ARIZONA STATE
COURT SITTING IN MARICOPA  COUNTY,  ARIZONA IN ANY ACTION OR PROCEEDING  ARISING
OUT OF OR RELATING TO ANY LOAN DOCUMENTS,  AND EACH BORROWER HEREBY  IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT  FORUM.  NOTHING HEREIN SHALL
LIMIT THE RIGHT OF THE AGENT,  THE LC ISSUER OR ANY LENDER TO BRING  PROCEEDINGS
AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

     15.3 WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, THE LC ISSUER AND EACH
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY,  ANY MATTER (WHETHER SOUNDING IN TORT,  CONTRACT OR OTHERWISE) IN
ANY WAY ARISING OUT OF,  RELATED TO, OR CONNECTED  WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                            [Signature Pages Follow]

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                                PRICING SCHEDULE

                            LEVEL I    LEVEL II    LEVEL III     LEVEL IV
APPLICABLE MARGIN           STATUS      STATUS       STATUS       STATUS
-----------------           ------      ------       ------       ------

Eurodollar Rate              3.00%       3.25%        3.50%        3.75%

ABR                          1.50%       1.75%        2.00%        2.25%


                            LEVEL I    LEVEL II    LEVEL III     LEVEL IV
APPLICABLE MARGIN           STATUS      STATUS       STATUS       STATUS
-----------------           ------      ------       ------       ------

Letter of Credit Fee         2.75%       3.00%        3.25%        3.50%

Commitment Fee              0.375%      0.375%        0.50%        0.50%

     For the purposes of this Schedule,  the following  terms have the following
meanings, subject to the final paragraph of this Schedule:

     "Financials"  means the annual or  quarterly  financial  statements  of the
Company delivered pursuant to Section 6.1(i) or (ii).

     "Level I Status"  exists  at any date if, as of the last day of the  fiscal
quarter of the Company referred to in the most recent  Financials,  the Leverage
Ratio is less than 1.50 to 1.00.

     "Level II  Status"  exists at any date if, as of the last day of the fiscal
quarter  of the  Company  referred  to in the most  recent  Financials,  (i) the
Company has not qualified for Level I Status and (ii) the Leverage Ratio is less
than 2.00 to 1.00.

     "Level III Status"  exists at any date if, as of the last day of the fiscal
quarter  of the  Company  referred  to in the most  recent  Financials,  (i) the
Company  has not  qualified  for Level I Status or Level II Status  and (ii) the
Leverage Ratio is less than 2.50 to 1.00.

     "Level IV Status"  exists at any date if the Company has not  qualified for
Level I Status, Level II Status or Level III Status.

     "Status" means Level I Status,  Level II Status,  Level III Status or Level
IV Status.

     The  Applicable  Margin  and  Applicable  Fee Rate shall be  determined  in
accordance with the foregoing  table based on the Company's  Status as reflected
in the then most  recent  Financials.  Adjustments,  if any,  to the  Applicable
Margin or  Applicable  Fee Rate shall be effective  five business days after the
Agent has received the  applicable  Financials.  If the Company fails to deliver
the  Financials  to the  Agent  at the  time  required  pursuant  to the  Credit
Agreement,  then the  Applicable  Margin  and  Applicable  Fee Rate shall be the
highest  Applicable  Margin and  Applicable  Fee Rate set forth in the foregoing
table until five days after such  Financials  are so  delivered.  The  Company's
Status  will be deemed to be Level IV Status for the first six months  after the
date hereof.

                                       69
<PAGE>
                               COMMITMENT SCHEDULE

LENDER                                                              COMMITMENT
------                                                            --------------
Bank One, Arizona, NA                                             $27,500,000.00
Union Bank of California, N.A.                                    $20,000,000.00
The Bank of Nova Scotia                                           $15,000,000.00
Sun Trust Bank                                                    $15,000,000.00
First Tennessee Bank National Association                         $12,500,000.00
Comerica West Incorporated                                        $10,000,000.00
                                                                  --------------
                                                       Total     $100,000,000.00

                                       70