Exhibit 10
    (ii) 1.





SECOND AMENDED AND
   RESTATED


CREDIT
   AGREEMENT





Dated as of March
   7, 2000





Among





The IT Group,
   Inc.


IT
   Corporation


OHM
   Corporation


OHM Remediation
   Services Corp.





and





Beneco
   Enterprises, Inc.


as
   Borrowers





The Institutions
   From Time To Time


Party
   Hereto


as
   Lenders





The Institutions
   From Time To Time


Party
   Hereto


as Issuing
   Banks





and





Citicorp USA,
   Inc.


as
   Administrative Agent





and





Fleet National
   Bank


as
   Documentation Agent





and





The Co-Agents
   Listed on


the Signature
   Pages Thereto





Salomon Smith
   Barney Inc.


as Lead
   Arranger and Sole Book Runner





Weil, Gotshal
   & Manges LLP


767 Fifth
   Avenue


New York, New York
   10153-0119





Table of
   Contents





|                 |  |                                                                                                                          |  | Page
|---------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | ----
|                
|Article
     I   |  | Definitions                                                                                                              |  | 2   
|1.1              |  | Certain Defined
     Terms                                                                                               |  | 2   
|1.2              |  | Computation of
     Time Periods                                                                                         |  | 38  
|1.3              |  | Accounting
     Terms; Calculations                                                                                      |  | 39  
|1.4              |  | Certain
     Terms                                                                                                       |  | 39  
|1.5              |  | Other
     Terms                                                                                                         |  | 39  
|1.6              |  | Section
     References in Loan Documents                                                                                |  | 39  
|Article
     II  |  | Amounts and Terms
     of Loans                                                                                          |  | 40  
|2.1              |  | The Initial Term
     Loans                                                                                              |  | 40  
|2.2              |  | Revolving Credit
     Facility                                                                                           |  | 40  
|2.3              |  | The Additional
     Term Loans                                                                                           |  | 43  
|2.4              |  | Letters of
     Credit                                                                                                   |  | 44  
|2.5              |  | Swing
     Loans                                                                                                         |  | 51  
|2.6              |  | Promise to
     Repay; Evidence of Indebtedness                                                                          |  | 53  
|2.7              |  | Authorized
     Officers and Agents                                                                                      |  | 54  
|Article
     III |  | Payments and
     Prepayments                                                                                            |  | 54  
|3.1              |  | Prepayments;
     Reductions in Revolving Credit Commitments                                                             |  | 54  
|3.2              |  | Payments                                                                                                                 |  | 57  
|3.3              |  | Taxes                                                                                                                    |  | 62  
|3.4              |  | Increased
     Capital                                                                                                   |  | 64  
|3.5              |  | Cash
     Management                                                                                                     |  | 65  
|3.6              |  | Right to Remove
     Affected Lender                                                                                     |  | 66  
|Article
     IV  |  | Interest and
     Fees                                                                                                   |  | 66  
|4.1              |  | Interest on the
     Loans and Other Obligations                                                                         |  | 66  
|4.2              |  | Special
     Provisions Governing Eurodollar Rate Loans                                                                  |  | 70  
|4.3              |  | Fees                                                                                                                     |  | 73  
|Article
     V   |  | Conditions to Loans
     and Letters of Credit                                                                           |  | 75  
|5.1              |  | Conditions
     Precedent to the Effectiveness of this Agreement                                                         |  | 75  
|5.2              |  | Conditions
     Precedent to the Additional Term Loans and All Revolving
   
   Loans, Swing Loans and Letters of Credit |  | 77  
|Article
     VI  |  | Representations and
     Warranties                                                                                      |  | 78  
|6.1              |  | Representations
     and Warranties from and after the Effective Date                                                    |  | 78  
|6.2              |  | Subsequent
     Funding Representations and Warranties                                                                   |  | 89  
|Article
     VII |  | Reporting
     Covenants                                                                                                 |  | 90  
|7.1              |  | Financial
     Statements                                                                                                |  | 90  
|7.2              |  | Events of
     Default                                                                                                   |  | 92  
|7.3              |  | Lawsuits                                                                                                                 |  | 92  
|7.4              |  | Insurance                                                                                                                |  | 93  
|7.5              |  | ERISA
     Notices                                                                                                       |  | 93  
|7.6              |  | Environmental
     Notices                                                                                               |  | 95  
|7.7              |  | Labor
     Matters                                                                                                       |  | 96  
|7.8              |  | Government
     Contracts                                                                                                |  | 96  
|7.9              |  | Public Filing
     and Reports                                                                                           |  | 96  







Table of
   Contents


(Continued)





|                  |  |                                                                |  | Page
|----------------- |  | -------------------------------------------------------------- |  | ----
|                 
|7.10              |  | Other
     Information                                         |  | 96  
|Article
     VIII |  | Affirmative
     Covenants                                     |  | 96  
|8.1               |  | Corporate
     Existence, Etc.                                 |  | 97  
|8.2               |  | Corporate
     Powers; Conduct of Business, Etc.               |  | 97  
|8.3               |  | Compliance with
     Laws, Etc.                                |  | 97  
|8.4               |  | Payment of Taxes
     and Claims; Tax Consolidation            |  | 97  
|8.5               |  | Insurance                                                      |  | 98  
|8.6               |  | Inspection of
     Property; Books and Records; Discussions    |  | 98  
|8.7               |  | Insurance and
     Condemnation Proceeds                       |  | 99  
|8.8               |  | ERISA
     Compliance                                          |  | 100 
|8.9               |  | Foreign Employee
     Benefit Plan Compliance                  |  | 100 
|8.10              |  | Maintenance of
     Property                                   |  | 100 
|8.11              |  | Condemnation                                                   |  | 100 
|8.12              |  | Notice of
     Leaseholds; Future Liens on Real Property       |  | 100 
|8.13              |  | Guaranties;
     Future Liens on Personal Property             |  | 101 
|8.14              |  | Environmental
     Compliance                                  |  | 102 
|8.15              |  | Government
     Contracts                                      |  | 102 
|8.16              |  | Required
     Interest Rate Contracts                          |  | 102 
|Article
     IX   |  | Negative
     Covenants                                        |  | 103 
|9.1               |  | Indebtedness                                                   |  | 103 
|9.2               |  | Sales of
     Assets                                           |  | 104 
|9.3               |  | Liens                                                          |  | 105 
|9.4               |  | Investments                                                    |  | 105 
|9.5               |  | Accommodation
     Obligations                                 |  | 106 
|9.6               |  | Restricted
     Junior Payments                                |  | 107 
|9.7               |  | Conduct of
     Business; Subsidiaries; Permitted Acquisitions |  | 107 
|9.8               |  | Transactions
     with Shareholders and Affiliates             |  | 107 
|9.9               |  | Restriction on
     Fundamental Changes                        |  | 108 
|9.10              |  | Sales and
     Leasebacks; Operating Leases                    |  | 108 
|9.11              |  | Margin
     Regulations; Securities Laws                       |  | 109 
|9.12              |  | ERISA                                                          |  | 109 
|9.13              |  | Issuance of
     Capital Stock                                 |  | 110 
|9.14              |  | Constituent
     Documents                                     |  | 110 
|9.15              |  | Fiscal
     Year                                               |  | 110 
|9.16              |  | Cash Management
     System                                    |  | 110 
|9.17              |  | Environmental
     Matters                                     |  | 110 
|9.18              |  | Cancellation of
     Debt; Prepayment; Certain Amendments      |  | 111 
|9.19              |  | Accounting
     Changes                                        |  | 111 
|9.20              |  | Permitted Joint
     Venture Accommodation Obligation          |  | 111 
|9.21              |  | No New
     Restrictions on Subsidiary Dividends               |  | 111 
|Article
     X    |  | Financial
     Covenants                                       |  | 111 
|10.1              |  | Minimum
     Consolidated Net Worth                            |  | 111 
|10.2              |  | Minimum Fixed
     Charge Coverage Ratio                       |  | 113 







Table of
   Contents


(Continued)





|                  |  |                                                                                  |  | Page
|----------------- |  | -------------------------------------------------------------------------------- |  | ----
|                 
|10.3              |  | Minimum Interest
     Coverage Ratio                                             |  | 114 
|10.4              |  | Maximum Leverage
     Ratio                                                      |  | 115 
|10.5              |  | Minimum
     Liquidity Ratio                                                     |  | 116 
|10.6              |  | Maximum Capital
     Expenditures                                                |  | 116 
|Article
     XI   |  | Events of Defaults;
     Rights and Remedies                                     |  | 117 
|11.1              |  | Events of
     Default                                                           |  | 117 
|11.2              |  | Rights and
     Remedies                                                         |  | 120 
|11.3              |  | Cash
     Collateral                                                             |  | 121 
|Article
     XII  |  | The Administrative
     Agent; The Agents                                        |  | 122 
|12.1              |  | Appointment                                                                      |  | 122 
|12.2              |  | Nature of
     Duties                                                            |  | 122 
|12.3              |  | Rights,
     Exculpation, Etc.                                                   |  | 123 
|12.4              |  | Reliance                                                                         |  | 124 
|12.5              |  | Indemnification                                                                  |  | 124 
|12.6              |  | The Agents
     Individually                                                     |  | 124 
|12.7              |  | Successor
     Administrative Agents; Resignation of
   
   Administrative Agent |  | 125 
|12.8              |  | Relations Among
     Lenders                                                     |  | 125 
|12.9              |  | Concerning the
     Collateral and the Loan Documents                            |  | 126 
|Article
     XIII |  | Miscellaneous                                                                    |  | 128 
|13.1              |  | Assignments                                                                      |  | 128 
|13.2              |  | Expenses                                                                         |  | 131 
|13.3              |  | Indemnity                                                                        |  | 132 
|13.4              |  | Change in
     Accounting Principles                                             |  | 133 
|13.5              |  | Setoff                                                                           |  | 134 
|13.6              |  | Ratable
     Sharing                                                             |  | 135 
|13.7              |  | Amendments and
     Waivers                                                      |  | 137 
|13.8              |  | Notices                                                                          |  | 137 
|13.9              |  | Survival of
     Warranties and Agreements                                       |  | 137 
|13.10             |  | Failure or
     Indulgence Not Waiver; Remedies Cumulative                       |  | 137 
|13.11             |  | Marshaling;
     Payments Set Aside                                              |  | 138 
|13.12             |  | Severability                                                                     |  | 138 
|13.13             |  | Headings                                                                         |  | 138 
|13.14             |  | Governing
     Law                                                               |  | 138 
|13.15             |  | Limitation of
     Liability                                                     |  | 138 
|13.16             |  | Successors and
     Assigns                                                      |  | 139 
|13.17             |  | Certain Consents
     and Waivers of the Borrowers                               |  | 139 
|13.18             |  | Counterparts;
     Effectiveness; Inconsistencies                                |  | 140 
|13.19             |  | Limitation on
     Agreements                                                    |  | 141 
|13.20             |  | Confidentiality                                                                  |  | 141 
|13.21             |  | Entire
     Agreement                                                            |  | 142 
|13.22             |  | Senior
     Indebtedness                                                         |  | 142 
|13.23             |  | Post-Closing
     Matters                                                        |  | 142 




Exhibits





|Exhibit
     A   |  | - |  | Form of Assignment
     and Acceptance                  
|---------------- |  | - |  | --------------------------------------------------------
|Exhibit
     B   |  | - |  | Form of Blocked
     Account Agreement                  
|Exhibit
     C   |  | - |  | Form of
     Guaranty                                   
|Exhibit
     D   |  | - |  | Form of Notice of
     Borrowing                        
|Exhibit
     E   |  | - |  | Form of Notice of
     Conversion/Continuation          
|Exhibit
     F   |  | - |  | List of Closing
     Documents                          
|Exhibit
     G   |  | - |  | Form of Officer
     s Certificate to Accompany Reports
|Exhibit
     H-1 |  | - |  | Form of Initial
     Term Loan Note                     
|Exhibit
     H-2 |  | - |  | Form of Additional
     Term Loan Note                  
|Exhibit
     I   |  | - |  | Form of Revolving
     Credit Note                      
|Exhibit
     J   |  | - |  | Form of Swing
     Note                                 
|Exhibit
     K   |  | - |  | Form of Borrower
     Security Agreement                
|Exhibit
     L   |  | - |  | Form of Subsidiary
     Guarantor Security Agreement    
|Exhibit
     M   |  | - |  | Form of Pledge
     Agreement                           







Schedules


|Schedule
     1.01.1  |  | - |  | Commitments                                                                                              
|--------------------- |  | - |  | ---------------------------------------------------------------------------------------------------------
|Schedule
     1.01.2  |  | - |  | Carlyle Investors
     as of June 11, 1998                                                               
|Schedule
     1.01.4  |  | - |  | Permitted Existing
     Accommodation Obligations; Contingencies                                         
|Schedule
     1.01.5  |  | - |  | Permitted Existing
     Indebtedness                                                                     
|Schedule
     1.01.6  |  | - |  | Permitted Existing
     Investments                                                                      
|Schedule
     1.01.7  |  | - |  | Permitted Existing
     Liens                                                                            
|Schedule
     1.01.8  |  | - |  | Permitted Joint
     Ventures                                                                            
|Schedule
     1.01.10 |  | - |  | Unrestricted
     Subsidiaries                                                                           
|Schedule
     6.01-C  |  | - |  | Corporate Structure
     of Company & Subsidiaries; Authorized,
   
   Issued & Outstanding Capital Stock
|Schedule
     6.01-E  |  | - |  | Conflicts with
     Contractual Obligations and Requirements of Law                                      
|Schedule
     6.01-F  |  | - |  | Government
     Consents                                                                                 
|Schedule
     6.01-H  |  | - |  | Restricted Junior
     Payments                                                                          
|Schedule
     6.01-K  |  | - |  | Litigation; Adverse
     Effects                                                                         
|Schedule
     6.01-N  |  | - |  | Defaults in
     Performance                                                                             
|Schedule
     6.01-Q  |  | - |  | Environmental
     Matters                                                                               
|Schedule
     6.01-R  |  | - |  | ERISA
     Matters                                                                                       
|Schedule
     6.01-S  |  | - |  | Foreign Employee
     Benefit Matters                                                                    
|Schedule
     6.01-T  |  | - |  | Labor
     Matters/Employment Agreements                                                                 
|Schedule
     6.01-W  |  | - |  | Patents, Trademarks
     & Permits                                                                       
|Schedule
     6.01-X  |  | - |  | Owned Real
     Property/Leases                                                                          
|Schedule
     6.01-Y  |  | - |  | Insurance                                                                                                
|Schedule
     6.01-AA |  | - |  | Transactions with
     Affiliates                                                                        
|Schedule
     6.01-BB |  | - |  | Blocked Account
     & Lock Box Banks; Bank Accounts                                                     
|Schedule
     6.01-CC |  | - |  | Government
     Contracts                                                                                
|Schedule
     8.16    |  | - |  | Interest Rate
     Contracts                                                                             







This Second Amended and Restated Credit
   Agreement,dated as of March 7, 2000 (as amended, supplemented or
   otherwise modified from time to time, this Agreement), is
   entered into among The IT Group, Inc. (formerly known as International
   Technology Corporation), a Delaware corporation (the Company
   ), IT Corporation, a California corporation and a wholly-owned
   subsidiary of the Company (ITC), OHM Corporation, an Ohio
   corporation and a wholly-owned subsidiary of the Company (OHM
   ), OHM Remediation Services Corp., an Ohio corporation and
   wholly-owned subsidiary of OHM (OHM Remediation), Beneco
   Enterprises, Inc., a Utah corporation and wholly-owned Subsidiary of OHM (
   Beneco), the institutions from time to time party hereto
   as Lenders, whether by execution of this Agreement or an Assignment and
   Acceptance, the institutions from time to time party hereto as Issuing
   Banks, whether by execution of this Agreement or an Assignment and
   Acceptance, Citicorp USA, Inc., a Delaware corporation (Citicorp
   ), in its capacity as administrative agent and collateral agent for
   the Lenders and the Issuing Banks (in such capacity, the
   Administrative Agent), Fleet National Bank, a national
   banking association (Fleet), in its capacity as
   documentation agent for the Lenders and the Issuing Banks (in such capacity,
   the Documentation Agent) and Royal Bank of Canada and
   Credit Lyonnais New York Branch, in their respective capacities as co-agents
   (the Co-Agents) and amends and restates in its entirety
   the Credit Agreement, dated as of February 25, 1998 and amended and restated
   as of June 11, 1998, and further amended on September 16, 1998, October 26,
   1998 and March 5, 1999 (as so amended, the Original Credit
   Agreement), among the Borrowers, the Lenders, the Issuing Banks,
   the Administrative Agent, BankBoston, N.A., a national banking association
   BankBoston) as Documentation Agent for the Lenders and the
   Issuing Banks, and the Co-Agents.





W i t n e s s e t
   h:





Whereas, the Borrowers have requested that the
   Lenders make available, and certain of the Lenders have agreed to make
   available, additional term loans in an aggregate principal amount of one
   hundred million Dollars ($100,000,000) (the Additional Term
   Loans) to be used to repay Revolving Loans outstanding under the
   Original Credit Agreement as of the Effective Date and related Transaction
   Costs;





Whereas, in order to provide for the
   Additional Term Loans and to make certain other amendments to the Original
   Credit Agreement, the parties hereto have agreed to amend and restate in its
   entirety the Original Credit Agreement; and





Whereas, it is the intent of the parties
   hereto that this Agreement not constitute a novation of the obligations and
   liabilities existing under the Original Credit Agreement or evidence payment
   of all or any of such obligations and liabilities, that this Agreement amend
   and restate in its entirety the Original Credit Agreement and that, from and
   after the Effective Date, the Original Credit Agreement be of no further
   force or effect except as to evidence the incurrence of the Obligations
    under and as defined thereunder and the representations and
   warranties made thereunder;





Now, Therefore, in consideration of the
   foregoing, the mutual covenants and obligations herein set forth and other
   good and valuable consideration, the adequacy and receipt of which is hereby
   acknowledged, and in reliance upon the representations, warranties and
   covenants herein contained, the parties hereto, intending to be legally
   bound, hereby agree as follows:





ARTICLE
   I





DEFINITIONS





Section 1.1 Certain Defined Terms.In addition to the terms defined above, the following terms used
   herein shall have the following meanings, applicable both to the singular
   and the plural forms of the terms defined:





Accommodation Obligationmeans any Contractual Obligation, contingent or otherwise, of one Person
   with respect to any Indebtedness, obligation or liability of another, if the
   primary purpose or intent thereof by the Person incurring the Accommodation
   Obligation is to provide assurance to the obligee of such Indebtedness,
   obligation or liability of another that such Indebtedness, obligation or
   liability shall be paid or discharged, or that any agreements relating
   thereto shall be complied with, or that the holders thereof shall be
   protected (in whole or in part) against loss in respect thereof including
   direct and indirect guarantees, endorsements (except for collection or
   deposit in the ordinary course of business), notes co-made or discounted,
   recourse agreements, take-or-pay agreements, keep-well agreements,
   agreements to purchase security therefor (other than such agreements to
   purchase in the ordinary course of business) or to provide funds for the
   payment or discharge thereof, agreements to maintain solvency, assets, level
   of income, or other financial condition, and agreements to make payment
   other than for value received. The amount of an Accommodation Obligation
   shall be equal to the lesser of (i) the amount payable under such
   Accommodation Obligation (if quantifiable) and (ii) the portion of the
   obligation so guaranteed or otherwise supported.





Additional Term Loanis
   defined in Section 2.3.





Additional Term Loan Borrowermeans ITC.





Additional Term Loan Commitmentmeans, with respect to any Lender, the obligation of such Lender to make
   an Additional Term Loan pursuant to the terms and conditions hereof, and
   which shall not exceed the principal amount set forth opposite such Lender
   s name under the heading Additional Term Loan Commitment
    on Schedule 1.01.1, as such schedule may be amended or
   modified from time to time pursuant to the terms hereof or to give effect to
   any applicable Assignment and Acceptance, and Additional Term Loan
   Commitments means the aggregate principal amount of the Additional
   Term Loan Commitments of all the Lenders, the maximum amount of which shall
   not exceed a principal amount of $100,000,000.





Additional Term Loan Lender
   is defined in Section 2.3(a).





Additional Term Loan Maturity Date
    means June 11, 2007.





Additional Term Loan Notes
   means notes evidencing the Obligations of the Additional Term Loan Borrower
   to repay the Additional Term Loans.





Administrative Agent is
   defined in the preamble hereto and shall include any successor
   Administrative Agent appointed pursuant to Section 12.7.





Administrative Agents
   Account means the Administrative Agents account number 3885
   8061 (re: The IT Group) maintained at the office of Citibank at 399 Park
   Avenue, New York, New York 10043, Attention: Vinh Ton, or such other deposit
   account as the Administrative Agent may from time to time specify in writing
   to the Company and the Lenders.





Affiliate of any specified
   Person means any other Person (i) which directly or indirectly through one
   or more intermediaries controls, or is controlled by, or is under common
   control with, such specified Person, (ii) which beneficially owns or holds
   5% or more of any class of the Voting Stock or other equity interest of such
   specified Person or (iii) of which 5% or more of the Voting Stock or other
   equity interest is beneficially owned or held by such specified Person or a
   Subsidiary of such specified Person. For the purposes of this definition,
   control when used with respect to any specified Person
   means the power to direct the management and policies of such Person
   directly or indirectly, whether through the ownership of Voting Stock, by
   contract or otherwise; and the terms controlling and
   controlled have meanings correlative to the
   foregoing.





Agents means the collective
   reference to the Administrative Agent and the Documentation
   Agent.





Aggregate Pro Rata Share
   means, with respect to any Lender, the percentage obtained by dividing (i)
   the sum of (x) such Lenders Revolving Credit Commitment at such time
   (as reduced from time to time in accordance with the provisions of this
   Agreement) and (y) such Lenders Term Loans at such time by (ii) the
   sum of (x) the aggregate amount of all Revolving Credit Commitments at such
   time (as reduced from time to time in accordance with the provisions of this
   Agreement) and (y) the aggregate amount of all Term Loans at such time;
   provided, however, if all of the Commitments are terminated pursuant
   to the terms hereof, then Aggregate Pro Rata Share means
   the percentage obtained by dividing (x) such Lenders Credit
   Obligations by (y) the aggregate amount of all Credit
   Obligations.





Alternative Currency means
   the lawful currency other than Dollars which is freely transferable into
   Dollars.





Applicable Margin means at
   all times:





(i) with respect to outstanding Revolving
   Loans maintained as Base Rate Loans, the applicable rate per annum set forth
   in the table below under the heading Base Rate Margin and
   with respect to outstanding Revolving Loans maintained as Eurodollar Rate
   Loans, the applicable rate per annum set forth below under the heading
   Eurodollar Rate Margin:





---

|Leverage
      Ratio                                            |  | Base Rate
      Margin |   | Eurodollar
      Rate
   
   Margin
|--------------------------------------------------------------- |  | ---------------------- | - | -----------------------------------
|                                                               
|greater than or
     equal to 4.50 to 1                         |  | 1.50                   | % |                                    
|                                                               
|greater than or
     equal to 4.00 to 1 but less than 4.50 to 1 |  | 1.25                   | % |                                    
|                                                               
|greater than or
     equal to 3.75 to 1 but less than 4.00 to 1 |  | 1.00                   | % |                                    
|                                                               
|greater than or
     equal to 3.25 to 1 but less than 3.75 to 1 |  | 0.875                  | % |                                    
|                                                               
|greater than or
     equal to 2.75 to 1 but less than 3.25 to 1 |  | 0.625                  | % |                                    
|                                                               
|greater than or
     equal to 2.25 to 1 but less than 2.75 to 1 |  | 0.375                  | % |                                    
|                                                               
|less than 2.25 to
     1                                        |  | 0.25                   | % |                                    
|                                                               




(ii) with respect to outstanding Initial Term
   Loans maintained as Base Rate Loans, the applicable rate per annum set forth
   in the table below under the heading Base Rate Margin and
   with respect to outstanding Initial Term Loans maintained as Eurodollar Rate
   Loans, the applicable rate per annum set forth below under the heading
   Eurodollar Rate Margin:





---

|Leverage
      Ratio                                            |  | Base Rate
      Margin |   | Eurodollar
      Rate
   
   Margin
|--------------------------------------------------------------- |  | ---------------------- | - | -----------------------------------
|                                                               
|greater than or
     equal to 4.50 to 1                         |  | 2.00                   | % |                                    
|                                                               
|greater than or
     equal to 4.00 to 1 but less than 4.50 to 1 |  | 1.75                   | % |                                    
|                                                               
|greater than or
     equal to 3.75 to 1 but less than 4.00 to 1 |  | 1.50                   | % |                                    
|                                                               
|greater than or
     equal to 3.25 to 1 but less than 3.75 to 1 |  | 1.375                  | % |                                    
|                                                               
|greater than or
     equal to 2.75 to 1 but less than 3.25 to 1 |  | 1.125                  | % |                                    
|                                                               
|greater than or
     equal to 2.25 to 1 but less than 2.75 to 1 |  | 1.00                   | % |                                    
|                                                               
|less than 2.25 to
     1                                        |  | 0.75                   | % |                                    
|                                                               




(iii) with respect to outstanding Additional
   Term Loans maintained as Base Rate Loans, the applicable rate per annum set
   forth in the table below under


the heading
   Base Rate Margin and with respect to outstanding
   Additional Term Loans maintained as Eurodollar Rate Loans, the applicable
   rate per annum set forth below under the heading Eurodollar Rate
   Margin:





---

|Leverage
      Ratio                           |  | Base Rate
   
   Margin |   | Eurodollar
      Rate
   
   Margin
|---------------------------------------------- |  | ----------------------- | - | -----------------------------------
|                                              
|greater than or
     equal to
   
   4.50 to 1 |  | 2.25                    | % |                                    
|                                              
|less than 4.50 to
     1                       |  | 2.00                    | % |                                    
|                                              




The Leverage Ratio
   used to compute the Applicable Margin shall be the Leverage Ratio for the
   most recently ended Leverage Ratio Period covered by the Compliance
   Certificate in respect of such Leverage Ratio Period delivered by the
   Borrowers to the Administrative Agent pursuant to Section 7.1(d);
   changes in the Applicable Margin resulting from a change in the Leverage
   Ratio shall become effective as to all Loans upon delivery by the Borrowers
   to the Administrative Agent of a new Compliance Certificate in respect of a
   subsequent Leverage Ratio Period pursuant to Section 7.1(d). If the
   Loan Parties shall fail to deliver a Compliance Certificate within the time
   required pursuant to Section 7.1(d)(or within any additional period
   of up to five (5) Business Days that may be approved by the Administrative
   Agent in its discretion), the Applicable Margin from and including the first
   day after such Compliance Certificate was required to be delivered to, but
   not including, the date the Loan Parties deliver to the Administrative Agent
   such Compliance Certificate shall conclusively equal the highest Applicable
   Margin set forth above.





Applicable Lending Office
   means, with respect to a particular Lender, its Eurodollar Lending Office in
   respect of provisions relating to Eurodollar Rate Loans and its Domestic
   Lending Office in respect of provisions relating to Base Rate
   Loans.





Approved Fund means, with
   respect to any Lender that is a fund that invests in bank loans, any other
   fund that invests in bank loans and is advised or managed by the same
   investment advisor as such Lender or by an Affiliate of such investment
   advisor.





Arranger means Salomon
   Smith Barney Inc., in its capacity as Lead Arranger and Sole Book Runner
   under this Agreement.





Assignment and Acceptance
   means an Assignment and Acceptance in substantially the form of Exhibit Aattached hereto and made a part hereof (with blanks appropriately
   completed) delivered to the Administrative Agent in connection with an
   assignment of a Lenders interest hereunder in accordance with the
   provisions of Section 13.1.





Assignment of Claims Act is
   defined in Section 8.15.





Availability Reserves
   means, at any time, (i) as of ten (10) days after the date of written notice
   of any determination thereto to the Borrowers by the Administrative Agent,
   such amounts as the Administrative Agent, in the exercise of its sole
   discretion exercised in a commercially reasonable manner, may from time to
   time establish against the Revolving Credit Availability in order to ensure
   the availability of cash sufficient to meet certain future liabilities of
   the Borrowers, plus(ii) any reserve established pursuant to Section
   3.1(b)(iv) that has not abated in accordance with the terms of such
   section.





BankBoston is defined in
   the preamble hereto.





Base Rate means, for any
   period, a fluctuating interest rate per annum as shall be in effect from
   time to time, which rate per annum shall at all times be equal to the
   highest of:





| | (i) the rate of interest announced publicly
     by Citibank in New York, New York from time to time, as Citibanks
     base rate; and
| | ---------------------------------------------------------------------------------------------------------------------------------------




| | (ii) the sum (adjusted to the nearest one
     quarter of one percent (0.25%) or, if there is no nearest one quarter of
     one percent (0.25%), to the next higher one quarter of one percent
     (0.25%)) of (A) one half of one percent (0.50%) per annum, plus(B)
     the rate per annum obtained by dividing (i) the latest three-week moving
     average of secondary market morning offering rates in the United States
     for three-month certificates of deposit of major United States money
     market banks, such three-week moving average (adjusted to the basis of a
     year of 360 days) being determined weekly on each Monday (or, if such day
     is not a Business Day, on the next succeeding Business Day) for the
     three-week period ending on the previous Friday (or, if such day is not a
     Business Day, on the next preceding Business Day) by Citibank on the basis
     of such rates reported by certificate of deposit dealers to, and published
     by, the Federal Reserve Bank of New York, or, if such publication shall be
     suspended or terminated, on the basis of quotations for such rates
     received by Citibank from three (3) New York certificate of deposit
     dealers of recognized standing selected by Citibank, by (ii) a percentage
     equal to 100% minus the average of the daily percentages specified during
     such three-week period by the Federal Reserve Board (or any successor) for
     determining the maximum reserve requirement (including any emergency,
     supplemental or other marginal reserve requirement) for Citibank in
     respect of liabilities which consist of or which include (among other
     liabilities) three-month Dollar nonpersonal time deposits in the United
     States, plus(C) the average during such three-week period of the
     annual assessment rates estimated by Citibank for determining the then
     current annual assessment payable by Citibank to the Federal Deposit
     Insurance
   Corporation (or any successor) for insuring Dollar deposits of Citibank in
     the United States; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii) the sum of (A) one half of one percent
     (0.50%) per annum plus(B) the Federal Funds Rate in effect from
     time to time during such period.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------




Base Rate Loans means all
   Loans which bear interest at a rate determined by reference to the Base Rate
   as provided in Section 4.1(a).





Beneco is defined in the
   preamble hereto.





Benefit Plan means a
   defined benefit plan as defined in Section 3(35) of ERISA (other than a
   Multiemployer Plan) in respect of which any Borrower or any ERISA Affiliate
   is, or within the immediately preceding six (6) years was, an
   employer as defined in Section 3(5) of ERISA.





Blockage Notice is defined
   in Section 3.5(b).





Blocked Account Agreement
   means a blocked account agreement executed by each Blocked Account Bank, a
   Loan Party and the Administrative Agent substantially in the form of
   Exhibit B(with such changes thereto requested by the Blocked Account
   Bank as may be acceptable to the Administrative Agent and such Loan Party),
   as such agreement may be amended, supplemented or otherwise modified from
   time to time.





Blocked Account Bank means
   each bank that has executed a Blocked Account Agreement and has been
   confirmed by the Administrative Agent not to be in uncertain financial
   condition, at which a Borrower or its Restricted Subsidiary deposits
   proceeds of Collateral.





Blocked Accounts means,
   collectively, the blocked accounts established at the Blocked Account Banks;
   and Blocked Account means any one of the Blocked
   Accounts.





Borrower Guaranties means
   the collective reference to each Guaranty substantially in the form of
   Exhibit C executed by each of the Borrowers, as the same may be amended,
   supplemented or otherwise modified from time to time.





Borrower Security Agreements
    means the collective reference to each Borrower Security Agreement
   substantially in the form of Exhibit K executed by each of the Borrowers in
   favor of the Administrative Agent, as the same may be amended, supplemented
   or otherwise modified from time to time.





Borrowers means the
   Company, ITC, OHM Remediation and Beneco.


Borrowing means a borrowing
   consisting of Loans of the same type and, with respect to Eurodollar Rate
   Loans, having the same Eurodollar Interest Period, that are made, continued
   or converted on the same day.





Business Day means a day,
   in the applicable local time, which is not a Saturday or Sunday or a legal
   holiday and on which banks are not required or permitted by law or other
   governmental action to close (i) in New York, New York or (ii) in the case
   of Eurodollar Rate Loans, in London, England or (iii) in the case of Letter
   of Credit transactions for a particular Issuing Bank, in the place where its
   office for issuance or administration of the pertinent Letter of Credit is
   located.





Capital Expenditures means,
   for any period, the aggregate of all expenditures (whether payable in cash
   or other Property or accrued as a liability (but without duplication))
   during such period that, in conformity with GAAP, are required to be
   included in or reflected by the Companys or any of its Subsidiaries
    fixed asset accounts as reflected in any of their respective balance
   sheets; provided, however, (i) Capital Expenditures shall include,
   whether or not such a designation would be in conformity with GAAP, (A) that
   portion of Capital Leases which is incurred and capitalized during such
   period on the consolidated balance sheet of the Company and its Subsidiaries
   and (B) expenditures for Equipment which is purchased simultaneously with
   the trade-in of existing Equipment owned by the Company or any of its
   Subsidiaries, to the extent the gross purchase price of the purchased
   Equipment exceeds the book value of the Equipment being traded in at such
   time; and (ii) Capital Expenditures shall exclude, whether or not such a
   designation would be in conformity with GAAP, expenditures made in
   connection with the replacement or restoration of Property, to the extent
   reimbursed or financed from insurance or condemnation proceeds and permitted
   pursuant to Section 8.7.





Capital Lease, as applied
   to any Person, means any lease of any property (whether real, personal or
   mixed) by that Person as lessee which, in conformity with GAAP, is accounted
   for as a capital lease on the balance sheet of that Person.





Capital Stock, with respect
   to any Person, means any capital stock or membership interests of such
   Person, 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.





Carlyle means TC Group,
   L.L.C., a Delaware limited liability company.





Carlyle Control Affiliate
   means any Affiliate of the Carlyle Investors that has been formed as an
   investment vehicle for the purposes of holding investments in the Company or
   other portfolio companies of Carlyle, but shall not include any Affiliate of
   Carlyle that is one of its portfolio companies.





Carlyle Investors means
   Carlyle and the Persons identified on Schedule 1.01.2attached hereto
   and made a part hereof which are Affiliates of Carlyle on June 11,
   1998.





Carlyle Warrants means the
   collective reference to the Warrants to purchase 1,250,000 shares of Company
   Common Stock, issued to the Carlyle Investors on November 20,
   1996.





Cash Collateral means cash
   or Cash Equivalents held by the Administrative Agent, any of the Issuing
   Banks or any of the Lenders as security for the Obligations.





Cash Equivalents means (i)
   marketable direct obligations issued or unconditionally guaranteed by the
   United States government and backed by the full faith and credit of the
   United States government; (ii) domestic and Eurodollar certificates of
   deposit and time deposits, bankers acceptances and floating rate
   certificates of deposit issued by any commercial bank organized under the
   laws of the United States, any state thereof, the District of Columbia, any
   foreign bank, or its branches or agencies (fully protected against currency
   fluctuations), which, at the time of acquisition, are rated A-1 (or better)
   by Standard & Poors Corporation or P-1 (or better) by Moodys
   Investors Service, Inc.; (iii) commercial paper of United States and foreign
   banks and bank holding companies and their subsidiaries and United States
   and foreign finance, commercial industrial or utility companies which, at
   the time of acquisition, are rated A-1 (or better) by Standard & Poor
   s Corporation or P-1 (or better) by Moodys Investors Service,
   Inc.; (iv) marketable direct obligations of any State of the United States
   of America or any political subdivision of any such State given on the date
   of such investment the highest credit rating by Moodys Investor
   Service, Inc. and Standard & Poors Corporation; provided,
   however,that the maturities of all obligations of the type specified in
   clauses (i) through (iv) above shall not exceed one hundred eighty (180)
   days; and (v) reverse purchase agreements covering obligations of the type
   specified in clause (i) above.





Cash Flow Period means, as
   separate periods, each Fiscal Year of the Company.





CERCLA means the
   Comprehensive Environmental Response, Compensation and Liability Act of
   1980, 42 U.S.C. (S)(S) 9601 et seq., any amendments thereto, any
   successor statutes, and any regulations or legally enforceable guidance
   promulgated thereunder.





CERCLIS is defined in
   Section 6.1(q)(H).





Change of Control means (i)
   the sale, assignment, transfer or other disposition of the 6% Preferred
   Stock or the Carlyle Warrants to any Person that is not a Carlyle Investor
   or a Carlyle Control Affiliate at any time prior to the receipt by
   the


Administrative Agent
   of a Compliance Certificate pursuant to Section 7.1(d)covering any
   four fiscal quarter period of the Company that indicates that the Senior
   Debt Leverage Ratio for such period is 2.75 to 1 or less; provided,
   however, nothing in this clause (i)shall prohibit the Carlyle
   Investors from selling 6% Preferred Stock or Company Common Stock (into
   which the 6% Preferred Stock has been converted in accordance with its
   terms) from and after any sale by the Company of newly issued shares of
   Company Common Stock in a public offering or private placement of such
   shares or in connection with a Permitted Acquisition for which such shares
   are being issued as part of the purchase price, as long as the number of
   shares of 6% Preferred Stock (multiplied by the applicable conversion factor
   of such shares into Company Common Stock) and Company Common Stock sold by
   the Carlyle Investors at any time thereafter does not exceed the aggregate
   number of shares of Company Common Stock issued by the Company in such
   public offering or private placement or in connection with such Permitted
   Acquisition, (ii) any Person or group of Persons (within the meaning of
   Sections 13(d) and 14(d) of the Securities Exchange Act) (other than the
   Carlyle Investors and any Carlyle Control Affiliate) has acquired beneficial
   ownership (within the meaning of Rules 13d-3 and 13d-5 promulgated by the
   Commission under the Securities Exchange Act, except that such Person shall
   be deemed to have beneficial ownership of all shares that any such Person
   has the right to acquire, whether such right is exercisable immediately or
   only after the passage of time) of 35% or more of the outstanding Voting
   Stock of the Company, (iii) a change in the Board of Directors of the
   Company (the Board) occurs with the result that the
   members of the Board on the Effective Date (the Incumbent
   Directors) and directors nominated to such offices by the
   Incumbent Directors and their nominees no longer constitute a majority of
   the Board or (iv) the Company shall cease to own and control all of the
   Capital Stock of the Borrowers (other than the Company).





Citibank means Citibank,
   N.A., a national banking association.





Citicorp is defined in the
   preamble hereto.





Claim means any claim or
   demand, by any Person, of whatsoever kind or nature for any alleged
   Liabilities and Costs, whether based in contract, tort, implied or express
   warranty, strict liability, criminal or civil statute, Permit, ordinance or
   regulation, common law or otherwise.





Co-Agents is defined in the
   preamble hereto.





Collateral means all
   Property and interests in Property now owned or hereafter acquired by a
   Borrower or any of its Subsidiaries upon which a Lien is granted under any
   of the Loan Documents.





Commercial Letter of Credit
   means any documentary letter of credit issued by an Issuing Bank pursuant to
   Section 2.4for the account of a Borrower or a


Restricted
   Subsidiary, which is drawable upon presentation of documents evidencing the
   sale or shipment of goods purchased by such Borrower or Restricted
   Subsidiary in the ordinary course of its business.





Commission means the
   Securities and Exchange Commission.





Commitment means, with
   respect to any Lender, such Lenders Term Loan Commitment and Revolving
   Credit Commitment, and Commitments means the aggregate
   principal amount of the Term Loan Commitments and the Revolving Credit
   Commitments of all the Lenders.





Company Common Stock means
   the common stock, $0.01 par value per share, of the Company.





Compliance Certificate is
   defined in Section 7.1(d).





Concentration Account means
   Account No. 4075 3701 of IT Corporation, or such other account of any other
   Borrower designated as such by the Company and the Administrative Agent, at
   the offices of Citibank at 399 Park Avenue, New York, New York 10043 into
   which all funds from the Blocked Accounts shall be transferred on a daily
   basis and into which certain other cash proceeds may be transferred in
   accordance with Section 3.5.





Consolidated Cash Interest Expense
    means, for any period, with respect to the Company, all of the
   following as determined in conformity with GAAP, (i) total interest expense,
   whether currently payable or accrued (without duplication) (including the
   interest component of Capital Lease obligations), of the Company and its
   Subsidiaries on a consolidated basis, including net costs under Interest
   Rate Contracts, but excluding, however, (x) amortization of discount, (y)
   interest payable in property other than cash and (z) any other interest
   expense not payable in cash, minus(ii) any net payments received
   during such period under Interest Rate Contracts.





Consolidated Fixed Charges
   means, for any period, the sum of the amounts for such period of (i)
   Consolidated Cash Interest Expense of the Company and (ii) scheduled
   payments of principal on the Term Loans and other Indebtedness for Borrowed
   Money of the Company and its Subsidiaries (including the principal component
   of Capital Lease obligations).





Consolidated Net Income
   means, for any period, the net earnings (or loss) after taxes of the Company
   and its Subsidiaries on a consolidated basis for such period determined in
   conformity with GAAP.





Consolidated Net Worth
   means, with respect to any Person, at any time, (i) total consolidated
   assets of such Person minus(ii) total consolidated liabilities of
   such Person. Assets and liabilities shall be determined in accordance with
   GAAP, except that


investments in and
   moneys due from Affiliates of the Company (other than (x) investments in and
   moneys due from Unrestricted Subsidiaries and Permitted Joint Ventures and
   (y) trade receivables from Affiliates of the Company and its Restricted
   Subsidiaries arising in the ordinary course of business) shall be excluded
   from total consolidated assets.





Constituent Document means,
   with respect to any entity, (i) the articles/certificate of incorporation
   (or the equivalent organizational documents) of such entity, (ii) the
   by-laws (or the equivalent governing documents) of such entity and (iii) any
   document setting forth the designation, amount and/or relative rights,
   limitations and preferences of any class or series of such entitys
   Capital Stock or other equity interests.





Contaminant means any
   pollutant, hazardous substance, radioactive substance, toxic substance,
   hazardous waste, radioactive waste, special waste, petroleum or
   petroleum-derived substance or waste, asbestos, polychlorinated biphenyls
   (PCBs), or any hazardous or toxic constituent thereof and includes, but is
   not limited to, these terms as defined in Environmental, Health or Safety
   Requirements of Law.





Contractual Obligation, as
   applied to any Person, means any provision of any Securities issued by that
   Person or any indenture, mortgage, deed of trust, security agreement, pledge
   agreement, guaranty, contract, undertaking, agreement or instrument to which
   that Person is a party or by which it or any of its properties is bound, or
   to which it or any of its properties is subject.





Contribution Agreement
   means the Contribution Agreement executed by each of the Guarantors,
   pursuant to which each such Guarantor acknowledges its obligation to
   contribute to the other Guarantors its pro rata share of demand made under
   the Borrower Guaranties and the Subsidiary Guaranties.





Credit Obligations means,
   at any time, (i) the outstanding principal amount of the Revolving Credit
   Obligations at such time, plus, (ii) the outstanding principal amount
   of the Term Loans at such time.





Cure Loans is defined in
   Section 3.2(b)(v)(C).





Customary Permitted Liens
   means Liens (other than Environmental Liens and Liens in favor of the
   PBGC):





| | (i) with respect to the payment of taxes,
     assessments or governmental charges in all cases which are not yet due or
     which are being contested in good faith by appropriate proceedings and
     with respect to which adequate reserves or other appropriate provisions
     are being maintained in accordance with GAAP;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii) of landlords arising by statute and
     Liens of suppliers, mechanics, carriers, materialmen, warehousemen or
     workmen and other Liens (including Liens of sureties under performance or
     bid bonds) imposed by law created in the ordinary course of business for
     amounts not yet due or which are being contested in good faith by
     appropriate proceedings and with respect to which adequate reserves or
     other appropriate provisions are being maintained in accordance with
     GAAP;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii) incurred or deposits made in the
     ordinary course of business in connection with workers compensation,
     unemployment insurance or other types of social security benefits or to
     secure the performance of bids, tenders, sales, contracts (other than for
     the repayment of borrowed money), surety, appeal, customs and performance
     bonds;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv) arising as a result of progress
     payments or otherwise under Government Contracts;
| | -------------------------------------------------------------------------------------------




| | (v) arising with respect to zoning
     restrictions, easements, licenses, reservations, covenants, rights-of-way,
     utility easements, building restrictions and other similar charges or
     encumbrances on the use of Real Property which do not materially interfere
     with the ordinary conduct of the business of the Company or any of its
     Subsidiaries;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vi) leases or subleases of Real Property;
     provided that all such Liens do not in the aggregate materially detract
     from the value of the Companys or such Subsidiarys assets or
     Property or do not impede in any material respect the conduct of the
     Companys or such Subsidiarys business; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vii) constituting the filing of notice
     financing statements of a lessors rights in and to personal property
     leased to the Company or its Subsidiaries in the ordinary course of
     business of the Company or its Subsidiaries.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Decision Period is defined
   in Section 8.7.





Default means an event
   which, with the giving of notice or the lapse of time, or both, would
   constitute an Event of Default.





Disbursement Account means
   Account No. 4075 3664 of the Company, Account No. 4075 3672 of ITC, Account
   No. 3873 4296 of OHM, Account No. 4076 2296 of OHM Remediation and Account
   No. 4076 2288 of Beneco at the offices of Citibank at 399 Park Avenue, New
   York, New York 10043 or any other disbursement account of a Borrower at the
   same location designated as such by such Borrower by written notice to the
   Administrative Agent.





Documentation Agent is
   defined in the preamble hereto.





DOL means the United States
   Department of Labor and any Person succeeding to the functions
   thereof.





Dollar Equivalent means,
   with respect to any Alternative Currency at the time of determination
   thereof, the equivalent of such currency in Dollars determined at the rate
   of exchange quoted by the Administrative Agent in New York, New York at
   11:00 a.m. (New York time) on the date of determination, to prime banks in
   New York for the spot purchase in the New York foreign exchange market of
   such amount of Dollars with such Alternative Currency.





Dollars and $
    mean the lawful money of the United States.





Domestic Lending Office
   means, with respect to any Lender, such Lenders office, located in the
   United States, specified as the Domestic Lending Office
   under its name on the signature pages hereof or on the Assignment and
   Acceptance by which it became a Lender or such other United States office of
   such Lender as it may from time to time specify by written notice to the
   Company and the Administrative Agent.





EBITDA means, for any
   period on a consolidated basis for the Company and its Subsidiaries, (i) the
   sum of the amounts for such period of (A) Consolidated Net Income, (B)
   depreciation, amortization expense and other non- cash charges, (C) interest
   expense to the extent deducted in the determination of Consolidated Net
   Income, (D) charges for federal, state, local and foreign income taxes and
   (E) extraordinary losses and losses in respect of discontinued operations
   which have been deducted in the determination of Consolidated Net Income,
   minus(ii) extraordinary gains and gains in respect of discontinued
   operations not already excluded from the determination of Consolidated Net
   Income.





Effective Date means the
   date on which the conditions precedent in Section 5.1shall be
   satisfied.





8% Debentures means the 8%
   Convertible Subordinated Debentures due October 1, 2006 owing by OHM in the
   aggregate principal amount not in excess of the principal amount outstanding
   on the date hereof and governed by the terms of the 8% Debenture
   Indenture.





8% Debenture Indenture
   means the Indenture dated as of October 1, 1986 between OHM and United
   States Trust Company of New York, as Trustee, as amended to and including
   June 11, 1998 (including the Second Supplemental Indenture thereto dated as
   of June 11, 1998).





Eligible Assignee means (i)
   a Lender, Affiliate or Approved Fund of such Lender; (ii) a commercial bank
   having total assets in excess of $500,000,000; (iii) a finance company,
   insurance company, other financial institution or fund, which is


regularly engaged in
   making, purchasing or investing in loans or, with respect to any proposed
   assignment of all or any portion of a Lenders Revolving Credit
   Commitment, revolving loans or (iv) a savings and loan association or
   savings bank organized under the laws of the United States or any state
   thereof which has a net worth, determined in accordance with GAAP, in excess
   of $250,000,000.





Environmental, Health or Safety
   Requirements of Law means all Requirements of Law derived from or
   relating to federal, state and local laws or regulations relating to or
   addressing the environment, health or safety, including any law, regulation,
   or order relating to the use, handling, or disposal of any Contaminant, any
   law, regulation, or order relating to Remedial Action and any law,
   regulation, or order relating to workplace or worker safety and health, and
   such Requirements as are promulgated by the specifically authorized agent
   responsible for administering such Requirements.





Environmental Lien means a
   Lien in favor of any Governmental Authority for any (i) liabilities under
   any Environmental, Health or Safety Requirements of Law or (ii) damages
   arising from, or costs incurred by such Governmental Authority in response
   to, a Release or threatened Release of a Contaminant into the
   environment.





Environmental Property Transfer
   Acts means any applicable Requirement of Law that conditions,
   restricts, prohibits or requires any notification or disclosure triggered by
   the closure of any Property or the transfer, sale or lease of any Property
   or deed or title for any Property for environmental reasons, including any
   so-called Environmental Cleanup Responsibility Acts or
   Responsible Transfer Acts.





Environmental Remediation Amount
    means, with respect to any period, an amount equal to $20,000,000
   plus any moneys released to the Company from trust funds or annuities that
   the Company is required to maintain pursuant to California Requirements of
   Law from December 31, 1997 to the last day of such period.





ERISA means the Employee
   Retirement Income Security Act of 1974, any amendments thereto, any
   successor statutes, and any regulations promulgated thereunder.





ERISA Affiliate means (i)
   any corporation which is a member of the same controlled group of
   corporations (within the meaning of Section 414(b) of the Internal Revenue
   Code) as the Company; (ii) a partnership or other trade or business (whether
   or not incorporated) which is under common control (within the meaning of
   Section 414(c) of the Internal Revenue Code) with the Company; and (iii) a
   member of the same affiliated service group (within the meaning of Section
   414(m) of the Internal Revenue Code) as the Company, any corporation
   described in clause (i)above or any partnership or trade or business
   described in clause (ii)above or (iv) any other Person


which is required to
   be aggregated with the Company pursuant to regulations promulgated under
   Section 414(o) of the Internal Revenue Code.





Eurodollar Affiliate means,
   with respect to each Lender, the Affiliate of such Lender (if any) set forth
   below such Lenders name under the heading Eurodollar
   Affiliate on the signature pages hereof or on the Assignment and
   Acceptance by which it became a Lender or such Affiliate of a Lender as it
   may from time to time specify by written notice to the Company and the
   Administrative Agent.





Eurodollar Interest Payment Date
    means (i) with respect to any Eurodollar Rate Loan, the last day of
   each Eurodollar Interest Period applicable to such Loan and (ii) with
   respect to any Eurodollar Rate Loan having a Eurodollar Interest Period in
   excess of three (3) calendar months, the last day of each three (3) calendar
   month interval during such Eurodollar Interest Period.





Eurodollar Interest Period
   is defined in Section 4.2(b).





Eurodollar Interest Rate
   Determination Date is defined in Section
   4.2(c).





Eurodollar Lending Office
   means, with respect to any Lender, the office or offices of such Lender (if
   any) set forth below such Lenders name under the heading
   Eurodollar Lending Office on the signature pages hereof
   or on the Assignment and Acceptance by which it became a Lender or such
   office or offices of such Lender as it may from time to time specify by
   written notice to the Company and the Administrative Agent.





Eurodollar Rate means, with
   respect to any Eurodollar Interest Period applicable to a Borrowing of
   Eurodollar Rate Loans, (a) an interest rate per annum determined by the
   Administrative Agent to be the average (rounded upward to the nearest whole
   multiple of one-sixteenth of one percent (0.0625%) per annum if such average
   is not such a multiple) of the rates per annum at which deposits in Dollars
   are offered by the principal office of each of the Reference Banks in
   London, England to major banks in the London interbank market at
   approximately 11:00 a.m. (London time) on the Eurodollar Interest Rate
   Determination Date for such Eurodollar Interest Period for a period equal to
   such Eurodollar Interest Period and in an amount substantially equal to the
   amount of such Reference Banks Eurodollar Rate Loan.





Eurodollar Rate Loansmeans
   those Loans outstanding which bear interest at a rate determined by
   reference to the Eurodollar Rate as provided in Section
   4.1(a).





Eurodollar Reserve Percentage
    means, for any day, that percentage which is in effect on such day,
   as prescribed by the Federal Reserve Board for determining the maximum
   reserve requirement (including any emergency, supplemental


or other marginal
   reserve requirement) for a member bank of the Federal Reserve System in New
   York, New York with deposits exceeding five billion Dollars in respect of
   Eurocurrency Liabilities (or in respect of any other
   category of liabilities which includes deposits by reference to which the
   interest rate on Eurodollar Rate Loans is determined or any category of
   extensions of credit or other assets which includes loans by a non-United
   States office of any bank to United States residents).





Event of Default means any
   of the occurrences set forth in Section 11.1, after the expiration of
   any applicable grace period expressly provided in Section
   11.1.





Excess Cash Flow means, for
   any Cash Flow Period, an amount equal to the Companys and its
   Subsidiaries consolidated (i) EBITDA, minus(ii) gains (and
   pluslosses) on sales of assets in such period (other than pursuant
   to Section 9.2(a)) to the extent included in the determination of
   EBITDA, plus(iii) the net reduction, if any, in Working Capital
   during such period, minus(iv) the net increase, if any, in Working
   Capital during such period, minus(v) income taxes actually paid in
   cash during such period, minus(vi) Capital Expenditures actually
   paid (and permitted to be paid pursuant hereto) in cash during such period,
   minus(vii) Consolidated Cash Interest Expense of the Borrowers,
   minus(viii) all repayments and prepayments of the Term Loans and
   other long-term Indebtedness permitted to be paid hereunder during such
   period, plusany increase (and minus any decrease) in the sum of (a)
   the outstanding principal amount of the Swing Loans, plus(b) the
   outstanding principal amount of the Revolving Loans, plus(c) the
   outstanding principal amount of Reimbursement Obligations during such period
   based upon the difference between the sum of such outstanding balances as of
   the last day prior to the first day of such period and the last day of such
   period, minus(ix) the aggregate amount of cash dividends paid during
   such period with respect to the Companys Capital Stock, to the extent
   permitted to be paid hereunder, minus(x) the aggregate amount of
   cash paid to make Permitted Acquisitions or to repay principal of
   Indebtedness incurred or assumed in connection with Permitted Acquisitions
   to the extent such repayment and the incurrence or assumption of such
   Indebtedness is not prohibited by the terms of this Agreement, minus(xi) cash expenditures in such period in respect of discontinued
   operations were recorded in such period or a prior period or a reserve was
   established in a prior period, to the extent that such expenditures were not
   deducted in the determination of Consolidated Net Income for such
   period.





Fair Market Value means,
   with respect to any asset or group of assets, the value of the consideration
   obtainable in a sale of such asset in the open market, assuming a sale by a
   willing seller to a willing purchaser dealing at arms length and
   arranged in an orderly manner over a reasonable period of time, each having
   reasonable knowledge of the nature and characteristics of such asset,
   neither being under any compulsion to act, determined (a) in good faith by
   the board of directors of the Company or (b) in an appraisal of such asset,
   provided, however,that such appraisal was performed relatively
   contemporaneously with such determination of the fair market value by
   an


independent third
   party appraiser and the basic assumptions underlying such appraisal have not
   materially changed since the date thereof.





Federal Funds Rate means,
   for any period, a fluctuating interest rate per annum equal for each day
   during such period to the weighted average of the rates on overnight federal
   funds transactions with members of the Federal Reserve System arranged by
   federal funds brokers, as published for such day (or, if such day is not a
   Business Day in New York, New York, for the next preceding Business Day) in
   New York, New York by the Federal Reserve Bank of New York, or if such rate
   is not so published for any day which is a Business Day in New York, New
   York, the average of the quotations for such day on such transactions
   received by Citibank from three federal funds brokers of recognized standing
   selected by the Administrative Agent.





Federal Reserve Board means
   the Board of Governors of the Federal Reserve System or any Governmental
   Authority succeeding to its functions.





Fiscal Year means the
   fiscal year of the Company, which shall be the 52 or 53 week period ending
   on or about December 31 of each calendar year.





Fixed Charge Coverage Ratio
   means, with respect to any period, the ratio of (i) EBITDA for such period,
   minusCapital Expenditures paid during such period, minuscharges for federal, state, local and foreign income taxes actually paid
   during such period, minuscash dividends paid during such period,
   minuscash expenditures paid during such period for environmental
   clean up costs and not otherwise included in the determination of
   Consolidated Net Income, but only to the extent such cash expenditures,
   together with all such cash expenditures made since December 31, 1997,
   exceed the Environmental Remediation Amount as at the end of such period, to
   (ii) Consolidated Fixed Charges for such period.





Fleet is defined in the
   preamble hereto.





Foreign Employee Benefit Plan
    means any employee benefit plan as defined in Section 3(3) of ERISA
   which is maintained or contributed to for the benefit of the employees of
   the Company, any of its Subsidiaries or any of its ERISA Affiliates and is
   not covered by ERISA pursuant to ERISA Section 4(b)(4).





Foreign Pension Plan means
   any Foreign Employee Benefit Plan which under applicable local law, is
   required to be funded through a trust or other funding vehicle.





Fronting Fee is defined in
   Section 4.3(a).





Funding Date means, with
   respect to any Loan, the date of the funding of such Loan.





GAAP means generally
   accepted accounting principles set forth in the opinions and pronouncements
   of the Accounting Principles Board, the American Institute of Certified
   Public Accountants and the Financial Accounting Standards Board or in such
   other statements by any successor entity in effect on the date hereof
   (unless otherwise specified pursuant to Section 13.4); provided, however,that for purposes of Article VII, GAAP shall mean such generally
   accepted accounting principles as in effect from time to time.





Governmental Authority
   means any nation or government, any federal, state, local or other political
   subdivision thereof and any entity exercising executive, legislative,
   judicial, regulatory or administrative functions of or pertaining to
   government.





Government Contract means
   any bid, quotation, proposal, contract, agreement, work authorization,
   lease, commitment or sale or purchase order of the Company or a Subsidiary
   of the Company that is with the United States Government, or any state,
   local or foreign government, including all contracts and work authorizations
   to supply goods and services to the United States Government or such state,
   local or foreign government.





Guarantor means each
   Borrower and each Subsidiary Guarantor executing and delivering a Borrower
   Guaranty or a Subsidiary Guaranty, as the case may be.





Holder means any Person
   entitled to enforce any of the Obligations, whether or not such Person holds
   any evidence of Indebtedness, including the Administrative Agent, each
   Lender and each Issuing Bank.





Immaterial Subsidiary Guarantor
    means a Subsidiary Guarantor that is not party to a Subsidiary
   Guarantor Security Agreement.





Indebtedness, as applied to
   any Person, means, at any time, (a) all indebtedness, obligations or other
   liabilities of such Person (i) for borrowed money or evidenced by debt
   securities, debentures, acceptances, notes or other similar instruments, and
   any accrued interest, fees and charges relating thereto, (ii) under profit
   payment agreements or in respect of obligations to redeem, repurchase or
   exchange any Securities of such Person or to pay dividends in respect of any
   stock, (iii) with respect to letters of credit issued for such Persons
   account, (iv) to pay the deferred purchase price of property or services,
   except accounts payable and accrued expenses arising in the ordinary course
   of business, (v) in respect of Capital Leases or (vi) which are
   Accommodation Obligations; (b) all indebtedness, obligations or other
   liabilities of such Person or others secured by a Lien on any property of
   such Person, whether or not such indebtedness, obligations or liabilities
   are assumed by such Person, all as of such time; (c) all indebtedness,
   obligations or other liabilities of such Person in respect of
   Interest


Rate Contracts and
   foreign exchange contracts, net of liabilities owed to such Person by the
   counterparties thereon; (d) all obligations of such Person under appeal
   bonds, surety, performance and bid bonds and other similar arrangements and
   (e) all contingent Contractual Obligations with respect to any of the
   foregoing.





Indebtedness for Borrowed Money
    means, to the extent the following would be reflected on a balance
   sheet of the Company and its Subsidiaries prepared in accordance with GAAP,
   the principal amount of all Indebtedness of the Company and its Subsidiaries
   in respect of borrowed money, evidenced by debt securities, debentures,
   acceptances, notes or other similar instruments, in respect of Capital Lease
   Obligations, in respect of Reimbursement Obligations or in respect of the
   deferred purchase price of property or services, except (i) accounts payable
   and accrued expenses arising in the ordinary course of business and (ii) any
   Indebtedness in respect of earn-outs permitted pursuant to Section 9.1.For purposes of the definition of Leverage Ratio as
   used in the definition of the Applicable Margin, Indebtedness for Borrowed
   Money shall also include contingent obligations in respect of outstanding
   Letters of Credit.





Indemnitee is defined in
   Section 13.3.





Indemnified Matter is
   defined in Section 13.3.





Initial Term Loan is
   defined in Section 2.1.





Initial Term Loan Borrower
   means each Borrower that borrowed Initial Term Loans on June 11,
   1998.





Initial Term Loan Maturity Date
    means June 11, 2006.





Initial Term Loan Notesmeans notes evidencing the Borrowers respective Obligations to
   repay the Initial Term Loans.





Interest Coverage Ratio
   means, with respect to any period, the ratio of (i) EBITDA for such period
   to (ii) Consolidated Cash Interest Expense of the Company for such
   period.





Interest Rate Contracts
   means interest rate exchange, swap, collar or cap or similar agreements
   providing interest rate protection.





Internal Revenue Code means
   the Internal Revenue Code of 1986, as amended to the date hereof and from
   time to time hereafter, any successor statute and any regulations or
   guidance promulgated thereunder.





Investment means, with
   respect to any Person, (i) any purchase or other acquisition by that Person
   of Securities, or of a beneficial interest in Securities issued by or other
   equity ownership interest in any other Person, (ii) any purchase by that
   Person of


all or a significant
   part of the assets of a business conducted by another Person and (iii) any
   loan, advance (other than deposits with financial institutions available for
   withdrawal on demand, prepaid expenses, accounts receivable, advances to
   employees and similar items made or incurred in the ordinary course of
   business as presently conducted), or capital contribution by that Person to
   any other Person, including all Indebtedness to such Person arising from a
   sale of property by such Person other than in the ordinary course of its
   business.





IRS means the Internal
   Revenue Service and any Person succeeding to the functions
   thereof.





Issue means, with respect
   to any Letter of Credit, either issue, or extend the expiry of, or renew, or
   increase the amount of, such Letter of Credit, and the term
   Issued or Issuance shall have a
   corresponding meaning.





Issuing Banks means
   Citibank, Fleet and each other Lender approved by the Administrative Agent
   and the Company who has agreed to become an Issuing Bank for the purpose of
   issuing Letters of Credit pursuant to Section 2.4.





ITC is defined in the
   preamble hereto.





L/C Subfacility means that
   portion of the Revolving Credit Commitments equal to
   $50,000,000.





Leases means those leases,
   tenancies or occupancies with respect to Real Property entered into by the
   Company or one of its Subsidiaries, as tenant, sublessor or
   sublessee.





Lender means, as of the
   Effective Date, Citicorp, Fleet, the Co-Agents and each other institution
   (other than the Borrowers) which is a signatory hereto and, at any other
   given time, each institution which is a party hereto as a Lender, whether as
   a signatory hereto or pursuant to an Assignment and Acceptance.





Letter Agreements means (i)
   that certain letter dated January 15, 1998 from Citicorp, BankBoston,
   Citicorp Securities, Inc. and BancBoston Securities Inc. and accepted and
   agreed to by the Company on the same date and (ii) that certain letter dated
   February 10, 2000 from Citicorp and the Arranger and accepted and agreed to
   by the Company on February 14, 2000.





Letter of Credit means any
   Commercial Letter of Credit or Standby Letter of Credit.





Letter of Credit Fee is
   defined in Section 4.3(a).





Letter of Credit Obligations
    means, at any particular time, the sum of (i) all outstanding
   Reimbursement Obligations, plus(ii) the aggregate undrawn face
   amount of all outstanding Letters of Credit, plus(iii) the aggregate
   face amount of all Letters of Credit requested by the Borrowers but not yet
   issued (unless the request for an unissued Letter of Credit has been denied
   pursuant to Section 2.4(c)(i)). For purposes of determining the
   amount of Letter of Credit Obligations (or any component thereof) in respect
   of any Letter of Credit which is denominated in an Alternative Currency,
   such amount shall equal the Dollar Equivalent of the amount of such
   Alternative Currency at the time of determination thereof.





Letter of Credit Reimbursement
   Agreement means, with respect to a Letter of Credit, such form of
   application therefor and form of reimbursement agreement therefor (whether
   in a single or several documents, taken together) as the Issuing Bank from
   which the Letter of Credit is requested may employ in the ordinary course of
   business for its own account, with such modifications thereto as may be
   agreed upon by the Issuing Bank and the applicable Borrower and as are not
   materially adverse (in the judgment of the Issuing Bank) to the interests of
   the Lenders; provided, however, in the event of any conflict between
   the terms hereof and of any Letter of Credit Reimbursement Agreement, the
   terms hereof shall control.





Leverage Ratio means, with
   respect to any period, the ratio of (i) Indebtedness for Borrowed Money as
   at the end of such period to (ii) EBITDA for such period.





Leverage Ratio Period means
   the four fiscal quarter period ending on the last day of any fiscal quarter
   covered by any Compliance Certificate.





Liabilities and Costs means
   all liabilities, obligations, responsibilities, losses and damages with
   respect to or arising out of any of the following: personal injury, death,
   punitive damages, economic damages, consequential damages, treble damages,
   intentional, willful or wanton injury, damage or threat to the environment,
   natural resources or public health or welfare, costs and expenses (including
   attorney, expert and consulting fees and costs of investigation, feasibility
   or Remedial Action studies), fines, penalties and monetary sanctions,
   voluntary disclosures made to, or settlements with, the United States
   Government, suspension, debarment, or proposed debarment from contracting
   with the United States Government, interest, direct or indirect, known or
   unknown, absolute or contingent, past, present or future.





Lien means any mortgage,
   deed of trust, pledge, hypothecation, assignment, conditional sale
   agreement, deposit arrangement, security interest, encumbrance, lien
   (statutory or other), preference, priority or other security agreement or
   preferential arrangement (including any arrangement prohibiting the granting
   of a Lien to secure the Obligations) of any kind or nature whatsoever in
   respect of any property of a Person, whether granted voluntarily or imposed
   by law, and includes the interest of a


lessor under a
   Capital Lease or under any financing lease having substantially the same
   economic effect as any of the foregoing and the filing of any financing
   statement or similar notice (other than a financing statement filed by a
   true lessor pursuant to (S) 9-408 of the Uniform
   Commercial Code), naming the owner of such property as debtor, under the
   Uniform Commercial Code or other comparable law of any
   jurisdiction.





Liquidity Ratio means, at
   any time on a consolidated basis for the Company and its Subsidiaries, the
   ratio of (i) accounts receivable at such time plusthe net amount of
   cash and Cash Equivalents at such time to (ii) accounts payable at such time
   plusaccrued wages at such time.





Loan Account is defined in
   Section 2.6(b).





Loan Documents means this
   Agreement, the Term Loan Notes, the Revolving Credit Notes, the Borrower
   Guaranties, the Subsidiary Guaranties, the Contribution Agreement, the
   Borrower Security Agreements, the Subsidiary Guarantor Security Agreements,
   the Pledge Agreements, the Letter Agreements, the Letter of Credit
   Reimbursement Agreements, the Blocked Account Agreements, the other
   documents executed or delivered pursuant to Sections 5.01(a)and
   (b)of the Original Credit Agreement or Section 5.1(a)and
   Section 5.1(b), in each case by the Borrowers or any Restricted
   Subsidiary, the Interest Rate Contracts, foreign exchange contracts and all
   other instruments, agreements and written Contractual Obligations between
   the Borrowers or any Restricted Subsidiary, on the one hand, and any of the
   Administrative Agent, the Lenders or the Issuing Banks, on the other hand,
   in each case delivered to either the Administrative Agent, such Lender or
   such Issuing Bank pursuant to or in connection with the transactions
   contemplated hereby.





Loans means all the Term
   Loans, the Revolving Loans, the Swing Loans and all Base Rate Loans and
   Eurodollar Rate Loans.





Loan Parties means each
   Borrower and each Guarantor.





Lockboxes means,
   collectively, the lockboxes established at the Blocked Account Banks for
   collection of payments in respect of Receivables or other Collateral; and
   Lockbox means any one of the Lockboxes.





Margin Stock means
   margin stock as such term is defined in Regulation
   U.





Material Adverse Change
   means a material adverse change in the business, condition (financial or
   otherwise), operations, performance, properties or prospects of any Borrower
   (other than the Company and OHM and, if Beneco is not a Material Subsidiary,
   other than Beneco), individually, or the Company and its Subsidiaries, taken
   as a whole, since December 25, 1998.





Material Adverse Effect
   means (i) a material adverse effect upon the business, condition (financial
   or otherwise), operations, performance or properties of any Borrower (other
   than the Company and OHM and, if Beneco is not a Material Subsidiary, other
   than Beneco), individually, or the Company and its Subsidiaries taken as a
   whole, since December 25, 1998, (ii) a material adverse effect upon the
   ability of the Company and its Subsidiaries to perform their material
   obligations under the Loan Documents or (iii) a material adverse effect upon
   the ability of the Lenders, the Issuing Banks, or the Administrative Agent
   to enforce the Loan Documents.





Material Government Contract
    means, as of any date of determination, any Government Contract (or
   group of related Government Contracts) (i) for which the aggregate gross
   revenues anticipated to be derived therefrom over the term(s) of such
   Government Contract(s) exceeds $1,000,000 or (ii) the Receivables with
   respect to which equals or exceeds $500,000 as of such date.





Material Subsidiary means a
   wholly owned Subsidiary of the Company (other than any Unrestricted
   Subsidiary or any Subsidiary organized under the law of a jurisdiction
   outside of the United States of America) owning at least five percent (5%)
   of the consolidated assets or generating at least five percent (5%) of the
   consolidated gross revenues of the Company and its Subsidiaries.





Maximum Amount of Revolving Credit
   Obligations means, at any time, the Revolving Credit Commitments
   in effect at such time minusthe Availability Reserves in effect at
   such time.





Maximum Subsidiary/Joint Venture
   Investment Amount means, without duplication, (i) the sum of (A)
   all cash Investments made by the Loan Parties (other than Immaterial
   Subsidiary Guarantors) after February 25, 1998 in any Permitted Joint
   Venture or any Subsidiary of the Company that is an Immaterial Subsidiary
   Guarantor or that is not a Loan Party, (B) the amount of outstanding
   Accommodation Obligations incurred by the Loan Parties (other than
   Immaterial Subsidiary Guarantors) in respect of obligations of any Permitted
   Joint Venture or any Subsidiary of the Company that is an Immaterial
   Subsidiary Guarantor or that is not a Loan Party and (C) the amount of
   consideration paid by the Loan Parties (other than Immaterial Subsidiary
   Guarantors) in connection with Permitted Acquisitions made pursuant to
   clause (iii) of the definition thereof less(ii) the sum of any cash
   dividends or other cash distributions (but not intercompany loans) received
   by the Loan Parties (other than Immaterial Subsidiary Guarantors) in respect
   of the Capital Stock of any such Permitted Joint Venture or Subsidiary after
   February 25, 1998.





Moodys means Moody
   s Investors Service.





Multiemployer Plan means a
   multiemployer plan as defined in Section 4001(a)(3) of
   ERISA which is, or within the immediately preceding six (6) years was,
   contributed to by either the Borrowers or any ERISA Affiliate.





Net Cash Proceeds means (i)
   proceeds received after the Effective Date by any Loan Party in cash or Cash
   Equivalents from the sale (including any Sale and Leaseback Transaction),
   assignment or other disposition of any Property, other than sales,
   assignments and other dispositions of Property between the Loan Parties and
   sales, assignments and other dispositions permitted under clauses (a)and (c)of Section 9.2,net of (x) the reasonable cash
   costs of sale, assignment or other disposition and (y) taxes paid or payable
   as a result thereof; provided, however, that evidence of each of
   (x) and (y) are provided to the Administrative Agent; (ii)
   proceeds of insurance on account of the loss of or damage to any such
   Property or Properties, and payments of compensation for any such Property
   or Properties taken by condemnation or eminent domain, to the extent such
   proceeds or payments are required pursuant to Section 8.7to be
   applied to prepay the Loans and (iii) proceeds received after the Effective
   Date by any Loan Party in cash or Cash Equivalents from (A) the issuance of
   any Capital Stock by the Company Subsidiaries (other than (1) any such
   issuance of Company Common Stock occurring in the ordinary course of
   business to any director, member of the management or employee of the
   Company or its Subsidiaries pursuant to the Stock Option Plan and (2) any
   such issuance of Company Common Stock upon exercise of the Carlyle
   Warrants), or any other additions to the equity of the Company (other than
   retained earnings) or any contributions to capital of the Company or (B)
   issuance of any Indebtedness by any Loan Party, including Indebtedness of
   the type specified in clause (iv)of the definition of Permitted
   Subordinated Indebtedness (except for such Indebtedness permitted under
   Section 9.1(other than Indebtedness of the type specified in
   clause (iv)of the definition of Permitted Subordinated Indebtedness)
   and any such Indebtedness incurred in connection with Interest Rate
   Contracts or foreign exchange contracts to the extent the Loan Parties are
   permitted to enter into such contracts pursuant to the terms hereof), in
   each case net of costs incurred in connection with such transaction;
   provided, however, that evidence of such costs is provided to the
   Administrative Agent.





Non-Excluded Taxes is
   defined in Section 3.3(a).





Non-Material Changes means,
   with respect to the terms of any Permitted Subordinated Indebtedness,
   amendments, waivers or modifications of such terms that do not change the
   substance of such indebtedness in any material respect and do not, in
   aggregate, materially and adversely affect the interests of the Agents and
   the Lenders in the Loans, the Loan Documents or the Collateral.





Non Pro Rata Loan is
   defined in Section 3.2(b)(v).





Note is defined in
   Section 2.6(a).





Notice of Borrowing means a
   notice substantially in the form of Exhibit D.





Notice of Continuation/Conversion
    means a notice substantially in the form of Exhibit
   E.





NPL is defined in
   Section 6.1(q)(H).





Obligations means, to the
   extent arising hereunder, under the Notes or under any other Loan Document,
   all Loans, advances, debts, liabilities, obligations, covenants and duties
   owing by the Borrowers to any Agent, any Lender, any Issuing Bank, any
   Affiliate of any Agent, any Lender or any Issuing Bank, or any Person
   entitled to indemnification pursuant to Section 13.3,of any kind or
   nature, present or future, whether or not evidenced by any note, guaranty or
   other instrument, whether or not for the payment of money, whether arising
   by reason of an extension of credit, opening or amendment of a Letter of
   Credit or payment of any draft drawn thereunder, Loan, guaranty,
   indemnification or in any other manner, whether direct or indirect
   (including those acquired by assignment), absolute or contingent, due or to
   become due, now existing or hereafter arising and however acquired and all
   liabilities and obligations arising under or in connection with (i) Interest
   Rate Contracts and foreign exchange contracts in either case entered into
   between a Borrower and any Lender or any Affiliate of any Lender and (ii)
   any cash management services provided by any Lender or any Affiliate of any
   Lender. The term includes, without limitation, all interest, charges,
   expenses, fees, reasonable attorneys fees and disbursements and any
   other sum chargeable to the Borrowers hereunder, under any other Loan
   Document, and under any such Interest Rate Contract and foreign exchange
   contract.





Officers Certificate
   means, as to a corporation, a certificate executed on behalf of such
   corporation by an officer or director of such corporation.





OHM is defined in the
   preamble hereto.





OHM Remediation is defined
   in the preamble hereto.





Operating Lease means, as
   applied to any Person, any lease of any property (whether real, personal or
   mixed) by that Person as lessee which is not a Capital Lease.





Original Credit Agreement
   is defined in the preamble hereto.





PBGC means the Pension
   Benefit Guaranty Corporation and any Person succeeding to the functions
   thereof.





Permitsmeans any permit,
   approval, authorization license, variance, or permission required from a
   Governmental Authority under an applicable Requirement of Law.





Permitted Acquisitionmeans
   any acquisition of the equity Securities, assets (other than Property
   acquired in the ordinary course of business) or operations of any Person or
   the merger of any such Person with and into the Company or any Subsidiary of
   the Company (with the Company or such Subsidiary, if a Borrower, being the
   surviving corporation); provided, however,that (i) such acquisition
   or merger is effected at a time when, after giving effect thereto and the
   related financing thereof the following conditions are
   satisfied:





| | (a)    no Event of
     Default or Default has occurred and is continuing or would occur as a
     result of such acquisition or merger;
| | ----------------------------------------------------------------------------------------------------------------------------------------




| | (b)    all
     representations and warranties of the Company and its Subsidiaries
     contained in Section 6.2and any other Loan Document are true and
     correct in all material respects on and as of the date of the proposed
     acquisition or merger;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)    in respect of any
     such proposed acquisition other than the WHP Acquisition, the average
     Revolving Credit Availability for the 60 days prior to such proposed
     acquisition or merger minusthe amount of Revolving Loans made to
     finance such acquisition or merger shall not be less than
     $50,000,000;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d)    on an historical,
     pro formaconsolidated basis giving effect to the subject
     acquisition or merger for the twelve (12) consecutive months immediately
     preceding the closing date for such acquisition or the effective date of
     such merger, as applicable, the Company shall not have failed to perform
     or observe any covenant of the Company under Article X;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (e)    the purchase
     price consideration payable in connection with the subject acquisition or
     merger does not exceed an amount equal to eight (8) times the EBITDA of
     the Person which is the subject of such acquisition or merger for the
     twelve (12) consecutive months immediately preceding the closing date for
     such acquisition or the effective date of such merger, as
     applicable;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (f)    the Person which
     is the subject of such acquisition or merger shall be engaged in a
     business activity of a similar or complementary nature to that in which
     the Company and its Subsidiaries are engaged on the Effective
     Date;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (g)    the assets
     subject to the proposed acquisition and the Securities of such Person, if
     applicable, shall be pledged to the Administrative Agent as additional
     Collateral in accordance with Section 8.12 and Section 8.13;and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | (h)    the board of
     directors of the Person which is the subject of such acquisition or merger
     has approved the proposed acquisition or merger;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------




or (ii) the aggregate
   consideration of such acquisition or merger, together with all acquisitions
   or mergers permitted pursuant to this clause (ii) (including all
   acquisitions and mergers permitted pursuant to the corresponding clause in
   the Original Credit Agreement), does not exceed $25,000,000 and does not
   cause the Maximum Subsidiary/Joint Venture Investment Amount to exceed
   $40,000,000 and such acquisition or merger is effected at a time when, after
   giving effect thereto and the related financing thereof, the conditions set
   forth in clauses (i)(a), (b), (c), (d), (f), (g) and (h)above have
   been met; and provided, further,that, in connection with any
   proposed acquisition or merger (A) the Company shall have delivered a
   written notice to the Administrative Agent no less than 10 Business Days (or
   such shorter period agreed to by the Administrative Agent) prior to the
   proposed consummation date therefor setting forth the material terms
   thereof, the source of funding for the purchase price of the proposed
   acquisition or merger and the identification of any Subsidiary being created
   or acquired in connection with such acquisition or merger, (B) the Company
   shall have provided the Administrative Agent and the Lenders such other
   financial information, financial analysis, documentation or other
   information relating to such proposed acquisition or merger as the
   Administrative Agent or the Lenders shall reasonably request and (C) no
   later than the date of the consummation of the proposed acquisition or
   merger, the Company shall have delivered to the Administrative Agent an
   Officers Certificate stating that each of the conditions set forth
   above with respect to such acquisition or merger has been satisfied and
   demonstrating compliance with the conditions specified in clauses (i)(c),
   (d) and (e),as applicable.





Permitted Existing Accommodation
   Obligationsmeans those Accommodation Obligations of the Company
   and its Subsidiaries identified as such on Schedule
   1.01.4.





Permitted Existing Indebtednessmeans the Indebtedness of the Company and its Subsidiaries identified as
   such on Schedule 1.01.5.





Permitted Existing Investmentsmeans those Investments identified as such on Schedule
   1.01.6.





Permitted Existing Liensmeans the Liens on assets of the Company or any of its Subsidiaries
   identified as such on Schedule 1.01.7.





Permitted Joint Venturemeans (i) the joint ventures identified as Schedule 1.01.8and
   (ii) any joint venture entered into by the Company or any of its
   Subsidiaries after the Closing Date with any other Person which is engaged
   in a business activity of a similar or complementary nature to that in which
   the Company and its Subsidiaries were engaged on February 25, 1998, which
   joint venture may be in the form








of a minority
   Investment in a corporation or limited liability company or in the form of a
   subsidiary that is a corporation or limited liability company; provided,
   however,the Company or such Subsidiary shall not, pursuant to any such
   joint venture, be under a Contractual Obligation to make Investments or
   incur Accommodation Obligations after the later of the Effective Date and
   the initial formation of such joint venture that (A) are not specified in a
   fixed Dollar amount or by reference to a maximum Dollar amount and (B) would
   be in violation of any provision of this Agreement.





Permitted Subordinated Indebtedness
   means (i) unsecured Indebtedness in respect of the Senior
   Subordinated Notes in an aggregate principal amount not to exceed
   $225,000,000, (ii) unsecured Indebtedness of the Company that is
   subordinated to the payment in full of the Obligations and is incurred
   pursuant to Section 9.1(j)(ii),(iii) Indebtedness in respect of the
   8% Debentures and (iv) unsecured Indebtedness of the Company in an aggregate
   principal amount not to exceed $200,000,000, the proceeds of which shall be
   applied to the Obligations in accordance with Section 3.1(b),and
   that is subordinated to the payment in full of the Obligations on terms
   substantially similar to those contained in the Senior Subordinated Note
   Indenture, and is otherwise on terms (including as to tenor, interest,
   covenants, events of default and Subsidiary Guaranties) acceptable to the
   Administrative Agent; provided, however,that, after giving effect to
   the incurrence thereof and the application of the proceeds thereof, no Event
   of Default shall have occurred and be continuing on the date of such
   incurrence.





Personmeans any natural
   person, corporation, limited partnership, limited liability company, general
   partnership, joint stock company, joint venture, association, company,
   trust, bank, trust company, land trust, business trust or other
   organization, whether or not a legal entity, and any Governmental
   Authority.





Planmeans an employee
   benefit plan defined in Section 3(3) of ERISA in respect of which a Borrower
   or any ERISA Affiliate is, or within the immediately preceding six years
   was, an employeras defined in Section 3(5) of
   ERISA.





Pledge Agreementsmeans the
   collective reference to the Pledge Agreements executed by each of the Loan
   Parties (other than Immaterial Subsidiaries) owning Capital Stock of other
   Loan Parties or Restricted Subsidiaries in favor of the Administrative
   Agent, as the same may be amended, supplemented or otherwise modified from
   time to time.





Preferred Stockmeans the
   6% Preferred Stock and the 7% Preferred Stock.





Process Agentis defined in
   Section 13.17(a)(i).





Projectionsis defined in
   Section 5.1(e).








Propertymeans any Real
   Property or personal property, plant, building, facility, structure,
   underground storage tank or unit, equipment, inventory, general intangibles,
   Receivable, or other asset owned, leased or operated by the Company or its
   Subsidiaries, as applicable (including any surface water thereon or adjacent
   thereto, and soil and groundwater thereunder).





Pro Rata Sharemeans, with
   respect to any Lender (including the Swing Bank), (a) with respect to
   Revolving Loans and Letters of Credit, the percentage obtained by dividing
   (i) such Lenders Revolving Credit Commitment by (ii) the aggregate
   amount of all Revolving Credit Commitments (in each case, as reduced from
   time to time in accordance with the provisions of this Agreement) and (b)
   with respect to the Term Loans, the percentage obtained by dividing (i) such
   Lenders Term Loans by (ii) the aggregate amount of all Term
   Loans.





Protective Advanceis
   defined in Section 12.9.





Real Propertymeans all of
   the Companys and each of its Subsidiaries respective present and
   future right, title and interest (including any leasehold estate) in (i) any
   plots, pieces or parcels of land, (ii) any improvements, buildings,
   structures and fixtures now or hereafter located or erected thereon or
   attached thereto of every nature whatsoever (the rights and interests
   described in clauses (i)and (ii)above being the Premises), (iii) all easements, rights of way, gores of land
   or any lands occupied by streets, ways, alleys, passages, sewer rights,
   water courses, water rights and powers, and public places adjoining such
   land, and any other interests in property constituting appurtenances to the
   Premises, or which hereafter shall in any way belong, relate or be
   appurtenant thereto, (iv) all hereditaments, gas, oil, minerals (with the
   right to extract, sever and remove such gas, oil and minerals), and
   easements, of every nature whatsoever, located in or on the Premises and (v)
   all other rights and privileges thereunto belonging or appertaining and all
   extensions, additions, improvements, betterments, renewals, substitutions
   and replacements to or of any of the rights and interests described in
   clauses (iii) and (iv)above.





Receivablesmeans all of
   the Companys and its Subsidiaries present and future (i)
   accounts, (ii) accounts receivable, (iii) rights to payment for goods sold
   or leased or for services rendered (except those evidenced by instruments or
   chattel paper), whether or not earned by performance, (iv) all rights in any
   merchandise or goods which any of the same may represent and (v) all rights,
   title, security and guaranties with respect to each of the foregoing,
   including any right of stoppage in transit.





Reference Banksmeans
   Citicorp and Fleet.





Registeris defined in
   Section 13.1(c).








Regulation Ameans
   Regulation A of the Federal Reserve Board as in effect from time to
   time.





Regulation Dmeans
   Regulation D of the Federal Reserve Board as in effect from time to
   time.





Regulation Umeans
   Regulation U of the Federal Reserve Board as in effect from time to
   time.





Regulation Xmeans
   Regulation X of the Federal Reserve Board as in effect from time to
   time.





Reimbursement Dateis
   defined in Section 2.4(d)(i)(A).





Reimbursement Obligationsmeans, as to the Borrowers, the aggregate non-contingent reimbursement
   or repayment obligations of the Borrowers with respect to amounts drawn
   under Letters of Credit.





Releasemeans release,
   spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
   dispersal, leaching or migration into the indoor or outdoor environment or
   into or out of any Property, including the movement of Contaminants through
   or in the air, soil, surface water, groundwater or Property.





Remedial Actionmeans
   actions required to (i) clean up, remove, treat or in any other way address
   Contaminants in the indoor or outdoor environment; (ii) prevent the Release
   or threat of Release or minimize the further Release of Contaminants; or
   (iii) investigate and determine if a remedial response is needed and to
   design such a response and post-remedial investigation, monitoring,
   operation and maintenance and care.





Reportable Eventmeans any
   of the events described in Section 4043 of ERISA with respect to which the
   30 day notice requirement has not been waived.





Requirements of Lawmeans,
   as to any Person, the charter and by-laws or other organizational or
   governing documents of such Person, and any law, rule or regulation, or
   determination of an arbitrator or a court or other Governmental Authority,
   in each case applicable to or binding upon such Person or any of its
   property or to which such Person or any of its property is subject including
   the Securities Act, the Securities Exchange Act, Regulations U and X, ERISA,
   the Fair Labor Standards Act and any certificate of occupancy, zoning
   ordinance, building, or land use requirement or Permit or labor or
   employment rule or regulation, including Environmental, Health or Safety
   Requirements of Law.





Requisite Lendersmeans, at
   any time, Lenders holding, in the aggregate, more than fifty-one percent
   (51%) of the sum of (i) the then aggregate principal amount








of the Term Loans
   outstanding at such time and (ii) the then aggregate amount of the Revolving
   Credit Commitments in effect at such time; provided, however,that,
   in the event any of the Lenders shall have failed to fund its Pro Rata Share
   of any Loan requested by the Borrowers which such Lenders are obligated to
   fund under the terms hereof and any such failure has not been cured, then
   for so long as such failure continues, Requisite Lendersmeans Lenders (excluding all Lenders whose failure to fund their
   respective Pro Rata Share of such Loans have not been so cured) whose
   Aggregate Pro Rata Shares represent more than fifty-one percent (51%) of the
   Aggregate Pro Rata Shares of such Lenders; provided, further,that,
   in the event that the Revolving Credit Commitments have been terminated
   pursuant to the terms hereof, Requisite Lendersmeans
   Lenders (without regard to such Lenders performance of their
   respective obligations hereunder) whose Aggregate Pro Rata Shares are
   greater than fifty-one percent (51%).





Restricted Junior Paymentmeans (i) any dividend or other distribution, direct or indirect, on
   account of any shares of any class of Capital Stock of the Company or any of
   its Subsidiaries now or hereafter outstanding, except a dividend payable
   solely in shares of that class of stock or in any junior class of stock to
   the holders of that class, (ii) any redemption, retirement, sinking fund or
   similar payment, purchase or other acquisition for value, direct or
   indirect, of any shares of any class of Capital Stock of the Company or any
   of its Subsidiaries now or hereafter outstanding, (iii) any payment or
   prepayment of principal of, premium, if any, or interest, fees or other
   charges on or with respect to; and any redemption, purchase, retirement,
   defeasance, sinking fund or similar payment and any claim for rescission
   with respect to any Permitted Subordinated Indebtedness or any other
   Indebtedness or other obligations of the Company expressly subordinated to
   the Obligations and (iv) any payment made to redeem, purchase, repurchase or
   retire, or to obtain the surrender of, any outstanding warrants, options or
   other rights to acquire shares of any class of Capital Stock of the Company
   or any of its Subsidiaries now or hereafter outstanding.





Restricted Subsidiarymean
   a Subsidiary of the Company that is not an Unrestricted
   Subsidiary.





Revolving Credit Availabilitymeans, at any particular time, an amount equal to the Maximum Amount of
   Revolving Credit Obligations at such time minusthe Revolving Credit
   Obligations outstanding at such time.





Revolving Credit Commitmentmeans, with respect to any Lender, the obligation of such Lender to make
   Revolving Loans and to participate in Letters of Credit and Swing Loans
   pursuant to the terms and conditions hereof, and which shall not exceed the
   principal amount set forth opposite such Lenders name under the
   heading Revolving Credit Commitmenton Schedule
   1.01.1,as such schedule may be amended or modified from time to time
   pursuant to the terms hereof or to give effect to any applicable Assignment
   and Acceptance, and Revolving Credit Commitmentsmeans
   the aggregate





principal amount of
   the Revolving Credit Commitments of all the Lenders, the maximum amount of
   which shall not exceed a principal amount of $185,000,000.





Revolving Credit Lenderis
   defined in Section 2.2(a).





Revolving Credit Notesmeans the Notes evidencing the Borrowers Obligations to repay the
   Revolving Loans.





Revolving Credit Obligationsmeans, at any particular time, the sum of (i) the outstanding principal
   amount of the Revolving Loans at such time, plus(ii) the Letter of
   Credit Obligations, outstanding at such time, plus(iii) the
   outstanding principal amount of the Swing Loans at such time.





Revolving Credit Sublimitmeans, with respect to any Borrower, the amount set forth below opposite
   the name of such Borrower, which amount is the maximum amount of Revolving
   Credit Obligations available to be extended to such Borrower on and after
   the Effective Date:











|BORROWER             |  | AMOUNT             
|-------------------- |  | -------------------
|                    
|                    
|The
     Company     |  | $ 
      10,000,000
|                    
|ITC                  |  | $185,000,000       
|                    
|OHM                  |  | $ 
      10,000,000
|                    
|OHM
     Remediation |  | $ 
      50,000,000
|                    
|Beneco               |  | $ 
      50,000,000
|                    







; provided,
   however,that the Revolving Credit Sublimit of any Borrower may be
   adjusted at the request of such Borrower by written notice of such request
   to the Administrative Agent and the acceptance of such request by the
   Administrative Agent in its reasonable discretion.





Revolving Credit Termination Date
   means the earlier to occur of (i) the date of termination of the
   Revolving Credit Commitments pursuant to the terms hereof and (ii) June 11,
   2004.





Revolving Loanis defined
   in Section 2.2(a).





Sale and Leaseback Transactionmeans, with respect to any Person, any direct or indirect arrangement
   pursuant to which Property is sold or transferred by such Person or a
   Subsidiary of such Person and is thereafter leased back from the purchaser
   thereof by such Person or one of its Subsidiaries.





SEC Documentsmeans, at any
   time, the most recent Annual Report of the Company on Form 10-K filed with
   the Commission, the Quarterly Reports on Form 10-Q and Reports on Form 8-K
   of the Company filed with the Commission since such most recent Annual
   Report on Form 10-K and the most recent Annual Report to Shareholders of the
   Company (including audited financial statements) issued by the
   Company.





Securitiesmeans any stock,
   shares, voting trust certificates, bonds, debentures, notes or other
   evidences of indebtedness, secured or unsecured, convertible, subordinated
   or otherwise, or any certificates of interest, shares, or participation in
   temporary or interim certificates for the purchase or acquisition of, or any
   right to subscribe to, purchase or acquire any of the foregoing, but shall
   not include any evidence of the Obligations.





Securities Actmeans the
   Securities Act of 1933, as amended from time to time, and any successor
   statute.





Securities Exchange Actmeans the Securities Exchange Act of 1934, as amended from time to time,
   and any successor statute.





Senior Debt Leverage Ratiomeans, with respect to any period, the ratio of (i) Indebtedness for
   Borrowed Money as at the end of such period minusPermitted
   Subordinated Indebtedness as at the end of such period to (ii) EBITDA for
   such period.





Senior Subordinated Note Indenture
   means the Indenture, dated as of April 9, 1999, among the
   Company, the guarantors listed on the signature pages thereto and The Bank
   of New York, a New York banking corporation, as trustee, as amended or
   supplemented as of the date hereof.





Senior Subordinated Notesmeans the 11 1/4% Senior Subordinated Notes due 2009, dated as of April
   9, 1999, owing by the Company in the aggregate principal amount not in
   excess of the principal amount outstanding on the date hereof and governed
   by the terms of the Senior Subordinated Note Indenture.





7% Preferred Stockmeans
   the 7% Cumulative Convertible Exchangeable Preferred Stock, par value $100
   per share, of the Company.





Sharesmeans the shares of
   common stock, par value $0.10 per share of OHM.





6% Preferred Stockmeans
   the 6% Cumulative Convertible Participating Preferred Stock, par value $100
   per share, of the Company.





Solvent,when used with
   respect to any Person, means that at the time of determination:








| | (i)    the fair market
     value of its assets is in excess of the total amount of its liabilities
     (including contingent liabilities); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    the present fair
     saleable value of its assets is greater than its probable liability on its
     existing debts as such debts become absolute and matured; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    it is then able
     and expects to be able to pay its debts (including contingent debts and
     other commitments) as they mature; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    it has capital
     sufficient to carry on its business as conducted and as proposed to be
     conducted.
| | ------------------------------------------------------------------------------------------------------------------




For purposes of
   determining whether a Person is Solvent, the amount of any contingent
   liability shall be computed as the amount that, in light of all the facts
   and circumstances existing at such time, represents the amount that can
   reasonably be expected to become an actual or matured liability.





Standard & Poorsmeans Standard & Poors Rating Corp., a division of The
   McGraw-Hill Companies.





Standby Letter of Creditmeans any letter of credit issued by an Issuing Bank pursuant to
   Section 2.4for the account of a Borrower or a Restricted Subsidiary,
   which is not a Commercial Letter of Credit.





Subsidiaryof a Person
   means any corporation or other entity of which equity Securities or other
   ownership interests having ordinary voting power to elect a majority of the
   board of directors or other persons performing similar functions are at the
   time directly or indirectly owned or controlled by such Person, one or more
   of the other subsidiaries of such Person or any combination
   thereof.





Subsidiary Guarantormeans
   37-02 College Point Boulevard, LLC, Advanced Analytical Solutions, Inc.,
   American Landfill Supply Co., The Dorchester Group, LLC, EMCON, Emcon
   Industrial Services, Inc., Empire State I, LLC, Empire State II, LLC,
   Gradient Corporation, Groundwater Technology, Inc. (f/k/a Fluor Daniel GTI,
   Inc.), IT Alaska, Inc. (f/k/a EMCON Alaska, Inc.), IT C & V Operations,
   Inc., IT Corporation of North Carolina, Inc., IT E & C Operations, Inc.
   (f/k/a PEG Acquisition Corp.), IT Environmental and Facilities, Inc., IT
   International Holdings, Inc., IT International Investments, Inc. (f/k/a
   Fluor Daniel GTI International, Inc.), IT International Operations, Inc., IT
   Investment Holdings, Inc., IT Japan Services, Inc., IT Korea Services, Inc.,
   IT-Tulsa Holdings, Inc., Jellinek, Schwartz & Connolly, Inc., JSC
   International, Inc., Kato Road LLC, Keystone Recovery, Inc., Landbank, Inc.,
   Landbank Environmental Properties, LLC, Landbank Remediation Corp., LFG
   Specialties, Inc., Monterey Landfill Gas Corporation, National Earth
   Products, Inc., Northeast Restoration Company, LLC, Organic Waste
   Technologies, Inc., Pacific Environmental Group, Inc., PHR Environmental
   Consultants, Inc., Sielken, Inc., Universal Professional
   Insurance








Company (UPIC), Wehran-New York, Inc., each other Material Subsidiary
   of the Company and each other Subsidiary of the Company that becomes a party
   to a Subsidiary Guaranty.





Subsidiary Guarantor Security
   Agreementsmeans the collective reference to the Subsidiary
   Guarantor Security Agreements executed by certain of the Subsidiary
   Guarantors, as the same may be amended, supplemented or otherwise modified
   from time to time.





Subsidiary Guarantymeans
   the collective reference to each Subsidiary Guaranty substantially in the
   form of Exhibit C(and the Master Subsidiary Guaranty made as of
   April 9, 1999 by the Subsidiary Guarantors listed in the signature pages
   therein, as may be amended, supplemented or otherwise modified from time to
   time) executed by each of the Subsidiary Guarantors, each as may be amended,
   supplemented or otherwise modified from time to time.





Swing Loanis defined in
   Section 2.5(a).





Swing Loan Availabilityis
   defined in Section 2.5(a).





Swing Loan Bankmeans
   Citicorp, in its individual capacity or, in the event Citicorp is not the
   Administrative Agent, the Administrative Agent (or any Affiliate of the
   Administrative Agent designated by the Administrative Agent), in its
   individual capacity.





Swing Loan Notemeans one
   or more notes evidencing the Borrowers Obligation to repay the Swing
   Loans.





Term Loanmeans each
   Initial Term Loan and each Additional Term Loan.





Term Loan Borrowermeans
   each Initial Term Loan Borrower and Additional Term Loan
   Borrower.





Term Loan Lendermeans each
   Lender to which Obligations under the Term Loans are owing.





Term Loan Notesmeans the
   Initial Term Loan Notes and the Additional Term Loan Notes.





Termination Eventmeans (i)
   a Reportable Event with respect to any Benefit Plan; (ii) the withdrawal of
   any Borrower or any ERISA Affiliate from a Benefit Plan during a plan year
   in which such Borrower or such ERISA Affiliate was a substantial
   employeras defined in Section 4001(a)(2) of ERISA or the
   cessation of operations which results in the termination of employment of at
   least 20% of Benefit Plan








participants who are
   employees of any Borrower or any ERISA Affiliate; (iii) the imposition of an
   obligation on any Borrower or any ERISA Affiliate under Section 4041 of
   ERISA to provide affected parties written notice of intent to terminate a
   Benefit Plan in a distress termination described in Section 4041(c) of
   ERISA; (iv) the institution by the PBGC or any foreign Governmental
   Authority of proceedings to terminate a Benefit Plan or a Foreign Pension
   Plan; (v) any event or condition which could reasonably constitute grounds
   under Section 4042 of ERISA for the termination of, or the appointment of a
   trustee to administer, any Benefit Plan; (vi) a foreign Governmental
   Authority shall appoint or institute proceedings to appoint a trustee to
   administer any Foreign Pension Plan; or (vii) the partial or complete
   withdrawal of any Borrower or any ERISA Affiliate from a Multiemployer Plan
   or a Foreign Pension Plan.





Transaction Costsmeans the
   fees, costs and expenses payable by the Borrowers in connection with the
   execution, delivery and performance of this Agreement and the other related
   Loan Documents to be executed on or prior to the Effective Date and in
   connection with the WHP Acquisition.





Uniform Commercial Codemeans the Uniform Commercial Code as enacted in the State of New York,
   as it may be amended from time to time.





Unrestricted Subsidiarymeans (i) each Subsidiary of the Company identified on Schedule
   1.01.10,(ii) each Permitted Joint Venture and (iii) each other
   Subsidiary of the Company (that is not a Borrower or Subsidiary Guarantor)
   designated as such in writing to the Administrative Agent and approved by
   the Requisite Lenders.





Unused Commitment Feeis
   defined in Section 4.3(b).





Unused Commitment Fee Ratemeans at all times during the applicable periods set forth below, the
   applicable rate per annum set forth below under the heading Unused
   Commitment Fee:





|Leverage
      Ratio                                            |  | Unused
      Commitment Fee
|--------------------------------------------------------------- |  | ---------------------------
|                                                               
|greater than or
     equal to 4.00 to 1                         |  | 0.50%                      
|                                                               
|greater than or
     equal to 3.75 to 1 but less than 4.00 to 1 |  | 0.375%                     
|                                                               
|greater than or
     equal to 3.25 to 1 but less than 3.75 to 1 |  | 0.35%                      
|                                                               
|greater than or
     equal to 2.75 to 1 but less than 3.25 to 1 |  | 0.30%                      
|                                                               
|less than 2.75 to
     1                                        |  | 0.25%                      
|                                                               




The Leverage Ratio
   used to compute the Unused Commitment Fee Rate shall be the Leverage Ratio
   for the most recently ended Leverage Ratio Period covered by the Compliance
   Certificate in respect of such Leverage Ratio Period delivered by the
   Loan








Parties to the
   Administrative Agent pursuant to Section 7.1(d);changes in the
   Unused Commitment Fee Rate resulting from a change in the Leverage Ratio
   shall become effective upon delivery by the Borrowers to the Administrative
   Agent of a new Compliance Certificate in respect of a subsequent Leverage
   Ratio Period pursuant to Section 7.1(d).If the Borrowers shall fail
   to deliver a Compliance Certificate within the time required pursuant to
   Section 7.1(d)(or within any additional period of up to five
   Business Days that may be approved by the Administrative Agent in its
   discretion), the Unused Commitment Fee Rate from and including the first day
   such Compliance Certificate was required to be delivered to but not
   including the date the Borrowers deliver to the Administrative Agent such
   Compliance Certificate shall conclusively equal the highest Unused
   Commitment Fee Rate set forth above.





Voting Agreementsmeans (i)
   the Parent Voting Agreement dated as of January 15, 1998, among the Company,
   certain stockholders of the Company party thereto and OHM and (ii) the
   Company Voting Agreement dated as of January 15, 1998 among the Company, OHM
   and certain shareholders of OHM, as each of the same may be amended,
   supplemented or otherwise modified from time to time.





Voting Stockmeans, with
   respect to any Person, securities with respect to any class or classes of
   Capital Stock of such Person entitling the holders thereof (whether at all
   times or only so long as no senior class of stock or membership interest has
   voting power by reason of any contingency) to vote in the election of
   members of the board of directors or management committee of such
   Person.





WHP Acquisitionmeans the
   acquisition by the Company or a Subsidiary thereof of W&H Pacific,
   Inc.





Working Capitalmeans, as
   at any date of determination, the excess, if any, of (i) the Borrowers
   and their Subsidiaries consolidated current assets (excluding cash and
   Cash Equivalents) for such period over (ii) the Borrowers and their
   Subsidiaries consolidated current liabilities for such period, except
   for the following: Revolving Credit Obligations to the extent included in
   current liabilities and current portions of long-term liabilities as of such
   date and all long-term pension, post-retiree medical benefits and deferred
   tax assets and liabilities.





Section 1.2   
    Computation of Time Periods.In this
   Agreement, in the computation of periods of time from a specified date to a
   later specified date, the word frommeans from and
   including and the words toand untileach mean to but excluding and the word through
   means to and including. Periods of days referred to
   in this Agreement shall be counted in calendar days unless Business Days are
   expressly prescribed. Any period determined hereunder by reference to a
   month or months or year or years shall end on the day in the relevant
   calendar month in the relevant year, if applicable, immediately preceding
   the date numerically corresponding to the first day of such period;
   provided, however,that if such period commences on the last day of
   a








calendar month (or
   on a day for which there is no numerically corresponding day in the calendar
   month during which such period is to end), such period shall, unless
   otherwise expressly required by the other provisions of this Agreement, end
   on the last day of the calendar month.





Section 1.3   
    Accounting Terms; Calculations.Subject
   to Section 13.4,for purposes of this Agreement, all accounting terms
   not otherwise defined herein shall have the meanings assigned to them in
   conformity with GAAP. For purposes of calculations of all financial
   covenants pursuant to this Agreement, (i) the Companys interest in OHM
   and its Subsidiaries prior to June 11, 1998 shall be accounted for according
   to the equity method of accounting, (ii) all such calculations shall be
   adjusted to exclude the impact thereon of the financial performance, assets
   or liabilities of the Unrestricted Subsidiaries and (iii) the Companys
   Fiscal Year shall be deemed to have been changed as described in the proviso
   to Section 9.15on June 11, 1998.





Section 1.4   
    Certain Terms.





(a)The words herein, hereofand hereunderand similar words refer to this Agreement as a whole, and not to any
   particular Article, Section, subsection or clause in, this
   Agreement.





(b)References
   in this Agreement to an Exhibit, Schedule, Article, Section, subsection or
   clause refer to the appropriate Exhibit or Schedule to, or Article, Section,
   subsection or clause in this Agreement.





(c)The term includingwhen used in any Loan Document means
   including without limitation except when used in the computation
   of time periods.





Section 1.5    Other
   Terms.All other terms contained herein
   shall, unless the context indicates otherwise, have the meanings assigned to
   such terms by the Uniform Commercial Code to the extent the same are defined
   therein.





Section 1.6   
    Section References in Loan Documents.The parties hereto hereby amend all Loan Documents to the
   extent necessary to ensure that all references to articles, sections,
   paragraphs, clauses, subclauses and other parts of the Original Credit
   Agreement be considered mutatis mutandisas references to the
   corresponding provisions of this Agreement, it being understood that (a) any
   reference to a section applying to the Term Loans as defined in
   the Original Credit Agreement shall be deemed a reference to the
   corresponding provisions applying to the Initial Term Loans and
   to the Additional Term Loans and (b) the parties hereto intend
   that the Additional Term Loans benefit from the security of the Collateral
   to the same extent as the Initial Term Loans. This amendment shall be
   limited as written and is not a consent to any other amendment or waiver,
   whether or not similar and, except as expressly provided herein or in any
   other Loan Document, all terms and conditions of the Loan








Documents remain in
   full force and effect unless otherwise specifically amended in this
   Agreement or any other Loan Document.





ARTICLE
   II


Amounts and Terms
   of Loans





Section 2.1    The
   Initial Term Loans.    (a)    Amount
   of Initial Term Loans.On June 11, 1998, each
   Term Loan Lender (as defined in the Original Credit Agreement) made an
   Initial Term Loan (each individually, an Initial Term Loanand, collectively, the Initial Term Loans),in
   Dollars, to the Initial Term Loan Borrowers in an amount equal to such Lender
   s Pro Rata Share (as defined in the Original Credit Agreement) of
   $228,000,000. The outstanding principal amount of Initial Term Loans on the
   Effective Date is $221,249,999.95.





(b)    Repayment of the
   Initial Term Loans.The Initial Term Loans are
   repayable in twelve (12) consecutive semi-annual installments of $2,250,000
   in the aggregate each, beginning on December 11, 1998 and continuing on the
   last day of each six-month period thereafter to June 11, 2004 and the
   remainder of the Initial Term Loans shall be repayable in eight (8)
   consecutive equal quarterly installments beginning on last day of the first
   three-month period ending after June 11, 2004 and continuing on the last day
   of each three-month period ending thereafter to the Initial Term Loan
   Maturity Date. Each Initial Term Loan Borrower shall pay that portion of
   each installment of the Initial Term Loans equal to its proportionate share
   of the Initial Term Loans borrowed on June 11, 1998.





(c)    Prepayments.In addition to the scheduled payments on the
   Initial Term Loans, the Initial Term Loan Borrowers may make the voluntary
   prepayments described in Section 3.1(a)(i)and shall make the
   mandatory prepayments prescribed in Section 3.1(b),for credit
   against the Initial Term Loans pursuant to Section 3.1(a)(i)or
   Section 3.1(b)(iv), as applicable. Any amount paid in respect of the
   Initial Term Loans may not be reborrowed.





Section 2.2   
    Revolving Credit Facility.(a)Subject to the terms and conditions set forth herein,
   each Lender with a Revolving Credit Commitment (Revolving Credit
   Lender) hereby severally and not jointly agrees to make revolving
   loans, in Dollars (each individually, a Revolving Loan
   and, collectively, the Revolving Loans) to the Borrowers
   from time to time during the period from the Effective Date to the Business
   Day next preceding the Revolving Credit Termination Date, in an amount not
   to exceed at any time such Lenders Pro Rata Share of the Revolving
   Credit Commitments at such time; provided, however, (i) at no time
   shall the aggregate principal amount of all Revolving Credit Obligations
   outstanding at any time exceed the Maximum Amount of Revolving Credit
   Obligations at such time and (ii) at no time shall the aggregate principal
   amount of all Revolving Credit Obligations outstanding any time








owing by any
   Borrower after the Effective Date exceed such Borrowers Revolving
   Credit Sublimit (to the extent applicable). All Revolving Loans comprising
   the same Borrowing hereunder shall be made by such Lenders simultaneously
   and proportionately to their then respective Revolving Credit Commitments.
   Subject to the provisions hereof (including Section 5.2), the
   Borrowers, as the case may be, may repay any outstanding Revolving Loan on
   any day which is a Business Day and any amounts so repaid may be reborrowed,
   up to the amount available under this Section 2.2(a)at the time of
   such Borrowing, until the Business Day next preceding the Revolving Credit
   Termination Date. On the Effective Date, the Revolving Loans outstanding on
   such date shall be repaid by that portion of the proceeds of the Additional
   Term Loans in excess of Transaction Costs payable on the Effective Date,
   without thereby effecting any reduction in the Revolving Credit
   Commitments.





(b)    Notice of
   Borrowing.When a Borrower desires to borrow
   under this Section 2.2,it shall deliver to the Administrative Agent
   an irrevocable Notice of Borrowing, signed by it, no later than 1:00 p.m.
   (New York time) (i) on the Business Day next preceding the proposed
   Revolving Loan Funding Date, in the case of a Borrowing of Base Rate Loans
   and (ii) at least three (3) Business Days in advance of the proposed
   Revolving Loan Funding Date, in the case of a Borrowing of Eurodollar Rate
   Loans. Such Notice of Borrowing shall specify (i) the proposed Funding Date
   (which shall be a Business Day), (ii) the aggregate amount of the proposed
   Borrowing, (iii) in the case of a Borrowing by more than one Borrower, the
   amount of the proposed Borrowing allocable to each such Borrower, (iv)
   whether the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate
   Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar
   Interest Period and (vi) instructions for the disbursement of the proceeds
   of the proposed Borrowing. In lieu of delivering such a Notice of Borrowing,
   the applicable Borrower may give the Administrative Agent irrevocable
   telephonic notice of any proposed Borrowing by the time required for Notices
   of Borrowing under this Section 2.2(b)and shall confirm such notice
   by delivery of the Notice of Borrowing by telecopy to the Administrative
   Agent promptly, but in no event later than 3:00 p.m. (New York time) on the
   same day.





(c)    Making of
   Revolving Loans.(i)   
    Promptly after receipt of a Notice of Borrowing under Section
   2.2(b)(or telephonic notice in lieu thereof), the Administrative Agent
   shall notify each Revolving Credit Lender by telecopy (or other similar form
   of transmission) of the proposed Borrowing. Each Revolving Credit Lender
   shall deposit an amount equal to its respective Pro Rata Share of the amount
   requested by the Borrowers to be made as Revolving Loans with the
   Administrative Agent at its office in New York, New York, in immediately
   available funds, not later than 1:00 p.m. (New York time) on the Revolving
   Loan Funding Date specified in the applicable Notice of Borrowing for
   Revolving Loans to be made on any other date. Subject to the fulfillment of
   the conditions precedent set forth in Section 5.1and/or


Section 5.2,as applicable, the Administrative Agent shall make the proceeds of such
   amounts received by it from the Lenders available to the applicable
   Borrowers at the Administrative Agents office in








New York, New York
   on such Funding Date (or on the date received if later than such Funding
   Date) and shall disburse such proceeds to the applicable Disbursement
   Account or otherwise in accordance with such Borrowers disbursement
   instructions set forth in the applicable Notice of Borrowing. The failure of
   any Revolving Credit Lender to deposit the amount described above (or
   required to be paid pursuant to Section 2.5(d)) with the
   Administrative Agent on the applicable Funding Date shall not relieve any
   other Revolving Credit Lender of its obligations hereunder to make its
   Revolving Loan on such Funding Date. No Lender shall be responsible for any
   failure by any other Lender to perform its obligation to make a Revolving
   Loan hereunder nor shall the Revolving Credit Commitment of any Lender be
   increased or decreased as a result of any such failure.





| | (ii)    Unless the
     Administrative Agent shall have been notified by any Revolving Credit
     Lender on the Business Day immediately preceding the applicable Funding
     Date in respect of any Borrowing of Revolving Loans that such Lender does
     not intend to fund its Revolving Loan requested to be made on such Funding
     Date, the Administrative Agent may assume that such Lender has funded its
     Revolving Loan and is depositing the proceeds thereof with the
     Administrative Agent on such Funding Date, and the Administrative Agent in
     its sole discretion may, but shall not be obligated to, disburse a
     corresponding amount to the applicable Borrowers on such Funding Date. If
     the Revolving Loan proceeds corresponding to that amount are advanced to
     such Borrowers by the Administrative Agent but are not in fact deposited
     with the Administrative Agent by such Lender on or prior to the applicable
     Funding Date, such Lender agrees to pay, and in addition the Borrowers
     agree to repay, to the Administrative Agent forthwith on demand such
     corresponding amount, together with interest thereon, for each day from
     the date such amount is disbursed to or for the benefit of the applicable
     Borrowers until the date such amount is paid or repaid to the
     Administrative Agent, (A) in the case of such Borrowers, at the interest
     rate applicable to such Borrowing and (B) in the case of such Lender, at
     the Federal Funds Rate for the first Business Day, and thereafter at the
     interest rate applicable to such Borrowing. If such Lender shall pay to
     the Administrative Agent the corresponding amount, the amount so paid
     shall constitute such Lenders Revolving Loan, and if both such
     Lender and the applicable Borrowers shall pay and repay such corresponding
     amount, the Administrative Agent shall promptly pay to the applicable
     Borrowers such corresponding amount. This Section 2.2(c)(ii)does
     not relieve any Revolving Credit Lender of its obligation to make its
     Revolving Loan on any Funding Date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(d)    Use of Proceeds
   of Revolving Loans.The proceeds of the Revolving
   Loans may be used from and after the Effective Date, solely to fund working
   capital in the ordinary course of the business of the Company and its
   Subsidiaries and for other lawful general corporate purposes not prohibited
   hereunder, including payments required to be made in connection with
   Permitted Acquisitions.








(e)    Revolving Credit
   Termination Date.The Revolving Credit
   Commitments shall terminate, and all outstanding Revolving Credit
   Obligations shall be paid in full (or, in the case of unmatured Letter of
   Credit Obligations, provision for payment in cash shall be made to the
   satisfaction of the Issuing Banks and the Requisite Lenders), on the
   Revolving Credit Termination Date. Each Lenders obligation to make
   Revolving Loans shall terminate on the Business Day next preceding the
   Revolving Credit Termination Date.





Section 2.3    The
   Additional Term Loans.(a)  
     Amount of Additional Term Loans.Subject to the terms and conditions set forth herein, each Lender
   with an Additional Term Loan Commitment (Additional Term Loan
   Lender) hereby severally and not jointly agrees to make, on the
   Effective Date, an Additional Term Loan (each individually, an
   Additional Term Loan and, collectively, the
   Additional Term Loans), in Dollars, to the Additional
   Term Loan Borrower in an aggregate amount equal to such Lenders Pro
   Rata Share of the Additional Term Loan Commitments. The aggregate amount of
   Additional Term Loans made by the Lenders to the Additional Term Loan
   Borrower shall be reflected in the Notice of Borrowing delivered pursuant to
   Section 2.3(b)and shall be acceptable to the Administrative Agent.
   On the Effective Date, the Additional Term Loan Commitment shall be as set
   forth on Schedule 1.01.1.





(b)    Notice of
   Borrowing in respect of Additional Term Loans.   
    The Additional Term Loan Borrower shall deliver to the Administrative
   Agent a Notice of Borrowing, signed by each of them, on the Effective Date.
   Such Notice of Borrowing shall specify (i) the aggregate amount of the
   Additional Term Loans and (ii) instructions for the disbursement of the
   proceeds of the Additional Term Loans. The Additional Term Loans shall
   initially be Base Rate Loans and thereafter may be continued as Base Rate
   Loans or converted into Eurodollar Rate Loans in the manner provided in
   Section 4.1(c)and subject to the conditions and limitations therein
   set forth and set forth in Section 4.2. Any Notice of Borrowing given
   pursuant to this Section 2.3(b)shall be irrevocable.





(c)    Making of
   Additional Term Loans.Promptly after receipt of
   the Notice of Borrowing under Section 2.3(b)in respect of the
   Additional Term Loans, the Administrative Agent shall notify each Lender by
   telecopy (or other similar form of transmission) of each of the proposed
   Borrowings. Each Additional Term Loan Lender shall deposit, on the Effective
   Date, an amount equal to its Pro Rata Share of the Additional Term Loans
   with the Administrative Agent at its office in New York, New York, in
   immediately available funds. Subject to the fulfillment of the conditions
   precedent set forth in Section 5.1and Section 5.2, the
   Administrative Agent shall make the proceeds of such amounts received by it
   available to the Additional Term Loan Borrower at the Administrative Agent
   s office in New York, New York on the Effective Date and shall
   disburse such proceeds in accordance with the Additional Term Loan Borrower
   s disbursement instructions set forth in such Notice of Borrowing. The
   failure of any Lender to deposit the amount described above with the
   Administrative Agent on








the Effective Date
   shall not relieve any other Lender of its obligations hereunder to make its
   Additional Term Loan on the Effective Date. No Lender shall be responsible
   for any failure by any other Lender to perform its obligation to make any
   Additional Term Loan hereunder nor shall the Additional Term Loan Commitment
   of any Lender be increased or decreased as a result of any such
   failure.





(d)    Repayment of the
   Additional Term Loans.(i)   
    (A)    The Additional Term Loans are repayable in
   twelve (12) consecutive equal semi-annual installments of one million
   Dollars ($1,000,000) in the aggregate each, beginning on September 30, 2000
   and continuing on the last day of each six-month period thereafter through
   March 31, 2006 and the remainder of the Additional Term Loans shall be
   repayable in four (4) consecutive equal quarterly installments of twenty-two
   million Dollars ($22,000,000) beginning on September 30, 2006 and continuing
   on the last day of each three-month period ending thereafter; provided,
   however,that the last installment shall be payable on the Additional
   Term Loan Maturity Date and shall be in an amount equal to the outstanding
   balance of the Additional Term Loans on the Additional Term Loan Maturity
   Date. The Additional Term Loan Borrower shall pay that portion of each
   installment of the Additional Term Loans equal to its proportionate share of
   the Additional Term Loans on the Effective Date.





| | (ii)    In addition to
     the scheduled payments on the Additional Term Loans, the Additional Term
     Loan Borrower may make the voluntary prepayments described in Section
     3.1(a)(i)and shall make the mandatory prepayments prescribed in
     Section 3.1(b),for credit against the Additional Term Loans
     pursuant to Section 3.1(a)(i)or Section 3.1(b)(iv), as
     applicable. Any amount paid in respect of the Additional Term Loans may
     not be reborrowed.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(e)    Use of Proceeds
   of Additional Term Loans.The proceeds of the
   Additional Term Loans may be used solely for the following purposes: (i) to
   repay any Revolving Loans outstanding on the Effective Date and (ii) to pay
   Transaction Costs.





Section 2.4   
    Letters of Credit.Subject to the terms
   and conditions set forth herein, each Issuing Bank hereby severally agrees
   to Issue one or more Letters of Credit, for the account of any Borrower or
   for the account of any Restricted Subsidiary of such Borrower if such
   Borrower is jointly and severally liable for reimbursements of amounts drawn
   under such Letter of Credit, one or more Letters of Credit, subject to the
   following provisions:





(a)    Types and
   Amounts.An Issuing Bank shall not have any
   obligation to Issue, and shall not Issue any Letter of Credit at any
   time:





| | (i)    if the aggregate
     Letter of Credit Obligations with respect to such Issuing Bank, after
     giving effect to the Issuance of the Letter of Credit
     requested
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | hereunder, shall
     exceed any limit imposed by law or regulation upon such Issuing
     Bank;
| | ------------------------------------------------------------------------------------------------




| | (ii)    if the Issuing
     Bank receives written notice (A) from the Administrative Agent at or
     before 11:00 a.m. (New York time) on the date of the proposed Issuance of
     such Letter of Credit that immediately after giving effect to the Issuance
     of such Letter of Credit, (I) the Letter of Credit Obligations at such
     time would exceed the amount of the L/C Subfacility in effect at such time
     or (II) the Revolving Credit Obligations at such time would exceed the
     Maximum Amount of Revolving Credit Obligations at such time or (B) from
     any of the Lenders at or before 11:00 a.m. (New York time) on the date of
     the proposed Issuance of such Letter of Credit that one or more of the
     conditions precedent contained in Section 5.1 or Section 5.2as
     applicable, would not on such date be satisfied (or waived pursuant to
     Section 13.7), unless such conditions are thereafter satisfied or
     waived and written notice of such satisfaction or waiver is given to the
     Issuing Bank by the Administrative Agent (and an Issuing Bank shall not
     otherwise be required to determine that, or take notice whether, the
     conditions precedent set forth in Section 5.1 or Section 5.2as
     applicable, have been satisfied or waived);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    which has an
     expiration date later than the earlier of (A) the date one (1) year after
     the date of issuance (without regard to any automatic renewal provisions
     thereof) or (B) the Business Day next preceding the Revolving Credit
     Termination Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    with respect to
     such proposed Letters of Credit denominated in an Alternative Currency if
     the Issuing Bank receives written notice from the Administrative Agent at
     or before 11:00 a.m. (New York time) on the date of the proposed issuance
     of such Letters of Credit that immediately after giving effect to the
     issuance of such Letter of Credit the Letter of Credit Obligations at such
     time in respect of outstanding Letters of Credit denominated in
     Alternative Currencies would exceed $5,000,000; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)    which is in a
     currency other than Dollars or an Alternative Currency in which such
     Issuing Bank is then issuing letters of credit.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------




(b)    Conditions.In addition to being subject to the satisfaction of
   the conditions precedent contained in Section 5.1 or Section 5.2as
   applicable, the obligation of an Issuing Bank to Issue any Letter of Credit
   is subject to the satisfaction in full of the following
   conditions:





| | (i)    if the Issuing
     Bank so requests, the applicable Borrower or, in the case of Letters of
     Credit Issued for the account of a Restricted Subsidiary, the applicable
     Borrower and such Subsidiary, shall have executed and delivered
     to
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | such Issuing Bank
     and the Administrative Agent a Letter of Credit Reimbursement Agreement
     and such other documents and materials as may be required pursuant to the
     terms thereof; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    the terms of the
     proposed Letter of Credit shall be satisfactory to the Issuing Bank in its
     sole discretion.
| | ------------------------------------------------------------------------------------------------------------------------------




(c)    Issuance of
   Letters of Credit.(i)    The
   applicable Borrower shall give an Issuing Bank and the Administrative Agent
   written notice that it has selected such Issuing Bank to Issue a Letter of
   Credit not later than 11:00 a.m. (New York time) on the third Business Day
   preceding the requested date for Issuance thereof hereunder, or such shorter
   notice as may be acceptable to such Issuing Bank and the Administrative
   Agent. Such notice shall be irrevocable unless and until such request is
   denied by the applicable Issuing Bank and shall specify (A) that the
   requested Letter of Credit is either a Commercial Letter of Credit or a
   Standby Letter of Credit, (B) the stated amount of the Letter of Credit
   requested, (C) the effective date (which shall be a Business Day) of
   Issuance of such Letter of Credit, (D) the date on which such Letter of
   Credit is to expire, (E) the Person for whose benefit such Letter of Credit
   is to be Issued, (F) other relevant terms of such Letter of Credit and (G)
   the amount of the then outstanding Letter of Credit Obligations. Such
   Issuing Bank shall notify the Administrative Agent immediately upon receipt
   of a written notice from a Borrower requesting that a Letter of Credit be
   Issued and, upon the Administrative Agents request therefor, send a
   copy of such notice to the Administrative Agent.





| | (ii)    The applicable
     Issuing Bank shall give the Administrative Agent written notice, or
     telephonic notice confirmed promptly thereafter in writing, of the
     Issuance of a Letter of Credit (which notice the Administrative Agent
     shall promptly transmit by telegram, telex, telecopy, telephone or similar
     transmission to each Lender).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(d)    Reimbursement
   Obligations; Duties of Issuing Banks.(i) 
      Notwithstanding any provisions to the contrary in any
   Letter of Credit Reimbursement Agreement:





| | (A)    the applicable
     Borrower shall reimburse, or cause its Restricted Subsidiary for whose
     account a Letter of Credit is issued to reimburse, the applicable Issuing
     Bank for amounts drawn under such Letter of Credit pursuant to subsection
     (d)(ii) below, in Dollars (or the applicable Alternative Currency, as the
     case may be), no later than the date (the Reimbursement Date
     ) which is one (1) Business Day after such Borrower receives written
     notice from such Issuing Bank that payment has been made under such Letter
     of Credit by such Issuing Bank; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | (B)    all Reimbursement
     Obligations with respect to any Letter of Credit shall bear interest at
     the rate applicable in accordance with Section 4.1(a)(i)from the
     date of the relevant drawing under such Letter of Credit until the
     Reimbursement Date and thereafter at the rate applicable in accordance
     with Section 4.1(d).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    The applicable
     Issuing Bank shall give the Administrative Agent written notice, or
     telephonic notice confirmed promptly thereafter in writing, of all
     drawings under a Letter of Credit Issued by it and the payment (or the
     failure to pay when due) by a Borrower or its Subsidiary on account of a
     Reimbursement Obligation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    No action taken
     or omitted in good faith by an Issuing Bank under or in connection with
     any Letter of Credit, if taken or omitted in the absence of gross
     negligence or willful misconduct, shall put such Issuing Bank under any
     resulting liability to any Lender, any Borrower, any of the Borrowers
      Subsidiaries or, so long as it is not Issued in violation of
     Section 2.4(a),relieve any Revolving Credit Lender of its
     obligations hereunder to such Issuing Bank. Solely as between the Issuing
     Banks and such Lenders, in determining whether to pay under any Letter of
     Credit, the respective Issuing Bank shall have no obligation to the
     Revolving Credit Lenders other than to confirm that any documents required
     to be delivered under a respective Letter of Credit appear to have been
     delivered and that they appear on their face to comply with the
     requirements of such Letter of Credit.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(e)    Participations.(i)    Immediately upon
   Issuance by an Issuing Bank of any Letter of Credit in accordance with the
   procedures set forth in this Section 2.4, each Revolving Credit Lender shall
   be deemed to have irrevocably and unconditionally purchased and received
   from such Issuing Bank, without recourse or warranty, an undivided interest
   and participation in such Letter of Credit to the extent of such Lender
   s Pro Rata Share of the Revolving Credit Commitments, including all
   obligations of the Borrowers with respect thereto (other than amounts owing
   to such Issuing Bank under Section 2.4(g)) and any security therefor
   and guaranty pertaining thereto.





| | (ii)    If any Issuing
     Bank makes any payment under any Letter of Credit and a Borrower or the
     Subsidiary of the Borrower for whose account such Letter of Credit was
     Issued does not repay such amount to such Issuing Bank on the
     Reimbursement Date, such Issuing Bank shall promptly notify the
     Administrative Agent, which shall promptly notify each Revolving Credit
     Lender, and each such Lender shall promptly and unconditionally pay to the
     Administrative Agent for the account of such Issuing Bank, in immediately
     available funds, the amount (or Dollar Equivalent thereof if such payment
     was made in an Alternative Currency) of such Lenders Pro Rata Share
     of such payment (net of that portion of such payment, if any, made by such
     Lender in its capacity as an Issuing Bank), and the
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | Administrative
     Agent shall promptly pay to such Issuing Bank such amounts received by it,
     and any other amounts received by the Administrative Agent for such
     Issuing Banks account, pursuant to this Section 2.4(e). All
     such payments shall constitute Revolving Loans made to the applicable
     Borrowers pursuant to Section 2.2(irrespective of the satisfaction
     of the conditions in Section 5.1 or Section 5.2or the requirement
     in Section 2.2(b)to deliver a Notice of Borrowing which conditions
     and requirement, for the purpose of refunding any Reimbursement Obligation
     owing to any Issuing Bank, the Revolving Credit Lenders irrevocably
     waive). If a Revolving Credit Lender does not make its Pro Rata Share of
     the amount (or Dollar Equivalent thereof if such payment was made in an
     Alternative Currency) of such payment available to the Administrative
     Agent, such Lender agrees to pay to the Administrative Agent for the
     account of the applicable Issuing Bank, forthwith on demand, such amount
     together with interest thereon, for the first Business Day after the date
     such payment was first due at the Federal Funds Rate, and thereafter at
     the interest rate then applicable in accordance with Section
     4.1(a). The failure of any such Lender to make available to the
     Administrative Agent for the account of an Issuing Bank its Pro Rata Share
     of any such payment shall neither relieve any other Revolving Credit
     Lender of its obligation hereunder to make available to the Administrative
     Agent for the account of such Issuing Bank such other Lenders Pro
     Rata Share of any payment on the date such payment is to be made nor
     increase the obligation of any other Revolving Credit Lender to make such
     payment to the Administrative Agent. This Section does not relieve any
     Lender of its obligation to purchase Pro Rata Share participations in
     Letters of Credit; nor does this Section relieve any Borrower of its
     obligation to pay or repay any Issuing Bank funding its Pro Rata Share of
     such payment pursuant to this Section interest on the amount of such
     payment from such date such payment is to be made until the date on which
     payment is repaid in full.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    Whenever an
     Issuing Bank receives a payment on account of a Reimbursement Obligation,
     including any interest thereon, as to which any Revolving Credit Lender
     has made a Revolving Loan pursuant to clause (ii) of this Section, such
     Issuing Bank shall promptly pay to the Administrative Agent such payment
     in accordance with Section 3.2.Each such payment shall be made by
     such Issuing Bank or the Administrative Agent, as the case may be, on the
     Business Day on which such Person receives the funds paid to such Person
     pursuant to the preceding sentence, if received prior to 11:00 a.m. (New
     York time) on such Business Day, and otherwise on the next succeeding
     Business Day.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    Upon the request
     of any Revolving Credit Lender, an Issuing Bank shall furnish such Lender
     copies of any Letter of Credit or Letter of Credit Reimbursement Agreement
     to which such Issuing Bank is party and such other documentation as
     reasonably may be requested by such Lender.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)    The obligations
     of a Revolving Credit Lender to make payments to the Administrative Agent
     for the account of any Issuing Bank with respect to a Letter of Credit
     shall be irrevocable, shall not be subject to any qualification or
     exception whatsoever except willful misconduct or gross negligence of such
     Issuing Bank, and shall be honored in accordance with this Article II
     (irrespective of the satisfaction of the conditions described in
     Section 5.1 or Section 5.2, as applicable, which conditions, for
     the purposes of the repayment of Letters of Credit to the Issuing Bank,
     such Lenders irrevocably waive) under all circumstances, including any of
     the following circumstances:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (A)    any lack of
     validity or enforceability hereof or of any of the other Loan
     Documents;
| | -----------------------------------------------------------------------------------------------------




| | (B)    the existence of
     any claim, setoff, defense or other right which the applicable Borrower or
     the Restricted Subsidiary of the applicable Borrower for whose account
     such Letter of Credit was Issued may have at any time against a
     beneficiary named in a Letter of Credit or any transferee of a beneficiary
     named in a Letter of Credit (or any Person for whom any such transferee
     may be acting), the Administrative Agent, any Issuing Bank, any Lender, or
     any other Person, whether in connection herewith, with any Letter of
     Credit, the transactions contemplated herein or any unrelated transactions
     (including any underlying transactions between the account party and
     beneficiary named in any Letter of Credit);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (C)    any draft,
     certificate or any other document presented under the Letter of Credit
     having been determined to be forged, fraudulent, invalid or insufficient
     in any respect or any statement therein being untrue or inaccurate in any
     respect;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (D)    the surrender or
     impairment of any security for the performance or observance of any of the
     terms of any of the Loan Documents;
| | ------------------------------------------------------------------------------------------------------------------------------------------------




| | (E)    any failure by
     such Issuing Bank to make any reports required pursuant to Section
     2.4(h)or the inaccuracy of any such report; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------




| | (F)    the occurrence of
     any Event of Default or Default.
| | --------------------------------------------------------------




(f)    Payment of
   Reimbursement Obligations.(i)   
    Each Borrower unconditionally agrees to pay, or cause its Restricted
   Subsidiary for whose account a Letter of Credit is Issued to pay, to each
   Issuing Bank, in Dollars or in the applicable Alternative Currency, the
   amount of all Reimbursement Obligations, interest and other amounts payable
   to such Issuing Bank under or in connection with the Letters of Credit when
   such amounts are due and payable, irrespective of any claim, setoff, defense
   or








other right which
   such Borrower or such Subsidiary may have at any time against any Issuing
   Bank or any other Person.





| | (ii)    In the event any
     payment by such Borrower or such Subsidiary received by an Issuing Bank
     with respect to a Letter of Credit and distributed by the Administrative
     Agent to the Revolving Credit Lenders on account of their participation is
     thereafter set aside, avoided or recovered from such Issuing Bank in
     connection with any receivership, liquidation or bankruptcy proceeding,
     each such Lender which received such distribution shall, upon demand by
     such Issuing Bank, contribute such Lenders Pro Rata Share of the
     amount set aside, avoided or recovered together with interest at the rate
     required to be paid by such Issuing Bank upon the amount required to be
     repaid by it.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(g)    Issuing Bank
   Charges.Each Borrower shall pay to each Issuing
   Bank, solely for its own account, the standard charges assessed by such
   Issuing Bank in connection with the Issuance, administration, amendment and
   payment or cancellation of Letters of Credit and such compensation in
   respect of such Letters of Credit for such Borrowers or a Restricted
   Subsidiary of such Borrowers account as may be agreed upon by such
   Borrower and such Issuing Bank from time to time.





(h)    Issuing Bank
   Reporting Requirements.Each Issuing Bank shall,
   no later than the tenth (10th) Business Day following the last day of each
   calendar month, provide to the Administrative Agent (and the Administrative
   Agent shall provide a copy thereof to each Revolving Credit Lender
   requesting the same) and the Company separate schedules for Commercial
   Letters of Credit and Standby Letters of Credit issued by it, in form and
   substance reasonably satisfactory to the Administrative Agent, setting forth
   the aggregate Letter of Credit Obligations outstanding at the end of each
   month and any information requested by the Administrative Agent or the
   Company relating to the date of Issue, account party, amount, expiration
   date and reference number of each Letter of Credit Issued by it.





(i)    Indemnification;
   Exoneration.(A)    In
   addition to all other amounts payable to an Issuing Bank, each Borrower
   hereby agrees to defend, indemnify, and save the Administrative Agent, each
   Issuing Bank and each Lender harmless from and against any and all claims,
   demands, liabilities, penalties, damages, losses (other than loss of
   profits), costs, charges and expenses (including reasonable attorneys
   fees but excluding taxes) which the Administrative Agent, such Issuing Bank
   or such Lender may incur or be subject to as a consequence, direct or
   indirect, of (i) the Issuance of any Letter of Credit Issued by such Issuing
   Bank other than as a result of the gross negligence or willful misconduct of
   such Issuing Bank, as determined by a court of competent jurisdiction or
   (ii) the failure of such Issuing Bank issuing a Letter of Credit to honor a
   drawing under such Letter of Credit as a result of any act or omission,
   whether rightful or wrongful, of any present or future de jureor
   de factogovernment or Governmental Authority.








| | (B)    As between each
     Borrower on the one hand and the Administrative Agent, the Lenders and the
     Issuing Banks on the other hand, each such Borrower assumes all risks of
     the acts and omissions of, or misuse of Letters of Credit by, the
     respective beneficiaries of the Letters of Credit. In furtherance and not
     in limitation of the foregoing, subject to the provisions of the Letter of
     Credit Reimbursement Agreements, the Administrative Agent, the Issuing
     Banks and the Lenders shall not be responsible for: (i) the form,
     validity, legality, sufficiency, accuracy, genuineness or legal effect of
     any document submitted by any party in connection with the application for
     and Issuance of the Letters of Credit, even if it should in fact prove to
     be in any or all respects invalid, insufficient, inaccurate, fraudulent or
     forged; (ii) the validity, legality or sufficiency of any instrument
     transferring or assigning or purporting to transfer or assign a Letter of
     Credit or the rights or benefits thereunder or proceeds thereof, in whole
     or in part, which may prove to be invalid or ineffective for any reason;
     (iii) failure of the beneficiary of a Letter of Credit to comply duly with
     conditions required in order to draw upon such Letter of Credit; (iv)
     errors, omissions, interruptions or delays in transmission or delivery of
     any messages, by mail, cable, telegraph, telex or otherwise, whether or
     not they be in cipher; (v) errors in interpretation of technical terms;
     (vi) any loss or delay in the transmission or otherwise of any document
     required in order to make a drawing under any Letter of Credit or of the
     proceeds thereof; (vii) the misapplication by the beneficiary of a Letter
     of Credit of the proceeds of any drawing under such Letter of Credit;
     (viii) any litigation, proceeding or charges with respect to such Letter
     of Credit; and (ix) any consequences arising from causes beyond the
     control of the Administrative Agent, the Issuing Banks or the
     Lenders.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(j)    Obligations
   Several.The obligations of each Issuing Bank and
   each Lender under this Section 2.4are several and not joint, and no
   Issuing Bank or Lender shall be responsible for the obligation to issue
   Letters of Credit or participation obligation hereunder, respectively, of
   any other Issuing Bank or Lender.





(k)    Transitional
   Provisions.All Letters of Credit outstanding on
   the Effective Date that were issued pursuant to the Original Credit
   Agreement shall continue to be Letters of Credit from and after the
   Effective Date and shall remain subject to the terms and conditions
   applicable to all Letters of Credit hereunder.





Section 2.5    Swing
   Loans.(a)   
    Availability.Subject to the terms and conditions set forth
   herein, the Swing Loan Bank may, in its sole discretion, make loans (the
   Swing Loans) to the Borrowers from time to time after the
   Effective Date and prior to the Revolving Credit Termination Date, up to an
   aggregate principal amount at any one time outstanding which shall not
   exceed an amount (Swing Loan Availability)








equal to the lesser
   of (i) $5,000,000 and (ii) the Swing Loan Banks Pro Rata Share of the
   Revolving Credit Availability at such time. The Swing Loan Bank shall have
   no duty to make or to continue to make Swing Loans. All Swing Loans shall be
   payable on demand with accrued interest thereon in accordance with
   Section 2.5(d)and shall otherwise be subject to all the terms and
   conditions applicable to Revolving Loans, except that (x) Swing Loans shall
   not have a minimum borrowing amount requirement, (y) Swing Loans may only be
   made as Base Rate Loans and (z) all interest on the Swing Loans made by the
   Swing Loan Bank shall be payable to the Swing Loan Bank solely for its own
   account.





(b)    Notice of
   Borrowing.When a Borrower desires to borrow
   under this Section 2.5, it shall deliver to the Administrative Agent
   an irrevocable Notice of Borrowing, signed by it, no later than 2:00 p.m. on
   the day of the proposed Borrowing of a Swing Loan. Such Notice of Borrowing
   shall specify (i) the date of the proposed Borrowing (which shall be a
   Business Day), (ii) the amount of the proposed Borrowing and (iii)
   instructions for the disbursement of the proceeds of the proposed Borrowing.
   In lieu of delivering such a Notice of Borrowing, the Borrower may give the
   Administrative Agent irrevocable telephonic notice of any proposed Borrowing
   by 3:00 p.m. on the day of the proposed Borrowing, and shall confirm such
   notice by delivery of the Notice of Borrowing by telecopy to the
   Administrative Agent promptly, but in no event later than 4:00 p.m. on the
   same day.





(c)    Making of Swing
   Loans.The Swing Loan Bank shall deposit the
   amount it intends to fund, if any, in respect of the Swing Loans requested
   by a Borrower with the Administrative Agent at its office in New York, New
   York not later than 3:00 p.m. (New York time) in immediately available funds
   on the date of the proposed Borrowing applicable thereto. The Swing Loan
   Bank shall not make any Swing Loan in the period commencing on the first
   Business Day after it receives written notice from any Lender that one or
   more of the conditions precedent contained in Section 5.2is not on
   such date satisfied, and ending when such conditions are satisfied; however,
   the Swing Loan Bank shall not otherwise be required to determine that, or
   take notice whether, the conditions precedent set forth in Section 5.2hereof have been satisfied in connection with the making of any Swing
   Loan. Subject to the preceding sentence, the Administrative Agent shall make
   the proceeds of each funding of a Swing Loan available to the applicable
   Borrower at the Administrative Agents office in New York, New York on
   the date of the proposed Borrowing and shall disburse such proceeds to the
   applicable Disbursement Account.





(d)    Repayment of
   Swing Loans.The Borrower shall repay the
   outstanding Swing Loans owing to the Swing Loan Bank (i) upon demand by the
   Swing Loan Bank and (ii), in any event, on the Revolving Credit Termination
   Date. In the event that a Borrower fails to repay any Swing Loans, together
   with interest thereon, as set forth in the first sentence of this paragraph,
   then, upon the request of the Swing Loan Bank (x) the Administrative Agent
   may withdraw available funds on deposit in the Concentration





Account pursuant to
   Section 3.2(b)(iii)sufficient to repay such Swing Loan, together
   with interest thereon or (y) each Revolving Credit Lender shall make
   Revolving Loans to such Borrower (irrespective of the satisfaction of the
   conditions in Section 5.2or the requirement to deliver a Notice of
   Borrowing in Section 2.5(b),which conditions and requirement such
   Lenders irrevocably waive) in an amount equal to such Lenders Pro Rata
   Share of the aggregate amount of the Swing Loans then outstanding (net of
   that portion of such Swing Loan, if any, owing to such Lender in its
   capacity as a Swing Loan Bank) after giving effect to any prepayments and
   repayments made by such Borrower, and such Borrower hereby authorizes the
   Administrative Agent to apply the proceeds of such Revolving Loans to the
   repayment of such Swing Loans. To the extent the Administrative Agent
   receives any amounts in prepayment or repayment of outstanding Revolving
   Loans prior to such request, the Administrative Agent shall apply such
   amounts when received to the repayment of the Swing Loans then
   outstanding.





(e)    Use of Proceeds
   of Swing Loans.The proceeds of the Swing Loans
   may be used for working capital in the ordinary course of the Companys
   and its Subsidiaries business and for lawful corporate purposes of the
   Company and its Subsidiaries not prohibited hereunder.





Section 2.6   
    Promise to Repay; Evidence of Indebtedness.(a)    Promise to Repay.Each of
   the Borrowers hereby agrees to pay when due the principal amount of each
   Loan which is made to it, and further agrees to pay all unpaid interest
   accrued thereon, in accordance with the terms hereof and of the Notes. Each
   of the Initial Term Loans is evidenced by an Initial Term Loan Note,
   substantially in the form of Exhibit H-1, each of the Revolving Loans
   is evidenced by a Revolving Credit Note, substantially in the form of
   Exhibit I,and each of the Swing Loans is evidenced by a Swing Loan
   Note, substantially in the form of Exhibit J, all of which were
   executed and delivered by each of the Borrowers, as applicable, on or before
   the Effective Date. The Additional Term Loan Borrower shall execute and
   deliver to each Additional Term Loan Lender as applicable on the Effective
   Date Additional Term Loan Notes substantially in the form of Exhibit H-2evidencing the Additional Term Loans. In each case thereafter the
   Borrowers shall execute and deliver such other promissory notes as are
   necessary to evidence the Loans owing to the Lenders after giving effect to
   any assignment thereof pursuant to Section 13.1, all in form and
   substance acceptable to the Administrative Agent and the parties to such
   assignment (all such promissory notes and all amendments thereto,
   replacements thereof and substitutions therefor being collectively referred
   to as the Notes; and Note means any
   one of the Notes).





(b)    Loan Account.Each Lender shall maintain in accordance with
   its usual practice an account or accounts (a Loan Account
   ) evidencing the Indebtedness of the Borrowers to such Lender
   resulting from each Loan owing to such Lender from time to time, including
   the amount of principal and interest payable and paid to such Lender from
   time to time hereunder and under each of the Notes.








Section 2.7   
    Authorized Officers and Agents.On the
   Effective Date and from time to time after each such date, each of the
   Borrowers shall deliver to the Administrative Agent an Officers
   Certificate setting forth the names of the officers, employees and agents
   authorized to request Revolving Loans and Letters of Credit and to request a
   certificate containing a specimen signature of each such officer, employee
   or agent. The officers, employees and agents so authorized shall also be
   authorized to act for such Borrower in respect of all other matters relating
   to the Loan Documents. The Administrative Agent shall be entitled to rely
   conclusively on such officers or employees authority to request
   such Loan or Letter of Credit until the Administrative Agent receives
   written notice to the contrary. The Administrative Agent shall have no duty
   to verify the authenticity of the signature appearing on any written Notice
   of Borrowing or any other document, and, with respect to an oral request for
   such a Loan or Letter of Credit, the Administrative Agent shall have no duty
   to verify the identity of any person representing himself or herself as one
   of the officers, employees or agents authorized to make such request or
   otherwise to act on behalf of the Borrowers. None of the Administrative
   Agent, any Lender or any Issuing Bank shall incur any liability to any
   Borrower or any other Person in acting upon any telephonic notice referred
   to above which the Administrative Agent, such Lender or such Issuing Bank
   reasonably believes to have been given by a duly authorized officer or other
   person authorized to borrow on behalf of such Borrower.





ARTICLE
   III


Payments and
   Prepayments





Section 3.1   
    Prepayments; Reductions in Revolving Credit Commitments.(a)    Voluntary
   Prepayments/Reductions.(i)   
    Term Loans.Upon at least two (2)
   Business Days notice to the Administrative Agent, the Borrowers may
   prepay any Base Rate Loan which is a Term Loan, in whole or in part.
   Eurodollar Rate Loans may be prepaid (A) in whole or in part on the
   expiration date of the then applicable Eurodollar Interest Period and (B) on
   any other Business Day upon at least three (3) Business Days prior
   written notice to the Administrative Agent and only upon payment of the
   amounts described in Section 4.2(f). Unless the aggregate outstanding
   principal balance of the Term Loans is to be prepaid in full, voluntary
   prepayments of Loans shall be in an aggregate minimum amount of $5,000,000
   and integral multiples of $1,000,000 in excess of that amount. Each
   voluntary prepayment of Term Loans shall be applied to the pro rata
   repayment of the Initial Term Loans and the Additional Term Loans, in each
   case pro rata to all unpaid installments thereof due to each Term Loan
   Lender based on such Term Loan Lenders Pro Rata Share of the Initial
   Term Loans or the Additional Term Loans, as the case may be. Any notice of
   prepayment given to the Administrative Agent under this Section 3.1(a)(i)shall specify, in accordance with the terms hereof, the date (which
   shall be a Business Day) of prepayment, the aggregate principal amount of
   the prepayment and (subject to the preceding sentence) any allocation of
   such amount among Base Rate Loans and Eurodollar Rate Loans. When notice of
   prepayment is


delivered as
   provided herein, the principal amount of the Term Loans specified in the
   notice shall become due and payable on the prepayment date specified in such
   notice.





| | (ii)    Revolving and
     Swing Loans.The Borrowers may from time to
     time prepay Revolving Loans and Swing Loans, in whole in or part, and
     subject to Section 5.2, amounts so prepaid may be reborrowed. Repayment of
     Revolving Loans shall be in an aggregate minimum amount of $5,000,000 and
     integral multiples of $1,000,000 in excess of that amount.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    Revolving
     Credit Commitments.The Borrowers, upon at
     least three (3) Business Days prior written notice to the
     Administrative Agent, shall have the right, from time to time, to
     terminate in whole or permanently reduce in part the Revolving Credit
     Commitments, provided that the Borrowers shall have made whatever payment
     may be required to reduce the Revolving Credit Obligations to an amount
     less than or equal to the Maximum Amount of Revolving Credit Obligations
     as reduced or terminated. Any partial reduction of the Revolving Credit
     Commitments shall be in an aggregate minimum amount of $5,000,000 and
     integral multiples of $1,000,000 in excess of that amount, and shall
     reduce the Revolving Credit Commitment of each Revolving Credit Lender
     proportionately in accordance with its Pro Rata Share thereof. Any notice
     of termination or reduction given to the Administrative Agent under this
     Section 3.1(a)(iii)shall specify the date (which shall be a
     Business Day) of such termination or reduction and, with respect to a
     partial reduction, the aggregate principal amount thereof. When notice of
     termination or reduction is delivered as provided herein, the principal
     amount of the Revolving Loans specified in the notice shall become due and
     payable on the date specified in such notice.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    The prepayments
     and payments in respect of reductions and terminations described in
     clauses (i), (ii) and (iii)of this Section 3.1(a)may be
     made without premium or penalty (except as provided in Section
     4.2(f)).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)    Mandatory
   Prepayments of Loans.(i)   
    Promptly after a Loan Party receives any Net Cash Proceeds, such Loan
   Party shall make or cause to be made a mandatory prepayment of the Loans in
   an amount equal to one hundred percent (100%) of such Net Cash Proceeds,
   except that for purposes of this clause (i),such Loan Party shall
   not be required to make or cause to be made a mandatory prepayment of more
   than fifty percent (50%) of Net Cash Proceeds described in clause
   (iii)(A)of the definition thereof.





| | (ii)    As soon as
     practicable, and in any event within 90 days after the end of each Cash
     Flow Period, (A) the Company shall calculate the Excess Cash Flow for such
     Cash Flow Period and (B) the Borrowers shall make a mandatory prepayment
     of the Loans equal to (x) seventy-five percent (75%) of such Excess Cash
     Flow if the Leverage Ratio of the Company and its Subsidiaries on the
     last
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | day of such Cash
     Flow Period is greater than or equal to 2.5 or 1 or (y) fifty percent
     (50%) of such Excess Cash Flow if the Leverage Ratio of the Company and
     its Subbidiaries is less than 2.5 to 1.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    Nothing in this
     Section 3.1(b)shall be construed to constitute the Lenders
     consent to any transaction referred to in clause (i)above which is
     not expressly permitted by Article IX.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    Each mandatory
     prepayment required by clauses (i) and (ii)of this Section
     3.1(b)shall be referred to herein as a Designated
     Prepayment. Designated Prepayments shall be allocated and
     applied, first,to the pro rata repayment of the Initial Term Loans
     and the Additional Term Loans of the Borrower making such Designated
     Prepayment in each case pro rata to each remaining installment thereof;
     second, to the pro rata repayment of the Initial Term Loans and the
     Additional Term Loans of the other Borrowers in each case pro rata to each
     remaining installment thereof; third, to the repayment of the
     Revolving Loans; fourth, to any remaining non-contingent Revolving
     Credit Obligations; and then, to the extent any such Obligations
     are contingent, the remaining balance of Designated Prepayments shall be
     deposited with the Administrative Agent as Cash Collateral in respect of
     such contingent Obligations. Notwithstanding the order of application set
     forth in the previous sentence, any Designated Prepayment resulting from
     the receipt of Net Cash Proceeds arising from a sale of assets of the
     Company or any Restricted Subsidiary pursuant to Section 9.2(b)shall be applied to the repayment of the Revolving Loans (or to the
     extent no Revolving Loans are outstanding, that portion of such Designated
     Prepayment shall be held by the Administrative Agent as Cash Collateral)
     and simultaneously with the receipt of such Designated Prepayment, an
     Availability Reserve shall be established in the amount of such Designated
     Prepayment applied to the Revolving Loans. If within 90 days of the Company
     s or such Restricted Subsidiarys receipt of the applicable Net
     Cash Proceeds, such proceeds are applied to the purchase of replacement
     assets in a manner that is not prohibited by Section 10.6, then
     such Availability Reserve shall be abated (or such Cash Collateral
     released) in an amount equal to cash expenditures made in connection with
     the purchase of such replacement assets (with such Cash Collateral or new
     Revolving Loans). If no such purchase of replacement assets is made within
     the applicable period or such purchase is less than the full amount of
     such Designated Prepayment, then on the last day of the applicable period
     (i) the Availability Reserve applicable to such Designated Prepayment
     shall be abated and (ii) such Borrower shall be deemed to have borrowed
     Revolving Loans in the amount of such Availability Reserve and the
     proceeds of such Revolving Loans, together with any amounts deposited as
     Cash Collateral pursuant to this section, shall be applied in the order
     set forth above in the second sentence of this Section
     3.1(b)(iv).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | (v)    On the date any
     Designated Prepayment is received by the Administrative Agent pursuant to
     clause (i) or (ii) above, such prepayment shall be applied first to Base
     Rate Loans and then to any Eurodollar Rate Loans with those Eurodollar
     Rate Loans which have earlier expiring Eurodollar Interest Periods being
     repaid prior to those which have later expiring Eurodollar Interest
     Periods.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(c)    Mandatory
   Prepayments of Revolving Credit Obligations.In
   the event the Revolving Credit Obligations at any time are greater than the
   Maximum Amount of Revolving Credit Obligations, the Borrowers shall
   immediately make a mandatory payment of the Revolving Credit Obligations in
   an amount equal to the amount of such excess, which payment shall be applied
   to the Revolving Credit Obligations in accordance with Section 3.2.
   In the event the Maximum Amount of Revolving Credit Obligations, at any time
   are less than the amount of the contingent Letter of Credit Obligations at
   such time, the Borrowers shall immediately deposit Cash Collateral with the
   Administrative Agent in an amount equal to such excess.





(d)    Mandatory
   Reductions in Revolving Credit Commitments.The
   Revolving Credit Commitments shall be permanently reduced by the amount of
   any Designated Prepayment required to be applied in respect of Revolving
   Credit Obligations pursuant to Section 3.1(b)(iv)(except any such
   Designated Prepayment applied pursuant to the third sentence of such
   section).





Section 3.2   
    Payments.(a)   
    Manner and Time of Payment.(i)  
     All payments of principal of and interest on the Loans,
   Reimbursement Obligations and other Obligations (including fees and
   expenses) which are payable to the Administrative Agent, the Lenders or any
   Issuing Bank shall be made without condition or reservation of right, in
   immediately available funds, delivered to the Administrative Agent (or, in
   the case of Reimbursement Obligations, to the pertinent Issuing Bank) not
   later than 1:00 p.m. (New York time) on the date and at the place due, for
   deposit to the Administrative Agents Account (or such account of the
   Issuing Bank, as the Issuing Bank may designate). Payments shall be
   distributed by the Administrative Agent (A) on the date received, if
   received by the Administrative Agent prior to 1:00 p.m. (New York time) and
   (B) except in the case of repayment of Swing Loans, on the next succeeding
   Business Day, if received by the Administrative Agent after 1:00 p.m. (New
   York time) as follows: payments in respect of Swing Loans received by
   Administrative Agent shall be distributed to the Swing Loan Bank; payments
   in respect of Revolving Loans received by the Administrative Agent shall be
   distributed to each Revolving Credit Lender in accordance with its Pro Rata
   Share thereof; payments in respect of installments of the Initial Term Loans
   or the Additional Term Loans received by the Administrative Agent, shall be
   distributed to each Term Loan Lender in accordance with such Lenders
   applicable Pro Rata Share and all payments of fees and all other payments in
   respect of any other Obligations shall be allocated among such of the
   Lenders and Issuing Banks as are entitled thereto, and, if to Lenders, in
   proportion to their respective Pro Rata Shares or








if not applicable
   specifically to Term Loans or Revolving Loans, in proportion to their
   respective Aggregate Pro Rata Shares.





| | (ii)    So long as no
     Event of Default has occurred and is continuing, to the extent funds on
     deposit in the Concentration Account are available as of 1:00 p.m. (New
     York time) on any Business Day, after giving effect to any withdrawals
     made pursuant to Section 3.2(b)(iii), such funds shall be
     transferred by the Administrative Agent to the Disbursement Account.
     Subject to Section 3.5(b), after the occurrence and during the
     continuance of an Event of Default, (A) so long no Blockage Notice remains
     in effect the Administrative Agent may, at its option, or shall, at the
     direction of the Requisite Lenders, apply funds on deposit in the
     Concentration Account to the Obligations in the order set forth in
     Section 3.2(b)(i)with any remaining funds being transferred to the
     Disbursement Account and (B) from and after the delivery of a Blockage
     Notice to the Company and so long as such Blockage Notice remains in
     effect, funds on deposit in the Concentration Account shall be applied by
     the Administrative Agent to the Obligations in accordance with the order
     of applications set forth in Section 3.2(b)(ii).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)    Apportionment of
   Payments.(i)    Subject to
   the provisions of Section 3.2(b)(ii)and Section 3.2(b)(v)and
   except as otherwise provided in Section 3.1,all payments and any
   other amounts received by the Administrative Agent from or for the benefit
   of the Borrowers shall be applied first, to pay principal of and
   interest on any portion of the Loans which the Administrative Agent may have
   advanced pursuant to the express provisions of this Agreement on behalf of
   any Lender other than the Lender then acting as Administrative Agent, for
   which the Administrative Agent has not then been reimbursed by such Lender
   or the Borrowers, second, to pay principal of and interest on any
   Protective Advance for which the Administrative Agent has not then been paid
   by the Borrower or reimbursed by the Lenders, third, to pay the
   outstanding amount of any Swing Loans outstanding and fourth, subject
   to the following sentence, as the Borrowers so designates. Except as set
   forth in Section 3.1(a), Section 3.1(b)and Section 3.1(c),
   all principal payments in respect of Loans shall be applied first, to
   scheduled repayments of the Term Loans on the due date thereof,
   second, to prepayments of the Term Loans made pursuant to Section
   3.1(a)(i), third, to Non Pro Rata Loans, fourth, to Swing Loans
   and fifth, to Revolving Loans, in each case, first, to repay
   outstanding Base Rate Loans and thento repay outstanding Eurodollar
   Rate Loans with those Eurodollar Rate Loans which have earlier expiring
   Eurodollar Interest Periods being repaid prior to those which have later
   expiring Eurodollar Interest Periods.





| | (ii)    After the
     occurrence and during the continuance of an Event of Default, the
     Administrative Agent may, and shall upon either (x) the written direction
     of the Requisite Lenders or (y) the acceleration of the Obligations
     pursuant to Section 11.2(a), apply all payments 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 Revolving Loans
     which the Administrative Agent may have advanced on behalf of any Lender
     for which the Administrative Agent has not then been reimbursed by such
     Lender or the Borrower;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (B)    second, to
     pay interest on and then principal of first any outstanding Protective
     Advance and then any Swing Loan;
| | -----------------------------------------------------------------------------------------------------------------------------------




| | (C)    third, to
     pay Obligations in respect of any expense reimbursements, indemnities and
     other similar amounts then due to the Administrative Agent, including any
     amounts in respect of cash management services provided to the Company and
     its Subsidiaries by the Administrative Agent in connection with this
     Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (D)    fourth, to
     pay Obligations in respect of any expense reimbursements or indemnities
     then due to the Lenders and the Issuing Banks, including any amounts in
     respect of cash management services provided to the Company and its
     Subsidiaries by the Lenders;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (E)    fifth, to
     pay Obligations in respect of any fees then due to the Agents, the Lenders
     and the Issuing Banks;
| | ----------------------------------------------------------------------------------------------------------------------------




| | (F)    sixth, to
     pay interest due in respect of the Loans and Reimbursement
     Obligations;
| | --------------------------------------------------------------------------------------------------




| | (G)    seventh,
     to pay or prepay (or, to the extent such Obligations are contingent,
     provide Cash Collateral pursuant to Section 12.2(b)in respect of),
     pro rata based on the respective amounts thereof, principal outstanding on
     Loans and all outstanding Letter of Credit Obligations and amounts owing
     with respect to Interest Rate Contracts and foreign exchange contracts to
     which a Lender is a party; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (H)    eighth, to
     the ratable payment of all other Obligations
| | -------------------------------------------------------------------




; provided,
   however, that if sufficient funds are not available to fund all payments
   to be made in respect of any of the Obligations described in any of the
   foregoing clauses (A) through (H), the available funds being applied with
   respect to any such Obligation (unless otherwise specified in such clause)
   shall be allocated to the payment of such Obligations ratably, based on the
   proportion of each Agents and each Lenders or Issuing Bank
   s interest in the aggregate outstanding Obligations described in such
   clauses. The order of priority set forth in this Section 3.2(b)(ii)and the related provisions hereof are set forth solely to determine the
   rights and priorities of the Agents, the Lenders, the Issuing Banks and
   other Holders as among themselves. The order of priority set forth in
   clauses (D)through (H)of this Section 3.2(b)(ii)may
   at any time and from time to time be changed by the agreement of the
   Requisite Lenders without necessity of notice to or consent of
   or








approval by the
   Borrowers, any Holder which is not a Lender or Issuing Bank, or any other
   Person. The order of priority set forth in clauses (A)through (E)of this Section 3.2(b)(ii)may be changed only with the prior
   written consent of the Administrative Agent.





| | (iii)    All payments of
     principal on the Swing Loans, Protective Advances, Reimbursement
     Obligations, interest, fees and other sums due and payable in respect of
     the Revolving Loans may, at the option of the Administrative Agent, be
     paid (x) from amounts on deposit in the Concentration Account from time to
     time or (y) from the proceeds of the Revolving Loans. The Borrowers hereby
     authorize the Administrative Agent to make such withdrawals from the
     Concentration Account and the Swing Loan Bank to make pursuant to
     Section 2.5(a)and the Revolving Credit Lenders to make pursuant to
     Section 2.2(a), from time to time in such Swing Loan Banks,
     or such Lenders discretion, Swing Loans or Revolving Loans, as
     applicable, which are in the amounts of any and all principal payable with
     respect to the Swing Loans, Protective Advances and interest, fees and
     other sums payable in respect of the Swing Loans, Protective Advances and
     Revolving Loans, and further authorizes the Administrative Agent to give
     the Revolving Credit Lenders notice of any Borrowing with respect to such
     Swing Loans and Revolving Loans and to distribute the proceeds of such
     Swing Loans and Revolving Loans to pay such amounts. The Borrowers agree
     that all such Swing Loans and Revolving Loans so made shall be deemed to
     have been requested by it and directs that all proceeds thereof shall be
     used to pay such amounts.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    The
     Administrative Agent shall promptly distribute to each Lender and Issuing
     Bank at its primary address set forth on the appropriate signature page
     hereof or the signature page to the Assignment and Acceptance by which it
     became a Lender or Issuing Bank, or at such other address as a Lender, an
     Issuing Bank or other Holder may request in writing, such funds as such
     Person may be entitled to receive as more particularly set forth in
     Section 3.1and Section 3.2; provided, however, that,
     as between the Holders and the Administrative Agent, the Administrative
     Agent shall under no circumstances be bound to inquire into or determine
     the validity, scope or priority of any interest or entitlement of any
     Holder and may suspend all payments or seek appropriate relief (including
     instructions from the Requisite Lenders or an action in the nature of
     interpleader) in the event of any doubt or dispute as to any apportionment
     or distribution contemplated hereby.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)    If any Revolving
     Credit Lender fails to fund its Pro Rata Share of any Revolving Loan
     Borrowing requested by the Borrower which such Lender is obligated to fund
     under the terms hereof (the funded portion of such Revolving Loan
     Borrowing being hereinafter referred to as a Non Pro Rata Loan
     ), excluding any such Lender who has delivered to the Administrative
     Agent written
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | notice that one or
     more of the conditions precedent contained in Section 5.2shall not
     on the date of such request be satisfied and until such conditions are
     satisfied, thenuntil the earlier of such Lenders cure of
     such failure and the termination of the Revolving Credit Commitments, the
     proceeds of all amounts thereafter repaid to the Administrative Agent by
     the Borrowers and otherwise required to be applied to such Lenders
     share of all other Obligations pursuant to the terms hereof shall be
     advanced to the Borrowers by the Administrative Agent on behalf of such
     Lender to cure, in full or in part, such failure by such Lender, but shall
     nevertheless be deemed to have been paid to such Lender in satisfaction of
     such other Obligations. Notwithstanding anything contained herein to the
     contrary:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (A)    the foregoing
     provisions of this Section 3.2(b)(v)shall apply only with respect
     to the proceeds of payments of Obligations;
| | --------------------------------------------------------------------------------------------------------------------------------------------




| | (B)    a Revolving
     Credit Lender shall be deemed to have cured its failure to fund its Pro
     Rata Share of any Revolving Loan at such time as an amount equal to such
     Lenders original Pro Rata Share of the requested principal portion
     of such Revolving Loan is fully funded to the applicable Borrower, whether
     made by such Lender itself or by operation of the terms of this Section
     3.2(b)(v), and whether or not the Non Pro Rata Loan with respect
     thereto has been repaid;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (C)    amounts advanced
     to the Borrowers to cure, in full or in part, any such Lenders
     failure to fund its Pro Rata Share of any Revolving Loan Borrowing (
     Cure Loans) shall bear interest at the rate applicable
     to the other Revolving Loans comprising such Borrowing and shall be
     treated as Revolving Loans comprising such Borrowing for all purposes
     herein;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (D)    regardless of
     whether or not an Event of Default has occurred or is continuing, and
     notwithstanding the instructions of a Borrower as to its desired
     application, all repayments of principal which, in accordance with the
     other terms of this Section 3.2, would be applied to the
     outstanding Revolving Loans shall be applied first, ratably to all
     Revolving Loans constituting Non Pro Rata Loans, second, ratably to
     Revolving Loans other than those constituting Non Pro Rata Loans or Cure
     Loans and, third, ratably to Revolving Loans constituting Cure Loans;
     and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (E)    No Lender shall
     be relieved of any obligation such Lender may have to the Borrowers under
     the terms of this Agreement as a result of the provisions of this
     Section 3.2(b)(v).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







(c)    Payments on
   Non-Business Days.Whenever any payment to be
   made by the Borrowers hereunder or under the Notes is stated to be due on a
   day which is not a Business Day, the payment shall instead be due on the
   next succeeding Business Day (or, as set forth in Section
   4.2(b)(iii), the next preceding Business Day), and any such extension of
   time shall be included in the computation of the payment of interest and
   fees hereunder.





Section 3.3    Taxes.(a)    Payments Free
   and Clear of Taxes.All payments made by the
   Borrowers under this Agreement and the Notes shall be made free and clear
   of, and without deduction or withholding for or on account of, any present
   or future income, stamp or other taxes, levies, imposts, duties, charges,
   fees, deductions or withholdings, now or hereafter imposed, levied,
   collected, withheld or assessed by any Governmental Authority, excluding net
   income taxes and franchise taxes (imposed in lieu of net income taxes)
   imposed on the Administrative Agent or any Lender as a result of a present
   or former connection between the Administrative Agent or such Lender and the
   jurisdiction of the Governmental Authority imposing such tax or any
   political subdivision or taxing authority thereof or therein (other than any
   such connection arising solely from the Administrative Agent or such Lender
   having executed, delivered or performed its obligations or received a
   payment under, or enforced, this Agreement or the Notes). If any such
   non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
   withholdings (Non-Excluded Taxes) are required to be
   withheld from any amounts payable to the Administrative Agent or any Lender
   hereunder or under the Notes, the amounts so payable to the Administrative
   Agent or such Lender shall be increased to the extent necessary to yield to
   the Administrative Agent or such Lender (after payment of all Non-Excluded
   Taxes) interest or any such other amounts payable hereunder at the rates or
   in the amounts specified in this Agreement and the Notes; provided,
   however,that the Borrowers shall not be required to increase any such
   amounts payable to any Lender that is not organized under the laws of the
   United States of America or a state thereof if such Lender fails to comply
   with the requirements of paragraph (b) of this Section. Whenever any
   Non-Excluded Taxes are payable by any Borrower, as promptly as possible
   thereafter, such Borrower shall send to the Administrative Agent for its own
   account or for the account of such Lender, as the case may be, a certified
   copy of an original official receipt received by such Borrower showing
   payment thereof. If any Borrower fails to pay any Non-Excluded Taxes when
   due to the appropriate taxing authority or fails to remit to the
   Administrative Agent the required receipts or other required documentary
   evidence, such Borrower shall indemnify the Administrative Agent and the
   Lenders for any incremental taxes, interest or penalties that may become
   payable by the Administrative Agent or any Lender as a result of any such
   failure. The covenants in this Section shall survive the termination of this
   Agreement and the payment of the Notes and payment of the Obligations
   hereunder.





(b)    Internal Revenue
   Service Forms and Certifications.Each Lender
   that is not incorporated under the laws of the United States of America or a
   state thereof:








| | (i)    shall deliver to
     the Company and the Administrative Agent either (A) (x) two duly completed
     copies of United States Internal Revenue Service Form 1001 or 4224, or
     successor applicable form, as the case may be and (y) an Internal Revenue
     Service Form W-8 or W-9, or successor applicable form, as the case may be
     or (B) (x) a certificate representing that such Lender is not a
     bank acquiring the Note in connection with an
     extension of credit made pursuant to a loan agreement (within
     the meaning of Section 881(c)(3)(A) of the Internal Revenue Code), is not
     a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
     the Internal Revenue Code) of the Company, and is not a controlled foreign
     corporation related to the Company (within the meaning of Section
     864(d)(4) of the Internal Revenue Code) and (y) an Internal Revenue
     Service Form W-8 or successor applicable form;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    shall deliver to
     the Company and the Administrative Agent two further copies of any such
     form or certification after the occurrence of any event requiring a change
     to the information contained in the most recent form previously delivered
     by it to the Company; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    shall obtain
     such extensions of time for filing and complete such forms or
     certifications as may reasonably be requested by any Borrower or the
     Administrative Agent;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




unless in any such
   case an event (including any change in treaty, law or regulation) has
   occurred after the date such Lender first becomes a Lender and 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 with respect to it and such Lender
   so advises the Borrower and the Administrative Agent. Such Lender shall
   certify (i) in the case of a Form 1001 or 4224 provided on or before the
   date it becomes a Lender, that it is entitled to receive payments under this
   Agreement without deduction or withholding of any United States federal
   income taxes, (ii) in the case of the certificate and Internal Revenue
   Service Form W-8 referred to in Section 3.3(b)(i),that it is
   entitled to receive payments of interest under this Agreement without
   deduction or withholding of any United States federal income taxes and (iii)
   in the case of a Form W-8 or W-9, that it is entitled to an exemption from
   United States backup withholding tax. Each Person that shall become a Lender
   or a participant pursuant to Section
 
 13.1(h)shall, upon the effectiveness of the related transfer, be required
   to provide all the forms and statements required pursuant to this Section;
   provided, however, that, in the case of a participant, such
   participant shall furnish all such required forms and statements to the
   Lender from which the related participation shall have been
   purchased.





(c)    Indemnification.Each Borrower shall indemnify each Lender, each
   Issuing Bank, and the Administrative Agent against, and reimburse each on
   demand for, the full amount of all Non-Excluded Taxes (including any such
   Non-Excluded Taxes








imposed by any
   Governmental Authority on amounts payable under this Section 3.3and
   any additional income or franchise taxes resulting therefrom) incurred or
   paid by such Lender, such Issuing Bank, or the Administrative Agent (as the
   case may be) or any of their respective Affiliates and any liability
   (including penalties, interest, and out-of-pocket expenses paid to third
   parties but excluding any penalties paid to a taxing Governmental Authority
   for late payment of Non-Excluded Taxes, which penalty resulted solely from
   the action or inaction of such Person seeking indemnification under this
   Section 3.3) arising therefrom or with respect thereto, whether or
   not such Non-Excluded Taxes were lawfully payable. A certificate as to any
   additional amount payable to any Person under this Section 3.3submitted by it to the Borrowers shall, absent manifest error, be final,
   conclusive and binding upon all parties hereto. Each Lender and each Issuing
   Bank agrees, within a reasonable time after receiving a written request from
   a Borrower, to provide such Borrower and the Administrative Agent with such
   certificates as are reasonably required, and take such other actions as are
   reasonably necessary to claim such exemptions as such Lender or such Issuing
   Bank may be entitled to claim in respect of all or a portion of any
   Non-Excluded Taxes which are otherwise required to be paid or deducted or
   withheld pursuant to this Section 3.3 in respect of any payments
   hereunder or under the Notes. Notwithstanding anything to the contrary
   contained in the preceding portion of this Section 3.3(c), a Borrower
   shall have no indemnification obligation under this Section 3.3(c)for any Non-Excluded Taxes with respect to which the Borrowers are not
   required to pay additional amounts under Section 3.3(a)because
   Lender has failed to comply with the requirements of Section
   3.3(b).





(d)    Receipts.If requested by the Administrative Agent, in its sole
   discretion, within ten (10) days after such request, each Borrower shall
   furnish to the Administrative Agent, at its address referred to in
   Section 13.8, the original or a certified copy of a receipt or other
   documentation reasonably satisfactory to the Administrative Agent,
   evidencing payment of any Non-Excluded Taxes by such Borrower or any of its
   Subsidiaries.





Section 3.4   
    Increased Capital.If any Lender or
   Issuing Bank determines that (i) the adoption or implementation after the
   date hereof of or any change after the date hereof in or in the
   interpretation or administration of any law or regulation or any guideline
   or request from any central bank or other Governmental Authority or
   quasi-governmental authority exercising jurisdiction, power or control over
   any Lender, Issuing Bank or banks or financial institutions generally
   (whether or not having the force of law), compliance with which affects or
   would affect the amount of capital required or expected to be maintained by
   such Lender or Issuing Bank or any corporation controlling such Lender or
   Issuing Bank and (ii) the amount of such capital is increased by or based
   upon (A) the making or maintenance by any Lender of its Loans, any Lender
   s participation in or obligation to participate in the Loans, Letters
   of Credit or other advances made hereunder or the existence of any Lender
   s obligation to make Loans or (B) the issuance or maintenance by any
   Issuing Bank of, or the existence of any Issuing








Banks
   obligation to issue, Letters of Credit, then, in any such case, upon written
   demand by such Lender or Issuing Bank (with a copy of such demand to the
   Administrative Agent), the Borrowers shall immediately pay to the
   Administrative Agent for the account of such Lender or Issuing Bank, from
   time to time as specified by such Lender or Issuing Bank, additional amounts
   sufficient to compensate such Lender or Issuing Bank or such corporation
   therefor. Such demand shall be accompanied by a statement as to the amount
   of such compensation and include a summary of the basis for such demand with
   detailed calculations. Such statement shall be conclusive and binding for
   all purposes, absent manifest error.





Section 3.5    Cash
   Management.(a)    On or
   prior to the Effective Date, the Borrowers established Lockboxes and Blocked
   Accounts, each of which is listed on Schedule 6.01-BB. Each of the
   Loan Parties shall have irrevocably directed all account debtors of the Loan
   Parties (other than the United States Government under certain Government
   Contracts in connection with which the United States Government is
   prohibited from so doing by any Requirement of Law), to remit all payments
   in respect of the Receivables or other Collateral directly to a Lockbox or a
   Blocked Account; provided, however, that to the extent that the
   account debtors of the Loan Parties remit such monies, checks, notes, drafts
   or funds directly to such Loan Parties, the Borrowers hereby agree, and
   agree to cause the other Loan Parties, to deposit all such collections
   Receivables into a Blocked Account promptly upon such Loan Parties
   receipt thereof. Payments received at each Lockbox shall automatically be
   deposited into a Blocked Account or be deposited into a Blocked Account by a
   representative of the Blocked Account Bank at which the applicable Blocked
   Account has been established. Only the Administrative Agent and the
   applicable Blocked Account Bank, if any, shall have power of withdrawal from
   each Lockbox and the related Blocked Account and the Borrowers acknowledge
   that neither they nor the other Loan Parties shall have any right to give
   any instruction to the Blocked Account Bank in respect of any such Lockbox
   or Blocked Account. Each of the Borrowers agrees to cause all collections of
   Receivables, all proceeds of Collateral and all Net Cash Proceeds now or
   hereafter received directly or indirectly by such Loan Party or in the
   possession of the Loan Parties to be held in trust for the Administrative
   Agent for the benefit of the Lenders and, promptly upon receipt thereof, to
   be deposited into a Blocked Account. All funds in the Blocked Accounts shall
   be automatically transferred into the Concentration Account pursuant to the
   Blocked Account Agreements.





(b)    At any time after
   an Event of Default has occurred and is continuing, the Administrative Agent
   may, or at the request of the Requisite Lenders, shall, deliver a written
   notice (a Blockage Notice) to the Company to the effect
   that the Administrative Agent shall cease to transfer to the Disbursement
   Account any funds on deposit in the Concentration Account and shall cease to
   honor any and all requests from the Loan Parties to make any withdrawals
   therefrom or to take any other action with respect thereto. So long as any
   Blockage Notice is in effect pursuant to this clause (b), the
   Administrative Agent shall apply any and all amounts received from the
   Blocked


Account Banks or
   held in the Concentration Account to the repayment of the Obligations, such
   amounts to be applied in accordance with the provisions of Section
   3.2(b)(ii). Notwithstanding the foregoing, so long as any Event of
   Default has occurred and is continuing and the Administrative Agent has
   delivered a Blockage Notice pursuant to this clause (b), funds held
   in the Concentration Account may be transferred by the Administrative Agent
   to the Disbursement Account (and, subject to the terms hereof, used by the
   Loan Parties) at the request of the Company only if such transfer is
   consented to in writing by the Requisite Lenders and, following the
   acceleration of any of the Obligations pursuant to Section 11.2(a),
   no such withdrawal or transfer may be made without the prior written consent
   of each Lender. The Administrative Agent shall revoke any Blockage Notice at
   the direction of the Requisite Lenders, prior to the acceleration of any of
   the Obligations pursuant to Section 11.2(a)or in connection with a
   rescission of acceleration pursuant to Section 11.2(c), or by all the
   Lenders, at any other time after any such acceleration that has not been
   rescinded pursuant to Section 11.2(c).





Section 3.6    Right
   to Remove Affected Lender.In the event that
   a Borrower is required to pay any amounts with respect to a Lender (or its
   Affiliates, if applicable) pursuant to Section 3.3, Section 3.4or
   Section 4.1(f)or receives a notice from a Lender pursuant to
   Section 4.2(e)and such amounts, or similar amounts, have not been
   demanded by all the Lenders, such Borrower shall have the right to designate
   an Eligible Assignee which is not an Affiliate of such Borrower and which is
   reasonably acceptable to the Administrative Agent (and which would not
   require a Borrower to pay any such amounts or similar amounts) to purchase
   for cash, pursuant to an Assignment and Acceptance, the outstanding Loans
   and Reimbursement Obligations (if any) of such Lender and to assume all of
   such Lenders other rights and obligations (including in the case of a
   Revolving Credit Lender, such Lenders obligation to participate in all
   outstanding Letters of Credit pursuant toSection 2.4(e)) hereunder
   without recourse to or warranty by, or expense to, such Lender, for a
   purchase price equal to the principal amount of all of such Lenders
   outstanding Loans plus any accrued but unpaid interest thereon and the
   accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in
   respect of that Lenders Commitment hereunder and any other amounts
   that may be owing to such Lender hereunder, and each Lender agrees that, in
   such event, it will sell and assign all of the outstanding Loans and
   Reimbursement Obligations (if any) held by it to such Eligible Assignee upon
   payment of such purchase price.





ARTICLE
   IV


Interest and
   Fees





Section 4.1   
    Interest on the Loans and Other Obligations.(a)    Rate of Interest.  
     All Loans and the outstanding principal balance of all other
   Obligations shall bear interest on the unpaid principal amount thereof from
   the date such Loans are made and such other Obligations are due and payable
   until paid in full, except as otherwise provided in Section 4.1(d),
   as follows:








| | (i)    if a Base Rate
     Loan or such other Obligation, at a rate per annum equal to the sum of (A)
     the Base Rate as in effect from time to time as interest accrues,plus (B) the Applicable Margin;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    if a Eurodollar
     Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate
     determined for the applicable Eurodollar Interest Period, plus(B)
     the Applicable Margin in effect from time during such Eurodollar Interest
     Period, plus(C) any additional interest due pursuant to clause
     (iii)hereof.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The applicable basis
   for determining the rate of interest on the Loans shall be selected by the
   applicable Borrower at the time a Notice of Borrowing or a Notice of
   Conversion/Continuation is delivered by such Borrower to the Administrative
   Agent; provided, however, such Borrower may not select the Eurodollar
   Rate as the applicable basis for determining the rate of interest on such a
   Loan if at the time of such selection an Event of Default or Default would
   occur or has occurred and is continuing. If on any day any Loan is
   outstanding with respect to which notice has not been timely delivered to
   the Administrative Agent in accordance with the terms hereof specifying the
   basis for determining the rate of interest on that day, then for that day
   interest on that Loan shall be determined by reference to the Base
   Rate.





| | (iii)    As long as any
     Lender shall be required under the regulations of the Federal Reserve
     Board to maintain reserves with respect to assets or liabilities or assets
     consisting of or including Eurodollar Rate Loans, such Lender may require
     the Borrowers to pay to such Lender additional interest on the unpaid
     principal amount of each such Loan of such Lender, from the date of the
     continuation, conversion or Borrowing of such Loan until such principal
     amount is paid in full, at an interest rate per annum at all times equal
     to the remainder obtained by subtracting (A) the Eurodollar Rate for the
     Interest Period for such Loan from (B) the rate obtained by dividing the
     Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve
     Percentage of such Lender for such Interest Period, payable on each date
     on which interest is payable with respect to such Eurodollar Rate Loan.
     Any Lender wishing to require payment of such additional interest shall
     determine the amount of such additional interest and notify the Borrowers
     through the Administrative Agent of such requirement, which notification
     shall include a certificate from such Lender describing the calculation of
     the amount of such additional interest in reasonable detail. Such
     certificate shall be conclusive and binding for all purposes, absent
     manifest error.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)    Interest
   Payments.(i)    Interest
   accrued on each Base Rate Loan (other than Swing Loans) shall be payable in
   arrears (A) on the last day of each calendar month, commencing on the first
   such day following the making of such Base Rate Loan and (B) if not
   theretofore paid in full, at maturity (whether by acceleration or otherwise)
   of such Base Rate Loan and interest accrued on Swing Loans shall be payable
   in arrears on the first Business Day of the immediately succeeding calendar
   month.








| | (ii)    Interest accrued
     on each Eurodollar Rate Loan shall be payable in arrears (A) on each
     Eurodollar Interest Payment Date applicable to such Loan, (B) upon the
     payment or prepayment thereof in full or in part and (C) if not
     theretofore paid in full, at maturity (whether by acceleration or
     otherwise) of such Eurodollar Rate Loan.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    Interest
     accrued on the principal balance of all other Obligations shall be payable
     in arrears (A) on the last day of each calendar month, commencing on the
     first such day following the incurrence of such Obligation, (B) upon
     repayment thereof in full or in part and (C) if not theretofore paid in
     full, at the time such other Obligation becomes due and payable (whether
     by acceleration or otherwise).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(c)    Conversion or
   Continuation.(i)    The
   Borrowers shall have the option (A) to convert at any time all or any part
   of outstanding Base Rate Loans (other than Swing Loans) to Eurodollar Rate
   Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans
   having Eurodollar Interest Periods which expire on the same date to Base
   Rate Loans on such expiration date; or (C) to continue all or any part of
   outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which
   expire on the same date as Eurodollar Rate Loans, and the succeeding
   Eurodollar Interest Period of such continued Loans shall commence on such
   expiration date; provided, however, no such outstanding Loan may be
   continued as, or be converted into, a Eurodollar Rate Loan (i) if the
   continuation of, or the conversion into, would violate any of the provisions
   of Section 4.2or (ii) if an Event of Default or Default would occur
   or has occurred and is continuing. Any conversion into or continuation of
   Eurodollar Rate Loans under this Section 4.1(c)shall be in a minimum
   amount of $5,000,000 and in integral multiples of $1,000,000 in excess of
   that amount.





| | (ii)    To convert or
     continue a Loan under Section 4.1(c)(i)), the Borrowers shall
     deliver a Notice of Conversion/Continuation to the Administrative Agent no
     later than 11:00 a.m. (New York time) at least three (3) Business Days in
     advance of the proposed conversion/continuation date. A Notice of
     Conversion/Continuation shall specify (A) the proposed
     conversion/continuation date (which shall be a Business Day), (B) the
     principal amount of the Loan to be converted/continued, (C) whether such
     Loan shall be converted and/or continued and (D) in the case of a
     conversion to, or continuation of, a Eurodollar Rate Loan, the requested
     Eurodollar Interest Period. In lieu of delivering a Notice of
     Conversion/Continuation, the Borrowers may give the Administrative Agent
     telephonic notice of any proposed conversion/continuation by the time
     required under this Section 4.1(c)(ii), and such notice shall be
     confirmed in writing delivered to the Administrative Agent promptly (but
     in no event later than 5:00 p.m. (New York time) on the same day).
     Promptly after receipt of a Notice of Conversion/Continuation under this
     Section 4.1(c)(ii), (or telephonic notice in lieu thereof), the
     Administrative Agent shall notify each
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | Lender by telex or
     telecopy, or other similar form of transmission, of the proposed
     conversion/continuation. Any Notice of Conversion/Continuation for
     conversion to, or continuation of, a Loan (or telephonic notice in lieu
     thereof) shall be irrevocable, and the Borrowers shall be bound to convert
     or continue in accordance therewith.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(d)    Default Interest.Notwithstanding the rates of interest specified
   inSection 4.1(a) or elsewhere herein, effective immediately upon the
   occurrence of an Event of Default, and for as long thereafter as such Event
   of Default shall be continuing, the principal balance of all Loans and of
   all other Obligations, shall bear interest at a rate which is two percent
   (2.0%) per annum in excess of the rate of interest applicable to such
   Obligations from time to time.





(e)    Computation of
   Interest.Interest on all Obligations shall be
   computed on the basis of the actual number of days elapsed in the period
   during which interest accrues and a year of 360 days. In computing interest
   on any Loan, the date of the making of the Loan shall be included and the
   date of payment shall be excluded;provided, however, if a Loan is
   repaid on the same day on which it is made, one (1) days interest
   shall be paid on such Loan.





(f)    Changes; Legal
   Restrictions.If any Lender or Issuing Bank
   determines that the adoption or implementation after the date hereof of or
   any change after the date hereof in or in the interpretation or
   administration of any law or regulation or any guideline or request from any
   central bank or other Governmental Authority or quasi-governmental authority
   exercising jurisdiction, power or control over any Lender, Issuing Bank or
   over banks or financial institutions generally (whether or not having the
   force of law), compliance with which, in each case after the date
   hereof:





| | (i)    subjects a Lender
     or an Issuing Bank (or its Applicable Lending Office) to charges (other
     than Taxes) of any kind which is applicable to the Revolving Credit
     Commitments of the Lenders and/or the Issuing Banks to make Eurodollar
     Rate Loans or to issue and/or participate in Letters of Credit or changes
     the basis of taxation of payments to that Lender or Issuing Bank of
     principal, fees, interest, or any other amount payable hereunder with
     respect to Eurodollar Rate Loans or Letters of Credit; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    imposes,
     modifies, or holds applicable, any reserve (other than reserves taken into
     account in calculating the Eurodollar Rate or specified in Section
     4.1(a)(iii)), special deposit, compulsory loan, FDIC insurance or
     similar requirement against assets held by, or deposits or other
     liabilities (including those pertaining to Letters of Credit) in or for
     the account of, advances or loans by, commitments made, or other credit
     extended by, or any other acquisition of funds by, a Lender or an Issuing
     Bank or any Applicable Lending Office or Eurodollar Affiliate of that
     Lender or Issuing Bank;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







and the result of
   any of the foregoing is to increase the cost to that Lender or Issuing Bank
   of making, renewing or maintaining the Loans or its Revolving Credit
   Commitments or issuing or participating in the Letters of Credit or to
   reduce any amount receivable thereunder; then, in any such case, upon
   written demand by such Lender or Issuing Bank (with a copy of such demand to
   the Administrative Agent), the Borrowers shall immediately pay to the
   Administrative Agent for the account of such Lender or Issuing Bank, from
   time to time as specified by such Lender or Issuing Bank, such amount or
   amounts as may be necessary to compensate such Lender or Issuing Bank or its
   Eurodollar Affiliate for any such additional cost incurred or reduced amount
   received. Such demand shall be accompanied by a statement as to the amount
   of such compensation and include a summary of the basis for such demand.
   Such statement shall be conclusive and binding for all purposes, absent
   manifest error.





(g)    Confirmation of
   Eurodollar Rate.Upon the reasonable request of
   the Borrowers from time to time, the Administrative Agent shall promptly
   provide to the Borrowers such information with respect to the applicable
   Eurodollar Rate as may be so requested.





Section 4.2   
    Special Provisions Governing Eurodollar Rate Loans.With respect to Eurodollar Rate Loans:





(a)    Amount of
   Eurodollar Rate Loans.Each Eurodollar Rate Loan
   shall be for a minimum amount of $5,000,000 and in integral multiples of
   $1,000,000 in excess of that amount.





(b)    Determination of
   Eurodollar Interest Period.By giving notice as
   set forth in Section 2.2(b)(with respect to a Borrowing of
   Eurodollar Rate Loans) or Section 4.1(c)(with respect to a
   conversion into or continuation of Eurodollar Rate Loans), the Borrowers
   shall have the option, subject to the other provisions of this Section
   4.2,to select an interest period (each, a Eurodollar Interest
   Period) to apply to the Loans described in such notice, subject to
   the following provisions:





| | (i)    The Borrowers may
     only select, as to a particular Borrowing of Eurodollar Rate Loans, a
     Eurodollar Interest Period of either one, two, three or six months in
     duration;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    In the case of
     immediately successive Eurodollar Interest Periods applicable to a
     Borrowing of Eurodollar Rate Loans, each successive Eurodollar Interest
     Period shall commence on the day on which the next preceding Eurodollar
     Interest Period expires;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    If any
     Eurodollar Interest Period would otherwise expire on a day which is not a
     Business Day, such Eurodollar Interest Period shall be extended to expire
     on the next succeeding Business Day if the next succeeding Business
     Day
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | occurs in the same
     calendar month, and if there shall be no succeeding Business Day in such
     calendar month, the Eurodollar Interest Period shall expire on the
     immediately preceding Business Day;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    The Borrowers
     may not select a Eurodollar Interest Period as to any Loan if such
     Eurodollar Interest Period terminates later than the Revolving Credit
     Termination Date in the case of Revolving Loans, the Initial Term Loan
     Maturity Date, in the case of Initial Term Loans or the Additional Term
     Loan Maturity Date in the case of Additional Term Loans;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)    The Borrowers may
     not select a Eurodollar Interest Period with respect to any portion of
     principal of a Term Loan which extends beyond a date on which a Borrower
     is required to make a scheduled payment of such portion of principal;
     and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vi)    There shall be
     no more than ten (10) Eurodollar Interest Periods in effect at any one
     time.
| | -------------------------------------------------------------------------------------------------------------




(c)    Determination of
   Interest Rate.As soon as practicable on the
   second Business Day prior to the first day of each Eurodollar Interest
   Period (the Eurodollar Interest Rate Determination Date),
   the Administrative Agent shall determine (pursuant to the procedures set
   forth in the definition of Eurodollar Rate) the interest
   rate which shall apply to the Eurodollar Rate Loans for which an interest
   rate is then being determined for the applicable Eurodollar Interest Period
   and shall promptly give notice thereof (in writing or by telephone confirmed
   in writing) to the Borrowers and to each Lender. The Administrative Agent
   s determination shall be presumed to be correct, absent manifest
   error, and shall be binding upon the Borrowers.





(d)    Interest Rate
   Unascertainable, Inadequate or Unfair.    In the
   event that at least one (1) Business Day before the Eurodollar Interest Rate
   Determination Date:





| | (i)    the
     Administrative Agent determines that adequate and fair means do not exist
     for ascertaining the applicable interest rates by reference to which the
     Eurodollar Rate then being determined is to be fixed; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    the Requisite
     Lenders advise the Administrative Agent that Dollar deposits in the
     principal amounts of the Eurodollar Rate Loans comprising such Borrowing
     are not generally available in the London interbank market for a period
     equal to such Eurodollar Interest Period;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




then the
   Administrative Agent shall forthwith give notice thereof to the Borrowers,
   whereupon (until the Administrative Agent notifies the Borrowers that the
   circumstances giving rise to such suspension no longer exist) the right of
   the Borrowers to elect to have Loans bear interest based upon the Eurodollar
   Rate shall be suspended and each outstanding Eurodollar Rate Loan shall be
   converted into a Base Rate Loan on the last








day of the then
   current Eurodollar Interest Period therefor, and any Notice of Borrowing for
   which Revolving Loans have not then been made shall be deemed to be a
   request for Base Rate Loans, notwithstanding any prior election by the
   Borrowers to the contrary.





(e)    Illegality.(i)    If at any time any Lender
   determines (which determination shall, absent manifest error, be final and
   conclusive and binding upon all parties) that the making or continuation of
   any Eurodollar Rate Loan has become unlawful or impermissible by compliance
   by that Lender with any law, governmental rule, regulation or order of any
   Governmental Authority (whether or not having the force of law and whether
   or not failure to comply therewith would be unlawful or would result in
   costs or penalties), then, and in any such event, such Lender may give
   notice of that determination, in writing, to the Borrowers and the
   Administrative Agent, and the Administrative Agent shall promptly transmit
   the notice to each other Lender.





| | (ii)    When notice is
     given by a Lender under Section 4.2(e)(i),(A) the Borrowers
     right to request from such Lender and such Lenders obligation, if
     any, to make Eurodollar Rate Loans shall be immediately suspended, and
     such Lender shall make a Base Rate Loan as part of any requested Borrowing
     of Eurodollar Rate Loans and (B) if the affected Eurodollar Rate Loan or
     Loans are then outstanding, the Borrowers shall immediately, or if
     permitted by applicable law, no later than the date permitted thereby,
     upon at least one (1) Business Days prior written notice to the
     Administrative Agent and the affected Lender, convert each such Loan into
     a Base Rate Loan.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    If at any time
     after a Lender gives notice under Section 4.2(e)(i)such Lender
     determines that it may lawfully make Eurodollar Rate Loans, such Lender
     shall promptly give notice of that determination, in writing, to the
     Borrowers and the Administrative Agent, and the Administrative Agent shall
     promptly transmit the notice to each other Lender. The Borrowers
     right to request, and such Lenders obligation, if any, to make
     Eurodollar Rate Loans shall thereupon be restored.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(f)    Compensation.In addition to all amounts required to be paid
   by the Borrowers pursuant toSection 4.1, the Borrowers shall
   compensate each Lender, upon demand, for all losses, expenses and
   liabilities (including any loss or expense incurred by reason of the
   liquidation or reemployment of deposits or other funds acquired by such
   Lender to fund or maintain such Lenders Eurodollar Rate Loans to the
   Borrowers but excluding any loss of the Applicable Margin on the relevant
   Loans) which that Lender may sustain (i) if for any reason a Borrowing,
   conversion into or continuation of Eurodollar Rate Loans does not occur on a
   date specified therefor in a Notice of Borrowing or a Notice of
   Conversion/Continuation given by a Borrower or in a telephonic request by it
   for borrowing or conversion/continuation or a successive Eurodollar Interest
   Period does not commence after notice therefor is given pursuant to
   Section 4.1(c),including pursuant to Section 4.2(d),(ii) if
   for any reason any Eurodollar








Rate Loan is prepaid
   (including mandatorily pursuant to Section 3.1) on a date which is
   not the last day of the applicable Eurodollar Interest Period, (iii) as a
   consequence of a required conversion of a Eurodollar Rate Loan to a Base
   Rate Loan as a result of any of the events indicated in Section 4.2(d)or (e)or (iv)as a consequence of any failure by a
   Borrower to repay Eurodollar Rate Loans when required by the terms hereof.
   The Lender making demand for such compensation shall deliver to the
   Borrowers concurrently with such demand a written statement in reasonable
   detail as to such losses, expenses and liabilities, and this statement shall
   be conclusive as to the amount of compensation due to that Lender, absent
   manifest error.





(g)    Booking of
   Eurodollar Rate Loans.Any Lender may make, carry
   or transfer Eurodollar Rate Loans at, to, or for the account of, its
   Eurodollar Lending Office or Eurodollar Affiliate or its other offices or
   Affiliates. No Lender shall be entitled, however, to receive any greater
   amount under Section 3.3, Section 3.4, Section 4.1(f)or Section
   4.2(f)as a result of the transfer of any such Eurodollar Rate Loan to
   any office (other than such Eurodollar Lending Office) or any Affiliate
   (other than such Eurodollar Affiliate) than such Lender would have been
   entitled to receive immediately prior thereto, unless (i) the transfer
   occurred at a time when circumstances giving rise to the claim for such
   greater amount did not exist and (ii) such claim would have arisen even if
   such transfer had not occurred.





(h)    Affiliates Not
   Obligated.No Eurodollar Affiliate or other
   Affiliate of any Lender shall be deemed a party hereto or shall have any
   liability or obligation hereunder.





Section 4.3   
    Fees.(a)   
    Letter of Credit Fees.In addition to any
   charges paid pursuant to Section 2.4(g), the Borrowers shall pay to
   the Administrative Agent, (i) for the account of each Issuing Bank a fee
   (the Fronting Fee) accruing at a per annum rate equal to
   one-quarter of one percent (0.25%) per annum of the undrawn face amount of
   each outstanding Letter of Credit issued by such Issuing Bank and (ii) for
   the account of the Revolving Credit Lenders based on their respective Pro
   Rata Shares, a fee (the Letter of Credit Fee) accruing at
   a per annum rate equal to the Applicable Margin applicable to Eurodollar
   Rate Loans from time to timeminus one-quarter of one percent (0.25%)
   per annum, of the undrawn face amount of each outstanding Letter of Credit,
   which Fronting Fee and Letter of Credit Fee shall be payable quarterly in
   arrears (A) on the last day of each calendar quarter after the date of
   Issuance thereof and on the last day of each succeeding calendar quarter
   thereafter and (B) on the Revolving Credit Termination Date; provided,
   however, effective immediately upon the occurrence of an Event of
   Default, and for so long thereafter as such Event of Default shall be
   continuing, the rate at which the Letter of Credit Fee shall accrue and be
   payable shall be equal to two percent (2.0%) per annum plusthe rates
   otherwise payable with respect thereto as set forth hereinabove.








(b)    Unused
   Commitment Fee.The Borrower shall pay to the
   Administrative Agent, for the account of the Lenders in accordance with
   their respective Pro Rata Shares a fee (the Unused Commitment
   Fee) accruing from June 11, 1998 at the Unused Commitment Fee Rate
   on the average amount by which the Revolving Credit Commitments exceed the
   sum of (1) the outstanding principal amount of the Revolving Loans, plus(2) the outstanding Reimbursement Obligations, plus(3) the
   aggregate undrawn face amount of all outstanding Letters of Credit, for the
   period commencing on June 11, 1998 and ending on the Revolving Credit
   Termination Date, the accrued portion of such fee being payable (x)
   quarterly, in arrears, on the last Business Day of each calendar quarter and
   (y) on the Revolving Credit Termination Date.





Notwithstanding the
   foregoing, in the event that any Lender fails to fund its Pro Rata Share of
   any Revolving Loan requested by the Borrowers which such Lender is obligated
   to fund under the terms hereof, such Lender shall not be entitled to any
   Unused Commitment Fees with respect to its Revolving Commitment until such
   failure has been cured in accordance with Section 3.2(b)(v)(B)and
   the Borrowers shall not be required to pay any Unused Commitment Fees
   applicable to such Commitment to such Lender for such period.





(c)    Other Fees.The Borrowers shall pay such other fees as are set
   forth in the Letter Agreements on the due dates therefor set forth in the
   Letter Agreements.





(d)    Calculation and
   Payment of Fees.All of the above fees shall be
   calculated on the basis of the actual number of days elapsed in a 360-day
   year. All such fees shall be payable in addition to, and not in lieu of,
   interest, expense reimbursements, indemnification and other Obligations.
   Fees shall be payable to the Administrative Agents Account in
   accordance with Section 3.2except as otherwise provided in the
   Letter Agreements. All fees shall be fully earned and nonrefundable when
   paid. All fees specified or referred to herein due to the Administrative
   Agent, the Arranger, any Issuing Bank or any Lender, including those
   referred to in this Section 4.3, shall bear interest, if not paid
   when due, at the interest rate for Loans in accordance with Section
   4.1(d), shall constitute Obligations and shall be secured by the
   Collateral.





Article
   V





Conditions to
   Loans and Letters of Credit





Section 5.1   
    Conditions Precedent to the Effectiveness of this Agreement.This Agreement shall become effective on the date
   when the following conditions precedent have been satisfied:





(a)    Documents.The Administrative Agent shall have received on or
   before the Effective Date all of the following:





| | (i)    This Agreement,
     executed by the Requisite Lenders and all of the Initial Term Loan Lenders
     and all of the Additional Term Loan Lenders, and the Additional Term Loan
     Notes and all other agreements, documents and instruments described in the
     List of Closing Documents attached hereto and made a part hereof as
     Exhibit F, each duly executed where appropriate and in form and
     substance satisfactory to the Requisite Lenders; without limiting the
     foregoing, the Borrowers hereby direct each of their counsel referred to
     in such List of Closing Documents to prepare and deliver to the Agents,
     the Lenders and the Issuing Banks, the opinions referred to therein with
     respect to such counsel; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    such additional
     documentation as the Administrative Agent may reasonably
     request.
| | ---------------------------------------------------------------------------------------------------




(b)    Perfection of
   Liens.The Administrative Agent shall have
   received evidence to the satisfaction of the Lenders that all Liens granted
   to the Administrative Agent with respect to the Collateral shall remain
   valid and effective and continue to be perfected and of first priority,
   except as otherwise permitted under this Agreement.





(c)    No Legal
   Impediments.Except with respect to actions,
   suits, investigations, litigation or proceedings of the Company, OHM and
   their respective Subsidiaries disclosed on Schedule 6.01-Kto the
   Original Credit Agreement, (x) there shall exist no action, suit,
   investigation, litigation or proceeding pending or threatened in any court
   or before any arbitrator or governmental instrumentality that (i) has or
   could reasonably be expected to have a Material Adverse Effect or (ii)
   purports to affect the making of the Additional Term Loans on the Effective
   Date.





(d)    No Change in
   Condition.There shall have occurred no Material
   Adverse Change or any material adverse change in (i) the ability of the
   Company or any of its Subsidiaries to perform their obligations under the
   Loan Documents or (ii) the ability of the Administrative Agent and the
   Lenders to enforce the Loan Documents.





(e)    Projections.The Lenders shall have received and been
   satisfied with (i) unaudited monthly financial statements of the Company and
   its Subsidiaries for the months ending December 31, 1999 and January 31,
   2000 and (ii) the Companys business
 plan, which shall include a financial forecast on a monthly basis for the
   first twelve months after the Effective Date and on an annual basis
   thereafter through December 31, 2007 prepared by the Companys
   management (the Projections).





(f)    Debt Rating.The Company shall have obtained ratings of the
   Companys Obligations under this Agreement (after giving effect to the
   funding of the Additional Term Loans) from Standard & Poors of not
   less than BB and from Moodys of not less than B-1.





(g)    No Default.No Event of Default or Default shall have occurred and
   be continuing or would result from the making of the Additional Term
   Loans.





(h)    Representations
   and Warranties.As of the Effective Date, both
   before and after giving effect to the Additional Term Loans to be made, all
   of the representations and warranties of the Borrowers and the Borrowers
    Subsidiaries contained in Section 6.2and in any other Loan
   Document (other than representations and warranties in any such Loan
   Document which expressly speak as of a different date) shall be true and
   correct in all material respects.





(i)    Fees and
   Expenses Paid.There shall have been paid to the
   Administrative Agent, for the accounts of Citicorp, the Lenders, the Issuing
   Banks and to the Arranger, for their own account, as applicable, all fees
   due and payable on or before the Effective Date (including all such fees
   described in the Letter Agreements and the Original Credit Agreement), and
   all expenses due and payable on or before the Effective Date.





(j)    Consents, Etc.Except as set forth on Schedule 6.01-E,
   each of the Borrowers and the Borrowers Subsidiaries shall have
   received all consents and authorizations required pursuant to any material
   Contractual Obligation with any other Person and shall have obtained all
   consents and authorizations of, and effected all notices to and filings
   with, any Governmental Authority, in each case, as may be necessary to allow
   each of the Borrowers and the Borrowers Subsidiaries lawfully (A) to
   execute, deliver and perform, in all material respects, their respective
   obligations hereunder, the Loan Documents to which each of them,
   respectively, is, or shall be, a party and each other agreement or
   instrument to be executed and delivered by each of them, respectively,
   pursuant thereto or in connection therewith and (B) to create and perfect or
   continue the perfection of the Liens on the Collateral to be owned by each
   of them in the manner and for the purpose contemplated by the Loan
   Documents.





(k)    Market
   Disruption or Adverse Change.There shall not
   have occurred a any change in loan syndication, financial or capital market
   conditions generally that, in the Arrangers judgment, would materially
   impair the syndication of the Additional Term Loans.





Section 5.2   
    Conditions Precedent to the Additional Term Loans and All Revolving
   Loans, Swing Loans and Letters of Credit.The
   obligation of each Additional Term Loan Lender to make any Additional Term
   Loan, of the Revolving Credit Lenders to make any Revolving Loan and of the
   Swing Loan Bank to make any Swing Loan, requested to be made by it on any
   date on or after the Effective Date and the agreement of each Issuing Bank
   to Issue any Letter of Credit on any date on or after the Effective Date is
   subject to the following conditions precedent as of each such
   date:





(a)    Representations
   and Warranties.As of such date, both before and
   after giving effect to the Loans to be made or the Letters of Credit to be
   Issued on such date, all of the representations and warranties of the
   Borrowers and the Borrowers Subsidiaries contained in Section 6.2and in any other Loan Document (other than representations and
   warranties in any such Loan Document which expressly speak as of a different
   date) shall be true and correct in all material respects.





(b)    No Default.No Event of Default or Default shall have occurred and
   be continuing or would result from the making of the requested Loan or
   Issuance of the requested Letter of Credit.





(c)    No Legal
   Impediments.No law, regulation, order, judgment
   or decree of any Governmental Authority shall, and the Administrative Agent
   shall not have received from any Lender or Issuing Bank notice that, in the
   judgment of such Lender or Issuing Bank, litigation is pending or threatened
   which is likely to enjoin, prohibit or restrain, or impose or result in the
   imposition of any material adverse condition upon, (i) such Lenders
   making of the requested Loan or participation in the requested Letter of
   Credit, (ii) the Swing Loan Banks making of the requested Swing Loan
   or (iii) such Issuing Banks Issuance of the requested Letter of
   Credit.





(d)    No Material
   Adverse Change.There shall have occurred (i) no
   Material Adverse Change and (ii) no material adverse change in (A) the
   ability of the Company or any of its Subsidiaries to perform their
   obligations under the Loan Documents and (B) the ability of the
   Administrative Agent and the Lenders to enforce the Loan
   Documents.





Each submission by a
   Borrower to the Administrative Agent of a Notice of Borrowing with respect
   to an Additional Term Loan, a Revolving Loan or a Swing Loan, each
   acceptance by a Borrower of the proceeds of each Loan made, each submission
   by a Borrower to an Issuing Bank of a request for Issuance of a Letter of
   Credit and the Issuance of such Letter of Credit, shall constitute a
   representation and warranty by the Borrower as of the Funding Date in
   respect of such Revolving Loan, or as of the Swing Loan Funding Date in
   respect of such Swing Loan, and the date of Issuance of such Letter of
   Credit, that all the conditions contained in this Section 5.2have
   been satisfied or waived in accordance with Section 13.7.





Article
   VI





Representations
   and Warranties





Section 6.1    Representations and Warranties
   from and after the Effective Date.In order
   to induce the Lenders and the Issuing Banks to make the Additional Term
   Loans and any requested Revolving Loans and the other financial
   accommodations to the Borrowers and to Issue the Letters of Credit described
   herein, each Borrower hereby represents and warrants to each Lender, each
   Issuing Bank, and the Administrative Agent that the following statements are
   true, correct and complete on and as of the Effective Date, after giving
   effect to the making of the Additional Term Loans on the Effective Date, and
   thereafter on each date as required by Section 6.2:





(a)    Organization;
   Corporate Powers.Each of the Company and its
   Restricted Subsidiaries (i) is a corporation duly organized, validly
   existing and in good standing under the laws of the jurisdiction of its
   organization, (ii) is duly qualified to do business as a foreign corporation
   and is in good standing under the laws of each jurisdiction in which failure
   to be so qualified and in good standing shall have or is reasonably likely
   to have a Material Adverse Effect and (iii) has all requisite corporate
   power and authority to own, operate and encumber its Property and to conduct
   its business as presently conducted and as proposed to be conducted in
   connection with and following the consummation of the transactions
   contemplated in the Loan Documents.





(b)    Authority.(i)    Each of the Company and its
   Subsidiaries has the requisite corporate power and authority to execute,
   deliver and perform each of the Loan Documents to which it is a
   party.





| | (ii)    The execution,
     delivery and performance (or filing, as the case may be), of each of the
     Loan Documents which have been executed and to which any of the Company
     and its Subsidiaries is a party and the consummation of the transactions
     contemplated thereby, have been duly approved by each of the boards of
     directors and (to the extent required by law) the shareholders of the
     Company and its Subsidiaries, respectively, and such approvals have not
     been rescinded, revoked or modified in any manner. No other corporate
     action or proceedings on the part of the Company and its Subsidiaries is
     necessary to consummate such transactions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    Each of the
     Loan Documents to which the Company and its Subsidiaries is a party has
     been duly executed, and delivered on behalf of the Company and its
     Subsidiaries, as the case may be, and constitutes its legal, valid and
     binding obligation, enforceable against such Person in accordance with its
     terms. No Event of Default or Default has occurred and is
     continuing.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(c)    Subsidiaries;
   Ownership of Capital Stock.    Schedule 6.01-C(i) contains a diagram indicating the corporate
   structure of the Company, the Companys Subsidiaries and any other
   Person in which the Company or any of the Companys Subsidiaries holds
   an equity interest, as of the Effective Date and (ii) accurately sets forth
   as of the Effective Date (A) the correct legal name, the jurisdiction of
   incorporation, and Employer Identification Number of each of the Company and
   the Companys Subsidiaries, and the jurisdiction in which each of the
   Company and the Companys Subsidiaries is qualified to transact
   business as a foreign corporation, (B) the authorized, issued and
   outstanding shares of each class of Capital Stock of the Company and each of
   the Companys Subsidiaries and the owners of such shares and (C) a
   summary of the direct and indirect partnership, joint venture, or other
   equity interests, if any, of the Company and each Subsidiary of the Company
   in any Person that is not a corporation. Except as set forth on Schedule
   6.01-C, none of the issued and outstanding Capital Stock of the Company
   or the Companys Subsidiaries is subject to any vesting, redemption, or
   repurchase agreement, and there are no warrants or options outstanding with
   respect to such Capital Stock. The outstanding Capital Stock of each of the
   Companys Subsidiaries is duly authorized, validly issued, fully paid
   and nonassessable and is not Margin Stock.





(d)    [Intentionally
   Omitted]





(e)    No Conflict.The execution, delivery and performance of each
   of the Loan Documents to which the Company and its Subsidiaries is a party
   do not and will not (i) conflict with the Constituent Documents of the
   Company or any such Subsidiary, (ii) constitute a tortious interference with
   any Contractual Obligation of any Person, (iii) except as set forth on
   Schedule 6.01-E, conflict with, result in a breach of or constitute
   (with or without notice or lapse of time or both) a default under any
   Requirement of Law or Contractual Obligation of the Company or any such
   Subsidiary, or require the termination of any Contractual Obligation, the
   consequences of such conflict, breach, default or termination, individually
   or in the aggregate, could reasonably be expected to have a Material Adverse
   Effect or to have a material adverse effect on the ability of the Loan
   Parties to perform their respective obligations under any of the Loan
   Documents or to subject the Administrative Agent, the Lenders or the Issuing
   Banks to any liability or potential liability (whether criminal or civil),
   (iv) result in or require the creation or imposition of any Lien whatsoever
   upon any of the Property or assets of the Company or any such Subsidiary,
   other than Liens contemplated by the Loan Documents or (v) require any
   approval of the Companys or any such Subsidiarys stockholders
   that has not been obtained.





(f)    Governmental
   Consents, etc.Except as set forth on Schedule
   6.01-F, the execution, delivery and performance of each of the Loan
   Documents to which Company or any of its Subsidiaries is a party do not and
   will not require any registration with, consent or approval of, or notice
   to, or other action to, with or by any Governmental Authority, except (i)
   filings, consents or notices which have been made, obtained or
 given, or, in a timely manner, shall be made, obtained, or given and (ii)
   filings necessary to create or perfect security interests in the Collateral.
   None of the Company or any of its Subsidiaries is subject to regulation
   under the Public Utility Company Act of 1935, the Federal Power Act or the
   Investment Company Act of 1940, or any other federal or state statute or
   regulation which limits its ability to incur indebtedness or its ability to
   consummate the transactions contemplated in the Loan Documents.





(g)    Accommodation
   Obligations; Contingencies.Except as set forth
   on Schedule 1.01.4, none of Company or any of its Subsidiaries has
   any Accommodation Obligation, contingent liability or liability for any
   Taxes, long-term lease or commitment, not reflected in its financial
   statements delivered to the Administrative Agent on or prior to the
   Effective Date or otherwise disclosed to the Administrative Agent and the
   Lenders in the other Schedules hereto, which shall have or is reasonably
   likely to have a Material Adverse Effect.





(h)    [Intentionally
   Omitted]





(i)    Financial
   Position.The Projections, the pro formaestimated balance sheets delivered pursuant to Section 5.1(a)(i)and all related financial information delivered to the Lenders as
   referenced in this Agreement were (A) prepared in good faith and are based
   upon facts and assumptions that are reasonable in light of the business
   conditions and prospects existing or foreseeable as of the time of their
   preparation (which facts and assumptions have not changed in any materially
   adverse respect such that such forecasts do not reasonably project the
   Companys financial performance for the fiscal periods covered thereby
   and such that such pro formaestimated balance sheets do not
   reasonably estimate the assets, liabilities and shareholder equity of the
   Company as anticipated at the Effective Date, excluding purchase accounting
   adjustments) and represent managements opinion of the Company and its
   Subsidiaries projected financial performance based on the information
   available to the Company at the time so furnished. Complete and accurate
   copies of the SEC Documents have been delivered to Lenders. All financial
   statements included in such materials were prepared in conformity with GAAP,
   except as otherwise noted therein, and fairly present the consolidated
   financial position of the Company and its Subsidiaries as at the respective
   dates thereof and the consolidated results of operations and changes in the
   financial position of the Company and its Subsidiaries for each of the
   periods covered thereby, subject, in the case of any unaudited interim
   financial statements, to changes resulting from audit and normal year-ended
   adjustments.





(j)    [Intentionally
   Omitted]





(k)    Litigation;
   Adverse Effects.Except as set forth in
   Schedule 6.01-K, there is no action, suit, audit, proceeding,
   allegations of defective pricing, defective products or services, cost
   mischarging, or violation of the Cost Accounting Standards, investigation or
   arbitration (or series of related actions, suits, proceedings,
   investigations


or arbitrations)
   before or by any Governmental Authority or private arbitrator pending or, to
   the knowledge of the Borrowers, threatened against the Company or any of its
   Subsidiaries or any Property of any of them (i) challenging the validity or
   the enforceability of any of the Loan Documents, (ii) which is reasonably
   likely to result in the suspension or debarment of the Company or any of its
   Subsidiaries from any federal government contracting program, the loss of
   export licenses or approvals, or the suspension of future export licensing
   or approvals or (iii) which otherwise has or could reasonably be expected to
   have a Material Adverse Effect. None of the Company or any of its
   Subsidiaries is (A) in violation of any applicable Requirements of Law which
   violation shall have or is reasonably likely to result in a Material Adverse
   Effect or (B) subject to or in default with respect to any final judgment,
   writ, injunction, restraining order or order of any nature, decree, rule or
   regulation of any court or Governmental Authority, in each case which have
   or could reasonably be expected to have a Material Adverse
   Effect.





(l)    No Material
   Adverse Change.There has occurred no Material
   Adverse Change.





(m)    Payment of Taxes.All tax returns and reports of each of the
   Company and its Subsidiaries required to be filed have been timely filed,
   and all taxes, assessments, fees and other governmental charges thereupon
   and upon their respective Property, assets, income and franchises which are
   shown in such returns or reports to be due and payable have been paid other
   than such taxes, assessments, fees and other governmental charges (i) which
   are being contested in good faith by the Company or such Subsidiary, as the
   case may be, by appropriate proceedings diligently instituted and conducted
   and without danger of any material risk to the Collateral and (ii) with
   respect to which a reserve or other appropriate provision, if any, as is
   required in conformity with GAAP shall have been made. None of the Borrowers
   has any knowledge of any proposed tax assessment against the Company or any
   of its Subsidiaries that has or could reasonably be expected to have a
   Material Adverse Effect.





(n)    Performance.Except as disclosed on Schedule 6.01-N,none of the Company or any of its Subsidiaries has received notice or
   has actual knowledge that (i) it is in default in the performance,
   observance or fulfillment of any of the obligations, covenants or conditions
   contained in any Contractual Obligation applicable to it or (ii) any
   condition exists which, with the giving of notice or the lapse of time or
   both, would constitute a default with respect to any such Contractual
   Obligation, in each case, except where such default or defaults, if any, do
   not have or could not reasonably be expected to have a Material Adverse
   Effect.





(o)    Disclosure.The information contained in the SEC Documents, the
   representations and warranties of each of the Company and its Subsidiaries
   contained in the Loan Documents, and all certificates and documents
   delivered to the Agents and the Lenders pursuant to the terms hereof and the
   other Loan Documents, did not and do not
 contain any untrue statement of a material fact or omit to state a material
   fact necessary in order to make the statements contained herein or therein,
   in light of the circumstances under which they were made, not misleading.
   None of the Borrowers has intentionally withheld any fact from the Agents,
   any Issuing Bank or any Lender in regard to any matter which shall have or
   is reasonably likely to have a Material Adverse Effect.





(p)    Requirements of
   Law.Each of the Company and its Subsidiaries is
   in compliance with all Requirements of Law applicable to it and its
   business, in each case where the failure to so comply individually or in the
   aggregate have or could reasonably be expected to have a Material Adverse
   Effect





(q)    Environmental
   Matters.Except as disclosed on Schedule
   6.01-Qand except for matters, conditions, operations and noncompliance
   which would not reasonably be expected to result in a liability to the
   Company or any of its Subsidiaries in excess of $10,000,000 in the
   aggregate:





| | (A) the operations of the Company and its
     Subsidiaries comply in all material respects with all applicable
     Environmental, Health or Safety Requirements of Law;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (B) the Company and its Subsidiaries have
     obtained or have taken appropriate steps, as required by Environmental,
     Health or Safety Requirements of Law, to obtain all environmental, health
     and safety Permits necessary for their respective operations, and all such
     Permits are in good standing and each of the Company and its Subsidiaries
     are currently in compliance in all material respects with all terms and
     conditions of such Permits;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (C) none of the Company and its Subsidiaries
     or any of their respective operations or present or past Property are
     subject to any investigation by, or any judicial or administrative
     proceeding, order, judgment, decree or settlement alleging or addressing
     (i) a material violation of any Environmental, Health or Safety
     Requirement of Law; (ii) any Remedial Action; or (iii) any material Claims
     or Liabilities and Costs arising from the Release or threatened Release of
     a Contaminant into the environment nor has the Company or any of its
     Subsidiaries received any notice of the foregoing;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (D) none of the Company and its Subsidiaries
     is the owner or operator of any Property which has any of the following
     which could result in a material liability:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (i)    any past or
     present on-site generation, treatment, recycling, storage or disposal of
     any hazardous waste, as that term is defined under 40 C.F.R. Part 261 or
     any state equivalent;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    any past or
     present landfill, underground storage tank or surface
     impoundment;
| | ------------------------------------------------------------------------------------------------




| | (iii)    any
     asbestos-containing material; or
| | --------------------------------------------------




| | (iv)    any
     polychlorinated biphenyls (PCB) used in hydraulic oils, electrical
     transformers or other Equipment;
| | -------------------------------------------------------------------------------------------------------------------------




| | (E) no Environmental Lien has attached to
     any Property of the Company or any of its Subsidiaries;
| | ------------------------------------------------------------------------------------------------------




| | (F) there have been no Releases of any
     Contaminants into the environment in reportable quantities by the Company
     or any of its Subsidiaries;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------




| | (G) none of the Company or any of its
     Subsidiaries has any material contingent liability in connection with any
     Release or threatened Release of any Contaminants into the
     environment;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (H) none of the Company or any of its
     Subsidiaries has sent or directly arranged for the transport of any waste
     to any site listed or proposed for listing on the National Priorities List
     (NPL) pursuant to CERCLA or on the Comprehensive
     Environmental Response Compensation Liability Information System List (
     CERCLIS), or any similar state list;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (I) none of the Companys or any of its
     Subsidiaries present or past Property is listed or proposed for
     listing on the NPL pursuant to CERCLA or on the CERCLIS or any similar
     state list of sites requiring Remedial Action, and the Company and its
     Subsidiaries are unaware of any conditions on such Property which would
     qualify such Property for inclusion on any such list.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(r)    ERISA Matters.(i)    None of the Company
   or any ERISA Affiliate maintains or contributes to any Plan other than those
   listed on Schedule 6.01-R.Except as disclosed on Schedule
   6.01-R, each Plan which is intended to be qualified under Section 401(a)
   of the Internal Revenue Code as currently in effect has been determined by
   the IRS to be so qualified, and each trust related to each such Plan has
   been determined to be exempt from federal income tax under Section 501(a) of
   the Internal Revenue Code as currently in effect. Except as disclosed on
   Schedule 6.01-R, none of the Company or any Subsidiary of the Company
   maintains or contributes to any employee
 welfare benefit plan within the meaning of Section 3(l) of ERISA which
   provides benefits to employees after termination of employment other than as
   required by part 6 of Title I of ERISA. The Company and each ERISA Affiliate
   are in compliance in all material respects with the responsibilities,
   obligations and duties imposed on them by ERISA and the Internal Revenue
   Code. No Benefit Plan has incurred any accumulated funding deficiency (as
   defined in Sections 302(a)(2) of ERISA and 412(a) of the Internal Revenue
   Code) whether or not waived. None of the Company or any ERISA Affiliate or,
   to the best of the Borrowers knowledge, any fiduciary of any Plan
   which is not a Multiemployer Plan (a) has engaged in a nonexempt prohibited
   transaction described in Section 406 of ERISA or 4975 of the Internal
   Revenue Code or (b) has taken or failed to take any action which would
   constitute or result in a Termination Event which would be an Event of
   Default under Section 11.1(k). Except as disclosed on Schedule
   6.01-R, none of the Company, or to the knowledge of Borrowers, any ERISA
   Affiliate has any liability, which direct or indirect, contingent or
   otherwise, under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA. None
   of the Company or any ERISA Affiliate has incurred any liability to the PBGC
   which remains outstanding other than the payment of premiums, and there are
   no premium payments which have become due which are unpaid to any material
   extent. Schedule Bto the most recent annual report filed with the
   IRS with respect to each Benefit Plan and furnished to the Administrative
   Agent is complete and accurate in all material respects. Since the date of
   each such Schedule Bthere has been no material adverse change in the
   funding status or financial condition of the Benefit Plan relating to such
   Schedule B. None of the Company or any ERISA Affiliate has (a) failed
   to make a required contribution or payment to a Multiemployer Plan or (b)
   experienced a complete or partial withdrawal under Sections 4203 or 4205 of
   ERISA from a Multiemployer Plan. None of the Company or any ERISA Affiliate
   has failed to make a required installment or any other required payment
   under Section 412 of the Internal Revenue Code on or before the due date for
   such installment or other payment which could result in a Lien under Section
   412 (n) of the Internal Revenue Code. None of the Company or any ERISA
   Affiliate is required to provide security to a Benefit Plan under Section
   401(a)(29) of the Internal Revenue Code due to a Plan amendment that results
   in an increase in current liability for the plan year. Except as disclosed
   on Schedule 6.01-R, none of the Company or any ERISA Affiliate has
   incurred, by reason of the transactions contemplated hereby any obligation
   to make any payment to any employee pursuant to any Plan or existing
   contract or arrangement.





| | (ii)    The Company has
     given to the Administrative Agent copies of all of the following: each
     Benefit Plan and related trust agreement (including all amendments to such
     Plan and trust) in existence or if the Company has committed to establish
     one or more Benefit Plans, a description of each such Benefit Plan as of
     the Effective Date, and the most recent summary plan description,
     actuarial report, determination letter issued by the IRS and Form 5500
     including all schedules and attachments filed in respect of each such
     Benefit Plan in existence; a listing of (a) all of the Multiemployer Plans
     currently contributed to by the Company or any ERISA Affiliate or with
     respect to which the Company or any
   ERISA Affiliate is obligated or contemplates to be obligated, to contribute,
     (b) the aggregate annual amount required to be contributed by the Company
     and its ERISA Affiliates to each such Multiemployer Plan, (c) any
     information which has been provided to the Company or an ERISA Affiliate
     regarding the amount of current actual withdrawal liability under any
     Multiemployer Plan and the collective bargaining agreement pursuant to
     which such contribution is required to be made; and each employee welfare
     benefit plan within the meaning of Section 3(1) of ERISA maintained by the
     Company, any Subsidiary of the Company which provides benefits to
     employees of the Company or any Subsidiary of the Company after
     termination of employment other than as required by Part 6 of Title 1 of
     ERISA, the most recent summary plan description for each such plan and the
     aggregate amount of the most recent annual payments made to terminated
     employees under each such plan.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(s)    Foreign Employee
   Benefit Matters.Except as set forth on
   Schedule 6.01-S, none of the Company or any Subsidiary of the Company
   (i) is maintaining or contributing to, (ii) or has ever maintained or
   contributed to or (iii) has any obligation to maintain or contribute to, any
   Foreign Employee Benefit Plan. Each Foreign Employee Benefit Plan is in
   compliance in all material respects with all laws, regulations and rules
   applicable thereto and the respective requirements of the governing
   documents for such Plan. The aggregate of the liabilities to provide all of
   the accrued benefits under any Foreign Pension Plan does not exceed the
   current fair market value of the assets held in the trust or other funding
   vehicle for such Plan. With respect to each Foreign Employee Benefit Plan
   maintained or contributed to by the Company, any of its Subsidiaries or any
   ERISA Affiliate (other than a Foreign Pension Plan) or with respect to which
   each such plan and such person is obligated to contribute, reasonable
   reserves have been established where required by generally accepted
   accounting practices in the jurisdiction in which such Plan is maintained.
   The aggregate unfunded liabilities, after giving effect to any reserves for
   such liabilities, with respect to such Plan will not result in a material
   liability. There are no actions, suits or claims (other than routine claims
   for benefits) pending or threatened against the Company or any of its
   Subsidiaries or any ERISA Affiliate with respect to any Foreign Employee
   Benefit Plan.





(t)    Labor Matters.(i)    Except as set forth
   in Schedule 6.01-T, as of the Effective Date there is no collective
   bargaining agreement covering any of the employees of the Company or its
   Subsidiaries. To the Borrowers knowledge, except as set forth on
   Schedule 6.01-T, as of the Effective Date no attempt to organize the
   employees of the Company or any such Subsidiary is pending, threatened,
   planned or contemplated.





| | (ii)    Set forth in
     Schedule 6.01-Ror Schedule 6.01-T, as the case may be, is a
     list, as of the Effective Date, of all material consulting agreements,
     executive employment agreements, executive compensation plans, deferred
     compensation agreements, employee pension plans or retirement plans,
     employee profit sharing plans, employee stock purchase and stock option
     plans, severance
   plans, group life insurance, hospitalization insurance or other employee
     benefit plans of the Company and its Subsidiaries providing for benefits
     for employees of the Company and its Subsidiaries.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(u)    Securities
   Activities.None of the Company or any of its
   Subsidiaries is engaged in the business of extending credit for the purpose
   of purchasing or carrying Margin Stock.





(v)    Solvency.After giving effect to the transactions contemplated
   in the Loan Documents, the Loans to be made on the Effective Date or such
   other date as Loans requested hereunder are made, the disbursement of the
   proceeds of such Loans pursuant to the Borrowers instructions, each of
   the (i) Loan Parties other than the Immaterial Subsidiary Guarantors and
   (ii) the Company and its Subsidiaries on a consolidated basis, is
   Solvent.





(w)    Patents,
   Trademarks, Permits, Etc.; Government Approvals.(i)    The Company and its Subsidiaries own,
   are licensed or otherwise have the lawful right to use, or have all permits
   and other governmental approvals, patents, trademarks, trade names,
   copyrights, technology, know-how and processes necessary for the conduct of
   their businesses as currently conducted except where the failure to do so
   would not have or could not reasonably be expected to have a Material
   Adverse Effect. Except as set forth on Schedule 6.01-W, no claims are
   pending or, to the best of the Borrowers knowledge following diligent
   inquiry, threatened that the Company or any of its Subsidiaries is
   infringing upon the rights of any Person with respect to such permits and
   other governmental approvals, patents, trademarks, trade names, copyrights,
   technology, know-how and processes.





| | (ii)    Except for Liens
     granted to the Administrative Agent for the benefit of the Administrative
     Agent, the Issuing Banks and the Lenders, none of the transactions
     contemplated by the Loan Documents shall impair the ownership of or rights
     under (or the license or other right to use, as the case may be) any
     permits and governmental approvals, patents, trademarks, trade names,
     copyrights, technology, know-how or processes by the Company or any of its
     Subsidiaries in any manner which shall have or is reasonably likely to
     have a Material Adverse Effect.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(x)    Assets and
   Properties.Each of the Company and its
   Subsidiaries has good and marketable title to all of its assets and Property
   (tangible and intangible) owned by it or a valid leasehold interest in all
   of its leased assets (except insofar as marketability may be limited by any
   laws or regulations of any Governmental Authority affecting such assets),
   and all such assets and Property are free and clear of all Liens, except
   Liens securing the Obligations and Liens permitted under Section 9.3.
   Schedule 6.01-Xcontains a true and complete list of all of the Real
   Property owned in fee simple by each of the Company and its Subsidiaries as
   of the Effective Date, and a true and complete list
 of all Leases in effect on the Effective Date and indicates whether such Real
   Property or Lease has a Fair Market Value in excess of $1,000,000.
   Substantially all of the assets and Property owned by or leased to the
   Company and/or each such Subsidiary are in adequate operating condition and
   repair, ordinary wear and tear excepted, and are free and clear of any known
   defects except such defects that do not substantially interfere with the
   normal conduct of the business of the Company and its Subsidiaries. Except
   for Liens granted to the Administrative Agent for the benefit of the Agents,
   the Issuing Banks and the Lenders, neither this Agreement nor any other Loan
   Document, nor any transaction contemplated herein or therein, shall affect
   any right, title or interest of the Company or such Subsidiary in and to any
   of such assets in a manner that has or could reasonably be expected to have
   a Material Adverse Effect.





(y)    Insurance. 
      Schedule 6.01-Yaccurately sets forth as of the
   Effective Date all insurance policies and programs (including self-insurance
   programs) currently in effect with respect to the respective 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, if any, and each insured party
   thereunder, (iv) the policy or other identification number thereof, (v) the
   expiration date thereof and (vi) the annual premium, if any, with respect
   thereto. Such insurance policies and programs are, except as disclosed on
   Schedule 6.01-Y, in amounts sufficient to cover the replacement value
   of the respective assets of the Company and its Subsidiaries.





(z)    Pledge of
   Collateral.The grant and perfection of the
   security interests in the Capital Stock of the Borrowers (other than the
   Company) and each of the Subsidiary Guarantors (other than Immaterial
   Subsidiary Guarantors) constituting a portion of the Collateral for the
   benefit of the Agents, the Issuing Banks and the Lenders, as contemplated by
   the terms of the Loan Documents, is not made in violation of the
   registration provisions of the Securities Act, any applicable provisions of
   other federal securities laws, state securities or Blue Sky law,
   foreign securities law, or applicable general corporation law or in
   violation of any other Requirement of Law.





(aa)    Transactions
   with Affiliates.    Schedule 6.01-AAlists, as of
   the Effective Date, each and every existing agreement and arrangement (other
   than pursuant to a Constituent Document or Loan Document which is effective
   as of the Effective Date) that any of the Company or its Subsidiaries has
   entered into with any shareholder of the Company, including any management
   or similar agreement. The Administrative Agent has been provided a true,
   accurate and complete copy of each such existing written agreement or
   arrangement set forth on Schedule 6.01-AAand a true, accurate and
   complete description of each such existing or proposed agreement or
   arrangement set forth in Schedule 6.01-AAthat is not in
   writing.





(bb)    Bank Accounts.
       Schedule 6.01-BBsets forth as of the Effective
   Date all of the Loan Parties Blocked Account Banks and other banks
   where funds are
 from time to time deposited, including the Lockboxes, their addresses and the
   relevant account numbers, and the Blocked Accounts.





(cc)    Government
   Contracts.Except as set forth on Schedule
   6.01-CC:





| | (i)    None of the
     Company, or any of its Subsidiaries or any of their respective Affiliates
     is party to any Contractual Obligation or subject to any Requirement of
     Law as a result of any conflict of interest by, between or among the
     Company, such Subsidiaries or such Affiliates or otherwise that would
     result in the termination of any Material Government Contract or that
     would impose any material limitation on the Companys or such
     Subsidiarys ability to perform such contract or to continue its
     business as presently conducted and proposed to be conducted.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    No payment has
     been made by the Company or any of its Subsidiaries, or by any Person
     authorized to act on their behalf, to any Person in connection with any
     Government Contract of the Company or any such Subsidiary, in violation of
     applicable United States or foreign procurement laws or regulations,
     United States criminal or civil laws relating to bribes or gratuities, or
     in violation of the Foreign Corrupt Practices Act or other Requirements of
     Law.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    With respect to
     each Government Contract (in the case of clause (A)below) and each
     Material Government Contract (in the case of clauses (B) and (C)below) to which the Company or any of its Subsidiaries is a party: (A)
     all representations and certifications executed, acknowledged or set forth
     in or pertaining to such Government Contract were complete and correct in
     all material respects as of their effective date, and the Company and each
     such Subsidiary have complied in all material respects with all such
     representations and certifications; (B) neither the United States
     Government nor any prime contractor, subcontractor or other Person has
     notified the Company or any such Subsidiary, either orally or in writing,
     that the Company or such Subsidiary has breached or violated any material
     Requirement of Law, or any material certificate, representation, clause,
     provision or requirement pertaining to such Government Contract; and (C)
     no termination for default has occurred within the last five (5) years and
     no cure notice or show cause notice is currently in effect pertaining to
     such Government Contract.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    (A) None of the
     Company or any of its Subsidiaries or any of their respective directors,
     officers or employees is (or during the last five (5) years has been)
     under administrative, civil or criminal investigation or indictment by any
     Governmental Authority, with respect to any alleged irregularity,
     misstatement or omission arising under or relating to any Government
     Contract; and (B) during the last five (5) years, none of the Company or
     any of its Subsidiaries has
   conducted or initiated any internal investigation or made a voluntary
     disclosure to the United States Government, with respect to any alleged
     material irregularity, misstatement or omission arising under or relating
     to a Government Contract, except (with respect to such matters occurring
     after the Effective Date) as disclosed to the Lenders.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)    There exist (A)
     no outstanding material claims against the Company or any of its
     Subsidiaries in excess of $10,000,000, either by the United States
     Government or by any prime contractor, subcontractor, vendor or other
     third party, arising under or relating to any Material Government
     Contract; and (B) no material disputes between the Company or any of its
     Subsidiaries and the United States Government under the Contract Disputes
     Act or any other Federal statute or between the Company or any of its
     Subsidiaries and any prime contractor, subcontractor or vendor arising
     under or relating to any such Government Contract that could reasonably be
     expected to result in a liability in excess of $10,000,000.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vi)    None of the
     Company or any of its Subsidiaries or any of their respective directors,
     officers or employees is (or during the last five (5) years has been)
     suspended or debarred from doing business with the United States
     Government or is (or during such period was) the subject of a finding of
     nonresponsibility or ineligibility for United States Government
     contracting.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(dd)    No Impairment.The consummation of the transactions
   contemplated by the Loan Documents will not impair the ownership of or
   rights under (or the license or other right to use, as the case may be) any
   permits and governmental approvals, patents, trademarks, trade names,
   copyrights, technology, know-how or processes by any Company and its
   Subsidiaries in any manner which has or is likely to have a Material Adverse
   Effect.





(ee)    Year 2000
   Problem.The Company has reviewed the areas
   within its business and operations and the business and operations of its
   Subsidiaries which could be adversely affected by, and have developed or are
   developing a program to address on a timely basis, the risk that computer
   applications used by the Company and its Subsidiaries may be unable to
   recognize and properly perform date-sensitive functions involving certain
   dates prior to, and any date after, December 31, 1999.





(ff)    No Unrestricted
   Material Domestic Subsidiary.No Subsidiary that
   is listed on Schedule 1.01.10 is a Material Subsidiary other than
   Subsidiaries organized under the law of a jurisdiction outside of the United
   States of America.





Section 6.2   
    Subsequent Funding Representations and Warranties.In order to induce the Lenders and the Issuing Banks to make
   the Additional Term Loans, the Revolving Loans and the Swing Loans and the
   other financial accommodations to the
 Borrowers and to Issue the Letters of Credit described herein, each Borrower
   hereby represents and warrants to each Lender, each Issuing Bank, and the
   Administrative Agent, on each date as required by Section 5.2(a)or
   the definition of Permitted Acquisition or any other date that the
   representations and warranties are required to be made pursuant to the Loan
   Documents, that (i) each of the statements set forth in Section 6.1(except to the extent that such statements expressly are made only as of
   the Effective Date) are true, correct and complete.





Article
   VII





Reporting
   Covenants





The Borrowers covenant and agree that so long
   as any Commitment is outstanding and thereafter until payment in full of all
   of the Obligations, unless the Requisite Lenders shall otherwise give prior
   written consent thereto:





Section 7.1   
    Financial Statements.The Company shall
   maintain, and shall cause each of its Subsidiaries to maintain, a system of
   accounting established and administered in accordance with sound business
   practices to permit preparation of consolidated and consolidating financial
   statements in conformity with GAAP, and each of the financial statements
   described below shall be prepared from such system and records; provided,
   however,in the event GAAP for purposes of this Article VIIhas
   changed from GAAP as used elsewhere in this Agreement, then prior to any
   amendment of the covenants, standards or terms found in Article IXand Article Xpursuant to Section 13.4, each of the financial
   statements described below shall be accompanied by a statement of
   reconciliation setting forth in appropriate detail the adjustments to the
   numbers and calculations set forth on such statements that would be required
   if GAAP had not changed. The Borrowers shall deliver or cause to be
   delivered to the Administrative Agent and the Lenders:





(a)    Monthly Reports.Within thirty (30) days after the end of each
   fiscal month in each Fiscal Year (or forty-five (45) days in the case of
   each such month ending on the last day of a fiscal quarter), the
   consolidated and, solely in the case of the last month of a fiscal quarter
   (and covering the entire quarter), consolidating balance sheets of the
   Company and its Subsidiaries as at the end of such period and the related
   consolidated and, when applicable, consolidating statements of income, and
   cash flow of the Company and its Subsidiaries, including a comparison of the
   statement of the year to date earnings and cash flow to the corresponding
   statement for the corresponding period from the previous Fiscal Year, and
   the most recently prepared forecasted consolidated balance sheet and
   consolidated statement of earnings and cash flow of the Company and its
   Subsidiaries for and as of the end of such Fiscal Year, and a comparison of
   the statement of year to date earnings and cash flow to the annual operating
   plan, certified by the chief financial officer of the Company as fairly
   presenting the consolidated and consolidating financial position of the
   Company and its Subsidiaries as at the dates
 indicated and the results of their operations and cash flow for the periods
   indicated in accordance with GAAP, subject to normal year end
   adjustments.





(b)    Quarterly
   Reports.Within fifty (50) days after the end of
   each fiscal quarter (other than the last fiscal quarter) in each Fiscal
   Year, the Form 10-Q filed by the Company with the Commission with respect to
   such fiscal quarter.





(c)    Annual Reports.Within ninety-five (95) days after the end of
   each Fiscal Year, (i) reports on Form 10-K of the Company filed with the
   Commission with respect to such Fiscal Year and (ii) audited financial
   statements of the Company and its Subsidiaries reported on by Ernst &
   Young or other independent certified public accountants of recognized
   national standing acceptable to the Requisite Lenders, which report shall be
   unqualified and shall state that such financial statements fairly present
   the consolidated financial position of the Company and its Subsidiaries as
   at the dates indicated and the results of their operations and cash flow for
   the periods indicated in conformity with GAAP applied on a basis consistent
   with prior years (except for changes with which such independent certified
   public accountants shall concur and which shall have been disclosed in the
   notes to the financial statements).





(d)    Officers
   Certificate.Together with each delivery of any
   financial statement pursuant to clauses (a) and (b)of this
   Section 7.1, an Officers Certificate of the Company
   substantially in the form of Exhibit Gattached hereto and made a
   part hereof, signed by the Companys chief financial officer, including
   a compliance certificate (the Compliance Certificate)
   attached as Annex I thereto setting forth calculations for the Leverage
   Ratio (for purposes of determining the Applicable Margin and the Unused
   Commitment Fee Rate) and the Senior Debt Leverage Ratio (for purposes of the
   definition of Change of Control) and demonstrating in reasonable detail
   compliance during and at the end of the applicable accounting period with
   the covenants contained in Article IXand Article
   X.





(e)    Business Plans;
   Financial Projections.Not later than thirty (30)
   days after the end of each Fiscal Year, and containing substantially the
   same types of financial information contained in the Projections, (i) the
   annual business plan of the Company for the next succeeding Fiscal Year,
   (ii) forecasts prepared by management of the Company for each fiscal month
   in the next succeeding Fiscal Year and (iii) forecasts prepared by
   management of the Company for each of the succeeding Fiscal Years through
   the Fiscal Years in which the Additional Term Loan Maturity Date is
   scheduled to occur, in each instance described in clause (ii)and
   clause (iii), containing a consolidated balance sheet, an income
   statement and a consolidated statement of cash flow.





(f)    Accountant
   s Statement.Together with each delivery of
   the financial statements referred to in Section 7.1(c), a written
   statement of the firm of independent certified public accountants referred
   to in such Section giving the report stating (i) that their audit
   examination has included a review of the terms hereof as it relates to
 accounting matters and (ii) whether, in connection with their audit
   examination, any condition or event which constitutes an Event of Default or
   Default with respect to any financial covenant contained in Article Xhas come to their attention, and if such condition or event has come to
   their attention, specifying the nature and period of existence thereof. The
   statement referred to above shall be accompanied by a copy of the management
   letter or any similar report delivered to the Company or to any officer or
   employee thereof by such accountants in connection with such financial
   statements. The Administrative Agent and each Lender may communicate
   directly with such accountants.





Section 7.2    Events
   of Default.Promptly upon any of the chief
   executive officer, chief operating officer, chief financial officer,
   treasurer or controller of any of the Borrowers obtaining knowledge (i) of
   any condition or event which constitutes an Event of Default or Default, or
   becoming aware that any Lender, any Issuing Bank or the Administrative Agent
   has given any written notice with respect to a claimed Event of Default or
   Default under the Loan Documents, (ii) that any Person has given any written
   notice to a Borrower or any Subsidiary of a Borrower or taken any other
   action with respect to a claimed default or event or condition of the type
   referred to in Section 11.1(e)or (iii) of any condition or event
   which has or is reasonably likely to have a Material Adverse Effect or
   materially and adversely affect the value of, or the Administrative Agent
   s interest in, the Collateral, such Borrower shall deliver to the
   Administrative Agent and the Lenders an Officers Certificate
   specifying (A) the nature and period of existence of any such claimed
   default, Event of Default, Default, condition or event, (B) the notice given
   or action taken by such Person in connection therewith and (C) the remedial
   action such Borrower has taken, is taking and proposes to take with respect
   thereto.





Section 7.3    Lawsuits.(i) Promptly upon any Borrower obtaining
   knowledge of the institution of, or written threat of, any action, suit,
   proceeding, governmental investigation, any allegation of defective pricing,
   defective product or services, cost mischarging, or violation of the Cost
   Accounting Standards (48 C.F.R. (S) 9900, et. seq.), any facts which
   would impair the ability of a Borrower to continue to perform Government
   Contracts or to obtain future Government Contracts or arbitration against or
   affecting a Borrower or any of the Borrowers Subsidiaries or any
   Property of such Borrower or any of such Borrowers Subsidiaries not
   previously disclosed pursuant to Section 6.1(k), which action, suit,
   proceeding, governmental investigation or arbitration exposes, or in the
   case of multiple actions, suits, proceedings, governmental investigations or
   arbitrations arising out of the same general allegations or circumstances
   which expose, in such Borrowers reasonable judgment, such Borrower or
   any of such Borrowers Subsidiaries to liability in an amount
   aggregating $5,000,000 or more, or could result in suspension or debarment
   from government contracting, loss of facility clearances for classified
   information, or suspension of export licenses or approvals (whether existing
   or applied for), such Borrower shall give written notice thereof to the
   Administrative Agent and the Lenders and provide such other information as
   may be reasonably available to enable each Lender and the Administrative
   Agent and its counsel
 to evaluate such matters; and (ii) in addition to the requirements set forth
   in clause (i)of this Section 7.3, a Borrower, upon request of
   the Administrative Agent or the Requisite Lenders, shall promptly give
   written notice of the status of any action, suit, proceeding, governmental
   investigation, any allegation of defective pricing, defective products or
   services, or violation of the Cost Accounting Standards, or of any facts
   which would impair the ability of such Borrower to continue to perform
   Government Contracts or to obtain future Government Contracts or arbitration
   covered by a report delivered pursuant to clause (i)above and
   provide such other information as may be reasonably available to it to
   enable each Lender and the Administrative Agent and its counsel to evaluate
   such matters.





Section 7.4   
    Insurance.As soon as practicable and
   in any event within one hundred twenty (120) days of the end of each Fiscal
   Year ending after the Effective Date, the Borrowers shall deliver to the
   Administrative Agent and the Requisite Lenders (i) a report in form and
   substance satisfactory to the Administrative Agent and the Lenders outlining
   all material insurance coverage (including any self-insurance provided by
   the Borrowers) maintained as of the date of such report by the Borrowers and
   their Subsidiaries and the duration of such coverage and (ii) to the extent
   such insurance coverage is not provided by the Borrowers, an insurance broker
   s statement that all premiums then due and payable with respect to
   such coverage have been paid.





Section 7.5    ERISA
   Notices.The Borrowers shall deliver or cause
   to be delivered to the Administrative Agent and the Lenders, at the Borrowers
    expense, the following information and notices as soon as reasonably
   possible, and in any event:





| | (i)    within ten (10)
     Business Days after any Borrower or any ERISA Affiliate knows or has
     reason to know that a Termination Event has occurred, a written statement
     of the chief financial officer of such Borrower describing such
     Termination Event and the action, if any, which such Borrower or any ERISA
     Affiliate has taken, is taking or proposes to take with respect thereto,
     and when known, any action taken or threatened by the IRS, DOL or PBGC
     with respect thereto;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    within ten (10)
     Business Days after any Borrower or any ERISA Affiliate knows or has
     reason to know that a prohibited transaction (defined in Sections 406 of
     ERISA and 4975 of the Internal Revenue Code) has occurred that could
     reasonably be expected to result in excise tax liability in excess of
     $1,000,000, a statement of the chief financial officer of such Borrower
     describing such transaction and the action which such Borrower or any
     ERISA Affiliate has taken, is taking or proposes to take with respect
     thereto;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    within ten (10)
     Business Days after filing thereof with the DOL, IRS, or PBGC, copies of
     each annual report (form 5500 series), including Schedule B thereto, filed
     with the IRS with respect to each Benefit Plan (or notice
   to the Administrative Agent that copies of such report are available to the
     Administrative Agent and the Lenders upon their request
     therefor);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    within ten (10)
     Business Days after receipt by any Borrower or any ERISA Affiliate of each
     actuarial report for any Benefit Plan or Multiemployer Plan and each
     annual report for any Multiemployer Plan, copies of each such report (or
     notice to the Administrative Agent that copies of such report are
     available to the Administrative Agent and the Lenders upon their request
     therefor);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)    within ten (10)
     Business Days after the filing thereof with the IRS, a copy of each
     funding waiver request filed with respect to any Benefit Plan and all
     communications received by any Borrower or any ERISA Affiliate with
     respect to such request;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vi)    within ten (10)
     Business Days after the occurrence thereof, notification of any increase
     in the benefits of any existing Benefit Plan or the establishment of any
     new Benefit Plan or the commencement of contributions to any Benefit Plan
     to which any Borrower or any ERISA Affiliate was not previously
     contributing;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vii)    within ten (10)
     Business Days after receipt by any Borrower or any ERISA Affiliate of the
     PBGCs intention to terminate a Benefit Plan or to have a trustee
     appointed to administer a Benefit Plan, copies of each such
     notice;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (viii)    within ten
     (10) Business Days after receipt by any Borrower or any ERISA Affiliate of
     any unfavorable determination letter from the IRS regarding the
     qualification of a Plan under Section 401(a) of the Internal Revenue Code,
     copies of each such letter;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ix)    within ten (10)
     Business Days after receipt by any Borrower or any ERISA Affiliate of a
     notice from a Multiemployer Plan regarding the imposition of withdrawal
     liability, copies of each such notice;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (x)    within ten (10)
     Business Days after any Borrower or any ERISA Affiliate fails to make a
     required installment or any other required payment under Section 412 of
     the Internal Revenue Code on or before the due date for such installment
     or payment, a notification of such failure;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (xi)    within ten (10)
     Business Days after any Borrower or any ERISA Affiliate knows or has
     reason to know (a) a Multiemployer Plan has been terminated, (b) the
     administrator or plan sponsor of a Multiemployer Plan intends to terminate
     a Multiemployer Plan or (c) the PBGC has instituted or shall institute
     proceedings under Section 4042 of ERISA to terminate a Multiemployer
     Plan;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (xii)    within ten (10)
     Business Days after receipt by any Borrower of a written notice from the
     Administrative Agent, copies of any Foreign Employee Benefit Plan and
     related documents, reports and correspondence as requested by the Lenders
     in such notice; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (xiii)    within ten
     (10) Business Days after any Borrower or any ERISA Affiliate has amended a
     Benefit Plan, resulting in an increase in current liability for the plan
     year such that such Borrower or any ERISA Affiliate is required to provide
     security under Section 401(a)(29) of the Internal Revenue Code, copies of
     such amendment.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




For purposes of this
   Section 7.5, the Borrowers and any ERISA Affiliate shall be deemed to
   know all facts known by the administrator of any Plan of which a Borrower or
   any ERISA Affiliate is the plan sponsor.





Section 7.6   
    Environmental Notices.(a)  
     The Borrowers shall notify the Administrative Agent and the
   Lenders in writing, promptly and in any event within ten (10) Business Days
   upon any Borrowers learning thereof, of any:





| | (i)    notice or claim
     by a Governmental Authority or any third party to the effect that a
     Borrower or any of such Borrowers Subsidiaries is or may be liable
     to any Person, or is subject to an investigation by a Governmental
     Authority, relating to a material Release or threatened Release of any
     Contaminant into the environment;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    notice that any
     Property of a Borrower or any of such Borrowers Subsidiaries is
     subject to an Environmental Lien;
| | ------------------------------------------------------------------------------------------------------------------------------------




| | (iii)    commencement or
     threat of any judicial or administrative proceeding alleging a material
     violation by a Borrower or any of such Borrowers Subsidiaries of any
     Environmental, Health or Safety Requirement of Law;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)    new and material
     changes to any existing Environmental, Health or Safety Requirement of Law
     that would or could reasonably be expected to have a Material Adverse
     Effect; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)    any intent to
     execute an agreement, letter of intent or commitment to acquire stock,
     assets or real estate, or to lease property, or to take any other action
     by a Borrower or any of its Subsidiaries that would subject such Borrower
     or any of such Borrowers Subsidiaries to environmental, health or
     safety Liabilities and Costs that would or could reasonably be expected to
     have a Material Adverse Effect.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)On January
   31 of each calendar year, commencing on January 31, 1999, the Borrowers
   shall submit to the Administrative Agent and the Lenders a report
 prepared by the appropriate officers of the Borrowers summarizing the status
   of any environmental, health or safety non-compliance, hazard or liability
   issues identified in notices required pursuant to Section 7.6(a),disclosed on Schedule 6.01-Qor identified in any notice or
   report required herein.





Section 7.7    Labor
   Matters.Each Borrower shall notify the
   Administrative Agent and the Lenders in writing, promptly after such
   Borrower knows thereof, of (i) any material labor dispute to which such
   Borrower or any of its Subsidiaries is or may become a party, including any
   strikes, lockouts or other disputes relating to such Persons plants
   and other facilities and (ii) any Worker Adjustment and Retraining
   Notification Act or related liability incurred with respect to the closing
   of any plant or other facility of such Persons.





Section 7.8   
    Government Contracts.Each Borrower
   shall notify the Administrative Agent and the Lenders in writing, promptly
   after such Borrower knows thereof, of (a) any loss or threatened loss of the
   security clearances referenced in Section 8.15(b) unless disclosure thereof
   is prohibited by any Requirement of Law, (b) any termination of any
   Government Contract for default, (c) any termination of any Material
   Government Contract for convenience, (d) any notice of suspension, proposed
   debarment, or debarment from government contracting and (e) any failure of
   such Borrower or any Subsidiary of such Borrower to be awarded the subject
   Government Contract in the event of any re- bid with respect to
   any Material Government Contract.





Section 7.9    Public
   Filing and Reports.Promptly upon the filing
   thereof with the Commission or the mailing thereof to the public
   shareholders of debt holders of the Company generally, the Company shall
   deliver to the Lenders copies of all filings or reports made in connection
   with outstanding Indebtedness and Capital Stock of the Company, including
   all SEC Documents.





Section 7.10    Other
   Information.Promptly upon receipt of a
   request therefor from the Administrative Agent, the Borrowers shall prepare
   and deliver to the Administrative Agent and the Lenders such other
   information with respect to the Borrowers, any of the Borrowers
   Subsidiaries or the Collateral including schedules identifying and
   describing the collateral and any dispositions thereof, as from time to time
   may be reasonably requested by the Administrative Agent.





Article
   VIII





Affirmative
   Covenants





The Borrowers covenant and agree that so long
   as any Commitment is outstanding and thereafter until payment in full of all
   of the Obligations, unless the Requisite Lenders shall otherwise give prior
   written consent:





Section 8.1   
    Corporate Existence, Etc.Each of the
   Borrowers shall, and each Borrower shall cause each of its Restricted
   Subsidiaries to, at all times maintain their respective corporate existence
   and preserve and keep, or cause to be preserved and kept, in full force and
   effect their respective rights and franchises material to their respective
   businesses except where the Board of Directors of such Borrower or such
   Borrowers Restricted Subsidiary (as applicable) determines that the
   maintenance or preservation of such rights and franchises is not in the best
   interest of such Borrower or such Borrowers Subsidiary (as
   applicable), or in the case of Restricted Subsidiaries that are Immaterial
   Subsidiary Guarantors or that are not Loan Parties, the Board of Directors
   of the Company determines that the preservation of the corporate existence
   of such Subsidiary is not in the best interest of the Company and its
   Subsidiaries, and the failure to so maintain or preserve would not have or
   be reasonably likely to have a Material Adverse Effect.





Section 8.2   
    Corporate Powers; Conduct of Business, Etc.Each of the Borrowers shall, and shall cause each of such
   Borrowers Subsidiaries to, qualify and remain qualified to do business
   in each jurisdiction in which the nature of its business requires it to be
   so qualified and where the failure to be so qualified would have or would be
   likely to have a Material Adverse Effect.





Section 8.3   
    Compliance with Laws, Etc.Each the
   Borrowers shall, and shall cause each of such Borrowers Subsidiaries
   to, (a) comply with all Requirements of Law and all restrictive covenants
   affecting such Person or the business, Property, assets or operations of
   such Person and (b) obtain as needed all Permits necessary for such Person
   s operations and maintain such Permits in good standing, except, in
   each case, where the failure to do so would not have or be reasonably likely
   to have a Material Adverse Effect.





Section 8.4    Payment
   of Taxes and Claims; Tax Consolidation.Each
   of the Borrowers shall, and shall cause each of such Borrowers
   Subsidiaries to, pay (a) all taxes, assessments and other governmental
   charges imposed upon it or on any of its Property or assets or in respect of
   any of its franchises, business, income or Property before any penalty or
   interest for late payment (except as such penalty or interest relates to
   underpayment of estimated tax payments) accrues thereon and (b) all claims
   (including claims for labor, services, materials and supplies) for sums
   which have become due and payable and which by law have or may become a Lien
   (other than a Lien permitted by Section 9.3) upon any of such Borrower
   s or such Subsidiarys Property or assets, prior to the time when
   any penalty or fine shall be incurred with respect thereto; provided,
   however, that no such taxes, assessments and governmental charges
   referred to in clause (a)above or claims referred to in clause
   (b)above are required to be paid if being contested in good faith by
   such Borrower or such Subsidiary, as the case may be, by appropriate
   proceedings diligently instituted and conducted and without danger of any
   material risk to the Collateral and if such reserve or other appropriate
   provision, if any, as shall be required in conformity with GAAP shall have
   been made therefor. No Borrower
 shall, nor shall any Borrower permit any of such Borrowers Subsidiaries
   to, file or consent to the filing of any consolidated income tax return with
   any Person (other than the Company and its Subsidiaries).





Section 8.5   
    Insurance.Each Borrower 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 6.01-Yor substantially similar policies and
   programs or other policies and programs as are acceptable to the
   Administrative Agent. Each certificate and policy of the Company and its
   Subsidiaries (i) relating to Property damage, boiler and machinery and/or
   business interruption coverage shall contain an endorsement, in form and
   substance acceptable to the Administrative Agent, showing loss payable to
   the Administrative Agent, for the benefit of the Agents, the Issuing Banks
   and the Lenders and providing that no act, whether willful or negligent, or
   default of such Borrower, any of its Subsidiaries or any other Person shall
   affect the right of the Administrative Agent to recover under such policy or
   policies of insurance in case of loss or damage and (ii) relating to
   coverages other than the foregoing shall contain an endorsement naming the
   Administrative Agent as an additional insured under such policy. Such
   endorsement or an independent instrument furnished to the Administrative
   Agent shall provide that the insurance companies shall give the
   Administrative Agent at least thirty (30) days written notice before
   any such policy or policies of insurance shall be canceled or altered
   adversely to the interests of the Administrative Agent, the Issuing Banks
   and the Lenders. In the event that any Borrower 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, then the Administrative Agent, without waiving or
   releasing any obligations or resulting Event of Default hereunder, may at
   any time or times thereafter (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 Administrative Agent
   deems advisable. All sums so disbursed by the Administrative Agent shall
   constitute Protective Advances and be part of the Obligations, payable as
   provided herein.





Section 8.6   
    Inspection of Property; Books and Records; Discussions.(a) Each Borrower shall permit, and shall cause each of
   such Borrowers Subsidiaries to permit, any authorized
   representative(s) designated by the Administrative Agent or any Lender to
   visit and inspect any of the Properties of such Borrower or such Subsidiary,
   to examine, audit, check and make copies of their respective financial and
   accounting records, books, journals, orders, receipts and any correspondence
   and other data relating to their respective businesses or the transactions
   contemplated hereby and by the Loan Documents (including, in connection with
   environmental compliance, hazard or liability), and to discuss their
   affairs, finances and accounts with their officers and independent certified
   public accountants, upon reasonable notice and at such times during normal
   business hours, as often as may be reasonably requested. All costs and
   expenses incurred by the Administrative Agent or, after the occurrence and
   during the continuance of any
 Default or Event of Default, any Lender, in each case as a result of such
   inspection, audit or examination conducted pursuant to this Section 8.6shall be paid by the Borrowers.





(b)Each
   Borrower shall keep and maintain, and shall cause such Borrowers
   Subsidiaries to keep and maintain, in all material respects proper books of
   record and account in which entries in conformity with GAAP shall be made of
   all dealings and transactions in relation to their respective businesses and
   activities, including transactions and other dealings with respect to the
   Collateral. If an Event of Default has occurred and is continuing, the
   Borrowers, upon the Administrative Agents request, shall promptly turn
   over true, correct and complete copies of all such records to the
   Administrative Agent or any of its representatives.





Section 8.7   
    Insurance and Condemnation Proceeds.Each Borrower hereby directs (and, if applicable, shall cause
   its Restricted Subsidiaries to direct) all insurers under policies of
   Property damage, boiler and machinery and business interruption insurance
   and payers of any condemnation claim or award relating to the Property to
   pay all proceeds payable under such policies or with respect to such claim
   or award for any loss directly to the Administrative Agent, for the benefit
   of the Agents, the Issuing Banks and the Lenders, and in no case to any
   Borrower or one or more of their Restricted Subsidiaries. The Administrative
   Agent shall, upon receipt of such proceeds hold such proceeds as Cash
   Collateral for the Obligations; provided, however,that any such
   proceeds (a) which are part of payments with respect to a particular claim
   under such policies which payments do not exceed $1,000,000 in the aggregate
   and (b) which do not exceed $2,500,000 when aggregated with all other such
   proceeds received during the then current Fiscal Year by the Administrative
   Agent, shall be transferred by the Administrative Agent to the applicable
   Borrower so long as no Default or Event of Default has occurred and is
   continuing. To the extent proceeds are not transferred to such Borrower
   pursuant to the proviso in the preceding sentence, for up to 180 days from
   the date of any loss (the Decision Period), such Borrower
   may notify the Administrative Agent that it intends to restore, rebuild or
   replace the Property subject to the receipt of any insurance payment or
   condemnation award and shall, as soon as practicable thereafter, provide the
   Administrative Agent detailed information, including a construction schedule
   and cost estimates. Should such Borrower notify the Administrative Agent
   that it has decided not to rebuild or replace such Property during the
   Decision Period, or should such Borrower fail to notify the Administrative
   Agent of such Borrowers decision during the Decision Period, then the
   amounts held as Cash Collateral shall automatically be applied as a
   mandatory prepayment of the Loans pursuant to Section 3.1(b)(i)and
   Section 3.1(b)(iv). Proceeds held as Cash Collateral shall be
   disbursed as construction payments become due; provided, however,should an Event of Default occur after such Borrower has notified the
   Administrative Agent that it intends to rebuild or replace the Property, the
   Cash Collateral may, at the Administrative Agents discretion, or
   shall, upon the Requisite Lenders direction, be applied as a mandatory
   prepayment of the Loans pursuant to Section 3.1(b)(i)and Section
   3.1(b)(iv). Upon completion of the restoration, rebuilding or
   replacement of such Property, the unused
 proceeds held as Cash Collateral shall constitute Net Cash Proceeds and shall
   be applied as a mandatory prepayment of the Loans pursuant to Section
   3.1(b)(i)and Section 3.1(b)(iv).





Section 8.8    ERISA
   Compliance.Each Borrower shall, and shall
   cause each of such Borrowers Subsidiaries to, establish, maintain and
   operate all Plans to comply with the provisions of ERISA, the Internal
   Revenue Code, all other applicable laws, and the regulations and
   interpretations thereunder and the respective requirements of the governing
   documents for such Plans to the extent that failure to comply with such
   provisions, regulations, interpretations and requirements have a Material
   Adverse Effect.





Section 8.9    Foreign
   Employee Benefit Plan Compliance.Each
   Borrower shall, and shall cause each of such Borrowers Subsidiaries
   to, establish, maintain and operate all Foreign Employee Benefit Plans to
   comply in all material respects with all laws, regulations and rules
   applicable thereto and the respective requirements of the governing
   documents for such Plans to the extent that failure to comply with such
   laws, regulations, rules and requirements would have a Material Adverse
   Effect.





Section 8.10   
    Maintenance of Property.Each Borrower
   shall cause all Property used or useful in the conduct of its business or
   the business of any Restricted Subsidiary of such Borrower to be maintained
   and kept in good condition, repair and working order and supplied with all
   necessary equipment and shall cause to be made all necessary repairs,
   renewals, replacements, betterments and improvements thereof; provided,
   however,that nothing in this Section shall prevent such Borrower from
   discontinuing the operation or maintenance of any of such Property if such
   discontinuance (i) is, in the judgment of such Borrower, necessary or
   appropriate in the conduct of its business or the business of any
   Subsidiary, (ii) is not disadvantageous to the Agents, the Issuing Banks or
   the Lenders and (iii) could not reasonably be expected to have a Material
   Adverse Effect.





Section 8.11   
    Condemnation.Immediately upon learning
   of the institution of any proceeding for the condemnation or other taking of
   any of the owned or leased Real Property of a Borrower or any of its
   Restricted Subsidiaries, such Borrower shall notify the Administrative Agent
   of the pendency of such proceeding, and permit the Administrative Agent to
   participate in any such proceeding, and from time to time shall deliver to
   the Administrative Agent all instruments reasonably requested by the
   Administrative Agent to permit such participation.





Section 8.12    Notice
   of Leaseholds; Future Liens on Real Property.At least fifteen (15) Business Days prior to the entering into
   of any Lease with respect to (a) the principal place of business and chief
   executive office of a Borrower or any Guarantor or (b) which the annual
   rental payments thereunder are anticipated to equal or exceed $1,000,000 or
   the acquisition of any material Real Property, such Borrower shall, and
 shall cause its Subsidiaries to, provide the Administrative Agent written
   notice thereof. Upon written request of the Administrative Agent, each
   Borrower shall, and shall cause each Subsidiary Guarantor that is party to a
   Subsidiary Guarantor Security Agreement to, execute and deliver to the
   Administrative Agent, for the benefit of the Administrative Agent, the
   Issuing Banks and the Lenders, immediately upon the acquisition of any Real
   Property (other than Real Property acquired with the proceeds of
   Indebtedness permitted by Section 9.1(h)and subject to a Lien
   permitted by Section 9.3(d)) a mortgage, deed of trust, assignment or
   other appropriate instrument evidencing a Lien upon any such Real Property,
   together with such title policies, certified surveys, and local counsel
   opinions with respect thereto and such other agreements, documents and
   instruments which the Administrative Agent deems necessary or desirable, the
   same to be in form and substance satisfactory to the Administrative Agent
   and to be subject only to (i) Liens permitted under Section 9.3and
   (ii) such other Liens as the Administrative Agent may reasonably approve.
   ITC agrees to deliver the documents, instruments, title policy and survey
   referred to in the preceding sentence with respect to the Real Property
   located in Los Angeles County, California (the Wilmington Remediation
   Services Property), which property is subject to an option to purchase
   arrangement in favor of another Person, on the earlier to occur of (x)
   eighteen months after February 25, 1998 and (y) 60 days after the
   termination of such option arrangement.





Section 8.13   
    Guaranties; Future Liens on Personal Property.





(a)The Company
   shall cause (i) each of its Subsidiaries required under the terms of the
   Indenture to guarantee the Senior Subordinated Notes to become party to a
   Subsidiary Guaranty and (ii) each of its Material Subsidiaries to become
   party to a Subsidiary Guaranty substantially in the form of Exhibit Chereto and to provide to the Administrative Agent, for the benefit of
   the Agents, the Issuing Banks, the Lenders and the other Holders, a Lien
   upon the personal Property located in the United States of such Material
   Subsidiary, pursuant to a security agreement substantially in the form of a
   Subsidiary Guarantor Security Agreement, together with such other
   agreements, documents, instruments and opinions of counsel which the
   Administrative Agent deems necessary or desirable, and which Lien shall be
   subject only to Liens permitted by Section 9.3and such other Liens
   as the Administrative Agent may reasonably approve.





(b)The Company
   shall cause each Borrower that becomes a Borrower after the Effective Date
   (i) to enter into a Guaranty substantially in the form of a Borrower
   Guaranty and (ii) to provide to the Administrative Agent, for the benefit of
   the Agents, the Issuing Banks, the Lenders and the other Holders, a Lien
   upon the personal Property located in the United States of such Borrower,
   pursuant to a security agreement substantially in the form of a Borrower
   Security Agreement, together with such other agreements, documents,
   instruments and opinions of counsel which the Administrative Agent deems
   necessary or desirable, and which Lien shall be subject only to Liens
   permitted by Section 9.3and such other Liens as the Administrative
   Agent may reasonably approve. In addition, each Borrower shall pledge 100%
   of the Capital Stock
 held by such Borrower in any Restricted Subsidiary (but in no event, in the
   case of a Subsidiary of such Borrower organized under the laws of a
   jurisdiction outside of the United States, greater than 65% of the
   outstanding Voting Stock of such Restricted Subsidiary) or in any Permitted
   Joint Venture created by such Borrower after the Effective Date, pursuant to
   the Borrower Pledge Agreement to which it is a party or a pledge agreement
   substantially in the form of the Borrower Pledge Agreement, together with
   such other agreements, documents, instruments and opinions of counsel which
   the Administrative Agent reasonably deems necessary or
   desirable.





Section 8.14   
    Environmental Compliance.Each Borrower
   and each Borrowers Subsidiaries shall comply in all material respects
   with all Environmental, Health or Safety Requirements of Law.





Section 8.15   
    Government Contracts.(a)  
     With respect to all Material Government Contracts in effect on
   the Effective Date, and within thirty (30) days after entering into any such
   Government Contract after the Effective Date, as applicable, each Borrower
   shall, or, if applicable, shall cause the Subsidiary Guarantors to, execute
   and deliver to the Administrative Agent all documents, in form and substance
   reasonably satisfactory to the Administrative Agent, and take all such other
   action (other than the transmittal of the notice of assignment to the United
   States Government) reasonably required by the Administrative Agent to assign
   all Receivables arising thereunder to the Administrative Agent pursuant to
   the Assignment of Claims Act of 1940, as amended (the Assignment of
   Claims Act) and, upon the occurrence and during the continuance of
   a Default or Event of Default, the Administrative Agent may, and shall at
   the direction of the Requisite Lenders, transmit notice of such assignment
   received by it to the United States Government.





(b)Each
   Borrower shall, or if applicable shall cause the Subsidiary Guarantors to,
   apply for and/or maintain all facility security clearances and personnel
   security clearances required of such Borrower or such Subsidiary Guarantor
   under all Requirements of Law and all Permits to enable it perform and
   deliver under its Government Contracts and as otherwise may be necessary to
   continue to perform such Borrowers or Subsidiary Guarantors
   businesses.





Section 8.16   
    Required Interest Rate Contracts.Set
   forth on Schedule 8.16are Interest Rate Contracts in effect in
   respect of the Company covering a notional amount of at least forty percent
   (40%) of the maximum amount of the Term Loans and Revolving Loans borrowed
   on June 11, 1998. Such Interest Rate Contracts shall remain on terms
   reasonably acceptable to the Administrative Agent, shall be purchased from a
   Lender or an Affiliate of a Lender and which Interest Rate Contracts and
   shall continue to cover a notional amount of at least forty percent (40%) of
   the maximum amount of the Term Loans and Revolving Loans borrowed on June
   11, 1998 for a period of three (3) years after June 11, 1998. After such
   three (3) year period, such Borrower shall enter into such Interest Rate
   Contracts as the Administrative Agent may
 reasonably request on terms (including tenor) reasonably acceptable to the
   Administrative Agent which shall be purchased from a Lender or an Affiliate
   of a Lender and which Interest Rate Contracts shall cover a notional amount
   of up to forty percent (40%) of the sum of the Term Loans outstanding at
   such time and the average outstanding balance of the Revolving Loans for the
   previous 90 days until such time as the Leverage Ratio equals or is less
   than 2.5 to 1. The Company shall determine to its own satisfaction whether
   such Interest Rate Contracts are sufficient to provide protection and to
   meet its needs and none of the Administrative Agent, the Issuing Banks or
   the Lenders shall have any obligation or accountability with respect thereto
   or any obligation to propose, quote or enter into any Interest Rate Contract
   except pursuant to such Interest Rate Contract.





Article
   IX





Negative
   Covenants





Each Borrower covenants and agrees that it
   shall comply, and cause its Subsidiaries to comply, with the following
   covenants so long as any Commitment is outstanding and thereafter until
   payment in full of all of the Obligations, unless (except as otherwise
   provided below) the Requisite Lenders shall otherwise give prior written
   consent thereto:





Section 9.1   
    Indebtedness.None of the Borrowers or
   any of the Restricted Subsidiaries shall directly or indirectly create,
   incur, assume or otherwise become or remain directly or indirectly liable
   with respect to any Indebtedness, except:





| | (a)the
     Obligations (but excluding, unless permitted pursuant to Section
     9.1(h), Interest Rate Contracts and foreign exchange
     contracts);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)Indebtedness in respect of Transaction Costs;
| | ------------------------------------------------




| | (c)Permitted Existing Indebtedness;
| | -----------------------------------




| | (d)Indebtedness constituting Accommodation Obligations permitted by
     Section 9.5;
| | -------------------------------------------------------------------------------------




| | (e)Indebtedness in respect of Capital Leases and purchase money
     Indebtedness incurred by a Borrower or a Restricted Subsidiary to finance
     the acquisition of fixed assets in an outstanding principal amount not to
     exceed $25,000,000 in the aggregate at any time, and Indebtedness incurred
     by a Borrower or a Restricted Subsidiary to refinance such Capital Leases
     and purchase money Indebtedness; provided, however,that the
     Capital Expenditure related thereto is otherwise permitted by Section
     10.5;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (f)Indebtedness under (i) appeal bonds in connection with judgments
     which do not result in an Event of Default or Default or any other breach
   hereunder and (ii) surety, performance and bid bonds acquired in the
     ordinary course of business;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (g)Indebtedness arising from intercompany loans (i) from the
     Company to any Subsidiary of the Company that is a Loan Party (other than
     an Immaterial Subsidiary Guarantor) or from any such Loan Party to the
     Company or any other such Loan Party and (ii) from the Loan Parties (other
     than from Immaterial Subsidiary Guarantors) to other Subsidiaries of the
     Company that are Immaterial Subsidiary Guarantors or that are not Loan
     Parties and to Permitted Joint Ventures to the extent the Investment by
     the Loan Parties (other than Immaterial Subsidiary Guarantors) in such
     loans is permitted pursuant to Section 9.4(d)(iii);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (h)Indebtedness in respect of Interest Rate Contracts and in
     respect of foreign exchange contracts so long as (i) the Indebtedness
     thereunder receives hedge accounting treatment in
     accordance with the regulations promulgated by the Commission and staff
     interpretations thereof and (ii) such Interest Rate Contracts and foreign
     exchange contracts are not entered into for speculative purposes;
     and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (i)Permitted Subordinated Indebtedness incurred pursuant to
     clauses (i), (iii) and (iv)of the definition thereof;
| | ----------------------------------------------------------------------------------------------------------------------




| | (j)Indebtedness (i) in respect of earn-outs incurred in connection
     with Permitted Acquisitions and (ii) assumed or otherwise incurred in
     connection with Permitted Acquisitions in an principal amount not to
     exceed $25,000,000 in the aggregate at any time; provided, however,that any such Indebtedness in excess of a principal amount of
     $12,500,000 incurred pursuant to this clause (ii)shall be
     subordinated to the obligations on terms satisfactory to the Agents, and
     is otherwise on terms acceptable to the Agents; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (k)Unsecured Indebtedness not otherwise permitted under this
     Section 9.1in an outstanding principal amount not to exceed
     $5,000,000 in the aggregate at any time.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Section 9.2    Sales of
   Assets.None of the Borrowers or any of the
   Restricted Subsidiaries shall sell, assign, transfer, lease, convey or
   otherwise dispose of any Property, whether now owned or hereafter acquired,
   or any income or profits therefrom, or enter into any agreement to do so,
   except:





| | (a)the
     sale of inventory in the ordinary course of business;
| | -----------------------------------------------------------------




| | (b)sales
     of assets outside of the ordinary course of business or sales of equipment
     that is obsolete or no longer useful in the ordinary course of such
   Borrowers or such Subsidiarys business not in excess of
     $5,000,000 in the aggregate in any Fiscal Year;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)assignments and licenses of intellectual property of such
     Borrower in the ordinary course of business; and
| | ------------------------------------------------------------------------------------------------------------------




| | (d)sales
     of assets pursuant to Sale and Leaseback Transactions permitted pursuant
     to Section 9.10(a).
| | ---------------------------------------------------------------------------------------------------------------




Section 9.3    Liens.None of the Borrowers or any of the
   Restricted Subsidiaries shall directly or indirectly create, incur, assume
   or permit to exist any Lien on or with respect to any of their respective
   Property or assets except:





| | (a)Liens
     created by the Loan Documents;
| | --------------------------------------------




| | (b)Permitted Existing Liens;
| | ----------------------------




| | (c)Customary Permitted Liens;
| | -----------------------------




| | (d)purchase money Liens granted by such Borrower (including the
     interest of a lessor under a Capital Lease and Liens to which any Property
     is subject at the time of such Borrowers acquisition thereof)
     securing Indebtedness permitted under Section 9.1(e)and limited in
     each case to the property purchased with the proceeds of such purchase
     money Indebtedness or subject to such lease;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (e)any
     attachment or judgment Lien the existence of which does not constitute an
     Event of Default under Section 11.1(h); and
| | --------------------------------------------------------------------------------------------------------------------------------------




| | (f)Liens
     on the assets of Roche Ltee Groupe Counseil securing Indebtedness
     permitted under Section 9.1(j)(ii); provided, however, that such
     Indebtedness does not exceed a principal amount of CN$2,000,000 at any
     time.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Section 9.4   
    Investments.None of the Borrowers or
   any of the Borrowers Subsidiaries shall directly or indirectly make or
   own any Investment except:





| | (a)Investments in Cash Collateral pledged to the Administrative
     Agent or deposited in the Concentration Account in accordance with the
     terms hereof;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)Permitted Existing Investments;
| | ----------------------------------




| | (c)Investments received in connection with the bankruptcy or
     reorganization of suppliers and customers and in settlement of delinquent
     obligations of, and other disputes with, customers and suppliers arising
     in the ordinary course of business;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d)Investments by (i) the Company in any Subsidiary of the Company
     that is a Loan Party (other than an Immaterial Subsidiary Guarantor) or by
     any such Loan Party in the Company or in any other such Loan Party, (ii)
     the Loan Parties (other than the Immaterial Subsidiary Guarantors) in
     connection with a Permitted Acquisition and (iii) the Loan Parties (other
     than the Immaterial Subsidiary Guarantors) in other Subsidiaries of the
     Company that are Immaterial Subsidiary Guarantors or that are not Loan
     Parties or in Permitted Joint Ventures, which Investments shall not cause
     (together with any Accommodation Obligations made pursuant to Section
     9.5(d)and any Permitted Acquisitions made pursuant to clause (iii) of
     the definition thereof) the Maximum Subsidiary/Joint Venture Investment
     Amount to exceed $40,000,000 in the aggregate at any time; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (e)Investments in Cash Equivalents held in a securities account of
     the Administrative Agent or another financial institution; provided,
     however,that the Administrative Agent shall have obtained a first
     priority Lien on such securities account and the financial assets
     contained therein.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Section 9.5   
    Accommodation Obligations.None of the
   Borrowers or any of the Restricted Subsidiaries shall directly or indirectly
   create or become or be liable with respect to any Accommodation Obligation,
   except:





| | (a)Permitted Existing Accommodation Obligations;
| | ------------------------------------------------




| | (b)Accommodation Obligations arising under the Loan Documents and
     the other Transaction Documents (as defined in the Original Credit
     Agreement);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)obligations, warranties and indemnities, not with respect to
     Indebtedness of any Person, which have been or are undertaken or made in
     the ordinary course of business and not for the benefit of or in favor of
     an Affiliate of the Borrowers or any of the Borrowers
     Subsidiaries;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d)Accommodation Obligations of (i) the Company in respect of any
     Subsidiary of the Company that is a Loan Party (other than an Immaterial
     Subsidiary Guarantor) or of any such Loan Party in respect of the Company
     or any other such Loan Party or (ii) the Loan Parties (other than the
     Immaterial Subsidiary Guarantors) in respect of any other Subsidiary of
     the Company that is an Immaterial Subsidiary Guarantor or that is not a
     Loan Party or of any Permitted Joint Venture, which Accommodation
     Obligations shall not cause (together with any Investments made pursuant
     to Section 9.4(d)and any Permitted Acquisitions made pursuant to
     clause (iii)of the definition thereof) the Maximum
     Subsidiary/Joint Venture Investment Amount to exceed $40,000,000 in the
     aggregate at any time; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (e)Accommodation Obligations of any Subsidiary of such Borrower in
     respect of obligations of such Borrower.
| | ----------------------------------------------------------------------------------------------------------------




Section 9.6   
    Restricted Junior Payments.None of the
   Borrowers or any of the Restricted Subsidiaries shall declare or make any
   Restricted Junior Payment, except:





| | (a)regularly scheduled cash dividends on the Preferred
     Stock;
| | ------------------------------------------------------------------




| | (b)regularly scheduled payments of interest and principal (and
     payments in respect of fractional shares and other cash payments required
     to be paid upon conversion of the 8% Debentures into Company Common Stock)
     and on the Permitted Subordinated Indebtedness if such payments are
     permitted to be made pursuant to the terms of such Permitted Subordinated
     Indebtedness;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




provided, however,(i) that the Restricted Junior Payments described above shall not be
   permitted if either (A) in the case of Restricted Junior Payments described
   in clause (a)above, an Event of Default or Default shall have
   occurred and be continuing at the date of declaration or payment thereof or
   would result therefrom or (B) such Restricted Junior Payment is prohibited
   under the terms of any Indebtedness of such Borrower and (ii) to the extent
   the Company is entitled to pay in kind any dividends on the Preferred Stock
   (other than that portion thereof required to be paid in cash directly to any
   Governmental Authority as a withholding tax), the Company shall pay such
   dividends in kind and not in cash.





Section 9.7    Conduct
   of Business; Subsidiaries; Permitted Acquisitions.Except in connection with a Permitted Acquisition, neither the
   Company nor any of the Restricted Subsidiaries shall engage in any business
   other than the businesses engaged in by such Borrower on the date hereof and
   any business or activities which are substantially similar or complementary
   thereto. The Company shall not create, capitalize or acquire any Subsidiary
   or Permitted Joint Venture after the date hereof except in connection with
   (i) a Permitted Acquisition or (ii) in connection with the designation of an
   Unrestricted Subsidiary. The Company and the Restricted Subsidiaries shall
   not enter into any transaction or series of transactions in which it
   acquires all or any significant portion of the assets of another Person
   except for Permitted Acquisitions made by such Borrower and Subsidiaries of
   such Borrower. Notwithstanding anything in this Agreement to the contrary,
   neither the Company nor any Subsidiary of the Company shall engage in the
   business of owning or operating (as the principal licensee) any facility
   principally involved in the on-going commercial disposal of
   hazardous waste (as defined under the Solid Waste
   Disposal Act, 42 U.S.C. (S)(S) 6901 et seq., as amended, and any successor
   statute).





Section 9.8   
    Transactions with Shareholders and Affiliates.None of the Company or any of its Restricted Subsidiaries
   shall directly or indirectly enter into or
 permit to exist any transaction (including the purchase, sale, lease or
   exchange of any property or the rendering of any service) with any holder or
   holders of more than five percent (5%) of any class of equity Securities of
   a Borrower, or with any Affiliate of a Borrower which is not a Restricted
   Subsidiary on terms that are less favorable to such Borrower or any such
   Restricted Subsidiary, as applicable, than those that could be obtained in
   an arms length transaction at the time from Persons who are not such a
   holder or Affiliate; provided, however,(i) annual advisory fees paid
   by the Company to Carlyle or any of its Affiliates shall not exceed $100,000
   in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the
   Company to Carlyle or any of its Affiliates in connection with any Permitted
   Acquisition shall not exceed one percent (1%) of the purchase price thereof;
   provided, further,that in each case any such payments to Carlyle or
   any of its Affiliates shall not be permitted if an Event of Default or a
   Default shall have occurred and be continuing at the date of payment thereof
   or would result therefrom. To the extent such payments to Carlyle or any of
   its Affiliates are prohibited pursuant to the preceding proviso, fees
   thereunder may accrue and be paid by the Company when (A) an Event of
   Default or Default is no longer continuing and (B) the Administrative Agent
   confirms in a Compliance Certificate delivered pursuant to Section
   7.1(d), that the Company has been in compliance with the covenants set
   forth in Article Xfor each of the two fiscal quarters ending after
   such Event of Default or Default.





Section 9.9   
    Restriction on Fundamental Changes.None of the Borrowers or any of the Borrowers
   Subsidiaries shall (a) enter into any merger or consolidation, or liquidate,
   wind-up or dissolve (or suffer any liquidation or dissolution) or enter into
   any agreement providing for any of the foregoing, except for a merger
   described in the definition of Permitted Acquisition and a merger of a
   Restricted Subsidiary of the Company which is not a Borrower into a Borrower
   (with such Borrower as the surviving corporation) or a wholly owned
   Restricted Subsidiary, or convey, lease, sell, transfer or otherwise dispose
   of, in one transaction or series of transactions, all or substantially all
   of such Borrowers or any such Subsidiarys business or Property,
   whether now or hereafter acquired, except transactions permitted under
   Section 9.2or (b) enter into any partnership or joint venture,
   except as permitted under Section 9.7.





Section 9.10    Sales
   and Leasebacks; Operating Leases.(a) 
      None of the Borrowers or any of their Subsidiaries shall
   enter into any Sale and Leaseback Transaction covering Property having a
   Fair Market Value in excess of $10,000,000 in the aggregate.





(b)During any
   Fiscal Year set forth below, neither the Company nor any of the Restricted
   Subsidiaries shall become liable in any way, whether directly or by
   assignment or by Accommodation Obligation, for the obligations of the lessee
   under any Operating Lease unless, immediately after giving effect to the
   incurrence of liability with respect to such Operating Lease, the aggregate
   amount of all rents paid or accrued under all such Operating Leases shall
   not exceed the amount set forth opposite such Fiscal
 Year, without taking into account any customary reimbursement for taxes,
   insurance, maintenance or other expenses:








|Fiscal
     Year                                                      |  | Maximum Annual
     Rents
|--------------------------------------------------------------------- |  | -------------------------
|                                                                     
|For Fiscal Year
     1999                                             |  | $45,000,000              
|                                                                     
|For Fiscal Year
     2000                                             |  | $47,000,000              
|                                                                     
|For Fiscal Year
     2001                                             |  | $52,000,000              
|                                                                     
|For Fiscal Year
     2002                                             |  | $55,000,000              
|                                                                     
|For Fiscal Years
     2003
   
   and for each Fiscal Year thereafter |  | $57,000,000              
|                                                                     




Section 9.11    Margin
   Regulations; Securities Laws.None of the
   Company or any of its Subsidiaries, shall use all or any portion of the
   proceeds of any credit extended hereunder to purchase or carry Margin
   Stock.





Section 9.12    ERISA.The Company and its Subsidiaries shall
   not:





| | (a)engage,
     or permit any Subsidiary to engage, in any prohibited transaction
     described in Sections 406 of ERISA or 4975 of the Internal Revenue Code
     for which a statutory or class exemption is not available or a private
     exemption has not been previously obtained from the DOL;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)terminate, or permit any ERISA Affiliate to terminate, any
     Benefit Plan which would result in any liability of such Borrower or any
     ERISA Affiliate under Title IV of ERISA in excess of
     $1,000,000;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)fail to
     make any contribution or payment to any Multiemployer Plan which such
     Borrower or any Subsidiary or any ERISA Affiliate may be required to make
     under any agreement relating to such Multiemployer Plan, or any law
     pertaining thereto;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d)fail,
     or permit any ERISA Affiliate to fail, to timely pay contributions or
     installments required under Section 412 of the Internal Revenue Code or
     due with respect to any waived funding deficiency with respect to any
     Benefit Plan;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (e)amend,
     or permit any Subsidiary or any ERISA Affiliate to amend, a Benefit Plan
     resulting in an increase in current liability for the plan year such that
     Borrower or any Subsidiary or any ERISA Affiliate is required to provide
     security to such Benefit Plan under Section 401(a)(29) of the Internal
     Revenue Code;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (f)permit
     any unfunded liabilities with respect to any Foreign Pension Plan;
     or
| | -----------------------------------------------------------------------------------------




| | (g)fail,
     or permit any Subsidiary or any ERISA Affiliate to fail, to pay any
     required contributions or payments to a Foreign Pension Plan on or before
     the due date for such required installment or payment.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Section 9.13   
    Issuance of Capital Stock.None of the
   Company or any of its Subsidiaries shall issue any Capital Stock, except,
   (i) in the case of the Company, the issuance of Company Common Stock, so
   long as no Change of Control would result therefrom, the issuance of Capital
   Stock that is Company Common Stock or preferred stock of the Company that is
   not required to be redeemed prior to six months after the Additional Term
   Loan Maturity Date and with respect to which dividends are not required to
   be paid in cash and (ii) in the case of any such Subsidiary, the issuance of
   Capital Stock of such Subsidiary to the extent the creation thereof is
   permitted pursuant to Section 9.4and 9.7.





Section 9.14   
    Constituent Documents.None of the
   Company or any of the Restricted Subsidiaries shall amend, modify or
   otherwise change any of the terms or provisions in any of their respective
   Constituent Documents as in effect on the Effective Date or their date of
   formation, as applicable, without the prior written consent of the Requisite
   Lenders, which consent shall not be unreasonably withheld; provided,
   however,the Company may amend its Constituent Documents in connection
   with the issuance of preferred stock permitted to be issued pursuant to
   Section 9.13.





Section 9.15    Fiscal
   Year.None of the Company or any of its
   consolidated Subsidiaries shall change its Fiscal Year for accounting or tax
   purposes from a period consisting of the 52 or 53 week period ending on or
   about December 31 of each calendar year.





Section 9.16    Cash
   Management System.The Company and the
   Restricted Subsidiaries shall not (a) maintain any bank account other than
   (i) bank accounts in which amounts on deposit, in the aggregate, do not
   exceed $10,000,000 at any time, (ii) those Blocked Accounts identified on
   Schedule 6.01-BB, (iii) those bank accounts maintained with the
   Administrative Agent or its Affiliates in connection with this Agreement or
   (b) authorize or direct any Person to take any action with respect to
   amounts deposited in the Blocked Accounts or the Concentration Account in
   contravention of the provisions hereof and (iv) those bank accounts
   containing trust funds that the Company is required to maintain pursuant to
   California Requirements of Law.





Section 9.17   
    Environmental Matters.None of the
   Borrowers or any of their Subsidiaries shall become subject to any
   Liabilities and Costs which could reasonably be expected to have a Material
   Adverse Effect arising out of or related to (a) the Release or threatened
   Release at any location of any Contaminant into the environment, or any
   Remedial Action in response thereto or (b) any violation of any
   Environmental, Health and Safety Requirements of Law.





Section 9.18   
    Cancellation of Debt; Prepayment; Certain Amendments.None of the Borrowers or any of their Restricted Subsidiaries
   shall (i) cancel any material claim or debt or amend or modify the terms
   thereof, except in the ordinary course of its business, (ii) prepay, redeem,
   purchase, repurchase, defease or otherwise pay in advance of the due dates
   therefor any principal amount of any long-term Indebtedness after the
   Effective Date (other than the Obligations, but including the Permitted
   Subordinated Indebtedness) or (iii) amend, supplement or otherwise modify
   the terms of any Permitted Subordinated Indebtedness (other than
   Non-Material Changes).





Section 9.19   
    Accounting Changes.None of the
   Borrowers or any of their Subsidiaries shall make any material change in
   accounting treatment and reporting practices or tax reporting treatment,
   except as required by GAAP or any Requirement of Law and disclosed to the
   Lenders and the Administrative Agent or as permitted by the Loan
   Documents.





Section 9.20    Permitted Joint Venture
   Accommodation Obligation.The Borrowers shall
   not permit any Unrestricted Subsidiary or Permitted Joint Venture to enter
   into any Accommodation Obligation with respect to any Indebtedness of the
   Borrowers or any Restricted Subsidiary of the Borrowers (other than such
   Permitted Joint Venture) other than the Obligations or grant or permit to
   exist any Lien on its Property to secure any such Indebtedness.





Section 9.21    No
   New Restrictions on Subsidiary Dividends.   
    Except as may be required by any applicable Requirements of Law, the
   Borrowers will not agree, or permit any of its Restricted Subsidiaries to
   agree, to create or otherwise permit to become effective any consensual
   encumbrance or restriction of any kind on the ability of any such Subsidiary
   to pay dividends or make any other distribution or transfer of funds or
   assets or make loans or advances to or other Investments in, or pay any
   Indebtedness owing to, the Borrowers.





ARTICLE
   X


Financial
   Covenants





The Borrowers
   covenant and agree that so long as any Commitment is outstanding and
   thereafter until payment in full of all of the Obligations, unless the
   Requisite Lenders shall otherwise give prior written consent
   thereto:





Section 10.1   
    Minimum Consolidated Net Worth.The
   Company and its Subsidiaries shall maintain a Consolidated Net Worth at all
   times during each period set forth below (commencing on the beginning of the
   first day of such period through the end of the penultimate day of such
   period) in an amount not less than the minimum amount set forth opposite
   such period below; provided, however,in the event the Company or any
   of its Subsidiaries sells any of the discontinued properties located in
   northern


California, the
   after-tax equivalent of any loss incurred by the Company and its
   Subsidiaries in connection with any such sale shall thereafter be excluded
   in determining Consolidated Net Worth:





---

|Period                                                                                                                                         |  | Minimum     
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                                                                                                                                              
|The last day of the
     Third Fiscal Quarter of Fiscal Year 1999 to the last day of the Fourth
     Fiscal
   
   Quarter of Fiscal Year 1999 |  | $223,000,000
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|The last day of the
     Fourth Fiscal Quarter of Fiscal Year 1999 to the last day of the First
     Fiscal
   
   Quarter of Fiscal Year 2000 |  | $228,000,000
|                                                                                                                                              
|The last day of the
     First Fiscal Quarter of Fiscal Year 2000 to the last day of the Second
     Fiscal
   
   Quarter of Fiscal Year 2000 |  | $232,000,000
|                                                                                                                                              
|The last day of the
     Second Fiscal Quarter of the Fiscal Year 2000 to the last day of the Third
   
   Fiscal Quarter of Fiscal Year 2000  |  | $236,000,000
|                                                                                                                                              
|The last day of the
     Third Fiscal Quarter of the Fiscal Year 2000 to the last day of the Fourth
   
   Fiscal Quarter of Fiscal Year 2000  |  | $243,000,000
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|The last day of the
     Fourth Fiscal Quarter of Fiscal Year 2000 to the last day of the First
     Fiscal
   
   Quarter of Fiscal Year 2001 |  | $249,000,000
|                                                                                                                                              
|The last day of the
     First Fiscal Quarter of Fiscal Year 2001 to the last day of the Second
     Fiscal
   
   Quarter of Fiscal Year 2001 |  | $254,000,000
|                                                                                                                                              
|The last day of the
     Second Fiscal Quarter of the Fiscal Year 2001 to the last day of the Third
   
   Fiscal Quarter of Fiscal Year 2001  |  | $259,000,000
|                                                                                                                                              
|The last day of the
     Third Fiscal Quarter of the Fiscal Year 2001 to the last day of the Fourth
   
   Fiscal Quarter of Fiscal Year 2001  |  | $267,000,000
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|The last day of the
     Fourth Fiscal Quarter of Fiscal Year 2001 to the last day of the First
     Fiscal
   
   Quarter of Fiscal Year 2002 |  | $274,000,000
|                                                                                                                                              
|The last day of the
     First Fiscal Quarter of Fiscal Year 2002 to the last day of the Second
     Fiscal
   
   Quarter of Fiscal Year 2002 |  | $281,000,000
|                                                                                                                                              
|The last day of the
     Second Fiscal Quarter of the Fiscal Year 2002 to the last day of the Third
   
   Fiscal Quarter of Fiscal Year 2002  |  | $287,000,000
|                                                                                                                                              
|The last day of the
     Third Fiscal Quarter of the Fiscal Year 2002 to the last day of the Fourth
   
   Fiscal Quarter of Fiscal Year 2002  |  | $296,000,000
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|The last day of the
     Fourth Fiscal Quarter of Fiscal Year 2002 to the last day of the First
     Fiscal
   
   Quarter of Fiscal Year 2003 |  | $306,000,000
|                                                                                                                                              
|The last day of the
     First Fiscal Quarter of Fiscal Year 2003 to the last day of the Second
     Fiscal
   
   Quarter of Fiscal Year 2003 |  | $314,000,000
|                                                                                                                                              
|The last day of the
     Second Fiscal Quarter of Fiscal Year 2003 to the last day of the Third
   
   Fiscal Quarter of Fiscal Year 2003      |  | $321,000,000
|                                                                                                                                              




---

|Period                                                                                                                                         |  | Minimum     
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                                                                                                                                              
|The last day of the
     Third Fiscal Quarter of Fiscal Year 2003 to the last day of the Fourth
     Fiscal
   
   Quarter of Fiscal Year 2003 |  | $333,000,000
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|The last day of the
     Fourth Fiscal Quarter of Fiscal Year 2003 to the last day of the First
   
   Quarter of Fiscal Year 2004             |  | $344,000,000
|                                                                                                                                              
|The last day of the
     First Fiscal Quarter of Fiscal Year 2004 to the last day of the Second
     Fiscal
   
   Quarter of Fiscal Year 2004 |  | $353,000,000
|                                                                                                                                              
|The last day of the
     Second Fiscal Quarter of the Fiscal Year 2004 to the last day of the Third
   
   Fiscal Quarter of Fiscal Year 2004  |  | $361,000,000
|                                                                                                                                              
|The last day of the
     Third Fiscal Quarter of Fiscal Year 2004 to the last day of the Fourth
     Fiscal
   
   Quarter of Fiscal Year 2004 |  | $373,000,000
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|The last day of the
     Fourth Fiscal Quarter of Fiscal Year 2004 to the last day of the First
     Fiscal
   
   Quarter of Fiscal Year 2005 |  | $386,000,000
|                                                                                                                                              
|The last day of the
     First Fiscal Quarter of Fiscal Year 2005 to the last day of the Second
     Fiscal
   
   Quarter of Fiscal Year 2005 |  | $396,000,000
|                                                                                                                                              
|The last day of the
     Second Fiscal Quarter of Fiscal Year 2005 to the last day of the Third
   
   Fiscal Quarter of Fiscal Year 2005      |  | $406,000,000
|                                                                                                                                              
|The last day of the
     Third Fiscal Quarter of the Fiscal Year 2005 to the last day of the Fourth
   
   Fiscal Quarter of Fiscal Year 2005  |  | $420,000,000
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|The last day of the
     Fourth Fiscal Quarter of Fiscal Year 2005 to the last day of the First
     Fiscal
   
   Quarter of Fiscal Year 2006 |  | $435,000,000
|                                                                                                                                              
|From and after the
     last day of the First Fiscal Quarter of Fiscal Year 2006                                                               |  | $438,000,000
|                                                                                                                                              




Section 10.2   
    Minimum Fixed Charge Coverage Ratio.The Company and its Subsidiaries shall maintain a Fixed Charge
   Coverage Ratio on a consolidated basis, as determined as of the end of the
   last day of each fiscal quarter occurring after the Effective Date set forth
   below, for the four fiscal quarter period ending on such day, of at least
   the minimum ratio set forth opposite such period:





---

|Fiscal
      Quarter                                   |  | Minimum
      Ratio
|------------------------------------------------------ |  | -------------------
|                                                      
|For the First
     Fiscal Quarter of Fiscal Year 2000  |  | 1.30 to
     1.0   
|                                                      
|For the Second
     Fiscal Quarter of Fiscal Year 2000 |  | 1.30 to
     1.0   
|                                                      
|For the Third
     Fiscal Quarter of Fiscal Year 2000  |  | 1.30 to
     1.0   
|                                                      
|For the Fourth
     Fiscal Quarter of Fiscal Year 2000 |  | 1.30 to
     1.0   
|                                                      
|                                                      
|                                                      
|For the First
     Fiscal Quarter of Fiscal Year 2001  |  | 1.30 to
     1.0   
|                                                      




---

|Fiscal
      Quarter                                                                              |  | Minimum
      Ratio
|------------------------------------------------------------------------------------------------- |  | -------------------
|                                                                                                 
|For the Second
     Fiscal Quarter of Fiscal Year 2001                                            |  | 1.30 to
     1.0   
|                                                                                                 
|For the Third
     Fiscal Quarter of Fiscal Year 2001                                             |  | 1.40 to
     1.0   
|                                                                                                 
|For the Fourth
     Fiscal Quarter of Fiscal Year 2001                                            |  | 1.40 to
     1.0   
|                                                                                                 
|                                                                                                 
|                                                                                                 
|For the First
     Fiscal Quarter of Fiscal Year 2002                                             |  | 1.45 to
     1.0   
|                                                                                                 
|For the Second
     Fiscal Quarter of Fiscal Year 2002                                            |  | 1.50 to
     1.0   
|                                                                                                 
|For the Third
     Fiscal Quarter of Fiscal Year 2002                                             |  | 1.50 to
     1.0   
|                                                                                                 
|For the Fourth
     Fiscal Quarter of Fiscal Year 2002                                            |  | 1.60 to
     1.0   
|                                                                                                 
|                                                                                                 
|                                                                                                 
|For the First
     Fiscal Quarter of Fiscal Year 2003                                             |  | 1.60 to
     1.0   
|                                                                                                 
|For the Second
     Fiscal Quarter of Fiscal Year 2003                                            |  | 1.70 to
     1.0   
|                                                                                                 
|For the Third
     Fiscal Quarter of Fiscal Year 2003                                             |  | 1.75 to
     1.0   
|                                                                                                 
|For the Fourth
     Fiscal Quarter of Fiscal Year 2003                                            |  | 1.85 to
     1.0   
|                                                                                                 
|                                                                                                 
|                                                                                                 
|For the First
     Fiscal Quarter of Fiscal Year 2004                                             |  | 1.90 to
     1.0   
|                                                                                                 
|For the Second
     Fiscal Quarter of Fiscal Year 2004                                            |  | 2.00 to
     1.0   
|                                                                                                 
|For the Third
     Fiscal Quarter of Fiscal Year 2004 and for each Fiscal Quarter
     thereafter |  | 1.00 to
     1.0   
|                                                                                                 




Section 10.3   
    Minimum Interest Coverage Ratio.The
   Company and its Subsidiaries shall maintain an Interest Coverage Ratio on a
   consolidated basis, as determined as of the end of the last day of each
   fiscal quarter set forth below for the four fiscal quarter period ending on
   such day, of at least the minimum ratio set forth opposite such
   period:





---

|Fiscal
      Quarter                                   |  | Minimum
      Ratio
|------------------------------------------------------ |  | -------------------
|                                                      
|For the First
     Fiscal Quarter of Fiscal Year 2000  |  | 2.10 to
     1.0   
|                                                      
|For the Second
     Fiscal Quarter of Fiscal Year 2000 |  | 2.10 to
     1.0   
|                                                      
|For the Third
     Fiscal Quarter of Fiscal Year 2000  |  | 2.10 to
     1.0   
|                                                      
|For the Fourth
     Fiscal Quarter of Fiscal Year 2000 |  | 2.20 to
     1.0   
|                                                      
|                                                      
|                                                      
|For the First
     Fiscal Quarter of Fiscal Year 2001  |  | 2.20 to
     1.0   
|                                                      
|For the Second
     Fiscal Quarter of Fiscal Year 2001 |  | 2.25 to
     1.0   
|                                                      
|For the Third
     Fiscal Quarter of Fiscal Year 2001  |  | 2.30 to
     1.0   
|                                                      
|For the Fourth
     Fiscal Quarter of Fiscal Year 2001 |  | 2.35 to
     1.0   
|                                                      
|                                                      
|                                                      
|For First Fiscal
     Quarter of Fiscal Year 2002      |  | 2.40 to
     1.0   
|                                                      
|For Second Fiscal
     Quarter of Fiscal Year 2002     |  | 2.50 to
     1.0   
|                                                      
|For Third Fiscal
     Quarter of Fiscal Year 2002      |  | 2.60 to
     1.0   
|                                                      
|For Fourth Fiscal
     Quarter of Fiscal Year 2002     |  | 2.60 to
     1.0   
|                                                      

---

|Fiscal
      Quarter                                                                            |  | Minimum
      Ratio
|----------------------------------------------------------------------------------------------- |  | -------------------
|                                                                                               
|For First Fiscal
     Quarter of Fiscal Year 2003                                               |  | 2.70 to
     1.0   
|                                                                                               
|For Second Fiscal
     Quarter of Fiscal Year 2003                                              |  | 2.80 to
     1.0   
|                                                                                               
|For Third Fiscal
     Quarter of Fiscal Year 2003                                               |  | 2.90 to
     1.0   
|                                                                                               
|For Fourth Fiscal
     Quarter of Fiscal Year 2003                                              |  | 3.10 to
     1.0   
|                                                                                               
|                                                                                               
|                                                                                               
|For First Fiscal
     Quarter of Fiscal Year 2004                                               |  | 3.20 to
     1.0   
|                                                                                               
|For Second Fiscal
     Quarter of Fiscal Year 2004                                              |  | 3.30 to
     1.0   
|                                                                                               
|For Third Fiscal
     Quarter of Fiscal Year 2004 and for each
   
   Fiscal Quarter thereafter |  | 3.50 to
     1.0   
|                                                                                               




Section 10.4   
    Maximum Leverage Ratio.The Company and
   its Subsidiaries shall maintain a Leverage Ratio on a consolidated basis, as
   determined as of the end of the last day of each fiscal quarter set forth
   below for the four fiscal quarter period ending on such day (commencing on
   the beginning of the first day of such period through the end of the last
   day of such period) of not more than the maximum ratio set forth opposite
   such period:





---

|Fiscal
      Quarter                               |  | Maximum
      Ratio
|-------------------------------------------------- |  | -------------------
|                                                  
|For First Fiscal
     Quarter of Fiscal Year 2000  |  | 4.75 to
     1.0   
|                                                  
|For Second Fiscal
     Quarter of Fiscal Year 2000 |  | 4.75 to
     1.0   
|                                                  
|For Third Fiscal
     Quarter of Fiscal Year 2000  |  | 4.70 to
     1.0   
|                                                  
|For Fourth Fiscal
     Quarter of Fiscal Year 2000 |  | 4.50 to
     1.0   
|                                                  
|                                                  
|                                                  
|For First Fiscal
     Quarter of Fiscal Year 2001  |  | 4.50 to
     1.0   
|                                                  
|For Second Fiscal
     Quarter of Fiscal Year 2001 |  | 4.40 to
     1.0   
|                                                  
|For Third Fiscal
     Quarter of Fiscal Year 2001  |  | 4.20 to
     1.0   
|                                                  
|For Fourth Fiscal
     Quarter of Fiscal Year 2001 |  | 4.00 to
     1.0   
|                                                  
|                                                  
|                                                  
|For First Fiscal
     Quarter of Fiscal Year 2002  |  | 3.90 to
     1.0   
|                                                  
|For Second Fiscal
     Quarter of Fiscal Year 2002 |  | 3.80 to
     1.0   
|                                                  
|For Third Fiscal
     Quarter of Fiscal Year 2002  |  | 3.60 to
     1.0   
|                                                  
|For Fourth Fiscal
     Quarter of Fiscal Year 2002 |  | 3.50 to
     1.0   
|                                                  
|                                                  
|                                                  
|For First Fiscal
     Quarter of Fiscal Year 2003  |  | 3.40 to
     1.0   
|                                                  
|For Second Fiscal
     Quarter of Fiscal Year 2003 |  | 3.30 to
     1.0   
|                                                  
|For Third Fiscal
     Quarter of Fiscal Year 2003  |  | 3.20 to
     1.0   
|                                                  
|For Fourth Fiscal
     Quarter of Fiscal Year 2003 |  | 3.00 to
     1.0   
|                                                  
|                                                  
|                                                  
|For First Fiscal
     Quarter of Fiscal Year 2004  |  | 2.90 to
     1.0   
|                                                  

---

|Fiscal
      Quarter                                                                         |  | Maximum
      Ratio
|-------------------------------------------------------------------------------------------- |  | -------------------
|                                                                                            
|For Second Fiscal
     Quarter of Fiscal Year 2004                                           |  | 2.80 to
     1.0   
|                                                                                            
|For Third Fiscal
     Quarter of Fiscal Year 2004                                            |  | 2.70 to
     1.0   
|                                                                                            
|For Fourth Fiscal
     Quarter of Fiscal Year 2004
   
   and each Fiscal Quarter thereafter |  | 2.50 to
     1.0   
|                                                                                            




; provided,
   however, that in the event a Permitted Acquisition consummated after the
   Effective Date shall have been consummated during any above-referenced four
   fiscal quarter periods, the Leverage Ratio shall be calculated including, on
   an historical, pro formaconsolidated basis giving effect to the
   subject Permitted Acquisition for such fiscal quarter period.





Section 10.5   
    Minimum Liquidity Ratio.The Company
   and its Subsidiaries shall maintain a Liquidity Ratio on a consolidated
   basis at all times of at least 1.25 to 1.0.





Section 10.6   
    Maximum Capital Expenditures.The
   Company shall not, and shall not permit any of its Subsidiaries to, make or
   incur Capital Expenditures during any Fiscal Year set forth below in excess
   of the maximum amount set forth below opposite such Fiscal Year:





---

|Fiscal
      Year         |  | Maximum
      Capital
   
   Expenditures
|------------------------- |  | -----------------------------------------
|                         
|For Fiscal Year
     2000 |  | $25,000,000                              
|                         
|For Fiscal Year
     2001 |  | $21,000,000                              
|                         
|For Fiscal Year
     2002 |  | $21,000,000                              
|                         
|For Fiscal Year
     2003 |  | $23,000,000                              
|                         
|For Fiscal Year
     2004 |  | $25,000,000                              
|                         
|For Fiscal Year
     2005 |  | $25,000,000                              
|                         
|For Fiscal Year
     2006 |  | $27,000,000                              
|                         
|For Fiscal Year
     2007 |  | $27,000,000                              
|                         




; provided,
   however, if the maximum amount set forth above opposite any Fiscal Year
   exceeds the amount of Capital Expenditures made or incurred by the Company
   and its Subsidiaries on a consolidated basis for such Fiscal Year, then
   Capital Expenditures made or incurred by the Company and its Subsidiaries on
   a consolidated basis for the next Fiscal Year may exceed the maximum amount
   set forth above opposite such next Fiscal Year (but not subsequent Fiscal
   Years) by the Dollar amount of such excess from the immediately preceding
   Fiscal Year.





ARTICLE
   XI





Events Of Default;
   Rights And Remedies





Section 11.1   
    Events of Default.    Each of the
   following occurrences shall constitute an Event of Default
   hereunder:





(a)    Failure to Make
   Payments When Due.A Borrower shall fail to pay
   (i) when due any principal or interest on the Loans (including the
   Reimbursement Obligations) or (ii) any other Obligation, and if such
   non-payment relates to Obligations other than interest or principal, such
   non-payment continues for a period of three (3) Business Days after the due
   date thereof.





(b)    Breach of
   Certain Covenants.A Borrower shall fail to
   perform or observe duly and punctually any agreement, covenant or obligation
   binding on such Borrower under (i) Section 7.2, Section 8.1 Section 8.2,
   Section 8.6or Section 8.7;or (ii) Article IXor
   Article X.





(c)    Breach of
   Representation or Warranty.Any representation or
   warranty made or deemed made by a Borrower to the Agents, any Lender or any
   Issuing Bank herein or by a Borrower or any of its Subsidiaries in any other
   Loan Document or in any statement or certificate at any time given by any
   such Person pursuant to any Loan Document shall be false or misleading in
   any material respect on the date made (or deemed made).





(d)    Other Defaults.A Borrower shall default in the performance of
   or compliance with any term contained herein (other than as covered by
   paragraphs (a), (b) or (c)of this Section 11.1), or a
   Borrower or any of its Restricted Subsidiaries shall default in the
   performance of or compliance with any term contained in any other Loan
   Document, and such default shall continue for (i) ten (10) Business Days
   after the occurrence thereof with respect to any term contained in
   Section 7.3, Section 7.6, Section 7.7and Section 8.4; and
   (ii) thirty (30) days after the occurrence thereof with respect to any other
   term.





(e)    Default as to
   Other Indebtedness; Operating Leases.A Borrower
   or any of its Restricted Subsidiaries shall fail to make any payment when
   due (whether by scheduled maturity, required prepayment, acceleration,
   demand or otherwise) with respect to any Indebtedness (other than an
   Obligation) in excess of $5,000,000 (and any period of grace with respect
   thereto has lapsed); or any breach, default or event of default shall occur,
   or any other condition shall exist under any instrument, agreement or
   indenture pertaining to any such Indebtedness, if the effect thereof is to
   cause an acceleration, mandatory redemption or other required repurchase of
   such Indebtedness, or permit the holder(s) of such Indebtedness to
   accelerate the maturity of any such Indebtedness or require a redemption or
   other repurchase of such Indebtedness; or any


such Indebtedness
   shall be otherwise declared to be due and payable (by acceleration or
   otherwise) or required to be prepaid, redeemed or otherwise repurchased by a
   Borrower or any of its Restricted Subsidiaries (other than by a regularly
   scheduled required prepayment) prior to the stated maturity thereof; or any
   breach, default or event of default shall remain uncured for a period of
   sixty (60) days on the part of a Borrower or any of its Restricted
   Subsidiaries under any Operating Lease to which such Borrower or such
   Restricted Subsidiary is a party pursuant to which rental payments
   thereunder equal or exceed $1,000,000 per annum.





(f)    Involuntary
   Bankruptcy; Appointment of Receiver, Etc.





| | (i)    An involuntary
     case shall be commenced against a Borrower or any of the Borrowers
     Restricted Subsidiaries and the petition shall not be dismissed, stayed,
     bonded or discharged within sixty (60) days after commencement of the
     case; or a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of a Borrower or any of the Borrowers
     Restricted Subsidiaries in an involuntary case, under any applicable
     bankruptcy, insolvency or other similar law now or hereinafter in effect;
     or any other similar relief shall be granted under any applicable federal,
     state, local or foreign law.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    A decree or
     order of a court having jurisdiction in the premises for the appointment
     of a receiver, liquidator, sequestrator, trustee, custodian or other
     officer having similar powers over a Borrower or any of the Borrowers
      Restricted Subsidiaries or over all or a substantial part of the
     Property of a Borrower or any of the Borrowers Restricted
     Subsidiaries shall be entered; or an interim receiver, trustee or other
     custodian of a Borrower or any of the Borrowers Restricted
     Subsidiaries or of all or a substantial part of the property of a Borrower
     or any of the Borrowers Restricted Subsidiaries shall be appointed
     or a warrant of attachment, execution or similar process against any
     substantial part of the property of a Borrower or any of the Borrowers
      Restricted Subsidiaries shall be issued and any such event shall
     not be stayed, dismissed, bonded or discharged within sixty (60) days
     after entry, appointment or issuance.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(g)    Voluntary
   Bankruptcy; Appointment of Receiver, Etc.A
   Borrower or any of the Borrowers Restricted Subsidiaries shall
   commence a voluntary case under any applicable bankruptcy, insolvency or
   other similar law now or hereafter in effect, or shall consent to the entry
   of an order for relief in an involuntary case, or to the conversion of an
   involuntary case to a voluntary case, under any such law, or shall consent
   to the appointment of or taking possession by a receiver, trustee or other
   custodian for all or a substantial part of its property; or a Borrower or
   any of the Borrowers Restricted Subsidiaries shall make any assignment
   for the benefit of creditors.





(h)    Judgments.Any judgment, writ, order or warrant of attachment, or
   other similar process against a Borrower or any of such Borrowers
   Restricted


Subsidiaries or any
   of their respective assets involving in any single case or in the aggregate
   an amount in excess of $5,000,000 is (are) entered and remains undischarged,
   unvacated and unstayed for a period of sixty (60) days, unless, in the case
   of a money judgment, such judgment is covered by insurance and the insurer
   has either paid the amount thereof in full or acknowledged its obligation
   and willingness to pay the same within a period of time reasonably
   satisfactory to the Administrative Agent.





(i)    Dissolution.Any order, judgment or decree shall be entered
   against a Borrower or any of such Borrowers Restricted Subsidiaries,
   decreeing its involuntary dissolution or split up and such order shall
   remain undischarged and unstayed for a period in excess of sixty (60) days;
   or a Borrower or any of such Borrowers Restricted Subsidiaries shall
   otherwise dissolve or cease to exist except as specifically permitted
   hereby.





(j)    Loan Documents;
   Failure of Security.At any time, for any reason,
   (i) any Loan Document ceases to be in full force and effect or a Borrower or
   any of the Borrowers Restricted Subsidiaries party thereto seeks to
   repudiate its obligations thereunder and the Liens intended to be created
   thereby are, or a Borrower or any such Restricted Subsidiary seeks to render
   such Liens, invalid or unperfected or (ii) Liens in favor of the
   Administrative Agent, the Issuing Banks and/or the Lenders contemplated by
   the Loan Documents shall, at any time, for any reason, be invalidated or
   otherwise cease to be in full force and effect, or such Liens shall be
   subordinated or shall not have the priority contemplated hereby or by the
   Loan Documents.





(k)    Termination
   Event.Any Termination Event occurs that, when
   aggregated with existing Termination Events, could reasonably subject either
   a Borrower or any ERISA Affiliate to liability in excess of
   $5,000,000.





(l)    Waiver
   Application.The plan sponsor of any Benefit Plan
   applies under Section 412(d) of the Code for a waiver of the minimum funding
   standards of Section 412(a) of the Internal Revenue Code and the
   Administrative Agent believes that the substantial business hardship upon
   which the application for the waiver is based which would be reasonably
   likely to subject either a Borrower or any ERISA Affiliate to liability in
   excess of $5,000,000.





(m)    Change of
   Control.A Change of Control shall
   occur.





(n)    Material Adverse
   Change.There shall exist or have occurred or
   been disclosed to the Administrative Agent or the Lenders any condition or
   event which the Requisite Lenders determine has or could reasonably be
   expected to have a material adverse effect on the business, condition
   (financial or otherwise), operations, performance, properties or prospects
   of the Company and its Subsidiaries, taken as a whole.





An Event of Default shall be deemed
   continuing until cured or waived in accordance with
   Section 13.7.





Section 11.2   
    Rights and Remedies.(a)  
     Acceleration and Termination.Upon the occurrence of any
   Event of Default described in Sections 11.1(f)(except any such Event
   of Default in respect of a Restricted Subsidiary that is not a Borrower) or
   Section 11.1(g), the Revolving Credit Commitments shall automatically
   and immediately terminate and the unpaid principal amount of, and any and
   all accrued interest on, the Obligations and all accrued fees shall
   automatically become immediately due and payable, without presentment,
   demand, or protest or other requirements of any kind (including valuation
   and appraisement, diligence, presentment, notice of intent to demand or
   accelerate and of acceleration), all of which are hereby expressly waived by
   the Borrowers; and upon the occurrence and during the continuance of any
   other Event of Default, the Administrative Agent shall at the request, or
   may with the consent, of the Requisite Lenders, by written notice to the
   Borrowers, (i) declare that all or any portion of the Revolving Credit
   Commitments are terminated, whereupon such Commitments and the obligation of
   each Lender to make any Loan hereunder and of each Lender or Issuing Bank to
   issue or participate in any Letter of Credit not then issued shall
   immediately terminate, and/or (ii) declare the unpaid principal amount of
   and any and all accrued and unpaid interest on the Obligations to be, and
   the same shall thereupon be, immediately due and payable, without
   presentment, demand, or protest or other requirements of any kind (including
   valuation and appraisement, diligence, presentment, notice of intent to
   demand or accelerate and of acceleration), all of which are hereby expressly
   waived by the Borrowers.





(b)    Deposit for
   Letters of Credit.In addition, after the
   occurrence and during the continuance of an Event of Default, the Borrowers
   shall, promptly upon demand by the Administrative Agent, deliver to the
   Administrative Agent, Cash Collateral in such form as requested by the
   Administrative Agent, together with such endorsements, and execution and
   delivery of such documents and instruments as the Administrative Agent may
   request in order to perfect or protect the Administrative Agents Lien
   with respect thereto, in an aggregate principal amount equal to the then
   outstanding Letter of Credit Obligations.





(c)    Rescission.If at any time after termination of the Revolving
   Credit Commitments and/or acceleration of the maturity of the Loans, the
   Borrowers shall pay all arrears of interest and all payments on account of
   principal of the Loans and Reimbursement Obligations which shall have become
   due otherwise than by acceleration (with interest on principal and, to the
   extent permitted by law, on overdue interest, at the rates specified herein)
   and all Events of Default and Defaults (other than nonpayment of principal
   of and accrued interest on the Loans due and payable solely by virtue of
   acceleration) shall be remedied or waived pursuant to Section 13.7,
   then upon the written consent of the Requisite Lenders and written notice to
   the Borrowers, the termination of the Revolving Credit Commitments and/or
   the acceleration and their consequences may


be rescinded and
   annulled; but such action shall not affect any subsequent Event of Default
   or Default or impair any right or remedy consequent thereon. The provisions
   of the preceding sentence are intended merely to bind the Lenders and the
   Issuing Banks to a decision which may be made at the election of the
   Requisite Lenders; they are not intended to benefit the Borrowers and do not
   give the Borrowers the right to require the Lenders to rescind or annul any
   acceleration hereunder, even if the conditions set forth herein are
   met.





(d)    Enforcement.Each Borrower acknowledges that in the event
   such Borrower or any of the Borrowers Restricted Subsidiaries fails to
   perform, observe or discharge any of their respective obligations or
   liabilities hereunder or under any other Loan Document, any remedy of law
   may prove to be inadequate relief to the Administrative Agent, the Issuing
   Banks and the Lenders; therefore, each Borrower agrees that the
   Administrative Agent, the Issuing Banks and the Lenders shall be entitled
   after the occurrence and during the continuance of an Event of Default to
   temporary and permanent injunctive relief in any such case without the
   necessity of proving actual damages.





Section 11.3    Cash
   Collateral.The Administrative Agent may, at
   any time after an Event of Default has occurred and while it is continuing,
   sell or cause to be sold any Cash Equivalents being held by the
   Administrative Agent as Cash Collateral at any brokers board or at
   public or private sale, in one or more sales or lots, at such price as the
   Administrative Agent may deem best, without assumption of any credit risk,
   and the purchaser of any or all such Cash Equivalents so sold shall
   thereafter own the same, absolutely free from any claim, encumbrance or
   right of any kind whatsoever. The Administrative Agent, any of the Lenders
   and any of the Issuing Banks may, in its own name or in the name of a
   designee or nominee, buy such Cash Equivalents at any public sale and, if
   permitted by applicable law, buy such Cash Equivalents at any private sale.
   The Administrative Agent shall apply the proceeds of any such sale, net of
   any expenses incurred in connection therewith, and any other funds held as
   Cash Collateral, to the payment of the Obligations in accordance with this
   Agreement. The Borrower agrees that (i) any sale of Cash Equivalents
   conducted in conformity with reasonable commercial practices of banks,
   commercial finance companies, insurance companies or other financial
   institutions disposing of property similar to such Cash Equivalents shall be
   deemed to be commercially reasonable and (ii) any requirements of reasonable
   notice shall be met if such notice is received by the Borrower at its notice
   address on the signature pages hereto at least ten (10) Business Days before
   the time of the sale or disposition. Any other requirement of notice, demand
   or advertisement for sale is waived to the extent permitted by law. The
   Administrative Agent may adjourn any public or private sale from time to
   time by announcement at the time and place fixed therefor, and such sale
   may, without further notice, be made at the time and place to which it was
   so adjourned.





ARTICLE
   XII


The Administrative
   Agent; The Agents





Section 12.1   
    Appointment.(a)   
    Each Lender and each Issuing Bank hereby designates and appoints
   Citicorp as the Administrative Agent hereunder and each Lender and each
   Issuing Bank hereby irrevocably authorizes the Administrative Agent to take
   such action on its behalf under the provisions hereof and of the Loan
   Documents and to exercise such powers as are set forth herein or therein
   together with such other powers as are reasonably incidental thereto. As to
   any matters not expressly provided for hereby (including enforcement or
   collection of the Notes or any amount payable under any provision of
   Article IIIwhen due) or the other Loan Documents, the Administrative
   Agent shall not be required to exercise any discretion or take any action.
   Notwithstanding the foregoing, the Administrative Agent shall be required to
   act or refrain from acting (and shall be fully protected in so acting or
   refraining from acting) upon the instructions of the Requisite Lenders
   (unless the instructions or consent of all of the Lenders is required
   hereunder or thereunder) and such instructions shall be binding upon all
   Lenders, Issuing Banks and Holders; provided, however, the
   Administrative Agent shall not be required to take any action which (i) the
   Administrative Agent reasonably believes shall expose it to personal
   liability unless the Administrative Agent receives an indemnification
   satisfactory to it from the Lenders with respect to such action or (ii) is
   contrary hereto, to the other Loan Documents or applicable law. The
   Administrative Agent agrees to act as such on the express conditions
   contained in this Article XII.





(b)The
   provisions of this Article XIIare solely for the benefit of the
   Administrative Agent, the Lenders and Issuing Banks, and none of the
   Borrowers or any Subsidiary of the Borrowers shall have any rights to rely
   on or enforce any of the provisions hereof (other than as expressly set
   forth in Section 12.7and Section 12.9). In performing its
   functions and duties hereunder, the Administrative Agent shall act solely as
   agent of the Lenders and the Issuing Banks and does not assume and shall not
   be deemed to have assumed any obligation or relationship of agency, trustee
   or fiduciary with or for the Borrowers or any Subsidiary of the Borrowers.
   The Administrative Agent may perform any of its duties hereunder, or under
   the Loan Documents, by or through their respective agents or
   employees.





Section 12.2   
    Nature of Duties.(a)   
    The Administrative Agent shall not have any duties or responsibilities
   except those expressly set forth herein or in the Loan Documents. The duties
   of the Administrative Agent shall be mechanical and administrative in
   nature. The Administrative Agent shall not have by reason hereof a fiduciary
   relationship in respect of any Holder. Nothing herein or in any of the Loan
   Documents, expressed or implied, is intended to or shall be construed to
   impose upon the Administrative Agent any obligations in respect hereof or
   any of the Loan Documents except as expressly set forth herein or therein.
   Each Lender and each Issuing Bank shall


make its own
   independent investigation of the financial condition and affairs of the
   Borrowers and their Subsidiaries in connection with the making and the
   continuance of the Loans hereunder and with the issuance of the Letters of
   Credit and shall make its own appraisal of the creditworthiness of the
   Borrowers and their Subsidiaries initially and on a continuing basis, and
   the Administrative Agent shall not have any duty or responsibility, either
   initially or on a continuing basis, to provide any Holder with any credit or
   other information with respect thereto (except for reports required to be
   delivered by the Administrative Agent under the terms hereof). If the
   Administrative Agent seeks the consent or approval of the Lenders to the
   taking or refraining from taking of any action hereunder, the Administrative
   Agent shall send notice thereof to each Lender. The Administrative Agent
   shall promptly notify each Lender at any time that the Lenders so required
   hereunder have instructed the Administrative Agent to act or refrain from
   acting pursuant hereto.





(b)Notwithstanding anything to the contrary contained in this
   Agreement, the Documentation Agent and each Co-Agent are Lenders designated
   as Documentation Agent or Co-Agent, as
   the case may be, for title purposes only and in such capacity shall have no
   obligations or duties whatsoever under this Agreement to the Company and its
   Subsidiaries, any Lender or any Issuing Bank and shall have no rights as the
   Documentation Agent or Co-Agent, as the case may be, separate from its
   rights as a Lender except as expressly provided in this
   Agreement.





Section 12.3   
    Rights, Exculpation, Etc.(a) 
      Liabilities; Responsibilities.Neither the
   Administrative Agent or any Affiliate of the Administrative Agent, nor any
   of their respective officers, directors, employees or agents shall be liable
   to any Holder for any action taken or omitted by them hereunder or under any
   of the Loan Documents, or in connection therewith, except that no Person
   shall be relieved of any liability imposed by law for gross negligence or
   willful misconduct. The Administrative Agent shall not be liable for any
   apportionment or distribution of payments made by it in good faith pursuant
   to Section 3.2(b),and if any such apportionment or distribution is
   subsequently determined to have been made in error the sole recourse of any
   Holder to whom payment was due, but not made, shall be to recover from other
   Holders any payment in excess of the amount to which they are determined to
   have been entitled (the Administrative Agent agreeing to use reasonable
   efforts to assist such Holders in recovering any such payment). The
   Administrative Agent shall not be responsible to any Holder for any
   recitals, statements, representations or warranties herein or for the
   execution, effectiveness, genuineness, validity, legality, enforceability,
   collectibility, or sufficiency hereof or of any of the other Loan Documents
   or the transactions contemplated thereby, or for the financial condition of
   the Borrowers or any of their Subsidiaries. The Administrative Agent shall
   not be required to make any inquiry concerning either the performance or
   observance of any of the terms, provisions or conditions hereof or of any of
   the Loan Documents or the financial condition of the Borrowers or any of
   their Subsidiaries, or the existence or possible existence of any Default or
   Event of Default.





(b)    Right to Request
   Instructions.The Administrative Agent may at any
   time request instructions from the Lenders with respect to any actions or
   approvals which by the terms of any of the Loan Documents the Administrative
   Agent is permitted or required to take or to grant, and the Administrative
   Agent shall be absolutely entitled to refrain from taking any action or to
   withhold any approval and shall not be under any liability whatsoever to any
   Person for refraining from any action or withholding any approval under any
   of the Loan Documents until it shall have received such instructions from
   those Lenders from whom the Administrative Agent is required to obtain such
   instructions for the pertinent matter in accordance with the Loan Documents.
   Without limiting the generality of the foregoing, no Holder shall have any
   right of action whatsoever against the Administrative Agent as a result of
   the Administrative Agents acting or refraining from acting under the
   Loan Documents in accordance with the instructions of the Requisite Lenders
   or, where required by the express terms hereof, a greater proportion of the
   Lenders.





Section 12.4   
    Reliance.The Administrative Agent
   shall be entitled to rely upon any written notices, statements,
   certificates, orders or other documents or any telephone message believed by
   any of them in good faith to be genuine and correct and to have been signed,
   sent or made by the proper Person, and with respect to all matters
   pertaining hereto or to any of the Loan Documents and its duties hereunder
   or thereunder, upon advice of legal counsel (including counsel for the
   Borrowers), independent public accountants and other experts selected by
   them.





Section 12.5   
    Indemnification.To the extent that the
   Agents and the Co-agents are not reimbursed and indemnified by the
   Borrowers, the Lenders shall reimburse and indemnify the Agents and the
   Co-agents for and against any and all liabilities, obligations, losses,
   damages, penalties, actions, judgments, suits or any reasonable costs,
   expenses or disbursements (including the reasonable fees, expenses and
   disbursements of each Agents and Co-Agents counsel), in each
   case of any kind or nature whatsoever which may be imposed on, incurred by,
   or asserted against it in any way relating to or arising out of the Loan
   Documents or any action taken or omitted by the Agents or the Co-agents, as
   the case may be, under the Loan Documents, in proportion to each Lender
   s Aggregate Pro Rata Share; provided, however, the Lenders
   shall have no obligation to the Agent or the Co-agents with respect to the
   matters indemnified pursuant to this Section resulting from the willful
   misconduct or gross negligence of the Agent or the Co-agents, as the case
   may be, as determined in a final, non-appealable judgment by a court of
   competent jurisdiction. The obligations of the Lenders under this Section
   12.5shall survive the payment in full of the Loans, the Reimbursement
   Obligations and all other Obligations and the termination
   hereof.





Section 12.6    The
   Agents Individually.With respect to its Pro
   Rata Shares of the Commitments hereunder and the Loans made by it, each
   Agent shall have and may exercise the same rights and powers hereunder and
   is subject to the same obligations and liabilities as and to the extent set
   forth herein for any other Lender. The


terms
   Lenders or Requisite Lenders or any
   similar terms shall, unless the context clearly otherwise indicates, include
   each Agent in its individual capacity as a Lender or as one of the Requisite
   Lenders. Each Agent and its Affiliates may accept deposits from, lend money
   to, and generally engage in any kind of banking, trust or other business
   with the Borrowers or any of their Subsidiaries as if they were not acting
   as the Administrative Agent or Documentation Agent pursuant
   hereto.





Section 12.7   
    Successor Administrative Agents; Resignation of Administrative Agent.(a)    Resignation.The Administrative Agent may resign from the performance of all its
   functions and duties hereunder at any time by giving at least thirty (30)
   Business Days prior written notice to the Borrowers and the Lenders.
   The resignation of the Administrative Agent shall take effect upon the
   acceptance by a successor Administrative Agent of appointment pursuant to
   this Section 12.7.





(b)    Appointment by
   Requisite Lenders.Upon any such notice of
   resignation by the Administrative Agent, the Requisite Lenders shall have
   the right to appoint a successor Administrative Agent selected from among
   the Lenders which appointment shall be subject to the prior written approval
   of the Borrowers (which may not be unreasonably withheld, and shall not be
   required upon the occurrence and during the continuance of an Event of
   Default).





(c)    Appointment by
   Retiring Administrative Agent.If a successor
   Administrative Agent shall not have been appointed within the thirty (30)
   Business Day period provided in clause (a)of this Section
   12.7, the retiring Administrative Agent, with the consent of the
   Borrowers (which may not be unreasonably withheld, and shall not be required
   upon the occurrence and during the continuance of an Event of Default),
   shall then appoint a successor Administrative Agent who shall serve as
   Administrative Agent until such time, if any, as the Requisite Lenders
   appoint a successor Administrative Agent as provided above.





(d)    Rights of the
   Successor and Retiring Administrative Agents.Upon the acceptance of any appointment as Administrative Agent
   hereunder by a successor Administrative Agent, such successor Administrative
   Agent shall thereupon succeed to and become vested with all the rights,
   powers, privileges and duties of the retiring Administrative Agent, and the
   retiring Administrative Agent shall be discharged from its duties and
   obligations hereunder thereafter to be performed. After any retiring
   Administrative Agents resignation hereunder as Administrative Agent,
   the provisions of this Article XIIshall inure to its benefit as to
   any actions taken or omitted to be taken by it while it was the
   Administrative Agent hereunder.





Section 12.8   
    Relations Among Lenders.Each Lender
   and each Issuing Bank agrees that it shall not take any legal action, nor
   institute any actions or proceedings, against the Borrowers or any other
   obligor hereunder or with respect to any Collateral, without the prior
   written consent of the Requisite Lenders. Without limiting


the generality of
   the foregoing, no Lender may accelerate or otherwise enforce its portion of
   the Obligations, or terminate its Revolving Credit Commitment except in
   accordance with Section 11.2(a)or a setoff permitted under
   Section 13.5.





Section 12.9   
    Concerning the Collateral and the Loan Documents.(a)    Protective Advances.The
   Administrative Agent may from time to time, after the occurrence and during
   the continuance of an Event of Default, make such disbursements and advances
   pursuant to the Loan Documents which the Administrative Agent, in its sole
   discretion, deems necessary or desirable to preserve or protect the
   Collateral or any portion thereof or to enhance the likelihood or maximize
   the amount of repayment of the Loans and other Obligations up to an amount
   not in excess of the lesser of the Revolving Credit Availability at such
   time and $5,000,000 (Protective Advances). The
   Administrative Agent shall notify the Borrowers and each Lender in writing
   of each such Protective Advance, which notice shall include a description of
   the purpose of such Protective Advance. Each Borrower agrees to pay the
   Administrative Agent, upon demand, the principal amount of all outstanding
   Protective Advances, together with interest thereon at the rate from time to
   time applicable to the Loans from the date of such Protective Advance until
   the outstanding principal balance thereof is paid in full. If a Borrower
   fails to make payment in respect of any Protective Advance within one (1)
   Business Day after the date such Borrower receives written demand therefor
   from the Administrative Agent, the Administrative Agent shall promptly
   notify each Revolving Credit Lender and each Revolving Credit Lender agrees
   that it shall thereupon make available to the Administrative Agent, in
   Dollars in immediately available funds, the amount equal to such Revolving
   Credit Lenders Pro Rata Share of such Protective Advance. If such
   funds are not made available to the Administrative Agent by such Revolving
   Credit Lender within one (1) Business Day after the Administrative Agent
   s demand therefor, the Administrative Agent shall be entitled to
   recover any such amount from such Revolving Credit Lender together with
   interest thereon at the Federal Funds 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 Revolving Credit Lender to make available to
   the Administrative Agent its Pro Rata Share of any such Protective Advance
   shall neither relieve any other Revolving Credit Lender of its obligation
   hereunder to make available to the Administrative Agent such other Revolving
   Credit Lenders Pro Rata Share of such Protective Advance on the date
   such payment is to be made nor increase the obligation of any other
   Revolving Credit Lender to make such payment to the Administrative Agent.
   All outstanding principal of, and interest on, Protective Advances shall
   constitute Obligations secured by the Collateral until paid in full by the
   Borrowers.





(b)    Authority.Each Lender and each Issuing Bank authorizes and
   directs the Administrative Agent to enter into the Loan Documents relating
   to the Collateral for the benefit of the Lenders and the Issuing Banks. Each
   Lender and each Issuing Bank agrees that any action taken by the
   Administrative Agent or the Requisite Lenders (or, where required by the
   express terms hereof, a greater proportion of the Lenders) in


accordance with the
   provisions hereof or of the other Loan Documents, and the exercise by the
   Administrative Agent or the Requisite Lenders (or, where so required, such
   greater proportion) of the powers set forth herein or therein, together with
   such other powers as are reasonably incidental thereto, shall be authorized
   and binding upon all of the Lenders and Issuing Banks. Without limiting the
   generality of the foregoing, the Administrative Agent shall have the sole
   and exclusive right and authority to (i) act as the disbursing and
   collecting agent for the Lenders and the Issuing Banks with respect to all
   payments and collections arising in connection herewith and with the Loan
   Documents relating to the Collateral; (ii) execute and deliver each Loan
   Document relating to the Collateral and accept delivery of each such
   agreement delivered by the Borrowers or any of their Subsidiaries; (iii) act
   as collateral agent for the Lenders and the Issuing Banks for purposes of
   the perfection of all security interests and Liens created by such
   agreements and all other purposes stated therein, provided, however,the Administrative Agent hereby appoints, authorizes and directs each
   Lender and Issuing Bank to act as collateral sub-agent for the
   Administrative Agent, the Lenders and the Issuing Banks for purposes of the
   perfection of all security interests and Liens with respect to the Borrowers
    and their Subsidiaries respective deposit accounts maintained
   with, and cash and Cash Equivalents held by, such Lender or such Issuing
   Bank; (iv) manage, supervise and otherwise deal with the Collateral; (v)
   take such action as is necessary or desirable to maintain the perfection and
   priority of the security interests and liens created or purported to be
   created by the Loan Documents; and (vi) except as may be otherwise
   specifically restricted by the terms hereof or of any other Loan Document,
   exercise all remedies given to the Administrative Agent, the Lenders or the
   Issuing Banks with respect to the Collateral under the Loan Documents
   relating thereto, applicable law or otherwise.





(c)    Release of
   Collateral.(i)    Each of
   the Lenders and the Issuing Banks hereby directs, in accordance with the
   terms hereof, the Administrative Agent to release any Lien held by the
   Administrative Agent for the benefit of the Lenders and the Issuing
   Banks:





| | (A)    against all of
     the Collateral, upon final payment in full of the Obligations and
     termination hereof;
| | ---------------------------------------------------------------------------------------------------------------------




| | (B)    against any part
     of the Collateral sold or disposed of by a Loan Party if such sale or
     disposition is permitted by Section 9.2(or permitted pursuant to a
     waiver or consent of a transaction otherwise prohibited by such Section)
     or, if not pursuant to such sale or disposition, against Collateral with a
     book value of up to $25,000,000 if such release is consented to by the
     Requisite Lenders or any part of the Collateral in excess of such amount,
     if such release is consented to by all the Lenders.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)    Each of the
     Lenders and the Issuing Banks hereby directs the Administrative Agent to
     execute and deliver or file such termination and partial release
     statements and do such other things as are necessary to release Liens to
     be
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | released pursuant
     to this Section 12.9(c)promptly upon the effectiveness of any such
     release.
| | -------------------------------------------------------------------------------------------------------




ARTICLE
   XIII


Miscellaneous





Section 13.1   
    Assignments.(a)   
    Assignments.No assignments or
   participations of any Lenders rights or obligations hereunder shall be
   made except in accordance with this Section 13.1.Each Lender may
   assign to one or more Eligible Assignees all or a portion of its rights and
   obligations hereunder (including all of its rights and obligations with
   respect to the Term Loans, the Revolving Loans and the Letters of Credit) in
   accordance with the provisions of this Section 13.1.





(b)    Limitations on
   Assignments.Each assignment shall be subject to
   the following conditions: (i) each assignment (other than an assignment to a
   Lender or an Affiliate or Approved Fund of a Lender) shall be approved by
   the Administrative Agent, which approval shall not be unreasonably withheld;
   (ii) each such assignment shall be to an Eligible Assignee; (iii) each such
   assignment shall be in an amount at least equal to $5,000,000, except as may
   otherwise be consented to by the Administrative Agent or if the Eligible
   Assignee is a Lender or an Affiliate of Lender or is an Approved Fund or if
   such assignment shall constitute all the assigning Lenders interest
   hereunder; (iv) if any such assignment shall be of the assigning Lender
   s (A) Revolving Loans and Revolving Commitments, such assignment shall
   cover the same percentage of such Lenders Revolving Credit Commitments
   and Revolving Loans, (B) Initial Term Loans, such assignment shall cover the
   same percentage of such Lenders Initial Term Loans owing from each
   Borrower or (C) Additional Term Loans, such assignment shall cover the same
   percentage of such Lenders Additional Term Loans owing from each
   Borrower and (v) the parties to each such assignment shall execute and
   deliver to the Administrative Agent, for its acceptance and recording in the
   Register, an Assignment and Acceptance. Upon such execution, delivery,
   acceptance and recording in the Register, from and after the effective date
   specified in each Assignment and Acceptance and agreed to by the
   Administrative Agent, (x) the assignee thereunder shall, in addition to any
   rights and obligations hereunder held by it immediately prior to such
   effective date, if any, have the rights and obligations hereunder that have
   been assigned to it pursuant to such Assignment and Acceptance and shall, to
   the fullest extent permitted by law, have the same rights and benefits
   hereunder as if it were an original Lender hereunder and (y) the assigning
   Lender shall, to the extent that rights and obligations hereunder have been
   assigned by it pursuant to such Assignment and Acceptance, relinquish its
   rights and be released from its obligations hereunder (and, in the case of
   an Assignment and Acceptance covering all or the remaining portion of such
   assigning Lenders rights and obligations hereunder, the assigning
   Lender shall cease to be a party hereto).





(c)    The Register.The Administrative Agent shall maintain at its
   address referred to in Section 13.8a copy of each Assignment and
   Acceptance delivered to and accepted by it and a register (the
   Register) for the recordation of the names and addresses
   of the Lenders and the Commitment under each Loan of, and principal amount
   of the Loans under each facility owing to, each Lender from time to time and
   whether such Lender is an original Lender or the assignee of another Lender
   pursuant to an Assignment and Acceptance. The Register shall include a
   control account, and a subsidiary account for each Lender, in which accounts
   (taken together) shall be recorded (i) the date and amount of each Borrowing
   made hereunder, (ii) the effective date and amount of each Assignment and
   Acceptance delivered to and accepted by it and the parties thereto, (iii)
   the amount of any principal or interest due and payable or to become due and
   payable from the Borrowers to each Lender hereunder or under the Notes and
   (iv) the amount of any sum received by the Administrative Agent from the
   Borrowers or any guarantor of the Obligations and each Lenders share
   thereof. The Administrative Agent shall deliver a statement of such account
   to the Borrowers whenever an Assignment and Acceptance is accepted by it and
   the parties hereto; provided, however, the Administrative Agent shall
   not be obligated to deliver such statement more frequently than once a
   month. Each such statement shall be deemed final, binding and conclusive
   upon the Borrowers in all respects as to all matters reflected therein
   (absent manifest error) unless the Borrowers, within thirty (30) days after
   the date such statement is delivered to the Borrowers, delivers to the
   Administrative Agent written notice of any objections which the Borrowers
   may have to any such statement. In that event, only those items expressly
   objected to in such notice shall be deemed to be disputed by the
   Borrowers.





Notwithstanding anything to the contrary
   contained in the previous paragraph of this Section 13.1(c), the
   Loans (including the Notes evidencing such Loans) are registered obligations
   and the right, title, and interest of the Lenders and their assignees in and
   to such Loans shall be transferrable only upon notation of such transfer in
   the Register. A Note shall only evidence the Lenders or an assignee
   s right title and interest in and to the related Loan, and in no event
   is any such Note to be considered a bearer instrument or obligation. This
   Section 13.1(c)shall be construed so that the Loans are at all times
   maintained in registered form within the meaning of
   Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and
   any related regulations (or any successor provisions of the Internal Revenue
   Code or such regulations). Solely for purposes of this Section 13.1(c)and for tax purposes only, the Administrative Agent shall act as the
   Borrowers agent for purposes maintaining such notations of transfer in
   the Register. No transfer by a Lender or an assignee of any of the Loans
   shall be permitted or effective unless and until recorded in the Register.
   The entries in the Register shall be conclusive and binding for all
   purposes, absent manifest error, and the Borrowers and each of their
   Subsidiaries, the Agents, and the Lenders may treat each Person whose name
   is recorded in the Register as a Lender hereunder for all purposes hereof.
   The Register shall be available for inspection by the Borrowers or any
   Lender at any reasonable time and from time to time upon reasonable prior
   notice.





(d)    Fee.Upon its receipt of an Assignment and Acceptance executed by
   the assigning Lender and an Eligible Assignee and (other than for an
   assignment to a Lender, an Affiliate or an Approved Fund of a Lender) a
   processing and recordation fee of $3,500 (payable by the assigning Lender or
   the assignee, as shall be agreed between them), the Administrative Agent
   shall, if such Assignment and Acceptance has been completed and is in
   compliance herewith and in substantially the form of Exhibit Ahereto, (i) accept such Assignment and Acceptance, (ii) record the
   information contained therein in the Register and (iii) give prompt notice
   thereof to the Borrowers and the other Lenders.





(e)    Information
   Regarding the Borrowers.Any Lender may, in
   connection with any assignment or proposed assignment pursuant to this
   Section 13.1, disclose to the assignee or proposed assignee any
   information relating to the Borrowers or their Subsidiaries furnished to
   such Lender by the Administrative Agent or by or on behalf of the Borrowers;
   provided, however, that, prior to any such disclosure, such assignee
   or proposed assignee shall agree (for the Borrowers benefit) to
   preserve in accordance with Section 13.20the confidentiality of any
   confidential information described therein.





(f)    Lenders
   Creation of Security Interests.Notwithstanding
   any other provision set forth herein, (i) any Lender may at any time create
   a security interest in all or any portion of its rights hereunder (including
   Obligations owing to it and Notes held by it) in favor of any Federal
   Reserve bank in accordance with Regulation A; and (ii) any Lender shall be
   permitted to pledge all or any part of its right, title and interest in, to
   and under the Loans and Notes held by it to any trustee for the benefit of
   the holders of such Lenders securities.





(g)    Assignments by
   an Issuing Bank.If any Issuing Bank ceases to be
   a Lender hereunder by virtue of any assignment made pursuant to this
   Section 13.1,then, as of the effective date of such cessation, such
   Issuing Banks obligations to issue Letters of Credit pursuant to
   Section 2.4shall terminate and such Issuing Bank shall be an Issuing
   Bank hereunder only with respect to outstanding Letters of Credit issued
   prior to such date.





(h)    Participations.Each Lender may sell participations to one or
   more other financial institutions in or to all or a portion of its rights
   and obligations under and in respect of any and all facilities hereunder
   (including all or a portion of any or all of its Revolving Credit Commitment
   hereunder and the Loans owing to it and its undivided interest in the
   Letters of Credit); provided, however, that (i) such Lenders
   obligations hereunder (including its Revolving Credit Commitment hereunder)
   shall remain unchanged, (ii) such Lender shall remain solely responsible to
   the other parties hereto for the performance of such obligations, (iii) the
   Borrowers, the Agents, and the other Lenders shall continue to deal solely
   and directly with such Lender in connection with such Lenders rights
   and obligations hereunder and (iv) such participants rights to
   agree


or to restrict such
   Lenders ability to agree to the modification, waiver or release of any
   of the terms of the Loan Documents or to the release of any Collateral
   covered by the Loan Documents, to consent to any action or failure to act by
   any party to any of the Loan Documents or any of their respective
   Affiliates, or to exercise or refrain from exercising any powers or rights
   which any Lender may have under or in respect of the Loan Documents or any
   Collateral, shall be limited to the right to consent to (A) reduction of the
   principal of, or rate or amount of interest on the Loan(s) subject to such
   participation (other than by the payment or prepayment thereof), (B)
   postponement of any scheduled date for any payment of principal of, or
   interest on, the Loan(s) subject to such participation (except with respect
   to any modifications of the application provisions relating to the
   prepayments of Loans and other Obligations) and (C) release of any guarantor
   of the Obligations or all or a substantial portion of the Collateral except
   as provided in Section 12.9(c) (Concerning the Collateral and the Loan
   Documents).No holder of a participation in all or any part of the Loans
   shall be a Lender or a Holder for any
   purposes hereunder by reason of such participation; provided,
   however, that each holder of a participation shall have the rights of a
   Lender (including any right to receive payment) under Section 3.3
   (Taxes), Section 3.4 (Increased Capital), Section 4.1(a)(iii), Section
   4.1(f) (Changes; Legal Restrictions) and Section 4.2(f) (Compensation);
   provided, however,that all requests for any such payments shall be made
   by a participant through the Lender granting such participation,
   provided, further, that, in the case of Section 3.3,such
   participant shall have complied with the requirements of said Section;
   provided, further, that any such Lender making such a request for payment
   under Section 3.3or Section 4.1(f)shall be subject to
   Section 3.6 (Right to Remove Affected Lender). The right of each
   holder of a participation to receive payment under Section 3.3, Section
   3.4, Section 4.1(f) and Section 4.2(f)shall be limited to the lesser of
   (i) the amounts actually incurred by such holder for which payment is
   provided under said Sections and (ii) the amounts that would have been
   payable under said Sections by the applicable Borrower to the Lender
   granting the participation to such holder had such participation not been
   granted.





(i)    Payment to
   Participants.Anything herein to the contrary
   notwithstanding, in the case of any participation, all amounts payable by
   the Borrowers under the Loan Documents shall be calculated and made in the
   manner and to the parties required hereby as if no such participation had
   been sold.





Section 13.2   
    Expenses.(a)   
    Generally.The Borrowers agree, jointly and
   severally, upon demand to pay, or reimburse the Agents for, all of the Agents
    reasonable internal and external audit, legal, appraisal, valuation,
   filing, document duplication and reproduction and investigation expenses and
   for all other reasonable out-of-pocket costs and expenses of every type and
   nature (including the reasonable fees, expenses and disbursements of the
   Administrative Agents counsel, Weil, Gotshal & Manges LLP, the
   Documentation Agents counsel, Bingham Dana LLP, local legal counsel,
   auditors, accountants, appraisers, printers, insurance and environmental
   advisers, and other consultants and agents) incurred by the Agents in
   connection with (A) the


Agents audit
   and investigation of the Borrower, the Borrowers Subsidiaries, OHM and
   OHMs Subsidiaries in connection with the preparation, negotiation, and
   execution of the Loan Documents and the Agents periodic audits of the
   Borrowers and the Borrowers Subsidiaries, as the case may be; (B) the
   preparation, negotiation, execution and interpretation hereof (including the
   satisfaction or attempted satisfaction of any of the conditions set forth in
   Article V), the Loan Documents and any proposal letter or commitment
   letter issued in connection therewith and the making of the Loans hereunder;
   (C) the creation, perfection or protection of the Liens under the Loan
   Documents (including any reasonable fees and expenses for local counsel in
   various jurisdictions); (D) the ongoing administration hereof and the Loans,
   including consultation with attorneys in connection therewith and with
   respect to the Agents rights and responsibilities hereunder and under
   the other Loan Documents; (E) the protection, collection or enforcement of
   any of the Obligations or the enforcement of any of the Loan Documents; (F)
   the commencement, defense or intervention in any court proceeding relating
   in any way to the Obligations, the Property, the Borrowers, any of the
   Borrowers Subsidiaries, this Agreement, any of the other Loan
   Documents or any of the transactions contemplated in this Agreement
   (including the Original Credit Agreement); (G) the response to, and
   preparation for, any subpoena or request for document production with which
   an Agent is served or deposition or other proceeding in which an Agent is
   called to testify, in each case, relating in any way to the Obligations, the
   Property, the Borrowers, any of the Borrowers Subsidiaries, this
   Agreement, any of the other Loan Documents or any of the transactions
   contemplated in this Agreement (including the Original Credit Agreement);
   and (H) any amendments, consents, waivers, assignments, restatements, or
   supplements to any of the Loan Documents and the preparation, negotiation,
   and execution of the same.





(b)    After Default.The Borrowers further agree to pay or reimburse
   the Agents and each of the Issuing Banks and the Lenders upon demand for all
   out-of- pocket costs and expenses, including reasonable attorneys fees
   (including allocated costs of internal counsel and costs of settlement),
   incurred by the Agents, such Issuing Banks and such Lenders after the
   occurrence of an Event of Default (i) in enforcing any Loan Document or
   Obligation or any security therefor or exercising or enforcing any other
   right or remedy available by reason of such Event of Default; (ii) in
   connection with any refinancing or restructuring of the credit arrangements
   provided hereunder in the nature of a work-out or in any
   insolvency or bankruptcy proceeding; (iii) in commencing, defending or
   intervening in any litigation or in filing a petition, complaint, answer,
   motion or other pleadings in any legal proceeding relating to the
   Obligations, the Property, the Borrowers, any of the Borrowers
   Subsidiaries and related to or arising out of the transactions contemplated
   hereby or by any of the other Loan Documents; and (iv) in taking any other
   action in or with respect to any suit or proceeding (bankruptcy or
   otherwise) described in clauses (i)through (iii)above.





Section 13.3   
    Indemnity.The Borrowers further agree,
   jointly and severally, to defend, protect, indemnify, and hold harmless the
   Administrative Agent, the


Agents, the
   Co-Agents, Citicorp Securities, Inc., BancBoston Securities Inc., the
   Arranger and each and all of the Lenders and Issuing Banks and each of their
   respective Affiliates, and each of such Agents, Lenders, Issuing
   Banks or Affiliates respective officers, directors, employees,
   attorneys, advisors, representatives and agents (including those retained in
   connection with the satisfaction or attempted satisfaction of any of the
   conditions set forth in Article V) (collectively, the
   Indemnitee) from and against any and all liabilities,
   obligations, losses, damages, penalties, actions, judgments, suits, claims,
   costs, expenses and disbursements of any kind or nature whatsoever
   (excluding any taxes and including the reasonable fees and disbursements of
   counsel for such Indemnitee in connection with any investigative,
   administrative or judicial proceeding, whether or not such Indemnitee shall
   be designated a party thereto and whether or not such proceeding is brought
   by the Company or any of its Subsidiaries or any of their respective equity
   holders or creditors, an Indemnitee or any other person), imposed on,
   incurred by, or asserted against such Indemnitee in any manner relating to
   or arising out of or in connection with (a) this Agreement or any other Loan
   Document or any act, event or transaction related or attendant thereto,
   whether or not such Indemnitee is a party thereto and whether or not such
   transactions are consummated, the making of the Loans and the issuance of
   and participation in Letters of Credit hereunder, the management of such
   Loans or Letters of Credit, the use or intended use of the proceeds of the
   Loans or Letters of Credit hereunder, or any of the other transactions
   contemplated by the Loan Documents (including any such transactions
   contemplated in the Original Credit Agreement) or (b) any Liabilities and
   Costs under federal, state or local environmental, health or safety laws,
   regulations or common law principles arising from or in connection with the
   past, present or future operations of the Borrowers, the Borrowers
   Subsidiaries or any of their respective predecessors in interest, or, the
   past, present or future environmental, health or safety condition of any
   respective Property of the Borrowers or the Borrowers Subsidiaries,
   the presence of asbestos-containing materials at any respective Property of
   the Borrowers or such Subsidiaries or the Release or threatened Release of
   any Contaminant into the environment (collectively, the Indemnified
   Matters); provided, however,the Borrowers shall have no
   obligation to an Indemnitee hereunder with respect to Indemnified Matters
   resulting from the willful misconduct or gross negligence of such
   Indemnitee, as determined in a final, non-appealable judgment by a court of
   competent jurisdiction. Notwithstanding anything herein to the contrary, the
   Borrowers understand and hereby agree that their obligation to indemnify
   pursuant to this Section 13.3shall apply in the event of the sole,
   concurrent or contributory negligence of any Indemnitee. To the extent that
   the undertaking to indemnify, pay and hold harmless set forth in the
   preceding sentence may be unenforceable because it is violative of any law
   or public policy, the Borrowers shall contribute the maximum portion which
   it is permitted to pay and satisfy under applicable law, to the payment and
   satisfaction of all Indemnified Matters incurred by the
   Indemnitee.





Section 13.4   
    Change in Accounting Principles.If any
   change in the accounting principles used in the preparation of the most
   recent financial statements referred to in Section 7.1is hereafter
   required or permitted by the rules, regulations,


pronouncements and
   opinions of the Financial Accounting Standards Board or the American
   Institute of Certified Public Accountants (or successors thereto or agencies
   with similar functions) and are adopted by the Company and its Subsidiaries
   with the agreement of its independent certified public accountants and such
   change results in a change in the method of calculation of any of the
   covenants, standards or terms found in Article IXand Article
   X, the parties hereto agree to enter into negotiations in order to amend
   such provisions so as to equitably reflect such change with the desired
   result that the criteria for evaluating compliance with such covenants,
   standards and terms by the Company and its Subsidiaries shall be the same
   after such change as if such change had not been made; provided,
   however, no change in GAAP that would affect the method of calculation
   of any of the covenants, standards or terms shall be given effect in such
   calculations until such provisions are amended, in a manner satisfactory to
   the Requisite Lenders and the Company, to so reflect such change in
   accounting principles.





Section 13.5   
    Setoff.In addition to any Liens
   granted under the Loan Documents and any rights now or hereafter granted
   under applicable law, upon the occurrence and during the continuance of any
   Event of Default, each Lender, each Issuing Bank and any Affiliate of any
   Lender or Issuing Bank is hereby authorized by the Borrowers at any time or
   from time to time, without notice to any Person (any such notice being
   hereby expressly waived) to set off and to appropriate and to apply any and
   all deposits (general or special, including indebtedness evidenced by
   certificates of deposit, whether matured or unmatured (but not including
   trust accounts)) and any other Indebtedness at any time held or owing by
   such Lender, Issuing Bank or any of their Affiliates to or for the credit or
   the account of a Borrower against and on account of the Obligations of such
   Borrower to such Lender, Issuing Bank or any of their Affiliates, including
   all Loans and Letters of Credit and all claims of any nature or description
   arising out of or in connection herewith, irrespective of whether or not (i)
   such Lender or Issuing Bank shall have made any demand hereunder or (ii) the
   Administrative Agent, at the request or with the consent of the Requisite
   Lenders, shall have declared the principal of and interest on the Loans and
   other amounts due hereunder to be due and payable as permitted by Article
   XIand even though such Obligations may be contingent or unmatured. Each
   Lender and Issuing Bank agrees that it shall not, without the express
   consent of the Requisite Lenders, and that it shall, to the extent it is
   lawfully entitled to do so, upon the request of the Requisite Lenders,
   exercise its setoff rights hereunder against any accounts of the Borrowers
   or their Subsidiaries now or hereafter maintained with such Lender, Issuing
   Bank or any Affiliate of either of them.





Section 13.6   
    Ratable Sharing.The Lenders and the
   Issuing Banks agree among themselves that (i) with respect to all amounts
   received by them which are applicable to the payment of the Obligations
   (excluding the fees described in Section 2.4(g) (Issuing Bank Charges),
   Section 3.3 (Taxes), Section 3.4 (Increased Capital), Section 4.1(f)
   (Changes; Legal Restrictions) and Section 4.2 (Special Provisions Governing
   Eurodollar Rate Loans))equitable adjustment shall be made so that, in
   effect, all such amounts shall be shared among them ratably in accordance
   with


their Pro Rata
   Shares, whether received by voluntary payment, by the exercise of the right
   of setoff or bankers lien, by counterclaim or cross-action or by the
   enforcement of any or all of the Obligations (excluding the fees described
   in Section 2.4(g) (Issuing Bank Charges), Section 3.3 (Taxes), Section
   3.4 (Increased Capital), Section 4.1(a)(iii), Section 4.1(f) (Changes; Legal
   Restrictions) and Section 4.2 (Special Provisions Governing Eurodollar Rate
   Loans)) or the Collateral, (ii) if any of them shall by voluntary
   payment or by the exercise of any right of counterclaim, setoff, banker
   s lien or otherwise, receive payment of a proportion of the aggregate
   amount of the Obligations held by it which is greater than the amount which
   such Lender is entitled to receive hereunder, the Lender receiving such
   excess payment shall purchase, without recourse or warranty, an undivided
   interest and participation (which it shall be deemed to have done
   simultaneously upon the receipt of such payment) in such Obligations owed to
   the others so that all such recoveries with respect to such Obligations
   shall be applied ratably in accordance with their Pro Rata Shares;
   provided, however, that if all or part of such excess payment
   received by the purchasing party is thereafter recovered from it, those
   purchases shall be rescinded and the purchase prices paid for such
   participation shall be returned to such party to the extent necessary to
   adjust for such recovery, but without interest except to the extent the
   purchasing party is required to pay interest in connection with such
   recovery. Each Borrower agrees that any Lender so purchasing a participation
   from another Lender pursuant to this Section 13.6may, to the fullest
   extent permitted by law, exercise all its rights of payment (including,
   subject to Section 13.5, the right of setoff) with respect to such
   participation as fully as if such Lender were the direct creditor of such
   Borrower in the amount of such participation.





Section 13.7   
    Amendments and Waivers.(a) 
      General Provisions.Unless
   otherwise provided herein, no amendment or modification of any provision
   hereof shall be effective without the written agreement of the Requisite
   Lenders or such other required number of Lenders as herein provided and the
   Borrowers, and no termination or waiver of any provision hereof, or consent
   to any departure by the Borrowers therefrom, shall be effective without the
   written concurrence of the Requisite Lenders, which the Requisite Lenders
   shall have the right to grant or withhold in their sole
   discretion.





(b)    Amendments,
   Consents and Waivers by Affected Lenders.Any
   amendment, modification, termination, waiver or consent with respect to any
   of the following provisions hereof shall be effective only by a written
   agreement, signed by each Term Loan Lender (or, in the case of clause (v)below, Term Loan Lenders holding in the aggregate more than 51% of the
   then aggregate principal amount of the Term Loans), in respect of any of the
   foregoing in respect of the Term Loans and by each Revolving Credit Lender
   (or, in the case of clause (v)below, Revolving Credit Lenders
   holding in the aggregate more than 51% of the then aggregate amount of the
   Revolving Credit Commitments in effect at such time), in respect of any of
   the foregoing in respect of Revolving Loans or Reimbursement
   Obligations:





| | (i) waiver of any of the conditions with
     respect to the Term Loans or Revolving Loans, as the case may be,
     specified in Section 5.1 (Conditions Precedent to the Additional Term
     Loans, the Revolving Loans Made and Letters of Credit Issued on the
     Effective Date) or Section 5.2 (Conditions Precedent to All Subsequent
     Revolving Loans, Swing Loans and Letters of Credit)(except with
     respect to a condition based upon another provision hereof, the waiver of
     which requires only the concurrence of the Requisite Lenders),
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii) increases in the amount of the Loans or
     any of the Commitments of such Lender,
| | ----------------------------------------------------------------------------------------




| | (iii) reduction of the principal of, rate or
     amount of interest on the Term Loans, Revolving Loans or Reimbursement
     Obligations or any fees or other amounts payable to such Lender, as the
     case may be (other than by the payment or prepayment thereof),
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv) postponement of any date fixed for any
     payment of principal of, or interest on, the Term Loans, Revolving Loans
     or Reimbursement Obligations or any fees or other amounts payable to such
     Lender (except with respect to Section 3.1(b) (Mandatory Prepayment of
     Loans) and Section 3.1(c) (Mandatory Prepayment of Revolving Credit
     Obligations)), and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v) postponement of any date fixed for, or
     change in order of application of, any mandatory prepayment or repayment
     made pursuant to Section 3.1(b) (Mandatory Prepayment of Loans) or
     Section 3.1(c) (Mandatory Prepayment of Revolving Credit
     Obligations).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(c) Amendments, Consents and Waivers by all
   Lenders.Notwithstanding the foregoing, any amendment, modification,
   termination, waiver or consent with respect to any of the following
   provisions hereof shall be effective only by a written agreement, signed by
   each Lender: (i) release of any guarantor of the Obligations (except in
   connection with the sale of all or substantially all of the Capital Stock or
   Property of such guarantor or a merger of such guarantor into another
   guarantor or into a Borrower, in each case approved by the Requisite Lenders
   or otherwise permitted hereunder) or all or a substantial portion of the
   Collateral (except as provided in Section 12.9(c) (Release of
   Collateral)), (ii) change in the aggregate Pro Rata Shares of the
   Lenders which shall be required for the Lenders or any of them to take
   action hereunder, (iii) change in the definition of Requisite Lenders or
   (iv) amendment of Section 12.9(c) (Release of Collateral)or
   Section 13.6 (Ratable Sharing)or this Section 13.7.The
   Administrative Agent may, but shall have no obligation to, with the written
   concurrence of any Lender, execute amendments, modifications, waivers or
   consents on behalf of that Lender. Any waiver or consent shall be effective
   only in the specific instance and for the specific purpose for which it was
   given. No notice to or demand on a Borrower in any case shall entitle such
   Borrower to any other or further notice or demand in similar or other
 circumstances. Notwithstanding anything to the contrary contained in this
   Section 13.7, no amendment, modification, waiver or consent shall
   affect the rights or duties of the Administrative Agent hereunder or the
   other Loan Documents, including this Article XII, unless made in
   writing and signed by the Administrative Agent in addition to the Lenders
   required above to take such action. Notwithstanding anything herein to the
   contrary, in the event that a Borrower shall have requested each of the
   Lenders, in writing, to agree to an amendment, modification, waiver or
   consent with respect to any particular provision or provisions hereof, and
   any such Lender shall have failed to state, in writing, that it either
   agrees or disagrees (in full or in part) with such request (in the case of
   its statement of agreement, subject to satisfactory documentation and such
   other conditions it may specify) within thirty (30) days of such request,
   then such Lender hereby irrevocably authorizes the Administrative Agent to
   agree or disagree, in full or in part, and in the Administrative Agent
   s sole discretion, to such requests on behalf of such Lender as such
   Lenders attorney-in-fact and to execute and deliver any writing
   approved by the Administrative Agent which evidences such agreement as such
   Lenders duly authorized agent for such purposes.





Section 13.8   
    Notices.Unless otherwise specifically
   provided herein, any notice or other communication herein required or
   permitted to be given shall be in writing and may be personally served,
   telecopied, or sent by courier service and shall be deemed to have been
   given when delivered in person or by courier service, or upon receipt of a
   telecopy. Notices to the Administrative Agent pursuant to Article II,
   Article IIIor Article VIIshall not be effective until received
   by the Administrative Agent. For the purposes hereof, the addresses of the
   parties hereto (until notice of a change thereof is delivered as provided in
   this Section 13.8) shall be as set forth below each partys name
   on the signature pages hereof or the signature page of any applicable
   Assignment and Acceptance, or, as to each party, at such other address as
   may be designated by such party in a written notice to all of the other
   parties hereto.





Section 13.9   
    Survival of Warranties and Agreements.All representations and warranties made herein and all
   obligations of the Borrowers in respect of taxes, indemnification and
   expense reimbursement shall survive the execution and delivery hereof and of
   the other Loan Documents, the making and repayment of the Loans, the
   issuance and discharge of Letters of Credit hereunder and the termination
   hereof and shall not be limited in any way by the passage of time or
   occurrence of any event and shall expressly cover time periods when the
   Administrative Agent, any of the Issuing Banks or any of the Lenders may
   have come into possession or control of any of the Borrowers or the
   Borrowers Subsidiaries Property.





Section 13.10   
    Failure or Indulgence Not Waiver; Remedies Cumulative.No failure or delay on the part of any Agent, any Lender
   or any Issuing Bank in the exercise of any power, right or privilege under
   any of the Loan Documents shall impair such power, right or privilege or be
   construed to be a waiver of any default or acquiescence therein, nor shall
   any single or partial exercise of any such power, right or


privilege preclude
   other or further exercise thereof or of any other right, power or privilege.
   All rights and remedies existing under the Loan Documents are cumulative to
   and not exclusive of any rights or remedies otherwise available.





Section 13.11   
    Marshaling; Payments Set Aside.None of
   the Agents, any Lender or any Issuing Bank shall be under any obligation to
   marshal any assets in favor of a Borrower or any other party or against or
   in payment of any or all of the Obligations. To the extent that a Borrower
   makes a payment or payments to any Agent, the Lenders or the Issuing Banks
   or any of such Persons receives payment from the proceeds of the Collateral
   or exercise their rights of setoff, and such payment or payments or the
   proceeds of such enforcement or setoff or any part thereof are subsequently
   invalidated, declared to be fraudulent or preferential, set aside or
   required to be repaid to a trustee, receiver or any other party, then to the
   extent of such recovery, the obligation or part thereof originally intended
   to be satisfied, and all Liens, right and remedies therefor, shall be
   revived and continued in full force and effect as if such payment had not
   been made or such enforcement or setoff had not occurred.





Section 13.12   
    Severability.In case any provision in
   or obligation hereunder or under the other Loan Documents shall be invalid,
   illegal or unenforceable in any jurisdiction, the validity, legality and
   enforceability of the remaining provisions or obligations, or of such
   provision or obligation in any other jurisdiction, shall not in any way be
   affected or impaired thereby.





Section 13.13   
    Headings.Section headings herein are
   included herein for convenience of reference only and shall not constitute a
   part hereof or be given any substantive effect.





Section 13.14   
    Governing Law.This Agreement shall be
   interpreted, and the rights and liabilities of the parties hereto
   determined, in accordance with the laws of the State of New
   York.





Section 13.15   
    Limitation of Liability.No claim may
   be made by any Borrower, any Lender, any Issuing Bank, any Agent or any
   other Person against the Administrative Agent, any other Agent, any other
   Issuing Bank or any other Lender or the Affiliates, directors, officers,
   employees, attorneys, advisors, representatives or agents of any of them for
   any special, consequential or punitive damages in respect of any claim for
   breach of contract or any other theory of liability arising out of or
   related to the transactions contemplated hereby, or any act, omission or
   event occurring in connection therewith; and each Borrower, each Lender,
   each Issuing Bank, and each Agent hereby waives, releases and agrees not to
   sue upon any such claim for any such damages, whether or not accrued and
   whether or not known or suspected to exist in its favor. The Borrowers agree
   that no Indemnitee shall have any liability (whether direct or indirect, in
   contract, tort or otherwise) to the Borrowers, OHM, any of their respective
   Subsidiaries or any of their equity holders or creditors for or in
   connection with the transactions


contemplated hereby
   and in the other Loan Documents (including any such transactions
   contemplated in the Original Credit Agreement), except to the extent such
   liability is found in a final judgment by a court of competent jurisdiction
   to have resulted from such Indemnitees gross negligence or willful
   misconduct.





Section 13.16   
    Successors and Assigns.This Agreement
   and the other Loan Documents shall be binding upon the parties hereto and
   their respective successors and assigns and shall inure to the benefit of
   the parties hereto and the successors and permitted assigns of the Lenders
   and the Issuing Banks. The rights hereunder and the interest herein of any
   Borrower may not be assigned without the written consent of all Lenders. Any
   attempted assignment without such written consent shall be void.





Section 13.17   
    Certain Consents and Waivers of the Borrowers.





(a)    PERSONAL
   JURISDICTION.(i)   
    EACH OF THE AGENTS, THE LENDERS, THE ISSUING BANKS AND THE BORROWERS
   IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
   NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT
   SITTING IN NEW YORK, NEW YORK, AND ANY COURT HAVING JURISDICTION OVER
   APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR PROCEEDING ARISING
   OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
   ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN
   CONTRACT, TORT, EQUITY OR OTHERWISE, OR FOR RECOGNITION OR ENFORCEMENT OF
   ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
   AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
   HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE EXTENT PERMITTED BY LAW,
   IN SUCH FEDERAL COURT. EACH OF THE BORROWERS IRREVOCABLY DESIGNATES AND
   APPOINTS CT CORPORATION SYSTEM AT 1633 BROADWAY, NEW YORK, NEW YORK 10019,
   AS ITS RESPECTIVE PROCESS AGENT (THE PROCESS AGENT) FOR
   SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT, SUCH
   SERVICE BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN
   EVERY RESPECT. EACH OF THE AGENTS, THE LENDERS, THE ISSUING BANKS AND THE
   BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
   SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
   THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH OF THE BORROWERS
   WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE
   COURT CONSIDERING THE DISPUTE.





| | (ii)    EACH OF THE
     BORROWERS AGREES THAT THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO
     PROCEED AGAINST THE BORROWERS OR THEIR RESPECTIVE PROPERTY IN A COURT IN
     ANY LOCATION TO ENABLE THE ADMINISTRATIVE AGENT, THE AGENTS, THE ISSUING
     BANKS AND THE LENDERS TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
     FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED
     IN FAVOR OF THE ADMINISTRATIVE AGENT, ANY AGENT, ANY ISSUING BANK OR ANY
     LENDER. EACH OF THE BORROWERS WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE
     LOCATION OF THE COURT IN WHICH THE ADMINISTRATIVE AGENT, ANY AGENTS, ANY
     ISSUING BANK OR ANY LENDER MAY COMMENCE A PROCEEDING DESCRIBED IN THIS
     SECTION.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)    SERVICE OF
   PROCESS.EACH OF THE BORROWERS IRREVOCABLY
   CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN
   ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED
   OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PROCESS AGENT OR THE BORROWERS
    NOTICE ADDRESS SPECIFIED PURSUANT TO Section 13.8, SUCH SERVICE TO
   BECOME EFFECTIVE FIVE (5) DAYS AFTER SUCH MAILING. EACH OF THE BORROWERS
   IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING ANY OBJECTION TO THE LAYING OF
   VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS)WHICH IT MAY
   NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
   RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET
   FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
   OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE
   AGENT TO BRING PROCEEDINGS AGAINST THE BORROWERS IN THE COURTS OF ANY OTHER
   JURISDICTION.





(c)    WAIVER OF
   JURY TRIAL.EACH OF THE AGENTS, THE
   ISSUING BANKS, THE LENDERS AND THE BORROWERS IRREVOCABLY WAIVES TRIAL BY
   JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
   LOAN DOCUMENT.





Section 13.18   
    Counterparts; Effectiveness; Inconsistencies.(a)    This Agreement and any amendments,
   waivers, consents, or supplements hereto may be executed in counterparts,
   each of which when so executed and delivered shall be deemed an original,
   but all such counterparts together shall constitute but one and the same
   instrument. This Agreement shall become effective against the Borrowers,
   each Lender,


each Issuing Bank,
   and each Agent on the Effective Date. This Agreement and each of the other
   Loan Documents shall be construed to the extent reasonable to be consistent
   one with the other, but to the extent that the terms and conditions hereof
   are actually inconsistent with the terms and conditions of any other Loan
   Document, this Agreement shall govern.





(b)On the
   Effective Date, the Original Credit Agreement shall be amended and restated
   in its entirety by this Agreement and the Original Credit Agreement shall
   thereafter be of no further force and effect except as to evidence the
   incurrence by the Borrowers of the Obligations thereunder, as to
   evidence the representations and warranties made by the Borrowers prior to
   the Effective Date and as to evidence any failure to comply with the
   covenants contained in such Original Credit Agreement occurring prior to the
   Effective Date. The terms and conditions of this Agreement and the Agents
   , the Lenders and the Issuing Banks rights and remedies
   under this Agreement and the other Loan Documents, shall apply to all of the
   Obligations incurred under the Original Credit Agreement and the Notes
   issued on February 25, 1998. It is expressly understood and agreed by the
   parties hereto that this Agreement is in no way intended to constitute a
   novation of the obligations and liabilities existing under the Original
   Credit Agreement or evidence payment of all or any of such obligations and
   liabilities. Each Borrower party to the Original Credit Agreement reaffirms
   the Liens granted to the Administrative Agent for the benefit of the
   Lenders, the Issuing Banks and the other Holders pursuant to each of the
   Loan Documents executed by such Borrower, which Liens shall continue in full
   force and effect during the term of this Agreement and any renewals thereof
   and shall continue to secure the Obligations identified in such Loan
   Documents. All references to the Original Credit Agreement (or to any
   amendment or any amendment and restatement thereof) in the Loan Documents
   shall be deemed to refer to this Agreement.





Section 13.19   
    Limitation on Agreements.All
   agreements between the Loan Parties, each Agent, each Lender and each
   Issuing Bank in the Loan Documents are hereby expressly limited so that in
   no event shall any of the Loans made on or after the Effective Date or other
   amounts payable by the Borrowers under any of the Loan Documents from and
   after the Effective Date be directly or indirectly secured (within the
   meaning of Regulation U) by Margin Stock.





Section 13.20   
    Confidentiality.Subject to Section
   13.1(e),the Lenders and the Issuing Banks shall hold all nonpublic
   information obtained pursuant to the requirements hereof and identified as
   such by the Borrowers in accordance with such Lenders or such Issuing
   Banks customary procedures for handling confidential information of
   this nature and in accordance with safe and sound banking or commercial
   lending practices and in any event may make disclosure reasonably required
   by a bona fide offeree or transferee (or participant) in connection with the
   contemplated transfer (or participation), or to any direct or indirect
   contractual counterparty in connection with swap agreements or such
   contractual counterpartys professional advisor (so long as
   such


contractual
   counterparty or professional advisor to such contractual counterparty agrees
   to be bound by the provisions of this Section 13.20), or as required
   or requested by any Governmental Authority or representative thereof, or as
   required or requested by the National Association of Insurance Commissioners
   or any similar organization or any nationally recognized rating agency that
   requires access to information about a Lenders investment portfolio in
   connection with ratings issued with respect to such Lender, or pursuant to
   legal process, or to its accountants, lawyers and other advisors, and shall
   require any such offeree, transferee (or participant) or contractual
   counterparty to agree (and require any of its offerees, transferees,
   participants or contractual counterparties to agree) to comply with this
   Section 13.20. In no event shall any Lender or any Issuing Bank be
   obligated or required to return any materials furnished by the Borrowers;
   provided, however,each offeree shall be required to agree that if it
   does not become a transferee (or participant) or contractual counterparty it
   shall return all materials furnished to it by the Borrowers in connection
   herewith.





Section 13.21   
    Entire Agreement.This Agreement, taken
   together with the Commitment Letter, dated February 10, 2000, among the
   Company, the Administrative Agent and the Arranger, and all of the other
   Loan Documents, embodies the entire agreement and understanding among the
   parties hereto and supersedes all prior agreements and understandings,
   written and oral, relating to the subject matter hereof.





Section 13.22   
    Senior Indebtedness.The Borrowers and
   the Lenders agree that the Obligations shall constitute Senior
   Debt, Senior Indebtedness or Guarantor
   Senior Indebtedness within the meaning of the 8% Debenture
   Indenture and that this Agreement shall continue to be the Credit
   Agreement defined in the Senior Subordinated Note
   Indenture.





Section 13.23   
    Post-Closing Matters.The Borrowers
   agree that, unless waived by the Administrative Agent, they shall use their
   best efforts to provide to the Administrative Agent after the Effective Date
   those documents listed in Section Cof Exhibit Ffor which the
   Company is listed as the responsible party.





In Witness Whereof, this Agreement has
   been duly executed as of the date first above written.





[See Document Number
   884352 For Signature Pages]