<PAGE>

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

                                CREDIT AGREEMENT

                                   dated as of

                                February 20, 2001


                                      among

                       STEWART & STEVENSON SERVICES, INC.


                            The Lenders Party Hereto


                            THE CHASE MANHATTAN BANK
                             as Administrative Agent


                                  BANK ONE, NA
                              as Syndication Agent


                         WELLS FARGO BANK (TEXAS), N. A.
                             as Documentation Agent

                              THE BANK OF NEW YORK
                                   as Co-Agent

                                       and

                            THE CHASE MANHATTAN BANK
                                as Auction Agent

                           --------------------------

                             CHASE SECURITIES INC.,
                      as Sole Lead Arranger and Bookrunner

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

<PAGE>

         This CREDIT AGREEMENT (as amended, modified, restated, supplemented
and in effect from time to time, this "AGREEMENT") is dated as of February
20, 2001 and is made and entered into by and among STEWART & STEVENSON
SERVICES, INC., the LENDERS party hereto, as the initial Lenders; BANK ONE,
NA, as Syndication Agent; WELLS FARGO BANK (TEXAS), N. A., as Documentation
Agent; THE BANK OF NEW YORK, as Co-Agent; THE CHASE MANHATTAN BANK, as
Auction Agent for the Lenders, and THE CHASE MANHATTAN BANK, as
Administrative Agent for the Lenders.

         For good and valuable consideration, the receipt and sufficiency of
which are acknowledged by all such parties, the parties hereto agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. DEFINED TERMS. As used in this Agreement, the following
terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing,
means that such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "ADJUSTED LIBO RATE" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for
such Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank, in
its capacity as administrative agent for the Lenders hereunder, and its
successors in that capacity.

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

                  "AFFILIATE" means, with respect to a specified Person,
another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with
the Person specified. "Affiliate" includes, but is not limited to, any Person
(i) who is a director or executive officer of the Borrower or of any
Restricted Subsidiary, (ii) which beneficially owns or holds securities
representing 10% or more of the combined voting power of the total Equity
Interests of the Borrower or any Restricted Subsidiary, or (iii) of which
securities representing 10% or more of the combined voting power of the total
Equity Interests is beneficially owned or held by the Borrower or any
Restricted Subsidiary, or by the Borrower and one or more Restricted
Subsidiaries.

                  "ALTERNATE BASE RATE" means, for any day, a rate per annum
(rounded upwards, if necessary, to the next higher 1/16th of 1%) equal to the
greater of (a) the Prime Rate in effect on such day, or (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds

<PAGE>

Effective Rate shall be effective from and including the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

                  "APPLICABLE PERCENTAGE" means, with respect to any Lender,
the percentage of the total Commitments represented by such Lender's
Commitment. If the Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.

                  "APPLICABLE RATE" means, for any day, and with respect to
any Eurodollar Loan, or with respect to the commitment fees payable
hereunder, as the case may be, the applicable rate per annum set forth below
under the caption "LIBOR Margin" or "Commitment Fee", as the case may be,
based upon the Leverage Ratio as of the most recent determination date:

<TABLE>
<CAPTION>
               --------------------------- ------------------------------ --------------------------
                     Leverage Ratio                 LIBOR Margin                Commitment Fee
               --------------------------- ------------------------------ --------------------------
<S>                                        <C>                            <C>
                         > 2.50                       175 bps                     50.0 bps
                         -
               --------------------------- ------------------------------ --------------------------
                         > 2.00                       150 bps                     37.5 bps
                         -
               --------------------------- ------------------------------ --------------------------
                         > 1.50                       125 bps                     37.5 bps
                         -
               --------------------------- ------------------------------ --------------------------
                         > 1.00                       100 bps                     25.0 bps
                         -
               --------------------------- ------------------------------ --------------------------
                         < 1.00                        75 bps                     20.0 bps
               --------------------------- ------------------------------ --------------------------
</TABLE>

         For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's financial statements delivered pursuant to SECTION
5.1(a) OR (b) and (ii) each change in the Applicable Rate resulting from a
change in the Leverage Ratio shall be effective during the period commencing
on and including the date of delivery to the Administrative Agent of such
financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change; PROVIDED
that the Leverage Ratio shall be deemed to be greater than 2.50 to 1.00 (A)
at any time that an Event of Default has occurred and is continuing or (B) at
the option of the Administrative Agent or at the request of the Required
Lenders, if the Borrower fails to deliver the financial statements required
to be delivered by it pursuant to SECTION 5.1(a) OR (b), during the period
from the expiration of the time for delivery thereof until such financial
statements are delivered. The Applicable Rate for ABR Loans shall be zero.

                  "ASSET SALE" means any Transfer to any Person (including
any by way of merger or consolidation), directly or indirectly, in one or a
series of related transactions, of (a) any Equity Interest in any Restricted
Subsidiary held by the Borrower or any Restricted Subsidiary (including the
issuance of additional Equity Interests), or (b) except in the ordinary
course of business, any other property of the Borrower or any Restricted
Subsidiary.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by SECTION 9.4), and accepted by the
Administrative Agent, in the form of EXHIBIT A or any other form approved by
the Administrative Agent.

                                       2
<PAGE>

                  "AUCTION AGENT" means The Chase Manhattan Bank in its
capacity as Auction Agent for the Lenders hereunder, together with its
successors in such capacity.

                  "AVAILABILITY PERIOD" means the period from and including
the Effective Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments.

                  "BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America and any successor entity performing
similar functions.

                  "BORROWER" means Stewart & Stevenson Services, Inc., a
Texas corporation.

                  "BORROWING" means (a) Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect, or (b) a Competitive Loan
or group of Competitive Loans of the same Type made on the same date and as
to which a single Interest Period is in effect.

                  "BORROWING REQUEST" means a request by the Borrower for a
Borrowing in accordance with SECTION 2.3.

                  "BUSINESS DAY" means any day that is not a Saturday, Sunday
or other day on which commercial banks in Houston, Texas or New York, New
York are authorized or required by law to remain closed; PROVIDED that, when
used in connection with a Eurodollar Loan, the term "BUSINESS DAY" shall also
exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

                  "CAPITAL EXPENDITURES" means, for any period, the additions
to property, plant and equipment and other capital expenditures of the
Borrower and its consolidated Subsidiaries that are (or would be) set forth
in a consolidated statement of cash flows of the Borrower for such period
prepared in accordance with GAAP, but EXCLUDING expenditures for the
restoration, repair or replacement of any fixed or capital asset which was
destroyed or damaged, in whole or in part, to the extent financed by the
proceeds of insurance.

                  "CAPITAL LEASE OBLIGATIONS" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property,
or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "CHANGE IN CONTROL" means any of (a) the acquisition by any
Person or two or more Persons acting in concert of beneficial ownership of
25% or more of the outstanding shares of voting stock of the Borrower, or (b)
a majority of the members of the Board of Directors of the Borrower on any
date shall not have been members of the Board of Directors of the Borrower on
the date 12 months prior to such date, or (c) all or substantially all of the
assets of the Borrower are sold in a single transaction or series of related
transactions to any Person or Persons, or (d) the merger or consolidation of
the Borrower into any other Person.

                                       3
<PAGE>

                  "CHANGE IN LAW" means (a) the adoption or effectiveness of
any law, rule or regulation after the date of this Agreement, (b) any change
in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement, or
(c) compliance by any Lender or the Issuing Bank (or, for purposes of SECTION
2.14(B), by any lending office of such Lender or by such Lender's or the
Issuing Bank's holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.

                  "CHASE" means The Chase Manhattan Bank in its individual
capacity.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Competitive Loans.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute, as now or hereafter in effect,
together with all regulations, rulings and interpretations thereof or
thereunder by the Internal Revenue Service or any entity succeeding to all or
part of its functions.

                  "COMMITMENT" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or increased from
time to time pursuant to SECTION 2.8 or SECTION 2.18(b) and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to SECTION 9.4. The initial amount of each Lender's Commitment is
set forth on SCHEDULE 2.1, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable. The
initial aggregate amount of the Lenders' Commitments is $130,000,000.

                  "COMPETITIVE BID" means an offer by a Lender to make a
Competitive Loan in accordance with SECTION 2.4.

                  "COMPETITIVE BID RATE" means, with respect to any
Competitive Bid, the Margin or Fixed Rate. as applicable, offered by the
Lender making such Competitive Bid.

                  "COMPETITIVE BID REQUEST" means a request by the Borrower
for Competitive Bids in accordance with SECTION 2.4.

                  "COMPETITIVE LOAN" means a Loan made pursuant to SECTION
2.4.

                  "CONTROL" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise, which includes the customary powers of a managing member of a
limited liability company or any general partner of any limited partnership
or any service as a director of any corporation. "CONTROLLING" and
"CONTROLLED" have meanings correlative thereto.

                                       4
<PAGE>

                  "DEFAULT" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default.

                  "DISCLOSED MATTERS" means the actions, suits and
proceedings and the environmental matters disclosed in SCHEDULE 3.6.

                  "DOLLARS" or "$" refers to lawful money of the United
States of America.

                  "EBITDA" means, with respect to the Borrower and its
Restricted Subsidiaries on a consolidated basis, for any period, without
duplication, the sum of consolidated net income PLUS, to the extent deducted
in calculating consolidated net income, depreciation, amortization,
depletion, other non-cash expenses, interest expense, and Tax expense, and
MINUS, to the extent added in calculating consolidated net income, any
non-cash income, all determined in accordance with GAAP; PROVIDED, that
extraordinary gains or losses, and gains and losses on the disposition of
assets (other than in the ordinary course of business), shall not be included
in EBITDA.

                  "EFFECTIVE DATE" means the first date on which the
conditions specified in SECTION 4.1 are satisfied (or waived in accordance
with SECTION 9.2).

                  "ELIGIBLE ASSIGNEE" means (a) any Lender; (b) any Affiliate
of any Lender; (c) a commercial bank (or an affiliate of a commercial bank)
organized or licensed under the laws of the United States of America, or a
state thereof, and having total assets in excess of $1,000,000,000, (d) a
commercial bank organized under the laws of any other country which is a
member of the Organization for Economic Cooperation and Development ("OECD"),
or a political subdivision of any such country, and having total assets in
excess of $1,000,000,000, PROVIDED that such bank is acting through a branch
or agency located in the country in which it is organized or another country
that also is a member of the OECD, and (e) a finance company, insurance
company, other financial institution or fund, acceptable to the
Administrative Agent, the Issuing Bank and the Borrower, which is regularly
engaged in making, purchasing or investing in commercial loans and having
total assets in excess of $1,000,000,000; PROVIDED, HOWEVER, that if a
Default has occurred and is continuing, the approval of the Borrower shall
not be required. If the consent of the Borrower to an assignment or to an
Eligible Assignee is required hereunder, such consent shall not be
unreasonably withheld or delayed, and the Borrower shall be deemed to have
given such consent five Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless
the Borrower notifies the Administrative Agent of its refusal to give such
consent before such fifth Business Day.

                  "ENVIRONMENTAL CLAIM" means any claim; litigation; demand;
action; cause of action; suit; judgment, governmental or private
investigation and testing; notification of status of being potentially
responsible for clean-up of any facility or for being in violation or in
potential violation of any Environmental Law; proceeding; consent or
administrative orders, agreements or decrees; lien; personal injury or death
of any person; or property damage, whether threatened,

                                       5
<PAGE>

sought, brought or imposed, that is related to or that seeks to recover or
impose Environmental Liabilities for (i) failure to comply with Environmental
Laws; (ii) improper use or treatment of wetlands, pinelands or other
protected land or wildlife; (iii) radioactive materials (including naturally
occurring radioactive materials ["NORM"]); (iv) pollution, contamination,
Remediation or clean-up of the air, surface water, groundwater, or soil; (v)
solid, gaseous or liquid waste generation, handling, discharge, release,
threatened release, treatment, storage, disposal or transportation; (vi)
exposure or death of, or injury to, persons or property from Hazardous
Substances and the effects thereof; or (vii) the release or threatened
release (into the indoor or outdoor environment) or Remediation of Hazardous
Substances.

                  "ENVIRONMENTAL LAWS" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or
binding agreements issued, promulgated or entered into by any Governmental
Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, release or threatened
release of any Hazardous Substance or to health and safety matters.

                  "ENVIRONMENTAL LIABILITIES" means all liabilities arising
from any Environmental Claim under any theory of recovery, at law or in
equity, and whether based on negligence, strict liability, any Environmental
Law or otherwise, including: remedial, removal, response, abatement,
restoration (including natural resources), investigative, or monitoring
costs, personal injury and damage to property or natural resources and any
other related costs, expenses, losses, damages, penalties, fines, liabilities
and obligations and including, but not limited to, attorneys' fees,
diminution in value, and expert's fees and costs incurred in testing for the
likelihood of Remediation or the likelihood of violation of any Environmental
Laws, and monitoring or responding to efforts to require Remediation or any
claim based upon any asserted or actual breach or violation of Environmental
Laws.

                  "ENVIRONMENTAL PERMIT" means any permit, license,
certificates, registration, identification number, application, consent,
approval, variance, notice of intent, exemption, approval or other
authorization required under any Environmental Law.

                  "EQUITY INTERESTS" means shares of capital stock, general
or limited partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests
in a Person, or any warrants, options or other rights to acquire, or
securities convertible into or exchangeable for, any such interests.

                  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time, or any successor statute, and all
rules, regulations, rulings and interpretations thereunder adopted by the
Internal Revenue Service, the U.S. Department of Labor, or any entity
succeeding to all or part of their respective functions.

                  "ERISA AFFILIATE" means any trade or business (whether or
not incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

                                       6
<PAGE>

                  "ERISA EVENT" means (a) any "reportable event", as defined
in Section 4043 of ERISA or the regulations issued thereunder with respect to
a Plan (other than an event for which the 30-day notice period is waived);
(b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Code
or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the Borrower
or any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by the Borrower or
any ERISA Affiliate from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by
the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

                  "EURODOLLAR", when used in reference to any Loan or
Borrowing, means that such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate
(or, in the case of a Competitive Loan, the LIBO Rate).

                  "EVENT OF DEFAULT" has the meaning assigned to such term in
ARTICLE VII.

                  "EXCLUDED TAXES" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to
be made by or on account of any obligation of the Borrower hereunder, (a)
income or franchise taxes imposed on (or measured by) its net income by the
United States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located, (b)
any branch profits taxes imposed by the United States of America or any
similar tax imposed by any other jurisdiction in which the Borrower is
located, in each case to the extent, but only to the extent, imposed on
account of the Obligations, and (c) in the case of a Foreign Lender (other
than an assignee pursuant to a request by the Borrower under SECTION
2.18(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with SECTION 2.16(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
SECTION 2.16(a).

                  "EXISTING LETTERS OF CREDIT" means the letters of credit
described on ANNEX A to this Agreement.

                  "EXPOSURE" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Loans and its LC
Exposure at such time.

                                       7
<PAGE>

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

                  "FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer, assistant treasurer or controller of
the Borrower.

                  "FINANCING TRANSACTIONS" means the execution, delivery and
performance by each Loan Party of the Loan Documents to which it is to be a
party, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder.

                  "FIXED CHARGE COVERAGE RATIO" means, for any day, the ratio
of (a) the amount of EBITDA less the sum of (x) Capital Expenditures and (y)
common and preferred stock dividends to (b) Interest Expense, in each case
determined with respect to the Borrower and its Restricted Subsidiaries on a
consolidated basis and for the 12-month period ending on such date.

                  "FIXED RATE" means, with respect to any Competitive Loan
(other than a Eurodollar Competitive Loan) the fixed rate of interest per
annum specified by the Lender making such Competitive Loan in its related
Competitive Bid.

                  "FIXED RATE BORROWING" means a Competitive Loan bearing
interest at a Fixed Rate.

                  "FOREIGN LENDER" means any Lender that is organized under
the laws of a jurisdiction other than that in which the Borrower is located.
For purposes of this definition, the United States of America, each State
thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "FOREIGN SUBSIDIARY" means any Subsidiary that is organized
under the laws of a jurisdiction other than the United States of America or
any State thereof or the District of Columbia.

                  "FUNDED DEBT" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money (other than obligations
which are nonrecourse to such Person), (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid,
and (d) all Capital Lease Obligations of such Person. The Funded Debt of any
Person shall include the Funded Debt of any other entity (including any
partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person's ownership interest in
or other relationship with such entity, except to the extent the terms of
such Funded Debt provide that such Person is not liable therefor.

                                       8
<PAGE>

                  "GAAP" means, as to a particular Person, such accounting
practice as, in the opinion of the independent certified public accountants
of recognized national standing regularly retained by such Person and
acceptable to the Required Lenders, conforms at the time to generally
accepted accounting principles, consistently applied. Generally accepted
accounting principles means those principles and practices (a) which are
recognized as such by the Financial Accounting Standards Board or equivalent
non-United States counterpart, (b) which are applied for all periods after
the date hereof in a manner consistent with the manner in which such
principles and practices were applied to the most recent audited financial
statements of the relevant Person furnished to Lenders, and (c) which are
consistently applied for all periods after the date hereof so as to reflect
properly the financial condition, and results of operations and changes in
financial position, of such Person. If any change in any accounting principle
or practice is required by the Financial Accounting Standards Board or
equivalent non-United States counterpart in order for such principle or
practice to continue as a generally accepted accounting principle or
practice, all reports and financial statements required hereunder may be
prepared in accordance with such change only after written notice of such
change is given to Administrative Agent.

                  "GOVERNMENTAL AUTHORITY" means the sovereign governmental
authority of any nation, the government of the United States of America, or
any political subdivision of any of the foregoing, whether state, provincial
or local, and any agency, department, board, bureau, authority,
instrumentality, regulatory body, court or other tribunal, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.

                  "GUARANTEE" of or by any Person (the "GUARANTOR") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of
any other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness or other obligation of the
payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation, or
(d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation; PROVIDED, that
the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.

                  "GUARANTY" means a Guaranty in substantially the form of
EXHIBIT B hereto.

                  "HAZARDOUS SUBSTANCES" means (i) those substances included
within the statutory and/or regulatory definitions or listings of "hazardous
substance," "medical waste," "special waste," "solid waste," "hazardous
waste," "extremely hazardous substance," "regulated substance," "hazardous
materials," or "toxic substances," under any Environmental Law; (ii) any

                                       9
<PAGE>

material, waste or substance which is or contains: (A) petroleum, oil or a
fraction thereof, (B) explosives, or (C) radioactive materials (including
naturally occurring radioactive materials); and (iii) such other substances,
materials, or wastes that are or become classified or regulated as hazardous
or toxic under any applicable international, federal, state or local law or
regulation.

                  "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price
hedging arrangement.

                  "INDEBTEDNESS" of any Person means, without duplication,
(a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid,
(d) all obligations of such Person under conditional sale or other title
retention agreements relating to property or assets acquired by such Person,
or incurred in connection with the financing of the purchase of acquisition
of property or assets by such Person, (e) all obligations of such Person in
respect of the deferred purchase price of property or services (excluding
current trade accounts payable incurred in the ordinary course of business),
(f) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (g) all Guarantees by such
Person of Indebtedness of others, (h) all Capital Lease Obligations of such
Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, and
(j) all obligations, contingent or otherwise, of such Person in respect of
bankers' acceptances. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as
a result of such Person's ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INTEREST ELECTION REQUEST" means a request by the Borrower
to convert or continue a Borrowing in accordance with SECTION 2.7.

                  "INTEREST EXPENSE" means, for any period, the cash interest
payments by a Person made during such period in connection with such Person's
Funded Debt.

                  "INTEREST PAYMENT DATE" means (a) for ABR Borrowings, the
last day of each January, April, July and October, and the Maturity Date; (b)
for Eurodollar Borrowings, the last day of the applicable Interest Period
(and if such Interest Period exceeds three months' duration, quarterly,
commencing on the first quarterly anniversary of the first day of such
Interest Period); and (c) with respect to any Fixed Rate Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Fixed Rate Borrowing with an Interest Period of
more than 90 days duration (unless otherwise specified in the applicable
Competitive Bid Request), each day prior to the last day of such Interest
Period that occurs at

                                       10
<PAGE>

intervals of 90 days' duration after the first day of such Interest Period,
and any other dates that are specified in the applicable Competitive Bid
Request as Interest Payment Dates with respect to such Borrowing.

                  "INTEREST PERIOD" means (a) with respect to any Eurodollar
Borrowing, the period commencing on the date such Borrowing is made or
designated as, or the effective date of any conversion into, a Eurodollar
Loan, or, in the case of a continuation to a successive Interest Period, the
last day of the immediately preceding Interest Period, and ending in each
case on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as the Borrower may elect, and (b) with
respect to any Fixed Rate Borrowing, the period (which shall not be less than
seven days) commencing on the date of such Borrowing and ending on the date
specified in the applicable Competitive Bid Request; PROVIDED, that (i) if
any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless,
in the case of a Eurodollar Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day, (ii) any Interest Period
pertaining to a Eurodollar Borrowing that commences on the last Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall
end on the last Business Day of the last calendar month of such Interest
Period, and (iii) no Interest Period shall ever extend beyond the Maturity
Date. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

                  "INVESTMENT" means (a) any purchase or other acquisition
(including pursuant to any merger or consolidation with any Person that was
not a Restricted Subsidiary prior to such merger or consolidation) of any
Equity Interest in, evidence of Indebtedness of, or other securities of, any
other Person, (b) any making of any loan, advance, extension of credit or
Transfer of property or capital contribution to any other Person, (c) any
incurrence, assumption or existence of any liability, contingent or
otherwise, with respect to any obligation or liability of any other Person,
or (d) any making of any commitment to make any of the foregoing.

                  "ISSUING BANK" means The Chase Manhattan Bank, in its
capacity as the issuer of Letters of Credit hereunder, and its successors in
such capacity as provided in SECTION 2.5(i). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, in which case the term "Issuing Bank" shall
include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.

                  "LC DISBURSEMENT" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC EXPOSURE" means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time
plus (b) the aggregate amount of all LC Disbursements that have not yet been
reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time.

                                       11
<PAGE>

                  "LEGAL REQUIREMENT" means any law, statute, ordinance,
decree, requirement, order, judgment, rule, or regulation (or interpretation
of any of the foregoing) of, and the terms of any license or permit issued
by, any Governmental Authority, whether presently existing or arising in the
future. The term "Legal Requirement" includes Environmental Laws.

                  "LENDERS" means the Persons listed on SCHEDULE 2.1 and any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance or pursuant to SECTION 2.8(d) or SECTION 2.18(b), other than
any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance.

                  "LETTER OF CREDIT" means any letter of credit issued
pursuant to this Agreement and shall include Existing Letters of Credit.

                  "LEVERAGE RATIO" means, for any day, the ratio of (a) the
Funded Debt on such date to (b) the amount of EBITDA for the 12-month period
ending on such date, all determined with respect to the Borrower and the
Restricted Subsidiaries on a consolidated basis. In the event of an
acquisition by the Borrower or a Restricted Subsidiary, and if (i) the
acquired entity, if a Subsidiary, shall be a Restricted Subsidiary, (ii) the
EBITDA of the acquired entity shall have been computed in accordance with
GAAP, (iii) unless the Required Lenders otherwise consent, the financial
statements of such entity for its most recently completed fiscal year shall
have been audited by independent public accountants of recognized national
standing and otherwise meet the standards prescribed in SECTION 5.1(a) for
financial statements of the Borrower, and (iv) such financial statements
shall have been delivered to each Lender, then the EBITDA (whether positive
or negative) of the acquired entity will be included as if such acquired
entity had been owned by the Borrower or a Restricted Subsidiary for the
entire rolling 12-month period.

                  "LIBO RATE" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate
for dollar deposits in an amount comparable to such Borrowing with a maturity
comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO RATE" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the Administrative Agent
in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                  "LIEN" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, collateral assignment,
encumbrance, negative pledge, charge or security interest in, on or of such
asset, including any agreement to give any of the foregoing, (b) the interest
of a vendor or a lessor under any conditional sale agreement, capital lease
or title

                                       12
<PAGE>

retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset, and (c) in
the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.

                  "LOAN DOCUMENTS" means any and all papers now or hereafter
governing, evidencing, guaranteeing or securing or otherwise relating to all
or any part of the Obligations, including this Agreement, each Note, each
Guaranty, each Competitive Bid Request, each Borrowing Request, all
instruments, certificates and agreements now or hereafter executed or
delivered to the Administrative Agent or any Lender pursuant to any of the
foregoing or in connection with the Loans, the Letters of Credit or any
commitment regarding the Loans or the Letters of Credit and all amendments,
modifications, renewals, extensions, increases and rearrangements of, and
substitutions for, any of the foregoing.

                  "LOAN PARTIES" means the Borrower and the Subsidiary Loan
Parties.

                  "LOANS" means the loans (including Competitive Loans) made
by the Lenders to the Borrower pursuant to this Agreement.

                  "MARGIN" means, with respect to any Competitive Loan
bearing interest at a rate based on the LIBO Rate, the marginal rate of
interest, if any, to be added to or subtracted from the LIBO Rate to
determine the rate of interest applicable to such Loan, as specified by the
Lender making such Loan in its related Competitive Bid.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect
on (a) the business, assets, property, condition (financial or otherwise) or
prospects of the Borrower and the Restricted Subsidiaries taken as a whole,
or (b) the validity or enforceability of this Agreement, any Note or any
other Loan Document or the rights of or benefits available to the
Administrative Agent, the Auction Agent, the Issuing Bank or the Lenders
thereunder.

                  "MATERIAL INDEBTEDNESS" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more
Hedging Agreements, of any one or more of the Borrower and its Restricted
Subsidiaries in an aggregate principal amount exceeding $10,000,000. For
purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the Borrower or any Restricted Subsidiary in respect of any
Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Restricted
Subsidiary would be required to pay if such Hedging Agreement were terminated
at such time.

                  "MATERIAL SUBSIDIARY" means, as of the date of any
determination, any Subsidiary (a) having consolidated assets on such date
equal to or greater than 5% of the Borrower's total consolidated assets on
such date, or (b) which contributed 5% or more of the total consolidated
revenues of the Borrower and the Subsidiaries in the most recent fiscal
quarter. For purposes of this definition, (x) consolidated assets of a
Subsidiary shall be determined based on the most recent quarterly or annual
consolidated financial statements of such Subsidiary available prior to such
determination, and (y) consolidated assets of the Borrower and its
Subsidiaries shall be

                                       13
<PAGE>

determined based on the most recent quarterly or annual consolidated
financial statements of the Borrower available prior to such determination.

                  "MATURITY DATE" means the earlier of (a) the date the
principal amount then outstanding of, and accrued and unpaid interest on, the
Loans becomes due pursuant to SECTION 7.2, or (b) January 31, 2004.

                  "MINIMUM TANGIBLE NET WORTH" means, as of any date, the sum
of (a) $285,000,000, plus (b) the net proceeds (whether cash or noncash)
realized by the Borrower (or by any Restricted Subsidiary in a transaction
permitted by this Agreement) in connection with the issuance of any Equity
Interests after October 28, 2000, plus (c) 50% of Net Income for each fiscal
quarter beginning after October 28, 2000 and completed by such date (but if
Net Income is negative for any such fiscal quarter, such Net Income shall not
be used in computing the Minimum Tangible Net Worth).

                  "MULTIEMPLOYER PLAN" means a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

                  "NET INCOME" means the gross revenues and other proper
income credits, less all proper income charges (including Taxes on income),
all determined for the Borrower and the Restricted Subsidiaries on a
consolidated basis in accordance with GAAP.

                  "NOTE" means a promissory note in the form attached hereto
as EXHIBIT D payable to the order of a Lender, with the blanks therein
appropriately completed, executed by Borrower. "NOTES" means, collectively,
all of such Notes outstanding at any given time.

                  "NOTE PURCHASE AGREEMENT" means the letter agreement dated
as of May 30, 1996, by and among the Borrower and the purchasers named
therein, with respect to the Borrower's 6.72% Series A Senior Notes Due May
30, 1999, 7.03% Series B Senior Notes Due May 30, 2001, 7.29% Series C Senior
Notes Due May 30, 2003, and 7.38% Series D Senior Notes Due May 30, 2006, as
amended, modified, supplemented, restated and in effect from time to time.

                  "OBLIGATIONS" means, as at any date of determination
thereof, the sum of (a) the aggregate principal amount of Loans outstanding
on such date, PLUS (b) the aggregate LC Exposures outstanding on such date,
PLUS (c) all accrued and unpaid fees in connection with the Loan Documents on
such date, PLUS (d) other indebtedness, liabilities, obligations and
indemnities owing by the Borrower or any other Loan Party to any Lender, the
Administrative Agent, the Auction Agent, or the Issuing Bank or to any other
Person required to be indemnified under any Loan Document, of any kind or
nature, present or future, plus (e) all accrued and unpaid interest on the
amounts described in CLAUSES (a), (b), (c) OR (d) on such date. The term
"Obligations" includes all expenses, attorneys' fees and disbursements, and
any other sum chargeable to the Borrower or any other Loan Party under this
Agreement or any other Loan Document.

                  "ORGANIZATIONAL DOCUMENTS" means the certificate or
articles of incorporation and bylaws of a corporation; the partnership
agreement of a partnership; the limited liability

                                       14
<PAGE>

company agreement, regulations or operating agreement of a limited liability
company; or other, similar organic governing agreement of any Person.

                  "OTHER TAXES" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "PARTICIPANT" has the meaning set forth in SECTION 9.4(f).

                  "PBGC" means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar
functions.

                  "PERMITTED ENCUMBRANCES" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
                  being contested in compliance with SECTION 5.3;

                           (b) artisan's, operators', carriers', warehousemen's,
                  mechanics', materialmen's, repairmen's and other like Liens
                  imposed by law, arising in the ordinary course of business and
                  securing obligations that are not overdue or are being
                  contested in compliance with SECTION 5.5;

                           (c) pledges and deposits made in the ordinary course
                  of business in compliance with workers' compensation,
                  unemployment insurance, and other social security laws or
                  regulations;

                           (d) deposits to secure the performance of bids,
                  tenders, trade contracts, leases, statutory obligations,
                  surety and appeal bonds, performance bonds and other
                  obligations of a like nature, in each case in the ordinary
                  course of business;

                           (e) judgment liens in respect of judgments or awards
                  that do not constitute an Event of Default under SECTION
                  7.1(l);

                           (f) easements, zoning restrictions, rights-of-way and
                  similar encumbrances on real property imposed by law or
                  arising in the ordinary course of business that do not secure
                  any monetary obligations and do not materially detract from
                  the value of the affected property or interfere with the
                  ordinary conduct of business of the Borrower or any Restricted
                  Subsidiary;

                  (g) landlord's or lessor's liens under leases in the ordinary
                  course of business; and

                  (h) liens in or limitations on the use of funds held in trust
                  securing the repayment of indebtedness to any industrial
                  development corporation;

                                       15
<PAGE>

PROVIDED that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "PERMITTED INVESTMENTS" means:

                           (a) readily marketable securities issued or fully
                  guaranteed by the United States of America with maturities of
                  not more than one year from date of issuance;

                           (b) financial instruments (including commercial
                  paper) with maturities of not more than 270 days of Persons,
                  in each case, which are rated in one of the top two rating
                  classifications by at least one nationally recognized rating
                  agency;

                           (c) certificates of deposit, banker's acceptances,
                  eurodollar deposits or other time deposits having a maturity
                  of not more than 180 days from the date of issuance, or tax
                  exempt bonds backed by letters of credit, in each case, issued
                  by any U.S. domestic bank having capital surplus and undivided
                  profits of at least $100,000,000 or by any other financial
                  institution acceptable to the Required Lenders;

                           (d) fully collateralized repurchase agreements with a
                  term of not more than 30 days for securities described in
                  CLAUSE (a) or CLAUSE (b) above and entered into with a
                  financial institution satisfying the criteria described in
                  CLAUSE (c) above;

                           (e) readily marketable shares of any money market
                  fund having total assets in excess of $250,000,000 and rated
                  in one of the top two rating classifications by at least one
                  nationally recognized rating agency and that are properly
                  classified as current assets in accordance with GAAP;

                  (f) normal and reasonable travel advances in the ordinary
                  course of business to employees;

                           (g) customer obligations and receivables owing to the
                  Borrower or any Restricted Subsidiary and arising out of sales
                  or leases made or the rendering of services by the Borrower or
                  any Restricted Subsidiary in the ordinary course of business;

                           (h) acquisitions (with or without recourse and with
                  or without discount) of negotiable instruments evidencing
                  customer obligations and receivables of the Borrower or any
                  Restricted Subsidiary and arising out of sales or leases made
                  by the Borrower or any Restricted Subsidiary in the ordinary
                  course of business; and

                           (i) acquisitions of Indebtedness of the Borrower or
                  any Restricted Subsidiary by the Borrower or any Subsidiary
                  Loan Party;

                                       16
<PAGE>

PROVIDED, that the aggregate value of the assets subject to SECTION 6.2
consisting of "margin stock" (as defined from time to time in or pursuant to
Regulation U of the Board of Governors of the Federal Reserve System, or any
successor regulation) shall never exceed 25% of the aggregate value of all
assets subject to SECTION 6.2.

                  "PERSON" means any individual, corporation, partnership,
limited liability company, trust, joint venture, association, company,
unincorporated organization, Governmental Authority or other form of entity.

                  "PLAN" means an employee pension benefit plan which is
covered by Title IV of ERISA which is either (a) maintained by the Borrower
or any ERISA Affiliate for employees of the Borrower or such ERISA Affiliate
or (b) a Multiemployer Plan to which (i) the Borrower, (ii) any ERISA
Affiliate, or (iii) any trade or business which was previously under common
control with the Borrower within the meaning of Section 414 of the Code (but
only with respect to such period of common control with the Borrower) has an
obligation to make contributions (or with respect to CLAUSE (iii) above, had
an obligation to make contributions during any portion of time that the
limitations period under Section 4301(f) of ERISA with respect to such
obligation has not expired).

                  "PRIME RATE" means the rate of interest per annum publicly
announced from time to time by Chase as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as
being effective. The Prime Rate is a reference rate and may not necessarily
represent the lowest or best rate charged to any customer. Chase may make
commercial loans or other loans at rates of interest at, above or below the
prime rate.

                  "RELATED PARTIES" means, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

                  "REMEDIATION" means (i) the taking of any action necessary
to comply with and ensure compliance with the Environmental Laws, and (ii)
the taking of all reasonably necessary precautions to protect against and/or
respond to, investigate, remove, remediate or monitor the release or
threatened release of Hazardous Substances.

                  "REQUIRED LENDERS" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50%
of the sum of the total Revolving Credit Exposures and unused Commitments at
such time; PROVIDED, that after the Commitments expire or terminate, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

                  "RESTRICTED PAYMENT" means any dividend or other
distribution (whether in cash, securities or other property) with respect to
any Equity Interests in the Borrower or any Restricted Subsidiary, or any
payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement,

                                       17
<PAGE>

acquisition, cancellation or termination of any Equity Interests in the
Borrower or any Restricted Subsidiary.

                  "RESTRICTED SUBSIDIARY" means (a) each Material Subsidiary,
and (b) any Subsidiary, other than a Material Subsidiary, which the Borrower
has not designated as an Unrestricted Subsidiary by notice to the
Administrative Agent in accordance with SECTION 6.11 and which has not been
designated as an Unrestricted Subsidiary more than once previously.

                  "REVOLVING CREDIT EXPOSURE" means, with respect to any
Lender at any time, the sum of the outstanding principal amount of such
Lender's Revolving Loans and LC Exposure at such time.

                  "STATUTORY RESERVE RATE" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve
percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the
Administrative Agent is subject for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to
any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "SUBSIDIARY" means, with respect to any Person (the
"PARENT") at any date, any corporation, limited liability company,
partnership, trust, association or other entity the accounts of which would
be consolidated with those of the parent in the parent's consolidated
financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, trust, association or other entity (a) of
which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of
such date, owned, Controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent.

                  "SUBSIDIARY" means any subsidiary of the Borrower.

                  "SUBSIDIARY LOAN PARTY" means each Material Subsidiary that
is not a Foreign Subsidiary.

                  "TANGIBLE NET WORTH" means total stockholders' equity less
all intangibles, all determined in accordance with GAAP.

                  "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

                                       18
<PAGE>

                  "TRANSFER" (and its correlative "TRANSFERRED") with respect
to any property means any direct or indirect actual or constructive sale,
transfer, assignment, grant, conveyance, pledge, hypothecation, alienation,
loan, lease, issuance, or gift of such property or any interest therein, any
direct or indirect actual or constructive lien, security interest, or other
security device with respect to such property or any interest therein, any
grant of any power of attorney or any proxy with respect to such property or
any interest therein, any change of title to or control over such property or
any interest therein, any other release or disposition of any kind of such
property or any interest therein, or any event, occurrence or circumstance
with respect to such property or any interest therein having substantially
the same effect as any of the foregoing.

                  "TYPE", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBO
Rate, the Alternate Base Rate or, in the case of a Competitive Loan or
Borrowing, the LIBO Rate or a Fixed Rate.

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary other than a
Restricted Subsidiary. No Material Subsidiary shall ever be an Unrestricted
Subsidiary.

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to
any Indebtedness at any date, the number of years obtained by dividing (a)
the sum of the products obtained by multiplying (x) the amount of each then
remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect
thereof, by (y) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment, by (b) the
then-outstanding principal amount of such Indebtedness; PROVIDED, HOWEVER,
that the Weighted Average Life to Maturity of the Indebtedness under this
Agreement shall at all times be calculated as if the sum of the outstanding
Revolving Credit Exposures is equal to the total Commitments and will remain
equal to the total Commitments at all times until January 31, 2004.

                  "WITHDRAWAL LIABILITY" means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION 1.2. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Class (E.G., a
"Revolving Loan") or by Type (E.G., a "Eurodollar Loan"), or by Class and
Type (E.G., a "Eurodollar Revolving Loan"). Borrowings may also be classified
and referred to by Class (E.G., a "Revolving Borrowing") or by Type (E.G., a
"Eurodollar Borrowing") or by Class and Type (E.G., a "Eurodollar Revolving
Borrowing").

         SECTION 1.3. TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without
limitation". The word "will" shall be construed to have the same meaning and
effect as the word "shall". Unless the context requires otherwise, (a) any
definition of or reference to any

                                       19
<PAGE>

agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein), (b) any
reference herein to any Person shall be construed to include such Person's
successors and assigns, (c) the words "herein", "hereof" and "hereunder", and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement and (e) the words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
general intangibles.

         SECTION 1.4. ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; PROVIDED
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies
the Borrower that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   THE CREDITS

         SECTION 2.1. COMMITMENTS. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make Revolving Loans to the
Borrower from time to time during the Availability Period in an aggregate
principal amount at any time outstanding that will not result in (a) such
Lender's Revolving Credit Exposure exceeding such Lender's Commitment, or (b)
the sum of the total Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans exceeding the total Commitments.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, repay and reborrow Revolving Loans. The
Revolving Loans made by each Lender shall be evidenced by a single promissory
Note of the Borrower, payable to the order of such Lender in a principal
amount equal to the Commitment of such Lender as originally in effect and
otherwise duly completed.

         SECTION 2.2.         LOANS AND BORROWINGS.

                  (a) Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Lenders ratably in
accordance with their respective Commitments. Each Competitive Loan shall be
made in accordance with the procedures set forth in SECTION 2.4. The failure
of any Lender to make any Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder; PROVIDED that the Commitments
and Competitive Bids of

                                       20
<PAGE>

the Lenders are several and no Lender shall be responsible for any other
Lender's failure to make Loans as required.

                  (b) Subject to SECTION 2.13, each Revolving Borrowing shall
be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith, and each Competitive Borrowing shall be
comprised entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower
may request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; PROVIDED that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000; PROVIDED that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by SECTION 2.5(e). Each
Competitive Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000. Borrowings of more than one Type and Class may be
outstanding at the same time; PROVIDED that there shall not at any time be
more than a total of 10 Eurodollar Revolving Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement,
the Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto
would end after the Maturity Date.

         SECTION 2.3. REQUESTS FOR REVOLVING BORROWINGS. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of
such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not
later than 11:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in
compliance with SECTION 2.2:

                  (i)      the aggregate amount of such Borrowing;

                  (ii)     the date of such Borrowing, which shall be a
                           Business Day;

                  (iii)    whether such Borrowing is to be an ABR Borrowing or
                           a Eurodollar Borrowing;

                  (iv)     in the case of a Eurodollar Borrowing, the initial
                           Interest Period to be applicable thereto, which shall
                           be a period contemplated by the definition of the
                           term "Interest Period"; and

                                       21
<PAGE>

                  (v)      the location and number of the Borrower's account to
                           which funds are to be disbursed, which shall comply
                           with the requirements of SECTION 2.6.

If no election as to the Type of a Revolving Borrowing is specified, the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurodollar Revolving
Borrowing, the Borrower shall be deemed to have selected an Interest Period
of one month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender's Loan to be
made as part of the requested Borrowing.

         SECTION 2.4.   COMPETITIVE BID PROCEDURE.

                  (a) Subject to the terms and conditions set forth herein,
from time to time during the Availability Period the Borrower may request
Competitive Bids and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; PROVIDED that the sum of the
total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the total
Commitments. To request Competitive Bids, the Borrower shall notify the
Administrative Agent of such request by telephone, in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; PROVIDED that the
Borrower may submit up to (but not more than) five Competitive Bid Requests
on the same day, but a Competitive Bid Request shall not be made within five
Business Days after the date of any previous Competitive Bid Request, unless
any and all such previous Competitive Bid Requests shall have been withdrawn
or all Competitive Bids received in response thereto rejected. Each such
telephonic Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Competitive Bid
Request in a form approved by the Administrative Agent and signed by the
Borrower. Each such telephonic and written Competitive Bid Request shall
specify the following information in compliance with SECTION 2.2:

                  (i)      the aggregate amount of the requested Borrowing;

                  (ii)     the date of such Borrowing, which shall be a
                           Business Day;

                  (iii)    whether such Borrowing is to be a Eurodollar
                           Borrowing or a Fixed Rate Borrowing;

                  (iv)     the Interest Period to be applicable to such
                           Borrowing, which shall be a period contemplated by
                           the definition of the term "Interest Period";

                  (v)      the proposed maturity date of such Borrowing; and

                  (vi)     the location and number of the Borrower's account to
                           which funds are to be disbursed, which shall comply
                           with the requirements of SECTION 2.6.

                                       22
<PAGE>

Promptly following receipt of a Competitive Bid Request in accordance with
this Section, the Administrative Agent shall notify the Lenders and the
Auction Agent of the details thereof by telecopy, inviting the Lenders to
submit Competitive Bids.

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to the Borrower in response to a
Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by the Auction Agent and must be received by the Auction Agent by
telecopy, in the case of a Eurodollar Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before the proposed date
of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing. Competitive Bids that do not conform substantially to
the form approved by the Auction Agent may be rejected by the Auction Agent,
and the Auction Agent shall notify the applicable Lender as promptly as
practicable. Each Competitive Bid shall specify (i) the principal amount
(which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Loans that the Lender
is willing to make, (ii) the Competitive Bid Rate or Rates at which the
Lender is prepared to make such Loan or Loans (expressed as a percentage rate
per annum in the form of a decimal to no more than four decimal places), and
(iii) the Interest Period applicable to each such Loan and the last day
thereof.

                  (c) The Auction Agent shall promptly notify the Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in
each Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

                  (d) Subject only to the provisions of this paragraph, the
Borrower may accept or reject any Competitive Bid. The Borrower shall notify
the Auction Agent by telephone, confirmed by telecopy in a form approved by
the Auction Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; PROVIDED that (i) the failure of
the Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at
a particular Competitive Bid Rate if the Borrower rejects a Competitive Bid
made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by the Borrower shall not exceed the aggregate
amount of the requested Competitive Borrowing specified in the related
Competitive Bid Request, (iv) to the extent necessary to comply with CLAUSE
(iii) above, the Borrower may accept Competitive Bids at the same Competitive
Bid Rate in part, which acceptance, in the case of multiple Competitive Bids
at such Competitive Bid Rate, shall be made PRO RATA in accordance with the
amount of each such Competitive Bid, and (v) except pursuant to CLAUSE (iv)
above, no Competitive Bid shall be accepted for a Competitive Loan unless
such Competitive Loan is in a minimum principal amount of $5,000,000 and an
integral multiple of $1,000,000; PROVIDED FURTHER that if a Competitive Loan
must be in an amount less than $5,000,000 because of the provisions of CLAUSE
(iv) above, such Competitive Loan may be for a minimum of $1,000,000, and in
calculating the PRO RATA allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to CLAUSE

                                       23
<PAGE>

(iv) the amounts shall be rounded to integral multiples of $1,000,000 in a
manner determined by the Borrower. A notice given by the Borrower pursuant to
this paragraph shall be irrevocable.

                  (e) The Auction Agent shall promptly notify each bidding
Lender and the Administrative Agent by telecopy whether or not its
Competitive Bid has been accepted (and, if so, the amount and Competitive Bid
Rate so accepted), and each successful bidder will thereupon become bound,
subject to the terms and conditions hereof, to make the Competitive Loan in
respect of which its Competitive Bid has been accepted.

                  (f) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the Auction Agent at least one quarter of an hour earlier
than the time by which the other Lenders are required to submit their
Competitive Bids to the Auction Agent pursuant to PARAGRAPH (b) of this
Section.

         SECTION 2.5. LETTERS OF CREDIT.

                  (a) GENERAL. Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit for its
own account, in a form reasonably acceptable to the Administrative Agent and
the Issuing Bank, at any time and from time to time during the Availability
Period. In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into
by the Borrower with, the Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control.

                  (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION;
CERTAIN CONDITIONS. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with
PARAGRAPH (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, the Borrower also shall submit a letter of
credit application on the Issuing Bank's standard form in connection with any
request for a Letter of Credit. The preceding sentences of this paragraph
shall not apply in the case of the issuance of an Existing Letter of Credit.
A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the
Borrower shall be deemed to represent and warrant that), after giving effect
to such issuance, amendment, renewal or extension (i) the LC Exposure shall
not exceed $25,000,000 and (ii) the total Exposures shall not exceed the
total Commitments. On each day during the period commencing with the issuance
of any Letter of Credit and until such Letter of Credit shall have expired or
been terminated, the Commitment of each Lender shall be deemed to be utilized
for all purposes of this Agreement in an amount equal to such Lender's
Applicable Percentage of the

                                       24
<PAGE>

sum of (i) the undrawn amount of such Letter of Credit PLUS (ii) the unpaid
amount of all LC Disbursements with respect to such Letter of Credit.

                  (c) EXPIRATION DATE. Each Letter of Credit (except for
Existing Letters of Credit) shall expire at or prior to the close of business
on the earlier of (i) the date one year after the date of the issuance of
such Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (ii) the date that is 10
Business Days prior to the Maturity Date. Should the Lenders in their sole
and absolute discretion approve, contrary to the preceding sentence, the
issuance of a Letter of Credit with an expiry date after the Maturity Date,
such Letter of Credit shall be fully cash-collateralized in accordance with
paragraph (j) of this Section.

                  (d) PARTICIPATIONS. By the issuance of a Letter of Credit
(or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank or the Lenders,
the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender's Applicable Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due
as provided in PARAGRAPH (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or the reduction or termination of
the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

                  (e) REIMBURSEMENT. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to
such LC Disbursement not later than 12:00 noon, New York City time, on the
date that such LC Disbursement is made, if the Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time, on
such date, or, if such notice has not been received by the Borrower prior to
such time on such date, then not later than 12:00 noon, New York City time,
on the Business Day immediately following the day that the Borrower receives
such notice; PROVIDED that the Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with SECTION 2.3 that such
payment be financed with an ABR Borrowing in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Borrowing. The Lenders may, but
shall not be obligated to, at any time deem that the Borrower has requested
an ABR Borrowing to satisfy any LC Disbursement, and the Lenders may without
further action by the Borrower satisfy such LC Disbursement (without regard
to the conditions precedent to a Loan, the minimum size of a Loan or other
matters) through an ABR Borrowing. All rights, powers, benefits and
privileges of this Agreement and the other Loan Documents with respect to the
Loans, all security therefor and guaranties thereof and all restrictions,
provisions for repayment or acceleration and all other covenants, warranties,

                                       25
<PAGE>

representations and agreements of the Borrower contained in this Agreement
with respect to the Loans shall apply to each LC Disbursement. If the
Borrower fails to make such payment when due, the Administrative Agent shall
notify each Lender of the applicable LC Disbursement, the payment then due
from the Borrower in respect thereof and such Lender's Applicable Percentage
thereof. Promptly following receipt of such notice, each Lender shall pay to
the Administrative Agent its Applicable Percentage of the payment then due
from the Borrower, in the same manner as provided in SECTION 2.6 with respect
to Loans made by such Lender (and SECTION 2.6 shall apply, MUTATIS MUTANDIS,
to the payment obligations of the Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the
Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent
that Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Loans as contemplated above) shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such LC Disbursement.

                  (f) OBLIGATIONS ABSOLUTE. The Borrower's obligation to
reimburse LC Disbursements as provided in PARAGRAPH (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a Letter
of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) any
payment by the Issuing Bank under a Letter of Credit against presentation of
a draft or other document that does not comply with the terms of such Letter
of Credit, or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrower's obligations hereunder. Neither the
Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including
any document required to make a drawing thereunder), or any error in
interpretation of technical terms or any consequence arising from causes
beyond the control of the Issuing Bank; PROVIDED that the foregoing shall not
be construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing
Bank's failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof.
The parties hereto expressly agree that, in the absence of gross negligence
or willful misconduct on the part of the Issuing Bank (as finally determined
by a court of competent jurisdiction), the Issuing Bank shall be deemed to
have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its

                                       26
<PAGE>

sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of
such Letter of Credit.

                  (g) DISBURSEMENT PROCEDURES. The Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Bank
shall promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether the Issuing
Bank has made or will make an LC Disbursement thereunder; PROVIDED that any
failure to give or delay in giving such notice shall not relieve the Borrower
of its obligation to reimburse the Issuing Bank and the Lenders with respect
to any such LC Disbursement.

                  (h) INTERIM INTEREST. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof
shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses
such LC Disbursement, at the rate per annum then applicable to ABR Loans;
PROVIDED that, if the Borrower fails to reimburse such LC Disbursement when
due pursuant to PARAGRAPH (e) of this Section, then SECTION 2.12(d) shall
apply. Interest accrued pursuant to this paragraph shall be for the account
of the Issuing Bank, except that interest accrued on and after the date of
payment by any Lender pursuant to PARAGRAPH (e) of this Section to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of
such payment.

                  (i) REPLACEMENT OF THE ISSUING BANK. The Issuing Bank may
be replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing
Bank. The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the
account of the replaced Issuing Bank pursuant to SECTION 2.11(b). From and
after the effective date of any such replacement, (i) the successor Issuing
Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter, and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all
previous Issuing Banks, as the context shall require. After the replacement
of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party
hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by
it prior to such replacement, but shall not be required to issue additional
Letters of Credit.

                  (j) CASH COLLATERALIZATION. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives
notice from the Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Lenders with LC Exposures
representing greater than 25% of the total LC Exposure) demanding the deposit
of cash collateral pursuant to this paragraph, the Borrower shall deposit in
an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Lenders, an amount in cash equal to the LC
Exposure as of such date plus any accrued and unpaid interest thereon;
PROVIDED that the obligation to deposit such cash collateral shall become

                                       27
<PAGE>

effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of
any Event of Default with respect to the Borrower described in SECTION 7.1(h)
OR (i). Each such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account.
Such deposits shall be invested according to the written instructions of the
Borrower delivered to the Administrative Agent in Investments of the types
described in CLAUSES (a), (b) OR (c) of the definition of "Permitted
Investments". Moneys in such account shall be applied by the Administrative
Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Lenders with LC Exposures representing greater
than 25% of the total LC Exposure), be applied to satisfy other obligations
of the Borrower under this Agreement. If the Borrower is required to provide
an amount of cash collateral hereunder as a result of the occurrence of an
Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.

                  (k) STANDARDS. Each Letter of Credit shall be subject to
(A) either (i) the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500 (and any
subsequent revision thereof approved by a Congress of the International
Chamber of Commerce) or (ii) the International Standby Practices 1998, as
appropriate, and, (B) to the extent not inconsistent therewith, the laws of
the State of New York. Without in any way limiting any of the foregoing, each
Lender acknowledges that the Issuer shall have no greater responsibility in
the operation of the Letters of Credit than is specified in the Uniform
Customs and Practice of Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500, or the International Standby
Practices 1998, as the case may be.

                  (l) INCREASED COSTS. If as a result of any change in any
Legal Requirement, or the interpretation thereof by any Governmental
Authority, or any Change in Law, there shall be imposed, modified or deemed
applicable any tax, reserve, special deposit or similar requirement against
or with respect to or measured by reference to Letters of Credit issued or to
be issued hereunder or participations in such Letters of Credit, and the
result shall be to increase the cost to the Issuing Bank or any other Lender
of issuing or maintaining any Letter of Credit or any participation therein,
or reduce any amount receivable by the Issuing Bank or any other Lender
hereunder in respect of any Letter of Credit or any participation therein
(which increase in cost, or reduction in amount receivable, shall be the
result of the reasonable allocation by the Issuing Bank or such other Lender,
as the case may be, of the aggregate of such increases or reductions
resulting from such event; the determination of such amount by the Issuer or
such other Lender, as the case may be, shall be conclusive and binding,
absent manifest error), then the Issuing Bank or such other Lender shall
notify the Borrower or the Administrative Agent, as the case may be, and upon
demand therefor by the Administrative Agent, the Borrower (subject to SECTION
9.13) shall pay to the Issuing Bank or such other Lender, from time to time
as specified by the Issuer or such other Lender through the Administrative
Agent, such additional

                                       28
<PAGE>

amounts as shall be sufficient to compensate the Issuing Bank or such other
Lender for such increased costs or reductions in amount

                  (m) EXISTING LETTERS OF CREDIT. Prior to the date of this
Agreement, the Borrower has caused the Existing Letters of Credit to be
issued by Chase on behalf of the Borrower. The Existing Letters of Credit
shall be deemed a utilization of the Commitments and shall constitute Letters
of Credit for all purposes of this Agreement and the other Loan Documents,
and on the date of this Agreement Chase shall be deemed, without further
action by any party to this Agreement, to have sold to each Lender, and each
Lender shall be deemed, without further action by any party to this
Agreement, to have purchased from Chase, a participation, to the extent of
such Lender's Applicable Percentage, in each Existing Letter of Credit and
the related LC Exposure.

         SECTION 2.6.    FUNDING OF BORROWINGS.

                  (a) Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately
available funds by 2:00 p.m., New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in
like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City and designated by the Borrower in the applicable
Borrowing Request; PROVIDED that ABR Loans made to finance the reimbursement
of an LC Disbursement as provided in SECTION 2.5(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have received
notice from a Lender prior to noon, New York City time, on the proposed date
of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share
available in accordance with PARAGRAPH (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower
to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and
a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, such amount shall constitute such Lender's Loan
included in such Borrowing.

         SECTION 2.7.    INTEREST ELECTIONS.

                  (a) Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a
Eurodollar Revolving Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and,
in the

                                       29
<PAGE>

case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in
which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing. This Section shall not
apply to Competitive Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Borrowing Request would be required under SECTION 2.3 if
the Borrower were requesting a Revolving Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with SECTION 2.2:

                  (i)      the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to CLAUSES (III) AND (IV) below shall be specified for each
         resulting Borrowing);

                  (ii)     the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                  (iii)    whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is to be a Eurodollar
         Borrowing, the Interest Period to be applicable thereto after giving
         effect to such election, which shall be a period contemplated by the
         definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but
does not specify an Interest Period, the Borrower shall be deemed to have
selected an Interest Period of one month.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any
contrary provision hereof, if a Default has occurred and is continuing, and
(except in the case of a default under SECTION 7.1(h) OR (i)) the
Administrative Agent at the request of the Required Lenders so

                                       30
<PAGE>

notifies the Borrower, then, so long as a Default is continuing (i) no
outstanding Revolving Borrowing may be converted to or continued as a
Eurodollar Borrowing, and (ii) unless repaid, each Eurodollar Revolving
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

         SECTION 2.8.  TERMINATION, REDUCTION AND INCREASE OF COMMITMENTS.

                  (a)      Unless  previously  terminated,  the Commitments
shall terminate on the last Business Day of the Availability Period.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; PROVIDED that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000,
and (ii) the Borrower shall not terminate or reduce the Commitments if, after
giving effect to any concurrent prepayment of the Loans in accordance with
SECTION 2.10, the sum of the Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans would exceed the total
Commitments.

                  (c) The Borrower shall notify the Administrative Agent of
any election to terminate or reduce the Commitments under PARAGRAPH (B) of
this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable; PROVIDED that a
notice of termination of the Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the
Commitments shall be permanent. Each reduction of the Commitments shall be
made ratably among the Lenders in accordance with their respective
Commitments.

                  (d) PROVIDED that no Default shall have occurred and be
continuing, the Borrower shall have the right, without the consent of the
Lenders but subject to the consent of the Administrative Agent (which consent
shall not be unreasonably withheld), to effectuate from time to time an
increase in the total of the Commitments by adding to this Agreement one or
more commercial banks or other financial institutions approved by the
Administrative Agent (who shall meet all criteria for Eligible Assignees and
who shall, upon completion of the requirements stated in this paragraph,
constitute Lenders hereunder), or by allowing one or more Lenders to increase
its Commitment hereunder, so that such added and increased Commitments shall
equal the increase in the total of the Commitments effectuated pursuant to
this paragraph; PROVIDED that (i) no increase in Commitments pursuant to this
paragraph shall result in an increase in excess of $70,000,000 in the total
of the Commitments, (ii) no Lender's Commitment shall be increased without
the consent of such Lender, and (iii) on the effective date of any such
increase in the total of the Commitments, there are no outstanding Eurodollar
Loans. The Borrower and each other Loan Party shall execute an amendment to
this Agreement, additional Notes and all such other documents as the
Administrative Agent may reasonably require to evidence any such increase and
such additional or changed Commitments and the admission of

                                       31
<PAGE>

additional Persons as Lenders, and each party hereto hereby consents to the
amendment of this Agreement to reflect any such increase and such additional
or changed Commitments. The Borrower shall give the Administrative Agent
three Business Days' notice of the Borrower's intention to increase the total
of the Commitments pursuant to this paragraph. Such notice shall specify each
new commercial bank or other financial institution, if any, the changes in
amounts of Commitments that will result, and such other information as is
reasonably requested by the Administrative Agent. Each new commercial bank or
other financial institution, and each Lender agreeing to increase its
Commitment, shall execute and deliver to the Administrative Agent and the
Borrower a document satisfactory to the Administrative Agent and the Borrower
pursuant to which it becomes a party hereto or increases such Commitment, as
the case may be, which document, in the case of a new commercial bank or
other financial institution, shall (among other matters) specify the domestic
lending office and Eurodollar lending office of such new commercial bank or
other financial institution, and shall deliver to the Administrative Agent an
Administrative Questionnaire. Such documents of the nature referred to in
this paragraph shall be furnished to the Administrative Agent in form and
substance as may be reasonably required by it. Upon the execution and
delivery of such documents, such new commercial bank or financial institution
shall constitute a "Lender" under this Agreement with a Commitment as
specified therein, or such Lender's Commitment shall increase as specified
therein, as the case may be.

         SECTION 2.9.   REPAYMENT OF LOANS; EVIDENCE OF DEBT.

                  (a) The Borrower hereby unconditionally promises to pay (i)
to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan of such Lender on the Maturity Date,
and (ii) to the Administrative Agent for the account of the Lender making any
Competitive Loan the then-unpaid principal amount of such Competitive Loan on
the last day of the Interest Period applicable to such Competitive Loan. The
Revolving Loans shall be evidenced by the Notes.

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

                  (c) The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, the Class
and Type thereof and the Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder, and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders
and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
PARAGRAPH (b) OR (c) of this Section shall be PRIMA FACIE evidence of the
existence and amounts of the obligations recorded therein; PROVIDED that the
failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.

                                       32
<PAGE>

                  (e) Any Lender may request that the Competitive Loans made by
it be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Competitive Loans evidenced by such promissory note and interest thereon shall
at all times (including after assignment pursuant to SECTION 9.4) be represented
by one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).

         SECTION 2.10.    PREPAYMENT OF LOANS.

                  (a) The Borrower shall have the right at any time and from
time to time to prepay, without premium or penalty, any Borrowing in whole or in
part, subject to the requirements of this Section and subject to SECTION 2.15;
PROVIDED, that the Borrower shall not have the right to prepay any Competitive
Loan without the prior consent of the Lender making such Competitive Loan.

                  (b) In the event and on such occasion that the sum of the
Exposures exceeds the total Commitments, the Borrower shall at once prepay
Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral
in an account with the Administrative Agent pursuant to SECTION 2.5(J)) in an
aggregate amount equal to such excess.

                  (c) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to PARAGRAPH (D) of this Section.

                  (d) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, and (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date, the principal
amount of each Borrowing or portion thereof to be prepaid; PROVIDED that, if a
notice of an optional prepayment is given in connection with a conditional
notice of termination of the Commitments as contemplated by SECTION 2.8, such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with SECTION 2.8. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type as provided in SECTION 2.2,
except as necessary to apply fully the required amount of a mandatory
prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by SECTION 2.12.


                                       33

<PAGE>

         SECTION 2.11.  FEES.

                  (a) In consideration of the Commitments, the Borrower shall
pay to the Administrative Agent for the account of each Lender a commitment fee,
which shall accrue at the Applicable Rate on the average daily unused amount of
each Commitment of such Lender during the period from and including Effective
Date to but excluding the date on which such Commitment terminates. Accrued and
unpaid commitment fees shall be due in arrears on the last day of January,
April, July and October of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day). For purposes of computing commitment fees with respect
to Commitments, a Commitment of a Lender shall be deemed to be used to the
extent of the outstanding Loans (other than Competitive Loans) and LC Exposure
of such Lender.

                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Loans on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Commitment terminates and
the date on which such Lender ceases to have any LC Exposure. Notwithstanding
the preceding sentence, on each day on which an Event of Default shall have
occurred and be continuing, the participation fee shall accrue at a rate 2% per
annum in excess of the rate otherwise applicable thereto on such day. The
Borrower shall pay to the Issuing Bank a fronting fee for each Letter of Credit
equal to 1/8 of 1% per annum times the face amount of such Letter of Credit, for
the period from and including the date of issuance of such Letter of Credit to
and including the date of expiration or termination thereof, as well as the
Issuing Bank's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day
of January, April, July and October of each year shall be due and payable on the
Business Day following such last day, commencing on the first such date to occur
after the Effective Date; PROVIDED that all such fees shall be due and payable
on the date on which the Commitments terminate and any such fees accruing after
the date on which the Commitments terminate shall be due and payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                                       34

<PAGE>

         SECTION 2.12.   INTEREST.

                  (a) The Loans comprising each ABR Borrowing shall bear
interest at the Alternate Base Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall
bear interest (i) in the case of a Eurodollar Revolving Loan, at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate, or (ii) in the case of a Eurodollar Competitive Loan, at the
LIBO Rate for the Interest Period in effect for such Borrowing plus (or
minus, as applicable) the Margin applicable to such Loan.

                  (c) Each Fixed Rate Loan shall bear interest at the Fixed
Rate applicable to such Loan.

                  (d) Notwithstanding the foregoing but subject to SECTION
9.13, the Borrower will pay to the Administrative Agent for the account of
each Lender (i) on each day on which an Event of Default shall have occurred
and be continuing, interest on the outstanding principal balance of all Loans
at a rate 2% per annum in excess of the rate otherwise applicable thereto on
such day, and (ii) on each day that any principal or any other amount then
due hereunder (whether by stated maturity, by acceleration, or otherwise)
shall not have been paid, interest on the outstanding principal balance of
all Loans at a rate per annum 2% above the Alternate Base Rate in effect for
such day.

                  (e) Accrued and unpaid interest on each Loan shall be due
in arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Loans, upon termination of the Commitments; PROVIDED that (i)
interest accrued pursuant to PARAGRAPH (D) of this Section shall be due on
demand, (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Revolving Loan prior to the end of the
Availability Period), accrued and unpaid interest on the principal amount
repaid or prepaid shall be due on the date of such repayment or prepayment,
(iii) in the event of any conversion of any Eurodollar Revolving Loan prior
to the end of the current Interest Period therefor, accrued and unpaid
interest on such Loan shall be due on the effective date of such conversion,
and (iv) all accrued and unpaid interest shall be due on the Maturity Date.

                  (f) Subject to SECTION 9.13, interest based on the
Alternate Base Rate (to the extent determined by reference to the Prime Rate)
will be computed on the basis of 365 (or 366) days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day). All other interest and fees shall be computed on the basis of a
year of 360 days and the actual number of days elapsed (including the first
day but excluding the last day) occurring in the period for which payable.
The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

         SECTION 2.13.  ALTERNATE RATE OF INTEREST.  If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:


                                       35

<PAGE>

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO
         Rate, as applicable, for such Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender
         that is required to make such Loan) that the Adjusted LIBO Rate or the
         LIBO Rate, as applicable, for such Interest Period will not adequately
         and fairly reflect the cost to such Lenders (or Lender) of making or
         maintaining their Loans (or its Loan) included in such Borrowing for
         such Interest Period; or

                  (c) the Administrative Agent determines that by reason of
         circumstances affecting the Eurodollar interbank market generally,
         deposits in dollars in the relevant Eurodollar interbank market are not
         being offered for the applicable Interest Period and in an amount equal
         to the amount of the Eurodollar Loan requested by the Borrower; or

                  (d) any Lender notifies the Administrative Agent that by
         reason of (i) any Change in Law or compliance by such Lender with any
         request or directive (whether or not having the force of law) of any
         central bank or other Governmental Authority or (ii) circumstances
         affecting the relevant Eurodollar interbank market or the position of
         such Lender therein, it becomes unlawful or impracticable in the sole
         discretion of such Lender for such Lender to (x) honor its obligation
         to permit the establishment of Eurodollar Loans hereunder or (y)
         maintain Eurodollar Loans hereunder,

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing., and (iii) any
request by the Borrower for a Eurodollar Competitive Borrowing shall be
ineffective; PROVIDED that (A) if the circumstances giving rise to such notice
do not affect all the Lenders, then requests by the Borrower for Eurodollar
Borrowings may be made to the Lenders that are not affected thereby, and (B) if
the circumstances giving rise to such notice affect only one Type of Borrowings,
the other Type of Borrowings shall be permitted. In the case of a notice given
by a Lender pursuant to SECTION 2.13(D)(Y), the Borrower shall on demand by such
Lender either repay its outstanding Eurodollar Loans from such Lender, or
convert such Loans to ABR Loans, if such Lender in its sole discretion deems
either such action necessary so that the circumstances giving rise to such
notice no longer exist with respect to such Lender.

         SECTION 2.14.   INCREASED COSTS.

                  (a)      If any Change in Law shall:



                                       36

<PAGE>

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
         Bank; or

                  (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter
         of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or the Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise), then, subject to SECTION 9.13, the Borrower will pay to such Lender
or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then, subject to SECTION 9.13, from time to
time the Borrower will pay to such Lender or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the
Issuing Bank or such Lender's or the Issuing Bank's holding company for any such
reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in PARAGRAPH (A)
OR (B) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
PROVIDED that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; PROVIDED FURTHER that, if the Change
in Law giving rise to such increased

                                       37

<PAGE>

costs or reductions is retroactive, then the 270-day period referred to above
shall be extended to include the period of retroactive effect thereof.

         SECTION 2.15. BREAK FUNDING PAYMENTS. In the event of (a) the payment
of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under SECTION 2.10(E) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to SECTION 2.18, then, in any such event, subject to
SECTION 9.13, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

         SECTION 2.16.  TAXES.

                  (a) Any and all payments by or on account of any obligation of
the Borrower hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
PROVIDED that if the Borrower shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing

                                       38

<PAGE>

Bank, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on
its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                   (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement or any other Loan Document shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a
reduced rate.

         SECTION 2.17.  PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.

                  (a) The Borrower shall make each payment required to be made
by it hereunder or under any other Loan Document (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under
SECTION 2.14, 2.15 OR 2.16, or otherwise) prior to the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such
time is expressly required, prior to 12:00 noon, New York City time), on the
date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to SECTIONS 2.14,
2.15, 2.16 AND 9.3 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day (unless the result of such extension of time
would be to extend the date of such payment into another calendar month or
beyond the Maturity Date, and in either such event such payment shall be made on
the Business Day immediately preceding the day on which such payment would
otherwise have been due), and, in the case of any payment

                                       39

<PAGE>

accruing interest, interest thereon shall be payable for the period of such
extension. All payments under each Loan Document shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) Except to the extent otherwise provided herein, (a) each
Borrowing from the Lenders, each payment of commitment fees and other fees and
each termination or reduction of the Commitments shall be made PRO RATA
according to the Lenders' respective Commitments; and (b) each payment by the
Borrower of principal of or interest on Loans of a particular Type shall be made
to the Administrative Agent for the account of the Lenders PRO RATA according to
the Lenders' respective Commitments.

                  (d) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements
resulting in such Lender's receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements; PROVIDED that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any other Loan Document or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Restricted Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on

                                       40

<PAGE>

such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, as the case may be, the amount
due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the Issuing Bank, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or Issuing Bank with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.

                  (f) If any Lender shall fail to make any payment required to
be made by it pursuant to SECTION 2.5(D) OR (E), 2.6(B), 2.17(D) OR 9.3(C), the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

         SECTION 2.18.  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

                  (a) If any Lender or the Issuing Bank requests compensation
under SECTION 2.14, or if the Borrower is required to pay any additional amount
to any Lender or the Issuing Bank or to any Governmental Authority for the
account of any Lender or the Issuing Bank pursuant to SECTION 2.16, or if a
Lender notifies the Administrative Agent under SECTION 2.13(D), such Lender or
the Issuing Bank, as the case may be, shall use reasonable efforts to designate
a different lending office for funding or booking its Loans and Letters of
Credit hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to SECTION 2.14 OR 2.16, as the case may be, or alleviate the effects causing
such notice to be given under SECTION 2.13(D), in the future and (ii) would not
subject such Lender or the Issuing Bank to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender or the Issuing Bank. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under SECTION 2.14, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to SECTION 2.16,
or if any Lender notifies the Administrative Agent under SECTION 2.13(D), or if
any Lender defaults in its obligation to fund Loans hereunder, the Borrower may,
at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
SECTION 9.4), all its interests, rights and obligations under this Agreement and
the other Loan Documents (other than any outstanding Competitive Loans held by
it) to an Eligible Assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); PROVIDED that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent and the Issuing Bank, which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans) and
participations in LC Disbursements, accrued and unpaid interest

                                       41

<PAGE>

thereon, accrued and unpaid fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued and unpaid interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under SECTION 2.14 or payments required to be made
pursuant to SECTION 2.16, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent, the Issuing Bank and the
Lenders to enter into this Agreement and to extend credit under it, the Borrower
represents and warrants to each of them that:

         SECTION 3.1. ORGANIZATION; POWERS. Each of the Borrower and each
Restricted Subsidiary is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

         SECTION 3.2. AUTHORIZATION; ENFORCEABILITY. The execution, delivery and
performance of the Loan Documents by each Loan Party and the consummation of the
transactions described therein are within such Loan Party's corporate or other
organizational powers and have been duly authorized by all necessary corporate
and, if required, stockholder, member or partner action. This Agreement has been
duly executed and delivered by the Borrower and constitutes, and each other Loan
Document to which any Loan Party is to be a party, when executed and delivered
by such Loan Party, will constitute, a legal, valid and binding obligation of
the Borrower or such Loan Party (as the case may be), enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.

         SECTION 3.3. GOVERNMENTAL APPROVALS; NO CONFLICTS. Neither the
execution, the delivery, or the performance of this Agreement or any other Loan
Document, nor the consummation of the transactions described herein or therein,
(a) requires any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority or any other Person, except such as
have been obtained or made and are in full force and effect, (b) will violate
any applicable Legal Requirement or any Organizational Document of the Borrower
or any Subsidiary Loan Party or any order of any Governmental Authority, (c)
will violate, breach or result in a default under any indenture, agreement or
other instrument binding upon the Borrower or any Restricted Subsidiary or any
assets of the Borrower or any Restricted Subsidiary, or give rise to a right
thereunder to require any payment to be made by the Borrower

                                       42

<PAGE>

or any Restricted Subsidiary, or (d) will result in the creation or
imposition of any Lien on any asset of the Borrower or any Restricted
Subsidiary.

         SECTION 3.4. FINANCIAL CONDITION; NO MATERIAL ADVERSE EFFECT.


                  (a) The Borrower has heretofore furnished to the Lenders its
audited consolidated (and unaudited consolidating) balance sheet and statements
of operations and stockholders equity, and its audited consolidated statement of
cash flows (i) as of and for each of the fiscal years ended January 31, 1999 and
January 31, 2000, all such audited statements reported on by Arthur Andersen
LLP, independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended October 28, 2000, unaudited but
certified by a Financial Officer. Such financial statements present fairly, in
all material respects, the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP consistently applied throughout the periods involved,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in CLAUSE (II) above.

                  (b) The most recent consolidated and consolidating balance
sheet and statements of operations and stockholders equity and consolidated
statement of cash flows, together with the respective notes thereto, delivered
to each of the Lenders in accordance with the provisions of SECTION 5.1(A) or
(B), as the case may be, present fairly, in all material respects, the financial
condition of the Borrower and its consolidated Subsidiaries as of the date
thereof and the results of operations and cash flows of the Borrower and its
consolidated Subsidiaries for the period then ended in accordance with GAAP,
subject to year-end adjustments and the absence of footnotes in the case of
statements referred to in SECTION 5.1(B).

                  (c) Except as disclosed in the financial statements referred
to above or the notes thereto and except for the Disclosed Matters, none of the
Borrower or any Restricted Subsidiary has any material contingent liabilities,
unusual long-term commitments or unrealized losses.

                  (d) Since January 31, 2000, there has occurred no change,
event, circumstance or condition in or with respect to the business, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower or
any Restricted Subsidiary which, individually or in the aggregate with all other
such changes, events, circumstances and conditions occurring since January 31,
2000, has resulted in, or could reasonably be expected to result in, a Material
Adverse Effect.

         SECTION 3.5.   PROPERTIES.

                  (a) Each of the Borrower and each of its Restricted
Subsidiaries has good and sufficient title to, or valid leasehold interests in,
all its real and personal property material to its business, including all such
properties reflected in the most recent audited balance sheet referred to in
SECTION 5.1(A) or purported to have been acquired by the Borrower or any
Restricted Subsidiary after that date (except as subsequently sold or otherwise
disposed of in the ordinary course of business), in each case free and clear of
Liens prohibited by this Agreement, except where failure to have such title or
interests, individually or in the aggregate, could not reasonably

                                       43

<PAGE>

be expected to result in a Material Adverse Effect. All material leases are
valid and subsisting and are in full force and effect.

                  (b) Each of the Borrower and each of its Restricted
Subsidiaries owns, or is licensed (or otherwise has full legal right) to use,
all trademarks, tradenames, service marks, copyrights, franchises, patents and
other intellectual property material to its business, without conflict with the
rights of any other Person with respect thereto, and the use thereof by the
Borrower and its Restricted Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the
aggregate, have not resulted and could not reasonably be expected to result in a
Material Adverse Effect. No slogan or other advertising device, product,
process, method, substance, part, component or other material employed or
contemplated to be employed by the Borrower or any Restricted Subsidiary
infringes upon any rights of any other Person, no claim or litigation regarding
any of the foregoing is pending, or, to the actual knowledge of the Borrower,
threatened, and no patent, invention, device, application, principle or any
statute, law, rule, regulation, standard or code is pending or, to the actual
knowledge of the Borrower, proposed, which, in either case, individually or in
the aggregate, has resulted in or could reasonably be expected to result in a
Material Adverse Effect.

                  (c) Margin stock does not constitute more than 5% of the value
of the consolidated assets of the Borrower and its Restricted Subsidiaries, and
the Borrower does not have any present intention that margin stock will
constitute more than 5% of the value of such assets. As used in this Section,
"margin stock" has the meaning assigned to such term in Regulation U of the
Board.

         SECTION 3.6.   LITIGATION AND ENVIRONMENTAL MATTERS.

                  (a) Except as disclosed on SCHEDULE 3.6, there are no actions,
suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of the Borrower, threatened against or
affecting the Borrower or any Restricted Subsidiary (i) as to which there is a
reasonable possibility of an adverse determination and that could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect or (ii) that involve any of the Loan Documents or any of the Financing
Transactions.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any Restricted Subsidiary (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any Environmental
Permit, (ii) has become subject to any Environmental Liability, (iii) has
received notice of any Environmental Claim, or (iv) knows of any basis for any
Environmental Liability.

                  (c) Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                                       44

<PAGE>

         SECTION 3.7.   COMPLIANCE WITH LAWS AND AGREEMENTS.

                  (a) Each of the Borrower and each of its Restricted
Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
noncompliance, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

                  (b) Neither the Borrower nor any Restricted Subsidiary is a
party to any contract or agreement which could reasonably be expected to result
in a Material Adverse Effect.

                  (c) The Borrower and its Restricted Subsidiaries are and have
been in compliance with all limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any applicable Environmental Law or Environmental Permit, except where failure
to be in compliance, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. The Borrower and its Restricted
Subsidiaries (i) have obtained and maintained in effect all Environmental
Permits, the failure to obtain which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, (ii) along with their
property or any other facility operated, leased, managed or controlled by any of
them are not and have not been subject to nor is there any basis for any (A)
Environmental Claims or (B) Environmental Liabilities arising from or based upon
any act, omission, event, condition or circumstance occurring or existing on or
prior to the date hereof which, individually or in the aggregate, could
reasonably be expected to have (or which within the past five years has had) a
Material Adverse Effect, and (iii) have not received individually or
collectively any notice of any violation or alleged violation of any
Environmental Law or Environmental Permit or any Environmental Claim in
connection with their respective property or any other facility operated,
leased, managed or controlled by any of them which, individually or in the
aggregate, could reasonably be expected to have (or which within the past five
years has had) a Material Adverse Effect. None of the off-site locations where
Hazardous Substances generated from or in connection with any property, facility
or operations of the Borrower or any Restricted Subsidiary have been stored,
treated, recycled, disposed of or released has been nominated or identified as a
facility which is subject to an existing or potential claim under Environmental
Laws for which the Borrower or any Restricted Subsidiary could reasonably be
expected to have liability which individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect. The Borrower is not
aware of any requirement of Environmental Laws that will require future
compliance costs or capital expenditures on the part of the Borrower or any
Restricted Subsidiary which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect. There are no obligations,
undertakings or liabilities arising out of or relating to Environmental Laws
which the Borrower or any Restricted Subsidiary has agreed to, assumed or
retained, by contract or otherwise, which individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

         SECTION 3.8. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT; FEDERAL POWER ACT. Neither the Borrower nor any Restricted Subsidiary (a)
is an "investment company" within the meaning of the Investment Company Act of
1940, as amended, or directly or indirectly controlling or controlled by or
acting on behalf of any Person which is an "investment

                                       45

<PAGE>

company", within the meaning of said Act; (b) is a "public-utility company",
or an "affiliate" or a "subsidiary company" of a "public-utility company", or
a "holding company", or an "affiliate" or a "subsidiary company" of a
"holding company" or of a "subsidiary company" of a "holding company," as
such terms are defined in the Public Utility Holding Company Act of 1935, as
amended, or (c) is a "public utility" as such term is defined in the Federal
Power Act, as amended.

         SECTION 3.9. TAXES. Each of the Borrower and each Restricted Subsidiary
has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Restricted
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so has not, individually or in the
aggregate, resulted and could not reasonably be expected to result in a Material
Adverse Effect.

         SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability has occurred or is reasonably expected to occur, has resulted in
or could reasonably be expected to result in a Material Adverse Effect. The
present value of all accumulated benefit obligations under each Plan (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of such
Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of all such underfunded Plans.

         SECTION 3.11. DISCLOSURE. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which the
Borrower or any Restricted Subsidiary is subject, and all other matters known to
any of them, that, individually or in the aggregate, have resulted or could
reasonably be expected to result in a Material Adverse Effect. None of the
reports, financial statements, certificates or other information furnished by or
on behalf of any Loan Party to the Administrative Agent, the Issuing Bank or any
Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

         SECTION 3.12. SUBSIDIARIES. SCHEDULE 3.12 sets forth the name of, and
the ownership interest of the Borrower in, each Subsidiary and identifies each
Subsidiary that is a Restricted Subsidiary or a Subsidiary Loan Party, in each
case as of the Effective Date. All of the outstanding shares of capital stock or
other Equity Interests of each Subsidiary shown on SCHEDULE 3.12 as being owned
by the Borrower or a Restricted Subsidiary have been validly issued, are fully
paid and nonassessable and are owned by the Borrower or another Restricted
Subsidiary free and clear of any Lien. Each Subsidiary identified in SCHEDULE
3.12 is a

                                       46

<PAGE>

corporation or other legal entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign corporation or other legal entity and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each such Subsidiary has the corporate or other
power and authority to own or hold under lease the properties it purports to
own or hold under lease and to transact the business it transacts and
proposes to transact.

         SECTION 3.13. INSURANCE. The Borrower and each Restricted Subsidiary
carries insurance with reputable insurers in respect of such of its property, in
such amounts and against such risks as is prudent in light of the size and
nature of the businesses in which it is engaged. All premiums in respect of such
insurance have been paid.

         SECTION 3.14. LABOR MATTERS. There are no strikes, lockouts or
slowdowns against the Borrower or any Restricted Subsidiary in effect, pending
or, to the knowledge of the Borrower, threatened. The hours worked by and
payments made to employees of the Borrower and the Restricted Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters. All payments due
from the Borrower or any Restricted Subsidiary, or for which any claim may be
made against the Borrower or any Restricted Subsidiary, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the Borrower or such Restricted
Subsidiary. The consummation of the Financing Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which the Borrower or any
Restricted Subsidiary is a party or by which the Borrower or any Restricted
Subsidiary is bound.

         SECTION 3.15. SOLVENCY. Immediately following the making of each Loan
and each other extension of credit and after giving effect to the application of
the proceeds thereof, (a) the fair value of the assets of (i) the Borrower, and
(ii) the Borrower and the Subsidiary Loan Parties taken as a whole, in each case
of (i) and (ii) at a fair valuation, will exceed the debts and liabilities of
(x) the Borrower and (y) the Borrower and the Subsidiary Loan Parties taken as a
whole, as the case may be, whether such debts and liabilities be subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
(i) the Borrower and (ii) the Borrower and the Subsidiary Loan Parties, taken as
a whole, will, in each case of (i) and (ii), be greater than the amount that
will be required to pay the probable liability of the debts and other
liabilities of (x) the Borrower and (y) the Borrower and the Subsidiary Loan
Parties, taken as a whole, as the case may be, whether such debts and
liabilities subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each of (i) the Borrower, and (ii)
the Borrower and the Subsidiary Loan Parties, taken as a whole, will be able to
pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) neither (i) the
Borrower nor (ii) the Borrower and the Subsidiary Loan Parties, taken as a
whole, will have unreasonably small capital with which to conduct the business
in which it is engaged as such business is now conducted and is proposed to be
conducted following the date of such Loan or other extension of credit.

                                       47

<PAGE>

         SECTION 3.16. REPRESENTATIONS TRUE. No representation or warranty
contained in any Loan Document and no statement contained in any certificate,
schedule, list, financial statement or other papers furnished to the
Administrative Agent or any Lender by or on behalf of the Borrower or any other
Loan Party contains--or will contain--any untrue statement of material fact, or
omits--or will omit--to state a material fact necessary to make the statements
contained therein not misleading.

         SECTION 3.17. NO OFFERING. Neither the Borrower nor any agent acting
for it has offered the Loans or any similar obligation of the Borrower for sale
to or solicited any offers to buy the Loans or any similar obligations of the
Borrower from any Person other than Lenders, and the Borrower will take no
action which would subject the Financing Transactions to the provisions of
Section 5 of the Securities Act of 1933, as amended, or any applicable state
securities law.

         SECTION 3.18. FOREIGN ASSETS CONTROL REGULATIONS, ETC. The Financing
Transactions do not and will not violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), or any enabling
legislation or executive order relating thereto.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         SECTION 4.1 EFFECTIVE DATE. Neither this Agreement nor the obligations
of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall become effective until the date on which each of the following
conditions precedent is satisfied (or waived in accordance with SECTION 9.2):

                  (a) The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

                  (b) The Administrative Agent (or its counsel) shall have
received a Note for each Lender, in an original face amount equal to the amount
of such Lender's original Commitment, executed by the Borrower.

                  (c) The Administrative Agent (or its counsel) shall have
received an executed Guaranty from each Material Subsidiary.

                  (d) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence, qualification and
good standing of the Borrower, the Restricted Subsidiaries, and each other Loan
Party, the authorization of the Financing Transactions and any other legal
matters relating to the Borrower, the Restricted Subsidiaries, this Agreement or
the

                                       48

<PAGE>

Financing Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

                  (e) The Borrower shall have delivered to the Administrative
Agent a certificate in respect of the name and signature of each officer of the
Borrower and each other Loan Party who (i) is authorized to sign on its behalf
this Agreement and the other Loan Documents to which the Borrower or such Loan
Party is a party, and (ii) will, until replaced by another officer or officers
duly authorized for that purpose, act as its representative for the purposes of
signing documents and giving notices and other communications in connection with
this Agreement and the other Loan Documents. The Administrative Agent, the
Auction Agent and each Lender may conclusively rely on such certificates until
they receive notice in writing from the Borrower to the contrary.

                  (f) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent, the Auction Agent and
the Lenders and dated the Effective Date) of William Moll, senior counsel of the
Borrower, substantially in the form of EXHIBIT C. The Borrower hereby requests
such counsel to deliver such opinions.

                  (g) The Administrative Agent shall have received evidence
satisfactory to it in its discretion that all authorizations, approvals and
consents of, and all filings and registrations with, all Governmental
Authorities, the holders of the notes issued pursuant to the Note Purchase
Agreement (if necessary), and each other Person, if any, required, or, in the
discretion of the Administrative Agent, advisable (i) in connection with the
Financing Transactions, or (ii) for or in connection with the continuing
operations of the Borrower and the Restricted Subsidiaries, have been received
and remain in full force and effect.

                  (h) The Administrative Agent shall have received a copy of the
Note Purchase Agreement, as currently in effect, certified as true and correct
by the Assistant Secretary of the Borrower.

                  (i) The Administrative Agent shall have received evidence
satisfactory to it that the Borrower's existing syndicated credit facility has
been terminated.

                  (j) The Administrative Agent shall have received such other
documents consistent with the terms of this Agreement and relating to the
Financing Transactions as the Administrative Agent may reasonably request.

                  (k) The representations and warranties of the Borrower set
forth in this Agreement and in the other Loan Documents and of the other Loan
Parties set forth in the other Loan Documents shall be true and correct on and
as of the Effective Date; no event, circumstance or occurrence which would
constitute a Default shall have occurred and be continuing on the Effective
Date; and the Administrative Agent shall have received a certificate, dated the
Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming the foregoing.

                  (l) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced,

                                       49

<PAGE>

reimbursement or payment of all reasonable out-of-pocket expenses required to
be reimbursed or paid by the Borrower hereunder.

                  All provisions and payments required by this Section are
subject to the provisions of SECTION 9.13.

                  The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to SECTION 9.2) at or prior to 3:00 p.m., New York City time, on
February 28, 2001 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

         SECTION 4.2 . EACH CREDIT EVENT. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions precedent:

                  (a) The representations and warranties of each Loan Party set
forth in the Loan Documents shall be true and correct on and as of the date of,
and after giving effect to, such Borrowing or the date of issuance, amendment,
renewal or extension of such Letter of Credit, as applicable.

                  (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.

                  (c) The making of such Loan or the issuance, amendment,
renewal or extension of such Letter of Credit shall not be prohibited by, or
subject the Administrative Agent, the Issuing Bank or any Lender to any penalty
under, any applicable Legal Requirement.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in PARAGRAPHS (A) AND
(B) of this Section.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all other Obligations shall have been paid in
full and all Letters of Credit shall have expired or terminated, the Borrower
covenants and agrees with the Lenders, the Issuing Bank and the Administrative
Agent that:

         SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrower
will furnish to the Administrative Agent and each Lender:

                                       50

<PAGE>

                  (a) as soon as available and in any event within 120 days
after the end of each fiscal year of the Borrower, the audited consolidated and
unaudited consolidating balance sheet and related audited consolidated and
unaudited consolidating statements of operations and stockholders' equity and
the audited consolidated statement of cash flows of the Borrower and its
consolidated Subsidiaries as of the end of and for such year, including all
notes thereto, setting forth in each case in comparative form the corresponding
figures for the previous fiscal year, all such audited statements to be reported
on by Arthur Andersen LLP or other independent public accountants of recognized
national standing (without a "going concern" or like qualification or exception
and without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial position of the Borrower and its consolidated
Subsidiaries at the dates indicated and the results of operations of the
Borrower and its consolidated Subsidiaries for the periods indicated in
accordance with GAAP consistently applied, and that the examination of such
accountants in connection with such financial statements has been made in
accordance with generally accepted auditing standards, and that such audit
provides a reasonable basis for such opinion in the circumstances;

                  (b) as soon as available and in any event within 60 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, the consolidated and consolidating balance sheet and related
consolidated and consolidating statements of operations and stockholders' equity
and the consolidated statement of cash flows of the Borrower and its
consolidated Subsidiaries as of the end of and for such fiscal quarter and the
then-elapsed portion of the fiscal year, setting forth in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all in reasonable
detail and unaudited but certified by one of its Financial Officers as
presenting fairly in all material respects the consolidated and consolidating
financial condition of the Borrower and its consolidated Subsidiaries as of the
dates indicated and the results of their operations for the periods indicated in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;

                  (c) concurrently with any delivery of financial statements
under CLAUSE (A) OR (B) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with SECTION 6.13, and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the Borrower's audited financial statements referred to in SECTION 3.4
and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;

                  (d) concurrently with any delivery of financial statements
under CLAUSE (A) above, a certificate of the accounting firm that reported on
such financial statements stating that in making the appropriate audit and/or
investigation in connection with such report, such accountants did not become
aware of any Default or, if in the opinion of such accountants any Default
exists, a description of the nature and status thereof;

                  (e) (x) if at the end of any fiscal year, or any quarter of
any fiscal year, the total assets of all Unrestricted Subsidiaries as a group,
determined in accordance with GAAP,

                                       51

<PAGE>

equals or exceeds 10% of the total consolidated assets of the Borrower and
its consolidated Subsidiaries at such date determined in accordance with
GAAP, or (y) if for any fiscal year, or any quarter of any fiscal year, the
Unrestricted Subsidiaries as a group contribute 10% or more of the total
consolidated revenues of the Borrower and its consolidated Subsidiaries for
such fiscal year or quarter, as the case may be, then the Borrower shall
furnish to the Administrative Agent and each of the Lenders, as soon as
available and in any event within 120 days after the end of such fiscal year,
or 60 days after the end of such fiscal quarter, as the case may be, the
financial statements required by SUBSECTION (A) OR (B), above, as the case
may be, setting forth for the Borrower and the Restricted Subsidiaries at the
end of and for such fiscal year or quarter, as the case may be, (i) as to
each account affected thereby, all eliminating entries for the Unrestricted
Subsidiaries as a group, (ii) the resulting consolidating figures for the
Borrower and the Restricted Subsidiaries as a group, and (iii) the EBITDA for
the Borrower and the Restricted Subsidiaries as a group for such period.

                  (f) promptly upon the request of the Administrative Agent or
any Lender at any time, a copy of the then-most-recent financial projections for
the Borrower and its Subsidiaries for the longest period available, but in any
event for not less than three years, setting forth the assumptions used for
purposes of preparing such projections;

                  (g) promptly after the same become publicly available, copies
of all registration statements, prospectuses, periodic and other reports, proxy
statements and other materials (other than registration statements on Form S-8
and annual reports on Form 11-K) filed by the Borrower or any Restricted
Subsidiary with the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange, as the case may be;

                  (h) promptly following the execution of any amendment,
modification, supplement or restatement of or to the Note Purchase Agreement,
a copy thereof; and

                  (i) promptly following any request therefor, such other data
and information regarding the business, operations, affairs, financial
condition, assets or properties of the Borrower or any Restricted Subsidiary, or
compliance with the terms of any Loan Document, as the Administrative Agent or
any Lender may from time to time reasonably request.

         Each delivery of a financial statement pursuant to this Section shall
constitute republication of representations and warranties set forth in ARTICLE
III.

         SECTION 5.2. NOTICES OF MATERIAL EVENTS. The Borrower shall notify the
Administrative Agent as soon as practical, and in any event within five Business
Days, after an executive officer or a Financial Officer of the Borrower acquires
knowledge of the occurrence of, or if the Borrower or any Restricted Subsidiary
causes or intends to cause, as the case may be: (i) the filing or commencement
of any action, suit or proceeding, or the assertion of any claim as a
counterclaim, by or before any arbitrator or Governmental Authority against or
affecting the Borrower or any Restricted Subsidiary that, individually or in the
aggregate, has resulted or, if adversely determined, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;
(ii) the occurrence of any ERISA Event that, alone or together with any other
ERISA Events that have occurred, has resulted or could reasonably be expected to

                                       52

<PAGE>

result in liability of the Borrower and its Restricted Subsidiaries in an
aggregate amount exceeding $5,000,000; (iii) any Event of Default or any
Default; or (iv) any other event or development that, individually or in the
aggregate with all other events and developments, has resulted in, or could
reasonably be expected to result in, a Material Adverse Effect. Each notice
delivered under this Section shall be accompanied by a certificate of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto. The Administrative Agent shall
send a copy of each notice it receives under this Section to each Lender
promptly upon receipt.

         SECTION 5.3. TAXES. The Borrower shall (and shall cause each Restricted
Subsidiary to) at all times to file all income tax or similar Tax returns
required to be filed in any jurisdiction and to pay when due all Taxes and
governmental charges of every kind upon it or against its income, profits or
property; PROVIDED, HOWEVER, that nothing contained in this Section shall
require the payment or discharge of any such Tax if the amount, applicability or
validity thereof is contested by the Borrower or such Restricted Subsidiary on a
timely basis in good faith and in appropriate proceedings, and the Borrower or
such Restricted Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Borrower or such Restricted Subsidiary.

         SECTION 5.4. EXISTENCE; CONDUCT OF BUSINESS. The Borrower will, and
will cause each Restricted Subsidiary to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
PROVIDED that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under SECTION 6.3.

         SECTION 5.5. PAYMENT OF OBLIGATIONS. The Borrower will, and will cause
each Restricted Subsidiary to, pay its Indebtedness and other obligations before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Restricted Subsidiary has established on its books adequate
reserves therefor in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation, and (d) the failure to make payment pending such contest could
not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.

         SECTION 5.6. MAINTENANCE OF PROPERTIES. The Borrower will, and will
cause each Restricted Subsidiary to, keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear excepted.

         SECTION 5.7. INSURANCE. The Borrower will, and will cause each
Restricted Subsidiary to, maintain, with financially sound and reputable
insurance companies, insurance in respect of such of its property, in such
amounts and against such risks as is prudent in light of the size and nature of
the businesses in which it is engaged. The Borrower will furnish to the Lenders,
upon request of the Administrative Agent, information in reasonable detail as to
the insurance so maintained.

                                       53

<PAGE>

         SECTION 5.8. BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS. The
Borrower will, and will cause each Restricted Subsidiary to, keep proper books
of record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Borrower shall (and shall cause each Restricted Subsidiary to) permit each
Lender upon reasonable advance notice to inspect its properties, to examine and
make extracts from its files, books and records and make and take away copies
thereof, and to discuss its affairs with its officers and accountants, all at
such times during normal business hours and such intervals and to such extent as
such Lender may reasonably desire. All such information shall be maintained by
the Lenders in confidence and shall not be disclosed to any Person except (a) in
connection with a sale of a Lender's interest hereunder, (b) in connection with
the enforcement or collection of any Loan Document, (c) as may be required or
directed by any Legal Requirement or Governmental Authority, (d) where such
information has become a part of the public domain, and (e) Affiliates of
Lenders.

         SECTION 5.9. COMPLIANCE WITH LAWS. The Borrower will, and will cause
each Restricted Subsidiary to, comply with all Legal Requirements of any
Governmental Authority applicable to it or its property, including all
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

         SECTION 5.10. USE OF PROCEEDS AND LETTERS OF CREDIT. The proceeds of
the Loans and the Letters of Credit will be used for general corporate purposes
and working capital for the Borrower and its Restricted Subsidiaries in the
ordinary course of business. No part of the proceeds of any Loan (and no Letter
of Credit) will be used, whether directly or indirectly, to purchase or carry
any margin stock, to repay or otherwise refinance indebtedness of any Borrower
or any Subsidiary incurred to purchase or carry any margin stock, to extend
credit for the purpose of purchasing or carrying any margin stock, or for any
other purpose which would make any extension of credit in connection with this
Agreement a "purpose credit" within the meaning of Regulation U of the Board, or
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X. Letters of Credit will be issued only to support
general corporate purposes of the Borrower and its Restricted Subsidiaries. None
of the proceeds of Loans shall be used for financing, funding, or completing the
hostile acquisition of any publicly-traded Person.

         SECTION 5.11. ADDITIONAL SUBSIDIARIES. The Borrower will notify the
Administrative Agent promptly upon (i) any Subsidiary's becoming a Material
Subsidiary, or (ii) the acquisition or formation by the Borrower of a Subsidiary
that is or thereby becomes a Material Subsidiary (or of a Person that would be a
Material Subsidiary, had such Person been a Subsidiary at the effective date of
the most recent quarterly or annual financial statements of the Borrower and
such Person), and will, unless such Subsidiary is a Foreign Subsidiary, cause
such Subsidiary to execute and deliver to the Administrative Agent and the
Lenders, within three Business Days after such Subsidiary is formed or acquired,
a Guaranty, together with supporting resolutions and

                                       54

<PAGE>

such other corporate certificates and documentation as the Administrative
Agent may reasonably require.

         SECTION 5.12. FURTHER ASSURANCES. The Borrower shall promptly execute
and deliver (or cause to be executed and delivered), at the Borrower's expense,
any and all other and further instruments which may be requested by any Lender,
the Administrative Agent or the Issuing Bank to cure any defect in the execution
and delivery of any Loan Document or more fully to describe particular aspects
of the agreements and undertakings set forth in the Loan Documents.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

         Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all other Obligations have been paid in full and
all Letters of Credit have expired or terminated, the Borrower covenants and
agrees with the Lenders, the Issuing Bank and the Administrative Agent that:

         SECTION 6.1. INDEBTEDNESS. The Borrower will not, and will not permit
any Restricted Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                  (a)      Indebtedness created under the Loan Documents;

                  (b) Indebtedness existing on the date hereof and set forth in
         SCHEDULE 6.1 and extensions, renewals and replacements of any such
         Indebtedness that do not at the time of such extension, renewal or
         replacement increase the outstanding principal amount thereof or result
         in an earlier maturity date or decreased Weighted Average Life to
         Maturity thereof;

                  (c) Indebtedness of the Borrower to any Restricted Subsidiary
         and of any Restricted Subsidiary to the Borrower or any other
         Restricted Subsidiary; PROVIDED that Indebtedness of the Borrower or
         any Subsidiary Loan Party to any Restricted Subsidiary that is not a
         Loan Party shall be subject to SECTION 6.5;

                  (d) Guarantees by the Borrower of Indebtedness of any
         Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness
         of the Borrower or any other Restricted Subsidiary; PROVIDED that
         Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness
         of any Restricted Subsidiary that is not a Loan Party shall be subject
         to SECTION 6.5; and PROVIDED FURTHER, that the aggregate amount of
         Indebtedness permitted by this CLAUSE (D) shall not, together with all
         Indebtedness permitted by CLAUSE (E) below, exceed $15,000,000 at any
         time outstanding;

                  (e) contingent Indebtedness, including contingent obligations
         as an account party in respect of letters of credit (other than the
         Letters of Credit) and letters of guaranty and in respect of bankers'
         acceptances, PROVIDED that the aggregate amount of Indebtedness
         permitted by this CLAUSE (E) shall not, together with all Indebtedness
         permitted by CLAUSE (D) above, exceed $15,000,000 at any time
         outstanding;

                                       55

<PAGE>

                  (f) money market lines, PROVIDED that the aggregate amount of
         Indebtedness at any time outstanding thereunder shall not exceed
         $25,000,000;

                  (g) Indebtedness of Foreign Subsidiaries, PROVIDED that the
         aggregate amount of such Indebtedness at any time outstanding shall
         not exceed $10,000,000;

                  (h) floor plan financing, PROVIDED that the aggregate
         principal amount of Indebtedness permitted by this CLAUSE (H) shall
         not, together with all Indebtedness outstanding pursuant to CLAUSES (I)
         AND (J) below, exceed $35,000,000 at any time outstanding;

                  (i) purchase money Indebtedness of the Borrower or any
         Restricted Subsidiary incurred to finance the acquisition, construction
         or improvement after the Effective Date of any assets, including
         Capital Lease Obligations and any Indebtedness assumed in connection
         with the acquisition of any such assets or secured by a Lien on any
         such assets prior to the acquisition thereof, and extensions, renewals
         and replacements of any such Indebtedness that at the time thereof do
         not increase the outstanding principal amount thereof or result in an
         earlier maturity date or decreased Weighted Average Life to Maturity
         thereof; PROVIDED that (A) such Indebtedness is incurred before or
         within 90 days after such acquisition or the completion of such
         construction or improvement, and (B) the aggregate principal amount of
         Indebtedness permitted by this CLAUSE (I) (x) shall not exceed 100% of
         the lesser of (i) the cost of acquiring, constructing or improving such
         assets or (ii) the fair market value thereof at the time of the
         incurrence of such Indebtedness, and (y) shall not, together with all
         Indebtedness outstanding pursuant to CLAUSE (H) above and CLAUSE (J)
         below, exceed $35,000,000 at any time outstanding;

                  (j) Indebtedness of any Person that becomes a Restricted
         Subsidiary after the Effective Date, and Indebtedness assumed in
         connection with the acquisition of assets by the Borrower or any
         Restricted Subsidiary after the Effective Date, and, in each case,
         extensions, renewals and replacements thereof that do not at the time
         of such extension, renewal or replacement increase the outstanding
         principal amount thereof or result in an earlier maturity date or
         decreased Weighted Average Life to Maturity thereof; PROVIDED that (A)
         such Indebtedness exists at the time such Person becomes a Restricted
         Subsidiary or such assets are acquired, as the case may be, and is not
         created in contemplation of or in connection with such Person's
         becoming a Restricted Subsidiary or such assets' being acquired, as the
         case may be, and (B) the aggregate principal amount of Indebtedness
         permitted by this CLAUSE (J) shall not, together with all Indebtedness
         outstanding pursuant to CLAUSES (H) and (i) above, exceed $35,000,000
         at any time outstanding; and

                  (k) other unsecured Indebtedness that (i) has a stated
         maturity later than the Maturity Date and a Weighted Average Life to
         Maturity greater than the Weighted Average Life to Maturity of the
         Loans and (ii) is subject to covenants and Events of Default no more
         restrictive on the obligor than the covenants and Events of Default set
         forth in the Loan Documents; PROVIDED that the aggregate principal
         amount of

                                       56

<PAGE>

         Indebtedness of the Restricted Subsidiaries permitted by this
         CLAUSE (K) shall not exceed $10,000,000 at any time outstanding.

         SECTION 6.2. LIENS. The Borrower will not, and will not permit any
Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

                  (a)      Liens created under the Loan Documents;

                  (b)      Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Restricted Subsidiary existing on October 28, 2000 and set forth in
         SCHEDULE 6.2; PROVIDED that (i) such Lien shall not apply to any other
         property or asset of the Borrower or any Restricted Subsidiary, and
         (ii) such Lien shall secure only those obligations which it secured on
         October 28, 2000 and extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof or result in
         an earlier maturity date or decreased Weighted Average Life to Maturity
         thereof;

         (d) Liens securing Indebtedness of a Restricted Subsidiary to the
         Borrower or to a Subsidiary Loan Party;

                  (e) any Lien existing on any property or asset of any Person
         that becomes a Restricted Subsidiary after the Effective Date prior to
         the time such Person becomes a Restricted Subsidiary, or on any
         property or asset acquired after the Effective Date prior to the time
         such property or asset is acquired; PROVIDED that (A) such Lien exists
         at the time such Person becomes a Restricted Subsidiary or at the time
         such property or asset is acquired and is not created or modified in
         contemplation of or in connection with such Person's becoming a
         Restricted Subsidiary or such assets' being acquired, (B) such Lien
         shall not apply to any other property or asset of the Borrower or any
         Restricted Subsidiary, and (C) such Lien shall secure only Indebtedness
         permitted by CLAUSE (J) of SECTION 6.1; and PROVIDED FURTHER, that the
         aggregate amount of Indebtedness secured by Liens permitted by this
         CLAUSE (E) shall not, together with all Indebtedness secured by Liens
         permitted by CLAUSES (F) AND (G) below, exceed $35,000,000 at any time
         outstanding;

                  (f) purchase money Liens on assets acquired, constructed or
         improved by the Borrower or any Restricted Subsidiary after the
         Effective Date; PROVIDED that (A) such Liens secure only Indebtedness
         permitted by CLAUSE (I) of SECTION 6.1, (B) such Liens and the
         Indebtedness secured thereby are incurred before or within 90 days
         after such acquisition or the completion of such construction or
         improvement, and (C) such Liens attach only to the assets so acquired,
         constructed or improved; and PROVIDED, FURTHER that the aggregate
         amount of Indebtedness secured by Liens permitted by this CLAUSE (F)
         shall not, together with all Indebtedness secured by Liens permitted by
         CLAUSE (E) above and CLAUSE (G) below, exceed $35,000,000 at any time
         outstanding;

                                       57

<PAGE>

                  (g) Liens securing Indebtedness permitted by CLAUSE (H) of
         SECTION 6.1; PROVIDED that the aggregate amount of Indebtedness secured
         by Liens permitted by this CLAUSE (G) shall not, together with all
         Indebtedness secured by Liens permitted by CLAUSES (E) AND (F) above,
         exceed $35,000,000 at any time outstanding;

                  (h) Liens securing Indebtedness permitted by CLAUSE (D) OR
         CLAUSE (E) of SECTION 6.1; and

                  (i) Liens (other than Liens on Equity Interests of the
         Borrower or a Restricted Subsidiary) not otherwise permitted by CLAUSES
         (A) THROUGH (H) above incurred after the date of this Agreement to
         secure Indebtedness, PROVIDED that the aggregate amount of Indebtedness
         so secured shall not exceed $15,000,000 at any time outstanding.

         SECTION 6.3.   FUNDAMENTAL CHANGES.

                  (a) The Borrower will not permit any Restricted Subsidiary to
merge or consolidate with any other Person, or to liquidate or dissolve, or
permit any other Person to merge or consolidate with the Borrower, except that,
if at the time thereof and immediately after giving effect thereto no Default
shall have occurred and be continuing,

                  (i) any Person may merge into or consolidate with the
         Borrower in a transaction in which the Borrower is the surviving
         corporation,

                  (ii) any Person may merge into or consolidate with any
         Restricted Subsidiary in a transaction in which the surviving entity is
         a Restricted Subsidiary and (if any party to such merger is a
         Subsidiary Loan Party) is a Subsidiary Loan Party, and

                  (iii) any Restricted Subsidiary (other than a Subsidiary Loan
         Party) may liquidate or dissolve if the Board of Directors of the
         Borrower determines in good faith that such liquidation or dissolution
         is in the best interests of the Borrower and is not materially
         disadvantageous to the Lenders;

PROVIDED that any such merger involving a Person that is not a Restricted
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by SECTION 6.5. If, as a result of any such merger or consolidation,
property of the Borrower or any Restricted Subsidiary would become subject to a
Lien not permitted by SECTION 6.2, the Borrower or such Restricted Subsidiary,
as the case may be, shall take such action as shall be necessary effectively to
secure the Obligations equally and ratably with (or prior to) all Indebtedness
secured thereby.

                  (b) The Borrower will not, and will not permit any Restricted
Subsidiary to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Restricted Subsidiaries
on the date of execution of this Agreement and businesses reasonably related
thereto.

                                       58

<PAGE>

                  (c) The Borrower will not change its fiscal year; PROVIDED,
HOWEVER, that the Borrower may change its fiscal year to a fiscal year ending
December 31.

         SECTION 6.4. ASSET SALES. The Borrower will not, and will not permit
any Restricted Subsidiary to, engage in any Asset Sale, including any Asset Sale
involving an Equity Interest in a Restricted Subsidiary, except to a Loan Party,
and except:

                  (a) Asset Sales to the Borrower or (other than sales of Equity
         Interests in a Restricted Subsidiary) to a Restricted Subsidiary;
         PROVIDED that any Asset Sale to a Restricted Subsidiary that is not a
         Loan Party shall be made in compliance with SECTION 6.9;

                  (b) Asset Sales that are not permitted by CLAUSE (A) above;
         PROVIDED that after giving effect to such Transfer the aggregate net
         book value of

                           (x) all assets of the Borrower and all Restricted
                  Subsidiaries Transferred during the period of 12 consecutive
                  months immediately preceding such Transfer, PLUS

                           (y) with respect to each Restricted Subsidiary the
                  Equity Interests in which shall have been Transferred during
                  such 12-month period, that portion of the assets of such
                  Restricted Subsidiary obtained by multiplying the total assets
                  of such Restricted Subsidiary at the time of such Transfer
                  times a fraction, the numerator of which is the aggregate
                  amount of Equity Interests in such Restricted Subsidiary so
                  Transferred and the denominator of which is the aggregate
                  amount of all Equity Interests of such Restricted Subsidiary
                  at the time of such Transfer

         which are Transferred in reliance upon this CLAUSE (B) shall not exceed
         in the aggregate in any one fiscal year of the Borrower an amount equal
         to 10% of the Tangible Net Worth of the Borrower and the Restricted
         Subsidiaries at the end of the immediately preceding fiscal year, as
         set forth on the financial statements most recently delivered pursuant
         to SECTION 5.1(A); PROVIDED FURTHER that at the time of such Transfer
         and after giving effect thereto, there existed and exists no Default;
         and PROVIDED FURTHER that all Asset Sales permitted by this CLAUSE (B)
         shall be made for fair value.

Notwithstanding the foregoing, the Borrower may, or may permit a Restricted
Subsidiary to, make a Transfer and the assets subject to such Transfer shall not
be subject to or included in the limitation and computation prescribed by the
first sentence of CLAUSE (B) above to the extent the net proceeds from such
Transfer are within 180 days after such Transfer reinvested in productive assets
of the Company or a Restricted Subsidiary of at least equivalent value; PROVIDED
FURTHER, HOWEVER, that proceeds of a Transfer by the Borrower or any Subsidiary
Loan Party that are reinvested in assets of a Restricted Subsidiary that is not
a Loan Party shall be subject to and included in such limitation and
computation.

         SECTION 6.5. INVESTMENTS. The Borrower will not, and will not permit
any Restricted Subsidiary to, make or permit to exist any Investment in any
other Person, except:

                                       59

<PAGE>

                  (a) Permitted Investments;

                  (b) Investments existing on October 28, 2000 and set forth on
         SCHEDULE 6.5;

                  (c) Investments by the Borrower and its Restricted
         Subsidiaries in Equity Interests in their respective Subsidiaries;
         PROVIDED that the aggregate amount of Investments by Loan Parties in,
         and loans and advances by Loan Parties to, and Guarantees by Loan
         Parties of the Indebtedness of, Subsidiaries that are not Loan Parties
         (including all such Investments existing on the Effective Date),
         together with all Investments permitted by CLAUSES (D) AND (E) below,
         shall not exceed $15,000,000 at any time outstanding;

                  (d) loans or advances made by the Borrower to any Restricted
         Subsidiary and made by any Restricted Subsidiary to the Borrower or any
         other Restricted Subsidiary; PROVIDED that the aggregate principal
         amount of such loans and advances made by Loan Parties to Restricted
         Subsidiaries that are not Loan Parties shall be subject to the
         limitation set forth in CLAUSE (C) above;

                  (e) Guarantees constituting Indebtedness permitted by SECTION
         6.1; PROVIDED that the aggregate principal amount of Indebtedness of
         Restricted Subsidiaries that are not Loan Parties that is Guaranteed by
         Loan Parties shall be subject to the limitation set forth in CLAUSE (C)
         above; and PROVIDED FURTHER that the Borrower will not permit any
         Restricted Subsidiary that is not a Loan Party to Guarantee the payment
         of any Indebtedness of the Borrower unless (i) such Restricted
         Subsidiary simultaneously executes and delivers to the Administrative
         Agent a Guaranty of the Obligations by such Restricted Subsidiary, and
         (ii) such Restricted Subsidiary waives and agrees not in any manner
         whatsoever to claim or take advantage of any right of reimbursement,
         indemnity or subrogation or any other rights against the Borrower or
         any other Restricted Subsidiary as a result of any payment by such
         Restricted Subsidiary under its Guaranty until such time as the
         obligations Guaranteed thereby are paid in full;

                  (f) Investments received in connection with the bankruptcy or
         reorganization of, the settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (g) capital stock of the Borrower acquired in transactions in
compliance with SECTION 6.8; and

                  (h) other Investments not to exceed $15,000,000 at any time
outstanding.

         SECTION 6.6. SALE AND LEASEBACK TRANSACTIONS. The Borrower will not,
and will not permit any Restricted Subsidiary to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred; PROVIDED, HOWEVER, that the Borrower and the Restricted
Subsidiaries may enter into any one or

                                       60

<PAGE>

more such transactions which shall not, individually or in the aggregate with
all other such transactions, exceed in the aggregate in any one fiscal year
of the Borrower an amount equal to 10% of the Tangible Net Worth of the
Borrower and the Restricted Subsidiaries at the end of the immediately
preceding fiscal year, as set forth on the financial statements most recently
delivered pursuant to SECTION 5.1(A); PROVIDED FURTHER that, at the time
thereof and after giving effect thereto, there existed and exists no Default.

         SECTION 6.7. HEDGING AGREEMENTS. The Borrower will not, and will not
permit any Restricted Subsidiary to, enter into any Hedging Agreement, other
than in the ordinary course of business to hedge or mitigate risks to which the
Borrower or such Restricted Subsidiary is exposed in the conduct of its business
or the management of its liabilities.

         SECTION 6.8.   RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS.

                  (a) The Borrower will not, and will not permit any Restricted
Subsidiary to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except (i) PROVIDED that no Default has occurred and is continuing, the
Borrower may declare and pay cash dividends to the extent the Borrower may do so
without violating SECTION 6.13; (ii) the Borrower may declare and pay dividends
with respect to its capital stock payable solely in additional shares of its
common stock, (iii) Restricted Subsidiaries may declare and pay dividends and
other distributions ratably with respect to their capital stock or other Equity
Interests, (iv) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or
employees of the Borrower and its Restricted Subsidiaries, and (v) PROVIDED that
no Default has occurred and is continuing, the Borrower may from time to time
repurchase shares of its capital stock, PROVIDED that the aggregate amount
expended for transactions permitted by this CLAUSE (V) during the term of this
Agreement shall not exceed $25,000,000.

                  (b) The Borrower will not, and will not permit any Restricted
Subsidiary to, make or agree to pay or make, directly or indirectly, any payment
or other distribution (whether in cash, securities or other property) of or in
respect of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Indebtedness,
except:

                  (i)      payment of Indebtedness created under the Loan
         Documents;

                  (ii)     payment of regularly scheduled interest and
         principal payments as and when due in respect of any Indebtedness
         permitted by the Loan Documents;

                  (iii)    refinancings of Indebtedness to the extent
         permitted by SECTION 6.1; and

                  (iv)     payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness.

                                       61

<PAGE>

         SECTION 6.9. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, enter into
any transaction or group of related transactions (including the purchase, lease,
sale or exchange of property of any kind or the rendering of any service), or
enter into or permit to exist any agreement or arrangement, with any officer,
partner, trustee, director or other Affiliate of the Borrower or any Restricted
Subsidiary, except (a) transactions in the ordinary course of business that and
are at prices and on terms and conditions not less favorable to the Borrower or
such Restricted Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (b) transactions between or among the Borrower and the
Subsidiary Loan Parties not involving any other Affiliate, (c) customary
director and employee expense, compensation and benefit arrangements permitted
by SECTION 6.8, and (d) any other Restricted Payment permitted by SECTION 6.8.

         SECTION 6.10. RESTRICTIVE AGREEMENTS. The Borrower will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon the ability of the Borrower or any
Restricted Subsidiary

                  (a)      to amend or otherwise modify this Agreement or any
         other Loan Document,

                  (b)      to create, incur or permit to exist any Lien upon
         any of its property or assets, or

                  (c)      to pay dividends or other distributions with respect
         to any of its Equity Interests or to make or repay loans or advances to
         the Borrower or any other Restricted Subsidiary or to Guarantee
         Indebtedness of the Borrower or any other Restricted Subsidiary;

PROVIDED that

                  (i)      the foregoing shall not apply to restrictions and
         conditions imposed by law or by any Loan Document,

                  (ii)     the foregoing shall not apply to restrictions and
         conditions existing on the date hereof identified on SCHEDULE 6.10 (but
         shall apply to any amendment or modification expanding the scope of, or
         extending the term of, any such restriction or condition),

                  (iii)    the foregoing shall not apply to customary
         restrictions and conditions contained in agreements relating to the
         sale of a Restricted Subsidiary pending such sale, PROVIDED that such
         restrictions and conditions apply only to the Restricted Subsidiary
         that is to be sold and such sale is permitted hereunder,

                  (iv)     CLAUSE (B) of the foregoing shall not apply to
         restrictions or conditions imposed by any agreement relating to secured
         Indebtedness permitted by this Agreement

                                       62

<PAGE>

         if such restrictions or conditions apply only to the property or
         assets securing such Indebtedness, and

                  (v)      CLAUSE (B) of the foregoing shall not apply to
         customary provisions in leases and other contracts restricting the
         assignment thereof.

         SECTION  6.11. DESIGNATION OF UNRESTRICTED SUBSIDIARIES.

         (a)      The Borrower will not designate any Material Subsidiary as
an Unrestricted Subsidiary.

         (b)      The Borrower will not designate any Restricted Subsidiary
as an Unrestricted Subsidiary if such Subsidiary has been designated an
Unrestricted Subsidiary more than once previously and unless immediately
after such designation:

                  (i)      such Subsidiary does not own any Investment in the
         Borrower or any Restricted Subsidiary; and

                  (ii)     there exists no Default.

         SECTION 6.12. ACQUISITIONS OF BUSINESSES. The Borrower will not, and
will not permit any Restricted Subsidiary to, enter into any transaction
accounted for as an acquisition of business if such transaction, together with
all other such transactions completed by the Borrower and the Restricted
Subsidiaries in the 12 months preceding the date of such transaction, would
cause the total consideration in all such transactions to exceed an amount equal
to 15% of the net worth of the Borrower and the Restricted Subsidiaries as of
the effective date of the most recent financial statements delivered pursuant to
SECTION 5.1(A) OR (B).

         SECTION 6.13.  FINANCIAL COVENANTS.  The Borrower and the Restricted
 Subsidiaries shall not permit at any time on or after the date of this
Agreement:

                  (a)      the Leverage Ratio to exceed 2.75 to 1.00;

                  (b)      their Tangible Net Worth to be less than the
                           Minimum Tangible Net Worth; or

                  (c)      the Fixed Charge Coverage Ratio to be less than
                           2.50 to 1.00.

         SECTION 6.14.     ADVERSE OR SPECULATIVE  TRANSACTIONS.  The
Borrower will not, and will not permit any Restricted Subsidiary to, engage
in any transaction involving contracts for commodity options or futures
contracts.

         SECTION 6.15. ERISA PLAN ASSETS. The Borrower will not, and will not
permit any Restricted Subsidiary to, have any of its assets become subject to
Title I of ERISA because they constitute "plan assets" within the meaning of DOL
Regulation Section 2510.3-101 and by reason of an investment in the Borrower or
any Subsidiary.


                                       63

<PAGE>

                                   ARTICLE VII
                                EVENTS OF DEFAULT

         SECTION 7.1. EVENTS OF DEFAULT. The occurrence of any of the
following events ("EVENTS OF DEFAULT") shall constitute an Event of Default
under this Agreement and the other Loan Documents:

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         on any reimbursement obligation in respect of any LC Disbursement or
         any fee or any other amount (other than an amount referred to in CLAUSE
         (a) of this Section) payable under this Agreement or any other Loan
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of five days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Borrower or any other Loan Party in or in connection
         with any Loan Document or any amendment or modification thereof or
         waiver thereunder, or in any report, certificate, financial statement
         or other document furnished pursuant to or in connection with any Loan
         Document or any amendment or modification thereof or waiver thereunder,
         shall prove to have been incorrect or misleading in any material
         respect when made or deemed made;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in SECTION 5.2, 5.4 (with
         respect to the existence of the Borrower), 5.10 OR 5.11 or in ARTICLE
         VI;

                  (e) the Borrower or any other Loan Party shall fail to observe
         or perform any covenant, condition or agreement contained in this
         Agreement or any other Loan Document (other than those specified in
         CLAUSE (a), (b) OR (d) of this Section), and such failure shall
         continue unremedied for a period of 30 days after the giving of written
         notice thereof by the Administrative Agent to the Borrower (which
         notice shall be given at the request of any Lender);

                  (f) the Borrower, any Restricted Subsidiary or any Loan Party
         shall fail to make any payment (whether of principal or interest and
         regardless of amount) in respect of any Material Indebtedness, when and
         as the same shall become due and payable;

                  (g) the occurrence of any event or condition that results in
         any Material Indebtedness becoming due prior to its scheduled maturity
         or that enables or permits (with or without the giving of notice, the
         lapse of time or both)

                                       64
<PAGE>

         the holder or holders of any Material Indebtedness or any trustee or
         agent on its or their behalf to cause any Material Indebtedness to
         become due, or to require the prepayment, repurchase, redemption or
         defeasance thereof, prior to its scheduled maturity; PROVIDED that
         this CLAUSE (g) shall not apply to secured Indebtedness that becomes
         due as a result of the voluntary sale or transfer of the property or
         assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Borrower, any
         Restricted Subsidiary or any Loan Party or its debts, or of a
         substantial part of its assets, under any Federal, state or foreign
         bankruptcy, insolvency, receivership or similar law now or hereafter in
         effect, or (ii) the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for the Borrower, any
         Restricted Subsidiary or any Loan Party or for a substantial part of
         the assets of the Borrower, any Restricted Subsidiary or any Loan
         Party, and, in any such case, such proceeding or petition shall
         continue undismissed for 90 days; or an order or decree approving or
         ordering any of the foregoing shall be entered;

                  (i) the Borrower, any Restricted Subsidiary or any Loan Party
         shall (i) voluntarily commence any proceeding or file any petition
         seeking liquidation, reorganization or other relief under any Federal,
         state or foreign bankruptcy, insolvency, receivership or similar law
         now or hereafter in effect, (ii) consent to the institution of, or fail
         to contest in a timely and appropriate manner, any proceeding or
         petition described in CLAUSE (h) of this Section, (iii) apply for or
         consent to the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for the Borrower, any
         Restricted Subsidiary or any Loan Party or for a substantial part of
         its assets, (iv) file an answer admitting the material allegations of a
         petition filed against it in any such proceeding, (v) make a general
         assignment for the benefit of creditors, (vi) be adjudicated as
         insolvent or to be liquidated, or (vii) take any action for the purpose
         of effecting any of the foregoing;

                  (j) the Borrower, any Restricted Subsidiary or any Loan Party
         shall suspend transaction of business, become insolvent, admit in
         writing its inability to pay its debts as they become due, or fail
         generally to pay its debts as they become due;

                  (k) any action, suit or proceeding shall be commenced
         involving the validity or enforceability of any Loan Document that, in
         the opinion of the Required Lenders, could reasonably be expected to
         result in a Material Adverse Effect;

                  (l) one or more final judgments for the payment of money in an
         aggregate amount in excess of $10,000,000 shall be rendered against the
         Borrower, any Restricted Subsidiary, any Loan Party, or any combination
         thereof,

                                       65
<PAGE>

         and the same shall remain undischarged for a period in excess of the
         appeal time provided by applicable law during which execution shall
         not be effectively stayed, or any action shall be legally taken by a
         judgment creditor to attach or levy upon any assets of the Borrower,
         any Restricted Subsidiary or any Loan Party to enforce any such
         judgment;

                  (m) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in a
         Material Adverse Effect;

                  (n) the Borrower or any Loan Party shall be prevented or
         relieved by any Governmental Authority from performing or observing any
         material term, covenant or condition of any Loan Document;

                  (o) the Borrower, any Restricted Subsidiary or any Loan Party
         shall be in default under or in violation of any Legal Requirement of
         any Governmental Authority having jurisdiction over it or any of its
         property; or any property of any such Person shall be subject to any
         Remediation obligation or Environmental Claim which causes the
         Borrower, any Restricted Subsidiary or any Loan Party or any
         combination thereof to incur Environmental Liabilities in excess of
         $10,000,000;

                  (p) the Borrower, any Restricted Subsidiary or any Loan Party
         shall have concealed, removed, or permitted to be concealed or removed,
         any part of its property, with intent to hinder, delay or defraud any
         of its creditors, or made or suffered a transfer of any of its property
         which may be fraudulent under any bankruptcy, fraudulent conveyance or
         similar law, or shall have made any transfer of its property to or for
         the benefit of a creditor at a time when other creditors similarly
         situated have not been paid, or, while insolvent, shall have suffered
         or permitted any creditor to obtain a lien upon any of its property
         through legal proceedings or distraint which is not vacated within the
         appeal time provided by applicable law; or

                  (q)      a Change in Control shall occur.

         SECTION 7.2. REMEDIES. Upon the occurrence of any Event of Default,
and at any time thereafter, the Administrative Agent may, and at the request
of the Required Lenders shall, do any or all of the following: (a) by notice
to the Borrower, declare the Commitments terminated (whereupon the
Commitments shall be terminated); (b) declare the unpaid balance of the Loans
and all accrued and unpaid interest thereon and all other Obligations to be
immediately due and payable without further notice (including notice of
intent to accelerate and notice of acceleration), protest or demand or
presentment for payment, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE
BORROWER; PROVIDED, that in the case of the occurrence of an Event of Default
referred to in SECTION 7.1(h) or 7.1(i), the Commitments shall automatically
terminate and the unpaid balance of the Loans and all accrued and unpaid
interest thereon and all other Obligations shall be and become automatically
due and payable, without notice (including

                                       66
<PAGE>

notice of intent to accelerate and notice of acceleration) and without
presentment, demand or other formalities of any kind, ALL OF WHICH ARE HEREBY
EXPRESSLY WAIVED BY THE BORROWER; (c) by notice to the Borrower, require the
Borrower to comply with SECTION 2.5(j) with respect to all outstanding
Letters of Credit, and (d) acting through the Administrative Agent, enforce
or exercise any and all powers, rights and remedies available at law or
provided in this Agreement, the other Loan Documents or any other document
executed pursuant hereto or in connection herewith.

                                  ARTICLE VIII
                   THE ADMINISTRATIVE AGENT AND AUCTION AGENT

         SECTION 8.1. APPOINTMENT AND POWERS. Each Lender and the Issuing
Bank hereby irrevocably appoints the Administrative Agent and the Auction
Agent as its agents and authorizes the Administrative Agent and the Auction
Agent to take such actions on its behalf and to exercise such powers under
the Loan Documents as are specifically delegated to or required of the
Administrative Agent or the Auction Agent, respectively, by the terms hereof
or thereof, together with such actions and powers as are reasonably
incidental thereto.

         SECTION 8.2. EXCULPATION. The Administrative Agent and the Auction
Agent shall have no duties or obligations except those expressly set forth in
the Loan Documents. Without limiting the generality of the foregoing, (a)
neither the Administrative Agent nor the Auction Agent shall be subject to
any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) neither the Administrative Agent nor the
Auction Agent shall have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent or
the Auction Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in SECTION 9.2), and (c) except as
expressly set forth in the Loan Documents, neither the Administrative Agent
nor the Auction Agent shall have any duty to disclose, or shall be liable for
the failure to disclose, any information relating to the Borrower or any of
its Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent, Auction Agent, or any of their respective Affiliates in
any capacity. Neither the Administrative Agent nor the Auction Agent shall be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in SECTION
9.2) or in the absence of its own gross negligence or willful misconduct.
Neither the Administrative Agent nor the Auction Agent shall be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or
in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of
any Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in ARTICLE IV or elsewhere in any
Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent or the Auction Agent, as the case
may be.

                                       67
<PAGE>

         SECTION 8.3. RELIANCE. Each of the Administrative Agent and the
Auction Agent shall be entitled to rely upon, and neither shall incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. Each of the
Administrative Agent and the Auction Agent also may rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. Each of the
Administrative Agent and the Auction Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

         SECTION 8.4. ACTIONS THROUGH SUB-AGENTS AND RELATED PARTIES. Each of
the Administrative Agent and the Auction Agent may perform any and all of
their respective duties and exercise their respective rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent or
the Auction Agent. The Administrative Agent, the Auction Agent and any such
sub-agent may perform any and all its duties and exercise its rights and
powers through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties
of the Administrative Agent, the Auction Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as
Administrative Agent or Auction Agent.

         SECTION 8.5. CHASE AS A LENDER. With respect to its Loans and the
Letters of Credit, Chase shall have the same rights and powers under the Loan
Documents as any other Lender and may exercise the same as though it were not
the Administrative Agent or the Auction Agent. The term "Lender" or "Lenders"
shall, unless otherwise expressly indicated, include Chase in its individual
capacity. Chase and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, issue letters of credit for the account
of, and generally engage in any kind of business with, the Borrower and its
Affiliates and any Person who may do business with or own securities of the
Borrower or any of its Affiliates, all as if Chase were not the
Administrative Agent or the Auction Agent and without any duty to account
therefor to the Lenders. Without limiting the rights and remedies of the
Lenders specifically set forth herein, no other Lender by virtue of being a
Lender hereunder shall have any interest in any such activities, any present
or future guaranty by or for the account of the Borrower, any present or
future offset exercised by the Administrative Agent in respect of any such
other activities, or any present or future property at any time taken as
security for any such other activities; PROVIDED, HOWEVER, that if any
payment in respect of such guaranties or such property or the proceeds
thereof shall be applied to the indebtedness under this Agreement, each
Lender shall be entitled to share in such application PRO RATA according to
its portion of the indebtedness under this Agreement.

         SECTION 8.6. INDEPENDENT REVIEW. Each Lender acknowledges and agrees
that it has, independently and without reliance upon the Administrative Agent
or any other Lender and based on the financial statements referred to in
SECTIONS 3.4 AND 5.1 and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges and agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such

                                       68
<PAGE>

documents and information as it shall deem appropriate at the time, continue
to make its own decisions in taking or not taking action under this
Agreement, any other Loan Document or related agreement or any document
furnished hereunder or thereunder.

         SECTION 8.7. INDEMNIFICATION. The Administrative Agent shall not be
required to take any action hereunder or to prosecute or defend any suit in
respect of the Loan Documents unless indemnified to its satisfaction by
Lenders against loss, cost, liability and expense. If any indemnity furnished
to the Administrative Agent shall become impaired, it may call for additional
indemnity and cease to do the acts indemnified against until such additional
indemnity is given. In addition, the Lenders hereby agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower), ratably
according to their respective Applicable Percentages, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of the Loan
Documents or any action taken or omitted by the Administrative Agent under
the Loan Documents; PROVIDED that no Lender shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent. Without
limitation of the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for such Lender's Applicable
Percentage of any out-of-pocket expenses (including reasonable counsel fees)
incurred by the Administrative Agent in connection with the preparation,
execution, administration, or enforcement of, or legal advice in respect of
rights or responsibilities under, the Loan Documents to the extent that the
Administrative Agent is not reimbursed for such expenses by the Borrower. The
provisions of this Section shall survive the termination of this Agreement.

         SECTION 8.8. KNOWLEDGE OF DEFAULTS. The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless it shall have received written notice from
the Borrower or a Lender referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a "notice of default." If
the Administrative Agent receives such a notice, it shall give notice thereof
to Lenders; PROVIDED that if such notice is received from a Lender, the
Administrative Agent also shall give notice thereof to the Borrower. The
Administrative Agent shall be entitled to take action or refrain from taking
action with respect to such Default or Event of Default as provided in this
Article.

         SECTION 8.9. RESIGNATION; REMOVAL. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, and may be removed as agent under the Loan Documents at any time
with or without cause by the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the notice of resignation or removal, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank,
appoint a successor, which shall be a commercial bank organized under the
laws of the United States or of any State thereof and having a combined
capital and surplus of at least $100,000,000. Upon the acceptance of its
appointment as the

                                       69
<PAGE>

Administrative Agent under the Loan Documents by a successor, such successor
shall 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
under the Loan Documents. After the resignation or removal of the
Administrative Agent under the Loan Documents, the provisions of this Article
and SECTION 9.3 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it
was acting as Administrative Agent.

         SECTION 8.10. RELIANCE BY THE BORROWER. In any case requiring
approval or consent by the Required Lenders, the Borrower shall be entitled
to rely on the written representation by the Administrative Agent that the
Administrative Agent has obtained such approval or consent.

                                   ARTICLE IX
                                  MISCELLANEOUS

         SECTION 9.1. NOTICES. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by (a)
delivering it against receipt for it, (b) depositing it with an overnight
delivery service or by depositing it in a receptacle maintained by the United
States Postal Service, postage prepaid, registered or certified mail, return
receipt requested, addressed to the respective parties at the addresses shown
herein (and if so given, shall be deemed given when mailed), or (c) by
telecopy (PROVIDED, that notice by telecopy is intended for the convenience
of the Person giving such notice and the Person receiving such notice may
rely on, and shall not be liable for acting or refraining from acting upon,
any notice, instruction or request purporting to have been signed or
presented by the proper Person). The Borrower's address for notice may be
changed at any time and from time to time, but only after 30 days' advance
written notice to Administrative Agent and the Lenders, and shall be the most
recent such address furnished in writing by the Borrower to the
Administrative Agent and the Lenders. The Administrative Agent's address for
notice may be changed at any time and from time to time, but only after ten
days' advance written notice to the Borrower and the Lenders, and shall be
the most recent such address furnished in writing by the Administrative Agent
to the Borrower and the Lenders. Any Lender's address for notice may be
changed at any time and from time to time, but only after ten days' advance
written notice to the Borrower, the Administrative Agent and the other
Lenders, and shall be the most recent such address furnished in writing by
such Lender to the Borrower, the Administrative Agent and the other Lenders.
Actual notice, however and from whomever given or received, shall always be
effective when received. Notwithstanding anything to the contrary contained
in the Section, any notice required or permitted to be given to the
Administrative Agent under ARTICLE II shall be effective only when actually
received by the Administrative Agent. Notices given by telecopy shall be
effective on the day transmitted; PROVIDED, that telecopies transmitted after
5 p.m. New York City time shall be deemed sent on the next succeeding
Business Day.

         SECTION 9.2.   WAIVERS; AMENDMENTS.

                  (a) No failure or delay by the Administrative Agent, the
Auction Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan

                                       70
<PAGE>

Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent, the Auction Agent, the Issuing Bank and
the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same
shall be permitted by PARAGRAPH (b) of this Section, and then such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making
of a Loan or the issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, the
Auction Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.

                  (b) Neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended or modified except, in
the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties
that are parties thereto, in each case with the consent of the Required
Lenders; PROVIDED that no such agreement shall (i) increase the Commitment of
any Lender without the written consent of such Lender, (ii) reduce the
principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees or other Obligations payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone
the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees or other Obligations
payable hereunder, or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby, (iv) change SECTION 2.17(c)
or (d) in a manner that would alter the PRO RATA sharing of payments required
thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any
other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender (or each Lender of such Class, as
the case may be), or (vi) release any Subsidiary Loan Party from its
Guaranty, or limit its liability in respect of such Guaranty, or waive the
requirement that any Subsidiary Loan Party execute and deliver a Guaranty, or
release any cash collateral provided pursuant to SECTION 2.5(j), without the
written consent of each Lender, except, with respect to CLAUSE (vi), for
releases in connection with permitted Asset Sales, where the Administrative
Agent may release the affected Guaranty without Lender approval; PROVIDED
FURTHER that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Auction Agent or the
Issuing Bank without the prior written consent of the Administrative Agent,
the Auction Agent or the Issuing Bank, as the case may be.

                                       71
<PAGE>

         SECTION 9.3.  EXPENSES; INDEMNITY; DAMAGE WAIVER.

                  (a) The Borrower shall pay or reimburse the Administrative
Agent and the Auction Agent for paying (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, the Auction Agent and their
respective Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent and the Auction Agent,
in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of the Loan Documents or any
amendments, modifications or waivers of the provisions thereof (whether or
not the transactions contemplated hereby or thereby shall be consummated),
(ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder, and (iii) all out-of-pocket
expenses incurred by the Administrative Agent, the Auction Agent, the Issuing
Bank or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

                  (b) To the fullest extent not prohibited by law, the
Borrower shall indemnify the Administrative Agent, the Auction Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "INDEMNITEE") against, and hold
each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of any Loan Document or any other agreement or
instrument contemplated hereby, the performance by the parties to the Loan
Documents of their respective obligations thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use of the proceeds therefrom, (iii) THE ISSUANCE, AMENDMENT,
RENEWAL, EXTENSION OR TRANSFER OF ANY LETTER OF CREDIT, OR ANY PAYMENT, OR
ANY REFUSAL OR FAILURE BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT,
UNDER ANY LETTER OF CREDIT, (iv) any and all Environmental Claims and
Environmental Liabilities, or (v) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee. The
obligations of the Borrower under this Section shall survive the termination
of this Agreement and the repayment of the Loans. Any amount to be paid under
this Section by the Borrower to the Administrative Agent, the Auction Agent,
the Issuing Bank or any Lender shall be a demand obligation owing by the
Borrower to the Administrative Agent, the Auction Agent, the Issuing Bank or
such Lender and shall bear interest from the date of expenditure until paid
at a rate per annum equal to the Alternate Base Rate plus 2%.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent. the Auction Agent or the
Issuing Bank under PARAGRAPHS (a) or

                                       72
<PAGE>

(b) of this Section, each Lender severally agrees to pay to the
Administrative Agent for the account of such Indemnitee as the case may be,
such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; PROVIDED that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent, the Auction Agent or the
Issuing Bank in its capacity as such.

                  (d) To the fullest extent not prohibited by applicable law,
the Borrower shall not assert, and hereby WAIVES, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any of the other Loan
Documents, the Financing Transactions, or any Loan or Letter of Credit or the
use of the proceeds thereof.

         SECTION 9.4.   SUCCESSORS AND ASSIGNS.

                  (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the
Issuing Bank that issues any Letter of Credit), except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the
Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Indemnitees and the Related Parties of each of the
Administrative Agent, the Auction Agent, the Issuing Bank and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement or any other Loan Document.

                  (b) Any Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement and the
other Loan Documents (including all or a portion of its Commitment and the
Loans at the time owing to it); PROVIDED that (i) except in the case of an
assignment to a Lender or an Affiliate of a Lender, each of the Borrower
(PROVIDED no Default shall have occurred and be continuing) and the
Administrative Agent (and, in the case of an assignment of all or a portion
of a Commitment or any Lender's obligations in respect of its LC Exposure,
the Issuing Bank) must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld), (ii) except in the case
of an assignment to a Lender or an Affiliate of a Lender or an assignment of
the entire remaining amount of the assigning Lender's Commitment, the amount
of the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 unless each of the Borrower (PROVIDED no Default shall have
occurred and be continuing) and the Administrative Agent otherwise consent,
and the assigning Lender shall have, after giving effect to any such
assignment, a Commitment of at least $10,000,000, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement, except that
this CLAUSE (iii) shall not apply to rights in respect

                                       73
<PAGE>

of outstanding Competitive Loans, (iv) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing and recordation fee of $3,500 (except for any
assignment required by the Borrower pursuant to SECTION 2.17, in which case
such fee shall be paid by the Borrower), (v) the assignee, if it shall be a
Foreign Lender, shall execute and deliver to the Administrative Agent and the
Borrower the forms required by SECTION 2.16(e), and (vi) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; and PROVIDED FURTHER that any consent of the
Borrower otherwise required under this paragraph shall not be required if a
Default has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to PARAGRAPH (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance (which shall be at
least five Business Days after the date of execution thereof, unless
otherwise agreed by the parties thereto and the Administrative Agent) the
assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and the other Loan Documents,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement and the other Loan Documents (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of SECTIONS 2.14,
2.15, 2.16, 2.17 AND 9.3). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with PARAGRAPH (f)
of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of
New York a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the
"REGISTER"). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent, the Auction Agent, the Issuing Bank and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Auction Agent, the Issuing Bank
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be
a Lender hereunder), the processing and recordation fee referred to in
PARAGRAPH (b) of this Section, the Note subject to such assignment, and any
written consent to such assignment required by PARAGRAPH (b) of this Section,
the Administrative Agent shall accept such Assignment and Acceptance and
record the information contained therein in the Register and give prompt
notice thereof to the Borrower and the Auction Agent. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph. Contemporaneously with the receipt by
the Administrative Agent of such assignment, the Borrower, at its own
expense, shall execute

                                       74
<PAGE>

and deliver to the Administrative Agent in exchange for the surrendered Note
a new Note payable to the order of such assignee in an amount equal to the
Commitment and/or Revolving Loans assumed by it pursuant to such assignment
and, if the assigning Lender has retained any Commitment and/or Revolving
Loans hereunder, a new Note payable to the order of the assigning Lender in
an amount equal to the Commitment and/or Revolving Loans retained by it. Such
new Notes shall be in an aggregate face amount equal to the face amount of
each surrendered Note, shall be dated the effective date of such assignment
and shall otherwise be in substantially the form of the surrendered Note.
Thereafter, the surrendered Note shall be marked canceled and returned to the
Borrower.

                  (e) By executing and delivering an Assignment and
Acceptance, the assigning Lender and the assignee thereunder confirm to and
agree with each other and the other parties to this Agreement as follows: (i)
other than the representation and warranty that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any
adverse claim, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any Loan
Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document; (ii) such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any
other Loan Party or the performance or observance by the Borrower or any
other Loan Party of any of its obligations under this Agreement or any other
Loan Document; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements of the
Borrower previously delivered by the Borrower in accordance herewith and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own decisions in taking or not taking action under this
Agreement and the other Loan Documents; (v) such assignee appoints and
authorizes the Administrative Agent and the Auction Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement and
all related documents as are delegated to the Administrative Agent or the
Auction Agent, respectively, by the terms hereof, together with such powers
as are reasonably incidental thereto, and (vi) such assignee agrees that it
will perform in accordance with their terms all obligations that by the terms
of this Agreement or any other Loan Document are required to be performed by
it as a Lender.

                  (f) Any Lender may, without the consent of the Borrower,
the Administrative Agent or the Issuing Bank, sell participations to one or
more banks or other entities (a "PARTICIPANT") in all or a portion of such
Lender's rights and obligations under this Agreement and the other Loan
Documents (including all or a portion of its Commitment and the Loans owing
to it); PROVIDED that (i) such Lender's obligations under this Agreement and
the other Loan Documents shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, and (iii) the Borrower, the Administrative Agent, the
Auction Agent, the Issuing Bank and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights
and obligations under this

                                       75
<PAGE>

Agreement and the other Loan Documents. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any
provision of this Agreement or any other Loan Document; PROVIDED that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to SECTION 9.2(b) that affects such
Participant. Subject to PARAGRAPH (g) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of SECTIONS 2.14,
2.15 AND 2.16 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to PARAGRAPH (g) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the
benefits of SECTION 9.8 as though it were a Lender, PROVIDED such Participant
agrees to be subject to SECTIONS 2.17(c) AND 2.17(d) as though it were a
Lender.

                  (g) A Participant shall not be entitled to receive any
greater payment under SECTION 2.14 OR 2.16 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
SECTION 2.16 unless the Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with SECTION 2.16(e) as though it were a Lender.

                  (h) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to
any such pledge or assignment of a security interest; PROVIDED that no such
pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

                  (i) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this
Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower or any other Loan Party
furnished to such Lender by or on behalf of the Borrower or such other Loan
Party.

                  (j) All transfers of any interest in any Loan shall be in
compliance with all federal and state securities laws, if applicable.
Notwithstanding the foregoing sentence, however, the parties to this
Agreement do not intend that any transfer under this Section be construed as
a "purchase" or "sale" of a "security" within the meaning of any applicable
federal or state securities laws.

         SECTION 9.5.   SURVIVAL; REINSTATEMENT.

                  (a) All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery

                                       76
<PAGE>

of the Loan Documents and the making of any Loans and the issuance of any
Letters of Credit, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent, the
Auction Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any LC
Disbursement or any fee or any other amount payable under this Agreement or
any other Loan Document is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated.
The provisions of SECTIONS 2.14, 2.15, 2.16 and 9.3 and ARTICLE VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans and LC
Disbursements, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof. All
such covenants, agreements, representations and warranties shall be binding
upon any successors and assigns of the Borrower, but any attempted assignment
of any rights of the Borrower hereunder without the prior written consent of
all Lenders shall be null and void. No Person other than the Borrower shall
have any right of action hereon or any rights to Loans at any time, the Loans
shall not constitute a trust fund for the benefit of any third party, and no
third party shall under any circumstances have or be entitled to any Lien or
any trust impressed on any undisbursed Loans.

                  (b) If at any time all or any part of any payment
previously applied by the Administrative Agent, the Issuing Bank or any
Lender to any Loan, LC Disbursement or other sum hereunder is or must be
returned by or recovered from the Administrative Agent, the Issuing Bank or
such Lender for any reason (including the order of any bankruptcy court), to
the extent permitted by law, this Agreement, the Notes and the other Loan
Documents shall automatically be reinstated to the same effect as if such
prior application had not been made, and the Borrower shall indemnify the
Administrative Agent, the Issuing Bank and such Lender against, and save and
hold the Administrative Agent, the Issuing Bank and such Lender harmless
from, any required return by or recovery from the Administrative Agent, the
Issuing Bank or such Lender of any such payment because of its being deemed
preferential under any applicable law or for any other reason.

         SECTION 9.6. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement and the other Loan Documents may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents and any separate
letter agreements with respect to fees payable to the Administrative Agent
constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.
Except as provided in SECTION 4.1, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

                                       77
<PAGE>

         SECTION 9.7. SEVERABILITY. Any provision of this Agreement or any
Note held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

         SECTION 9.8. RIGHT OF SETOFF. Each Lender is hereby authorized at
any time and from time to time, without notice to any Person (and the
Borrower hereby WAIVES any such notice) to the fullest extent permitted by
law, to set-off and apply any and all monies, securities and other property
of the Borrower now or in the future in the possession, custody or control of
such Lender, or on deposit with or otherwise owed to the Borrower by such
Lender--including all such monies, securities and other property held in
general, special, time, demand, provisional or final accounts or for
safekeeping or as collateral or otherwise (but excluding those accounts
clearly designated as escrow or trust accounts held by the Borrower for
others unaffiliated with Borrower)--against any and all of the Borrower's
obligations to the Administrative Agent or any Lender now or hereafter
existing under this Agreement, irrespective of whether any demand shall have
made under this Agreement. Each Lender agrees to use reasonable efforts to
promptly notify the Borrower after any such set-off and application, PROVIDED
that failure to give--or delay in giving--any such notice shall not affect
the validity of such set-off and application or impose any liability on such
Lender. Each Lender's rights under this Section are in addition to other
rights and remedies (including other rights of set-off) which such Lender may
have.

         SECTION 9.9.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

                  (a) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS
PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.

                  (b) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR,
TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO 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. NOTHING IN THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE
ISSUING BANK, ANY LENDER OR THE HOLDER OF ANY NOTE MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY NOTE OR ANY
OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION.

                                       78
<PAGE>

                  (c) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

                  (d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.1. NOTHING
IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY
PARTY TO THIS AGREEMENT TO COMMENCE PROCEEDINGS OR OTHERWISE AGAINST THE
BORROWER IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.

         SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         SECTION 9.11. HEADINGS. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part
of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

         SECTION 9.12. CONFIDENTIALITY. Each of the Administrative Agent, the
Auction Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors,
officers, employees and agents, including accountants, legal counsel and
other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) in connection with the exercise
of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or

                                       79
<PAGE>

Participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information becomes
publicly available other than as a result of a breach of this Section. For
the purposes of this Section, "INFORMATION" means all information received
from the Borrower relating to the Borrower or its business, other than any
such information that is available to the Administrative Agent, the Auction
Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; PROVIDED that, in the case of information
received from the Borrower after the date hereof, such information is clearly
identified in writing at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

         SECTION 9.13 LIMITATION OF INTEREST. The parties to this Agreement
and the other Loan Documents intend to strictly comply with all applicable
laws, including applicable usury laws. Accordingly, the provisions of this
SECTION 9.13 shall govern and control over every other provision of this
Agreement, any Note or any other Loan Document which conflicts or is
inconsistent with this SECTION 9.13, even if such provision declares that it
controls. As used in this SECTION 9.13, the term "interest" includes the
aggregate of all charges, fees, benefits or other compensation which
constitute interest under applicable law; PROVIDED that, to the maximum
extent permitted by applicable law, (a) any non-principal payment shall be
characterized as an expense or as compensation for something other than the
use, forbearance or detention of money and not as interest, and (b) all
interest at any time contracted for, taken, reserved, retained, charged or
received shall be amortized, prorated, allocated and spread during the full
term of the Loans and the Commitments. In no event shall the Borrower or any
other Person be obligated to pay, or the Administrative Agent, the Issuing
Bank or any Lender have any right or privilege to reserve, take, receive or
retain, any interest in excess of the maximum amount of nonusurious interest
permitted under applicable law. None of the terms and provisions contained in
this Agreement, any Note or any other Loan Document which directly or
indirectly relate to interest shall ever be construed without reference to
this SECTION 9.13, or be construed to create a contract to pay for the use,
forbearance or detention of money at an interest rate in excess of the
maximum nonusurious rate of interest permitted by applicable law.

         If the term of any Loan is shortened by reason of acceleration of
maturity as a result of any Default or by any other cause, or by reason of
any required or permitted prepayment, and if for that (or any other) reason
the Administrative Agent, the Issuing Bank or any Lender at any time,
including the stated maturity, is owed or receives, reserves or takes (and/or
has received, reserved or taken) interest in excess of interest calculated at
the maximum nonusurious rate of interest permitted by applicable law, then
and in any such event all of any such excess interest shall be canceled
automatically as of the date of such acceleration, prepayment or other event
which produces the excess, and, if such excess interest has been paid to the
Administrative Agent, the Issuing Bank or such Lender, it shall be credited
PRO TANTO against the then-outstanding principal balance of the Obligations,
effective as of the date or dates when the event occurs which causes it to be
excess interest, until such excess is exhausted or all of such

                                       80
<PAGE>

principal has been fully paid and satisfied, whichever occurs first, and any
remaining balance of such excess shall be promptly refunded to its payor.

         SECTION 9.14. RELEASE OF CLAIMS. THE BORROWER HEREBY RELEASES,
DISCHARGES AND ACQUITS FOREVER THE ADMINISTRATIVE AGENT, THE AUCTION AGENT,
THE ISSUING BANK AND THE LENDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
TRUSTEES, AGENTS, EMPLOYEES AND COUNSEL (IN EACH CASE, PAST, PRESENT OR
FUTURE) FROM ANY AND ALL CLAIMS EXISTING AS OF THE DATE HEREOF (OR THE DATE
OF ACTUAL EXECUTION HEREOF BY THE BORROWER, IF LATER). AS USED HEREIN, THE
TERM "CLAIM" MEANS ANY AND ALL LIABILITIES, CLAIMS, DEFENSES, DEMANDS,
ACTIONS, CAUSES OF ACTION, JUDGMENTS, DEFICIENCIES, INTEREST, LIENS, COSTS OR
EXPENSES (INCLUDING COURT COSTS, PENALTIES, ATTORNEYS' FEES AND
DISBURSEMENTS, AND AMOUNTS PAID IN SETTLEMENT) OF ANY KIND AND CHARACTER
WHATSOEVER, INCLUDING CLAIMS FOR USURY, BREACH OF CONTRACT, BREACH OF
COMMITMENT, NEGLIGENT MISREPRESENTATION, FRAUD OR FAILURE TO ACT IN GOOD
FAITH, IN EACH CASE WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED,
ASSERTED OR UNASSERTED OR PRIMARY OR CONTINGENT, AND WHETHER ARISING OUT OF
WRITTEN DOCUMENTS, UNWRITTEN UNDERTAKINGS, COURSE OF CONDUCT, TORT,
VIOLATIONS OF LAWS OR REGULATIONS OR OTHERWISE.




















                                       81
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                                       STEWART & STEVENSON SERVICES, INC.


                                       /s/ John H. Doster
                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:






                                       82
<PAGE>

                                       THE CHASE MANHATTAN BANK,
                                       individually and as Administrative Agent
                                       and Auction Agent



                                       /s/ H. David Jones
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


















                                       83
<PAGE>

                                       BANK ONE, NA, individually and as
                                       Syndication Agent



                                       /s/ John J. Zellinger, IV
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------







                                       84
<PAGE>

                                       WELLS FARGO BANK (TEXAS), N.A.,
                                       individually and as Documentation Agent



                                       /s/ Christopher A. King
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------








                                       85
<PAGE>

                                       THE BANK OF NEW YORK,
                                       individually and as Co-Agent



                                       /s/ David Sunderwirth
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------





                                       86
<PAGE>

                                       SOUTHTRUST BANK



                                       /s/ John E. Elam, Jr.
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------







                                       87
<PAGE>

                                       CREDIT LYONNAIS
                                       (NEW YORK BRANCH)



                                       /s/ Attila Koc
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------






                                       88
<PAGE>

                                       COMERICA BANK



                                       /s/ T. Bancroft Mattei
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------




                                       89
<PAGE>

SCHEDULES:

2.1      Initial Commitments
3.6      Disclosed Matters
3.12     Subsidiaries
6.1      Existing Indebtedness
6.2      Existing Liens
6.5      Existing Investments
6.10     Existing Restrictions

EXHIBITS:

A        Form of Assignment and Acceptance
B        Form of Guaranty
C        Form of Opinion of Borrower's Senior Counsel
D        Form of Note

ANNEX A  Existing Letters of Credit








                                       90
<PAGE>



                                                                       EXHIBIT A


                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Credit Agreement dated as of February
20, 2001 (as amended, modified, restated, supplemented and in effect on the date
hereof, the "Credit Agreement"), among STEWART & STEVENSON SERVICES, INC., the
Lenders parties thereto, and The Chase Manhattan Bank, as Administrative Agent
for the Lenders, as the Issuing Bank, and as Auction Agent for the Lenders.
Terms defined in the Credit Agreement are used herein with the same meanings.

                  The Assignor named on the reverse hereof hereby sells and
assigns, without recourse, to the Assignee named on the reverse hereof, and the
Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth on the reverse hereof, the
interests set forth on the reverse hereof (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth on the reverse hereof in the Commitment of
the Assignor on the Assignment Date and Competitive Loans and Revolving Loans
owing to the Assignor which are outstanding on the Assignment Date, but
excluding accrued interest and fees to and excluding the Assignment Date. The
Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and
after the Assignment Date (i) the Assignee shall be a party to and be bound by
the provisions of the Credit Agreement and, to the extent of the Assigned
Interest, have the rights and obligations of a Lender thereunder, and (ii) the
Assignor shall, to the extent of the Assigned Interest, relinquish its rights
and be released from its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to SECTION
2.16(e) of the Credit Agreement, duly completed and executed by the Assignee,
with a copy to the Borrower, and (ii) if the Assignee is not already a Lender
under the Credit Agreement, an Administrative Questionnaire in the form supplied
by the Administrative Agent, duly completed by the Assignee. The
[Assignee/Assignor/Company] shall pay the fee payable to the Administrative
Agent pursuant to SECTION 9.4(b) of the Credit Agreement.

                  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to any conflicts of laws principles that would require the application of
the laws of another jurisdiction.

Date of Assignment:
                   -------------------------------------------------------------

Legal Name of Assignor:
                       ---------------------------------------------------------



<PAGE>

Legal Name of Assignee:
                       ---------------------------------------------------------

Assignee's Address for Notices:






Effective Date of Assignment
("Assignment Date"):

<TABLE>
<CAPTION>
======================================= =============================== ===================================
                                                                        Percentage Assigned of
                                                                        Facility/Commitment (set
                                        Principal Amount                forth, to at least 8 decimals,
                                        Assigned (and                   as a percentage of the
                                        identifying information         Facility and the aggregate
                                        as to individual                Commitments of all Banks
FACILITY                                COMPETITIVE LOANS)              THEREUNDER)
--------------------------------------- ------------------------------- -----------------------------------
<S>                                     <C>                             <C>
Commitment Assigned:                    $                                                               %
--------------------------------------- ------------------------------- -----------------------------------
Revolving Loans:
--------------------------------------- ------------------------------- -----------------------------------
Competitive Loans:
======================================= =============================== ===================================

</TABLE>

The terms set forth above and on the reverse side hereof are hereby agreed to:

                         [NAME OF ASSIGNOR], as Assignor


                         By:
                            ----------------------------------------------------
                            Name:
                                 -----------------------------------------------
                            Title:
                                  ----------------------------------------------


                         [NAME OF ASSIGNEE], as Assignee


                         By:
                            ----------------------------------------------------
                            Name:
                                 -----------------------------------------------
                            Title:
                                  ----------------------------------------------



                                       2

<PAGE>

The undersigned hereby consent to the within assignment:

STEWART & STEVENSON SERVICES, INC.     THE CHASE MANHATTAN BANK, as
                                       Administrative Agent


By:                                    By:
   -------------------------------        --------------------------------------
   Name:                                  Name:
        --------------------------             ---------------------------------
   Title:                                 Title:
         -------------------------              --------------------------------





















                                       3

<PAGE>

                                                                       EXHIBIT B

                                    GUARANTY


         THIS GUARANTY ("GUARANTY"), dated as of ________________, 200_, is
executed and delivered by the undersigned [corporations] [limited liability
companies][limited partnerships] (each, a "GUARANTOR" and collectively the
"Guarantors") to each of the financial institutions from time to time party to
the Credit Agreement dated as of February 20, 2001, by and among Stewart &
Stevenson Services, Inc., the Lenders, and The Chase Manhattan Bank, as Auction
Agent for the Lenders (in such capacity, the "AUCTION AGENT") and as
Administrative Agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"); such Credit Agreement, as amended, supplemented and restated from time
to time, is herein called the "CREDIT AGREEMENT".

                                    ARTICLE I

         1.1 DEFINITIONS. As used in this Guaranty, terms not defined herein
which are defined in the Credit Agreement shall have the meanings therein
ascribed to them, and the following terms shall have these respective meanings:

         BORROWER means Stewart & Stevenson Services, Inc., a Texas corporation
and the direct or indirect owner of all of the equity interest in Guarantors.

         DEBT means all debt (principal, interest, reimbursement obligation,
indemnity, fee or other) incurred under or in connection with the Credit
Agreement. The Debt includes interest and other obligations accruing or arising
after (a) commencement of any case under any bankruptcy or similar laws by or
against any Obligor or (b) the obligations of any Obligor shall cease to exist
by operation of law or for any other reason. The Debt also includes all
reasonable attorneys' fees and any other expenses incurred by the Administrative
Agent or any Lender in enforcing any of the Loan Documents.

         DOLLARS and $ means lawful money of the United States of America.

         GUARANTEED DEBT means, with respect to each Guarantor, the Maximum
Amount LESS the amount, if any, of all previous payments of Guaranteed Debt made
by such Guarantor.

         GUARANTOR'S NET WORTH means, as of any date of determination thereof
and with respect to each Guarantor: (a) the aggregate fair saleable value of the
assets of such Guarantor as of such date (including the fair saleable value of
the amounts received or receivable by such Guarantor pursuant to its rights to
subrogation, contribution and indemnity), minus (b) the amount of all
liabilities of such Guarantor, contingent or otherwise, as of such date (but
excluding all contingent liabilities under this Guaranty). It is agreed that a
Guarantor's Net Worth may fluctuate from time to time after the date hereof, as
it is determined on each Determination Date (as defined in the definition of
"MAXIMUM AMOUNT").



<PAGE>

         LENDER means a Lender from time to time under the Credit Agreement, and
shall include the Issuing Bank.

         MAXIMUM AMOUNT means, with respect to each Guarantor, the greatest of
(a) all proceeds (without duplication) of the Obligations directly or indirectly
(by intercompany loan, advance, capital contribution, such Guarantor's ownership
interest in any Person receiving the proceeds of the Obligations, or otherwise)
advanced to or for the account of, or used by or for the benefit of, such
Guarantor; (b) ninety-five percent (95%) of such Guarantor's Net Worth from time
to time; or (c) the amount that in a legal proceeding brought within the
applicable limitations period is determined by the final, non-appealable order
of a court having jurisdiction over the issue and the relevant parties to be the
amount of value given by the Lenders, or received by such Guarantor, in exchange
for the obligations of such Guarantor under this Guaranty; PROVIDED, HOWEVER,
that the Maximum Amount shall not exceed the maximum amount which such Guarantor
could pay or be liable for under this Guaranty without having such payment or
liability set aside as a fraudulent conveyance or fraudulent transfer or other
similar action under any applicable bankruptcy, insolvency or other similar law
of any jurisdiction. If on the date of any extension of credit made under the
Credit Agreement after the date hereof (any such date being herein called a
"DETERMINATION DATE"), ninety-five percent (95%) of a Guarantor's Net Worth is
greater than either of the amounts described in CLAUSES (a) AND (c) above, the
Maximum Amount shall be deemed to have increased through and as of such
Determination Date to ninety-five percent (95%) of such Guarantor's Net Worth as
determined on such Determination Date (and the Guaranteed Debt of such Guarantor
shall have correspondingly increased), without further action by or agreement
between any Lender or the Administrative Agent and any Guarantor, and any
subsequent reduction or diminution of such Guarantor's Net Worth after such
Determination Date will not reduce such Guarantor's Guaranteed Debt of such
Guarantor. The Lenders, the Administrative Agent and each Guarantor acknowledge
and agree that, for the purposes of this Guaranty and any legal proceeding
brought within the applicable limitations period before a court having
jurisdiction over the issue and the applicable parties, the amount of value
given by the Lenders in connection with the Obligations shall be presumed to be
equal to, without duplication, all funds, property, and proceeds that are
directly or indirectly (E.G., by intercompany loan, advance, capital
contribution, such Guarantor's ownership interest in any Person receiving the
proceeds of the Obligations, or otherwise) advanced to or for the account of, or
used by or for the benefit of, such Guarantor in connection with the
transactions and events relating to the Obligations.

         OBLIGOR means any person or entity now or hereafter primarily or
secondarily obligated to pay all or any part of the Debt, including the Borrower
and the Guarantors.

                                   ARTICLE II

         2.1 EXECUTION OF LOAN DOCUMENTS. The Borrower has executed and
delivered the Credit Agreement and other Loan Documents to the Lenders and the
Administrative Agent.

         2.2 CONSIDERATION. In consideration of the credit and other financial
accommodations extended and contemplated to be extended to the Borrower by the
Lenders and the Administrative Agent pursuant to the Loan Documents or
otherwise, which each Guarantor has

                                       2

<PAGE>

determined will substantially benefit such Guarantor directly or indirectly,
and for other good and valuable consideration, the receipt and sufficiency of
which each Guarantor hereby acknowledges, each Guarantor executes and
delivers this Guaranty to the Lenders and the Administrative Agent, with the
intention of being presently and legally bound by its terms.

                                   ARTICLE III

         3.1       PAYMENT GUARANTY.

                  (a) In order to induce the Lenders and the Administrative
Agent to enter into the Credit Agreement and to extend credit from time to time
thereunder, and in consideration thereof, each Guarantor, as a primary obligor
and not as a surety, unconditionally guarantees to the Lenders and the
Administrative Agent the full, prompt and punctual payment and performance of
the Debt when due (whether at stated maturity, by acceleration or otherwise) in
accordance with the Loan Documents. This Guaranty is irrevocable, unconditional
and absolute, and if for any reason all or any portion of the Debt shall not be
paid when due, each Guarantor agrees immediately to pay the Debt to the Lenders
or other Person entitled to it, in Dollars, regardless of (i) any defense, right
of set-off or counterclaim which any Guarantor may have or assert, (ii) whether
any other such Person shall have taken any steps to enforce any rights against
the Borrower or any other Person to collect any of the Obligations, and (iii)
any other circumstance, condition or contingency.

                  (b) NOTWITHSTANDING THE FOREGOING, to the extent that in a
legal proceeding brought within the applicable limitations period it is
determined by the final, non-appealable order of a court having jurisdiction
over the issue and the relevant parties that any Guarantor received less than a
reasonably equivalent value in exchange for such Guarantor's incurrence of its
obligations under this Guaranty, then and only then the liability of such
Guarantor under this Guaranty shall be limited to an amount equal to the
Guaranteed Debt for such Guarantor. The Lenders acting through the
Administrative Agent shall have the right to determine and designate from time
to time, without notice to or assent of any Guarantor, which portions of the
Debt such limitation applies to, and each Guarantor acknowledges that such
determination and designation shall be conclusive on all parties. This Guaranty
shall not fail or be ineffective or invalid or be considered too indefinite or
contingent with respect to any Guarantor because the Guaranteed Debt of the
Guarantors or any of them may fluctuate from time to time, or for any other
reason.

         3.2 APPLICATION. Each Guarantor agrees that any payment or prepayment
by any Guarantor or any other Person against the Debt shall be deemed paid first
against that portion of the Debt not included in "Guaranteed Debt" of such
Guarantor or determined for any reason not to be a part of "Guaranteed Debt" of
such Guarantor, and then shall be paid against any portion of the Debt that is
Guaranteed Debt of such Guarantor, in such order and manner as the Lenders or
the Administrative Agent shall determine in their respective sole and absolute
discretion.

         3.3 NOTIFICATION. Each Guarantor agrees that whenever, at any time, or
from time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability under this Guaranty, it will notify the
Administrative Agent in writing that such payment

                                       3

<PAGE>

is made under this Guaranty. No payment or payments made by the Borrower or
any other Person or received or collected by the Administrative Agent or any
Lender from the Borrower or any other Person by virtue of any action or
proceeding or any setoff or appropriation or application, at any time or from
time to time, in reduction of or in payment of the Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor under this Guaranty.

         3.4 AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. Each Guarantor
shall remain obligated under this Guaranty notwithstanding that, without any
reservation of rights against any Guarantor, and without notice to or further
assent by any Guarantor, (a) any demand for payment of or reduction in the
principal amount of any of the Obligations made by the Administrative Agent or
any Lender is rescinded by the Administrative Agent or such Lender, (b) any of
the Obligations is extended, continued, or modified, or (c) any of the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, is, from time to time, in whole or in part, renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the
Administrative Agent or any Lender. The Credit Agreement and any other Loan
Document may from time to time be amended, modified, supplemented or terminated,
in whole or in part, in accordance with its terms, and any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or any
Lender for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released, all without in any way releasing, diminishing,
reducing, impairing or otherwise affecting the obligations of any Guarantor
under this Guaranty. The Administrative Agent shall have no obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Obligations or for the guarantees contained in this Guaranty or any
property subject thereto.

         Each Guarantor WAIVES diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon any Guarantor or the
Borrower or any other Obligor with respect to the Obligations. This Guaranty
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Credit
Agreement or any other Loan Document, any of the Obligations or any collateral
security therefor or any guarantee or right of offset with respect thereto at
any time or from time to time held or purported to be held by the Administrative
Agent or any Lender, (b) the legality under any applicable Legal Requirement of
repayment by the Borrower or any other Obligor of any of the Obligations or the
adoption or application of any Legal Requirement purporting to render any such
Obligations null and void, (c) any defense, setoff or counterclaim which may at
any time be available to or be asserted by any Guarantor against the
Administrative Agent or any Lender, or (d) any other circumstance whatsoever
(with or without notice to or knowledge of any Guarantor or the Borrower or any
other Obligor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower or any other Obligor for any of the
Obligations, or of any Guarantor under this Guaranty, in bankruptcy or in any
other instance. The Administrative Agent or any Lender may, but shall be under
no obligation to, pursue such rights and remedies as it may have against the
Borrower, any Guarantor or any other Person or against any collateral security
or guarantee for the Obligations or any right of offset with respect thereto,
and any failure by the Administrative Agent or any Lender to pursue such other
rights or remedies or to collect any payments from the Borrower, any Guarantor
or any other Person or to realize upon

                                       4

<PAGE>

any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Borrower, any Guarantor any such other Person
or of any such collateral security, guarantee or right of offset, shall not
relieve any Guarantor of any liability under this Guaranty and shall not
impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Lender
against any Guarantor.

         3.5 OBLIGATIONS NOT AFFECTED. Each Guarantor's covenants, agreements
and obligations under this Guaranty shall in no way be released, diminished,
reduced, impaired or otherwise affected by reason of the happening from time to
time of any of the following things, for any reason, whether by voluntary act,
operation of law or order of any competent Governmental Authority, and whether
or not any Guarantor is given any notice or is asked for or gives any further
consent (all requirements for which, however arising, each Guarantor hereby
WAIVES):

                  (a) release or waiver of any obligation or duty to perform or
observe any express or implied agreement, covenant, term or condition imposed in
any of the Loan Documents or by applicable law on the Borrower or any other
party to the Loan Documents.

                  (b) extension of the time for payment of any part of the
Obligations or any other sums payable under the Loan Documents, extension of the
time for performance of any other obligation under or arising out of or in
connection with the Loan Documents or change in the manner, place or other terms
of such payment or performance.

                  (c) settlement or compromise of any or all of the Obligations.

                  (d) renewal, supplementing, modification, rearrangement,
amendment, restatement, replacement, cancellation, rescission, revocation or
reinstatement (whether or not material) of all or any part of any of the Loan
Documents or any obligation under the Loan Documents of the Borrower or any
other party to the Loan Documents (without limitation on the number of times any
of the foregoing may occur).

                  (e) acceleration of the time for payment or performance of any
Obligations or other obligation under any of the Loan Documents or exercise of
any other right, privilege or remedy under or in regard to any of the Loan
Documents.

                  (f) failure, omission, delay, neglect, refusal or lack of
diligence by the Administrative Agent or any Lender or any other Person to
assert, enforce, give notice of intent to exercise -- or any other notice with
respect to -- or exercise any right, privilege, power or remedy conferred on the
Administrative Agent or any Lender or any other Person in any of the Loan
Documents or by law or action on the part of the Administrative Agent or any
Lender or any other Person granting indulgence, grace, adjustment, forbearance
or extension of any kind to the Borrower or any other Person.

                  (g) taking or acceptance of any security or any other
guaranty for the payment or performance of any or all of the Obligations.

                                       5

<PAGE>

                  (h) voluntary or involuntary liquidation, dissolution, sale of
any collateral, marshaling of assets and liabilities, change in corporate or
organizational status, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt or other similar proceedings of or affecting the Borrower or any other
Obligor or any Guarantor or any of the assets of the Borrower or any other
Obligor or any Guarantor, even if any of the Obligations is thereby rendered
void, unenforceable or uncollectible.

                  (i) occurrence or discovery of any lack of genuineness,
irregularity, invalidity or unenforceability of any of the Obligations or Loan
Documents or any defect or deficiency in any of the Obligations or Loan
Documents.

                  (j) failure by the Administrative Agent, any Lender or any
other Person to notify -- or timely notify -- any Guarantor of any default,
event of default or similar event (however denominated) under any of the Loan
Documents, or of any renewal, extension, supplementing, modification,
rearrangement, amendment, restatement, replacement, cancellation, rescission,
revocation or reinstatement (whether or not material) or assignment of all or
any part of the Obligations, release or exchange of any security, other action
taken or not taken by the Administrative Agent or any Lender against the
Borrower, any Guarantor or any other Person, or any other event or circumstance.
Neither the Administrative Agent nor any Lender shall have any duty or
obligation to give any Guarantor any notice of any kind under any circumstances
whatsoever with respect to or in connection with the Obligations or this
Guaranty.

                  (k) occurrence of any event or circumstance which might
otherwise constitute a defense available to, or a discharge of, the Borrower or
any other Obligor or any Guarantor, including failure of consideration, fraud by
or affecting any Person, usury, forgery, breach of warranty, failure to satisfy
any requirement of the statute of frauds, running of any statute of limitation,
accord and satisfaction and any defense based on election of remedies of any
type.

                  (l) receipt and/or application of any proceeds, credits or
recoveries from any source, including any proceeds, credits, or amounts realized
from exercise of any rights, remedies, powers or privileges of any Lender under
any of the Loan Documents, by law or otherwise available to the Administrative
Agent or any Lender.

                  (m) occurrence of any act, error or omission of the
Administrative Agent or any Lender, except behavior which is proven to be in bad
faith to the extent (but no further) that Guarantors cannot effectively waive
the right to complain.

         3.6 WAIVERS. Each Guarantor hereby WAIVES and RELEASES all right to
require marshaling of assets and liabilities, sale in inverse order of
alienation, notice of acceptance of this Guaranty and of any liability to which
it applies or may apply, notice of the creation, accrual, renewal, increase,
extension, modification, amendment or rearrangement of all or any part of the
Obligations, presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of intent to accelerate, notice of acceleration and
all other notices and demands, collection suit and the taking of any other
action by the Administrative Agent or any Lender.

                                       6

<PAGE>

         3.7. GUARANTY OF PAYMENT AND NOT OF COLLECTION. This is an absolute
guaranty of payment and not of collection, and an absolute guaranty of
performance of all of the obligations of the Borrower under the Loan Documents,
and each Guarantor WAIVES any right to require that any action be brought
against the Borrower or any other Person, or that any Lender be required to
enforce, attempt to enforce or exhaust any rights, benefits or privileges of the
Administrative Agent or any Lender under any of the Loan Documents, by law or
otherwise; PROVIDED that nothing herein shall be construed to prevent the
Administrative Agent or any Lender from exercising and enforcing at any time any
right, benefit or privilege which the Administrative Agent or such Lender may
have under any Loan Document or by law from time to time, and at any time. Each
Guarantor agrees that such Guarantor's obligations hereunder are --and shall be
-- absolute, independent, unconditional, joint and several under any and all
circumstances. Should the Administrative Agent or any Lender seek to enforce any
Guarantor's obligations by action in any court, each Guarantor WAIVES any
requirement, substantive or procedural, that (a) the Administrative Agent or any
Lender pursue any foreclosure action, realize or attempt to realize on any
security or preserve or enforce any deficiency claim against the Borrower, any
Guarantor or any other Person after any such realization, (b) a judgment first
be sought or rendered against the Borrower, any Guarantor or any other Person,
(c) the Borrower, any Guarantor or any other Person be joined in such action, or
(d) a separate action be brought against the Borrower, any Guarantor or any
other Person. Each Guarantor's obligations under this Guaranty are several from
those of the Borrower or any other Person and are primary obligations concerning
which such Guarantor is the principal obligor. All waivers in this Guaranty or
any of the other Loan Documents shall be without prejudice to the right of the
Administrative Agent or any Lender at its option to proceed against the
Borrower, any Guarantor or any other Person, whether by separate action or by
joinder. Each Guarantor agrees that its obligations under this Guaranty shall
not be discharged except by payment of the Obligations in full, complete
performance of all obligations of the Borrower and the other Obligors under the
Loan Documents and termination of the Lenders' obligations -- if any -- to make
any further advances under the Loan Documents or extend other financial
accommodations to the Borrower.

         3.8 OBLIGATIONS JOINT AND SEVERAL WITH OTHER GUARANTIES. If any other
Person makes any guaranty of any of the Obligations or gives any security for
them, each Guarantor's obligations under this Guaranty shall be joint and
several with the obligations of such other Person pursuant to such agreement or
other papers making the guaranty or giving the security.

         3.9 REINSTATEMENT. Each Guarantor agrees that, if at any time all or
any part of any payment previously applied by the Administrative Agent or any
Lender to the Obligations is or must be returned by the Administrative Agent or
such Lender--or recovered from the Administrative Agent or such Lender--for any
reason (including the order of any bankruptcy court), this Guaranty shall
automatically be reinstated to the same effect as if the prior application had
not been made, and, in addition, EACH GUARANTOR HEREBY AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH LENDER AGAINST, AND TO SAVE AND HOLD THE
ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM, ANY REQUIRED RETURN BY THE
ADMINISTRATIVE AGENT OR ANY LENDER--OR RECOVERY FROM THE ADMINISTRATIVE AGENT OR
ANY LENDER--OF ANY SUCH PAYMENT BECAUSE OF ITS BEING DEEMED PREFERENTIAL UNDER
APPLICABLE BANKRUPTCY, RECEIVERSHIP OR INSOLVENCY LAWS, OR FOR ANY OTHER REASON.
The provisions of this SECTION 3.9 shall survive the termination of this
Guaranty and any satisfaction and discharge of

                                       7

<PAGE>

the Borrower or any other Obligor by virtue of any payment, court order or
other Legal Requirement.

         3.10 ACKNOWLEDGMENT. Each Guarantor agrees that the Obligations
guaranteed by such Guarantor under this Guaranty may at any time and from time
to time exceed the Maximum Amount without impairing this Guaranty or affecting
the rights and remedies of the Administrative Agent or any Lender under this
Guaranty.

         3.11 EFFECT OF STAY. If an event permitting the acceleration of any of
the Obligations shall at any time have occurred and be continuing and such
acceleration shall at such time be prevented by reason of the pendency against
the Borrower or any other Obligor of a case or proceeding under any bankruptcy
or insolvency law, each Guarantor agrees that, for purposes of this Guaranty and
its obligations hereunder, the Obligations shall be deemed to have been
accelerated and such Guarantor shall forthwith pay such Obligations (including
interest which but for the filing of such petition in bankruptcy would accrue on
such Obligations), and the other obligations hereunder, without any further
notice or demand.

         3.12 SUBROGATION AND CONTRIBUTION. Each Guarantor expressly WAIVES any
and all rights of subrogation, reimbursement, contribution, exoneration and
indemnity, contractual, statutory or otherwise, against the Administrative Agent
and the Lenders individually and collectively, including any claim or right of
subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any
successor or similar Legal Requirement arising from the existence or performance
of this Guaranty, until the termination of this Guaranty, and until such
termination each Guarantor irrevocably WAIVES any right to enforce any remedy
which the Administrative Agent or any Lender now has or may hereafter have
against the Borrower or any other Obligor and the benefit of and any right to
participate in any security now or hereafter held by the Administrative Agent or
any Lender. Until such termination, if any amount shall be paid by or on behalf
of the Borrower or any other Person to any Guarantor on account of any of the
rights waived in this SECTION 3.12, such amount shall be held by such Guarantor
in trust, segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Administrative Agent for
the account of each Lender in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Administrative Agent or such Lender, if
required), to be applied against the Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine. The provisions of this
SECTION 3.12 shall survive the term of this Guaranty, the payment in full of the
Obligations and the termination of the Commitments.

         3.13 ADMINISTRATIVE MATTERS. If, in the exercise of any of its rights
and remedies, the Administrative Agent or any Lender shall forfeit any of its
rights or remedies, including its right to enter a deficiency judgment against
the Borrower or any other Obligor or any Guarantor, for any reason, each
Guarantor hereby consents to such action, even if such action by the
Administrative Agent or such Lender shall result in a full or partial loss of
any rights of subrogation which any Guarantor might otherwise have had but for
such action by the Administrative Agent or such Lender. Any election of remedies
which results in the denial or impairment of the right of the Administrative
Agent or any Lender to seek a deficiency

                                       8

<PAGE>

judgment against the Borrower or any other Obligor shall not impair any
Guarantor's obligation to pay the full amount of such Guarantor's Guaranteed
Debt.

         3.14 RELIANCE ON GUARANTY. All extensions of credit and financial
accommodations heretofore or hereafter made by the Administrative Agent or any
Lender under or in respect of the Credit Agreement or any of the other Loan
Documents shall be conclusively presumed to have been made in reliance on and
acceptance of this Guaranty.

                                   ARTICLE IV

         In order to induce the Administrative Agent and the Lenders to accept
and rely on this Guaranty, Guarantors jointly and severally warrant and
represent to the Administrative Agent and each Lender as follows:

         4.1 RELATIONSHIP TO THE BORROWER. Each Guarantor has determined that
its liability and obligation under this Guaranty may reasonably be expected to
substantially benefit it directly or indirectly, and its board of directors (or
such board's duly authorized and appointed designee) or other equivalent body
has made that determination. Each Guarantor is interdependent with the Borrower
in the conduct of its business, and the Borrower and the Guarantors do business
together as an integrated business enterprise. The maintenance and improvement
of the Borrower's financial condition is vital to sustaining each Guarantor's
business, and the transactions contemplated in this Guaranty produce distinct
and identifiable financial and economic direct or indirect benefits to each
Guarantor. Such identifiable benefits include: (a) the availability to each
Guarantor of the proceeds of the Loans on an as-needed basis by way of
intercompany loans and/or capital contributions for general corporate or other
purposes, and (b) the general improvement of each Guarantor's financial and
economic condition. Each Guarantor has had full and complete access to the
underlying papers relating to the Obligations and all other papers executed by
the Borrower or any other Person in connection with the Obligations, has
reviewed them and is fully aware of the meaning and effect of their contents.
Each Guarantor is fully informed of all circumstances which bear upon the risks
of executing this Guaranty and which a diligent inquiry would reveal. Each
Guarantor has adequate means to obtain from the Borrower on a continuing basis
information concerning the Borrower's financial condition, and is not depending
on the Administrative Agent or any Lender to provide such information, now or in
the future. Each Guarantor agrees that neither the Administrative Agent nor any
Lender shall have any obligation to advise or notify it or to provide it with
any data or information. The execution and delivery of this Guaranty is not a
condition precedent (and neither the Administrative Agent nor any Lender has in
any way implied that the execution of this Guaranty is a condition precedent) to
the making, extending or modifying of any loan or any other financial
accommodation to or for any Guarantor.

         4.2 GUARANTORS SOLVENT. Each Guarantor is now solvent, and no
bankruptcy or insolvency proceedings are pending or contemplated by or -- to the
best of any Guarantor's knowledge -- against any Guarantor. Each Guarantor's
liabilities and obligations under this Guaranty do not and will not render such
Guarantor insolvent, cause such Guarantor's liabilities to exceed such
Guarantor's assets or leave such Guarantor with too little capital to properly
conduct all of its business as now conducted or contemplated to be conducted.

                                       9

<PAGE>

                                    ARTICLE V

         5.1 TERM. Subject to the automatic reinstatement provisions of ARTICLE
III, this Guaranty shall terminate and be of no further force or effect upon the
occurrence of all of the following: (i) the full payment of the Debt, (ii) the
final expiry of all Letters of Credit, (iii) the complete performance of all of
the obligations of the Obligors under the Loan Documents, and (iv) the final
termination of the obligations, if any, of the Administrative Agent and the
Lenders to make any further Loans or to issue, amend, renew or extend Letters of
Credit under the Credit Agreement and the other Loan Documents or to provide any
other financial accommodations to the Borrower or any other Obligor.

                                   ARTICLE VI

         6.1 SURVIVAL; PERSONS BOUND. The obligation of each Guarantor under
this Guaranty is a continuing guaranty and shall (a) remain in full force and
effect until payment in full (after the termination of the Commitments) of the
Obligations and all other amounts payable under this Guaranty; (b) be binding
upon such Guarantor, its successors and assigns; and (c) inure, together with
the rights and remedies of the Administrative Agent and each Lender under this
Guaranty, to the benefit of the Administrative Agent and each Lender and their
respective successors, transferees and assigns. Without limiting the generality
of the foregoing, the Administrative Agent or any Lender may assign or otherwise
transfer its rights and obligations under this Guaranty and the other Loan
Documents to any other Person or entity in accordance with the terms of the
Credit Agreement, and such other Person or entity shall thereupon become vested
with all the benefits in respect thereof granted to the Administrative Agent or
such Lender in this Guaranty or otherwise. No Guarantor shall assign or delegate
any of its obligations under this Guaranty or any of the other Loan Documents
without the express prior written consent of the Required Lenders in accordance
with the Credit Agreement.

         6.2 SUBORDINATION. Each Guarantor hereby expressly covenants and agrees
for the benefit of the Administrative Agent and each Lender that all obligations
and liabilities of the Borrower and its Subsidiaries and each other Obligor to
such Guarantor of whatsoever description (including all intercompany receivables
of such Guarantor from the Borrower or any of its Subsidiaries or any other
Obligor) shall be subordinated and junior in right of payment to the
Obligations. No Guarantor shall accept any payment on any indebtedness of the
Borrower or any of its Subsidiaries or any other Obligor until the termination
of this Guaranty, shall in no circumstance whatsoever attempt to set-off or
reduce any obligations because of such indebtedness and shall, if the
Administrative Agent shall so request, collect and receive such indebtedness as
trustee for the Administrative Agent and the Lenders and pay over all sums so
collected to the Administrative Agent for the account of the Lenders on account
of the Obligations but without reducing or affecting in any manner the liability
of any Guarantor under this Guaranty.

         6.3 WAIVER OF SURETYSHIP RIGHTS. By signing this Guaranty, each
Guarantor WAIVES each and every right to which it may be entitled by virtue of
any suretyship law, including any rights it may have pursuant to Rule 31 of the
Texas Rules of Civil Procedure,

                                       10

<PAGE>

Section 17.001 of the Texas Civil Practice and Remedies Code and Chapter 34
of the Texas Business and Commerce Code, as the same may be amended and in
effect from time to time.

         6.4 AMENDMENTS IN WRITING. This Guaranty shall not be changed orally
but shall be changed only by agreement in writing signed by each Guarantor and
the Administrative Agent in accordance with the Credit Agreement. Any waiver or
consent with respect to this Guaranty shall be effective only in the specific
instance and for the specific purpose for which given. No course of dealing
between the parties, no usage of trade and no parol or extrinsic evidence of any
nature shall be used to supplement or modify any of the terms or provisions of
this Guaranty.

         6.5 NOTICES. Any notice, request or other communication required or
permitted to be given hereunder shall be given in writing by delivering it
against receipt for it, by depositing it with an overnight delivery service or
by depositing it in a receptacle maintained by the United States Postal Service,
postage prepaid, registered or certified mail, return receipt requested,
addressed to the respective parties as set forth on their signatures pages to
this Guaranty (and if so given, shall be deemed given when mailed). Any
Guarantor's address for notice may be changed at any time and from time to time,
but only after 30 days' advance written notice to the Administrative Agent, and
shall be the most recent such address furnished in writing by such Guarantor to
the Administrative Agent. The address of the Administrative Agent may be changed
at any time and from time to time, in the manner provided in the Credit
Agreement. Actual notice, however and from whomever given or received, shall
always be effective when received.

         6.6 "INCLUDING" IS NOT LIMITING; SECTION HEADINGS. Wherever the term
"including" or a similar term is used in this Guaranty, it shall be read as if
it were written "including by way of example only and without in any way
limiting the generality of the clause or concept referred to." The headings used
in this Guaranty are included for reference only and shall not be considered in
interpreting, applying or enforcing this Guaranty.

         6.7      GOVERNING LAW AND JURISDICTION.

                  (A) THIS GUARANTY SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PRINCIPLES
THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

                  (B) EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT. EACH GUARANTOR FURTHER (A) AGREES TO DESIGNATE AND MAINTAIN AN
AGENT FOR SERVICE OF PROCESS IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUCH
SUIT, ACTION OR PROCEEDING AND

                                       11

<PAGE>

TO DELIVER TO THE ADMINISTRATIVE AGENT EVIDENCE THEREOF AT ANY TIME AND FROM
TIME TO TIME UPON REQUEST, AND (B) IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS IN ANY SUIT, ACTION OR PROCEEDING UNDER THIS GUARANTY BY THE MAILING
OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, TO SUCH GUARANTOR AT ITS ADDRESS AS PROVIDED IN THIS GUARANTY OR AS
OTHERWISE PROVIDED BY NEW YORK LAW. EACH OF THE PARTIES HERETO 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. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT
THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS GUARANTY AGAINST A GUARANTOR OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION OR TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.

                  (C) EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH GUARANTOR HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

         6.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         6.9 SURVIVAL. The representations, covenants and agreements set forth
in this Guaranty shall continue and survive until the final termination of this
Guaranty in accordance with ARTICLE V.

         6.10 RIGHTS CUMULATIVE; DELAY NOT WAIVER. The exercise of any right,
benefit of privilege under any of the Loan Documents or any other papers or at
law or in equity shall not preclude the concurrent or subsequent exercise of any
of the other present or future rights, benefits or privileges of the
Administrative Agent or any Lender. The remedies provided in this Guaranty are
cumulative and not exclusive of any remedies provided by law, the other Loan
Documents or any other papers. No failure by the Administrative Agent or any
Lender to exercise, and no delay in exercising, any right under this Guaranty or
any other Loan Document or any other papers shall operate as a waiver thereof.

                                       12

<PAGE>

         6.11 SEVERABILITY. If any provision of this Guaranty is held to be
illegal, invalid or unenforceable under present or future laws, the legality,
validity and enforceability of the remaining provisions of this Guaranty shall
not be affected thereby, and this Guaranty shall be liberally construed so as to
carry out the intent of the parties to it. Each waiver in this Guaranty is
subject to the overriding and controlling rule that it shall be effective only
if and to the extent that (a) it is not prohibited by applicable law and (b)
applicable law neither provides for nor allows any material sanctions to be
imposed against the Administrative Agent or any Lender for having bargained for
and obtained it.

         6.12 ENTIRE AGREEMENT. This Guaranty embodies the entire agreement and
understanding among the parties with respect to its subject matter and
supersedes all prior conflicting or inconsistent agreements, consents and
understandings relating to such subject matter. Each Guarantor acknowledges and
agrees that there is no oral agreement between such Guarantor and the
Administrative Agent or any Lender which has not been incorporated in this
Guaranty.










                                       13

<PAGE>

         THIS GUARANTY is executed as of the date first above written.


                                                        GUARANTORS:

ADDRESS:
























                                       14

<PAGE>

                                                                       EXHIBIT C



                      OPINION OF COUNSEL FOR THE BORROWER


                               (To be provided)



<PAGE>



                                                                       EXHIBIT D

                                      NOTE

$____________                   New York, New York             ___________, 200_

         FOR VALUE RECEIVED, STEWART & STEVENSON SERVICES, INC. ("MAKER"), a
Texas corporation, promises to pay to the order of __________________________
("PAYEE") at the office in New York, New York, of The Chase Manhattan Bank,
acting as administrative agent (including its successors in such capacity, the
"ADMINISTRATIVE AGENT") for Payee and the other lenders (together with Payee,
collectively referred to herein as the "LENDERS") which are now or may hereafter
become parties to the Credit Agreement referred to below, or at such other place
as the Administrative Agent may hereafter designate in writing, in immediately
available funds and in lawful money of the United States of America, the
principal sum of ______________________ MILLION AND NO/100THS DOLLARS
($__________________) (or the unpaid balance of all principal advanced against
this note, if that amount is less), on the dates and in the principal amounts
provided in the Credit Agreement referred to below, and to pay interest on the
unpaid principal balance of this note from time to time outstanding until
maturity at the rate or rates established pursuant to the terms of the Credit
Agreement and interest on all past due amounts, both principal and accrued
interest, on demand at the rate or rates provided for in the Credit Agreement.

         Interest on the amount of each advance against this note shall be
computed on the amount of that advance and from the date it is made.

         The principal of this note shall be due and payable on the Maturity
Date, the final maturity of this note. Accrued and unpaid interest shall be due
and payable as provided in the Credit Agreement and at the maturity of this
note. All payments shall be applied first to accrued and unpaid interest, the
balance to principal.

         Subject to the provisions of the Credit Agreement, Maker may at any
time pay the full amount or any part of this note without payment of any premium
or fee. All prepayments shall be applied in accordance with the Credit
Agreement.

         The unpaid principal balance of this note at any time shall be the
total of all principal lent or advanced against this note less the sum of all
principal payments and permitted prepayments made on this note by or for the
account of Maker. All loans and advances and all payments and permitted
prepayments made hereon may be endorsed by the holder of this note on the
schedule which is attached hereto (and hereby made a part hereof for all
purposes) or otherwise recorded in the holder's records; PROVIDED that any
failure to make notation of (a) any advance shall not cancel, limit or otherwise
affect Maker's obligations or any holder's rights, or (b) any payment or
permitted prepayment of principal shall not cancel, limit or otherwise affect
Maker's entitlement to credit for that payment as of the date received by the
Administrative Agent.

         Subject to the provisions of the Credit Agreement, Maker may use all or
any part of the credit provided to be evidenced by this note at any time during
the Availability Period. Maker

                                  Page 1 of 2

<PAGE>

may borrow, repay and reborrow and there is no limit on the number of
advances against this note so long as the total unpaid principal of this note
at any time outstanding does not exceed the lesser of (a) the face amount of
this note or (b) the amount of Payee's Commitment, all determined from time
to time in accordance with the Credit Agreement.

         This note is one of the Notes which have been issued pursuant to the
terms of that certain Credit Agreement dated as of February 20, 2001, among
Maker, the Lenders party thereto, and The Chase Manhattan Bank, as
Administrative Agent, as Issuing Bank and as Auction Agent, as amended,
modified, supplemented and restated (the "CREDIT AGREEMENT"), to which reference
is made for all purposes, and evidences Revolving Loans made by Payee
thereunder. This note is governed by and entitled to the benefits of the Credit
Agreement. Any term used in this note and defined in the Credit Agreement shall
have the meaning ascribed to it in the Credit Agreement. Advances against this
note by Payee or other holder hereof shall be governed by the Credit Agreement.

         The occurrence of an Event of Default shall constitute default under
this note, whereupon the Administrative Agent or the holder hereof shall be
entitled to exercise any or all rights, powers and remedies afforded (a) under
the Credit Agreement and (b) by applicable law, including the right to
accelerate the maturity of this entire note.

         If any holder of this note retains an attorney in connection with any
such default or to collect, enforce or defend this note or any papers intended
to secure or guarantee it in any lawsuit or in any probate, reorganization,
bankruptcy or other proceeding, or if Maker sues any holder in connection with
this note or any such papers and does not prevail, Maker agrees to pay to each
such holder, in addition to principal and interest, all reasonable costs and
expenses incurred by such holder in trying to collect this note or in any such
suit or proceeding, including reasonable attorneys' fees.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS
PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION, AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA.

                                       STEWART & STEVENSON SERVICES, INC.,
                                                  a Texas corporation


                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------





                                  Page 2 of 2

<PAGE>

                                  SCHEDULE 2.1


The Chase Manhattan Bank                    $25,000,000.00
Bank One, NA                                $25,000,000.00
Wells Fargo Bank (Texas), N.A.              $25,000,000.00
The Bank of New York                        $20,000,000.00
SouthTrust Bank                             $15,000,000.00
Credit Lyonnais (New York Branch)           $10,000,000.00
Comerica Bank                               $10,000,000.00