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EXHIBIT 4.7

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this Agreement),
dated as of February 28, 2003, is made by and among the holders of 8.02% Senior
Notes due December 30, 2003 (together with their successors and assigns, the
1994 Noteholders) of Butler Manufacturing Company (the Company"), the
holders of the Companys 6.57% Senior Notes due March 20, 2013 (together with
their successors and assigns, the 1998 Noteholders") and the holders of the
Companys 7.87% Senior Notes due December 30, 2016 (together with their
successors and assigns, the 2001 Noteholders and, together with the 1994
Noteholders and the 1998 Noteholders, collectively the Noteholders and
individually a Noteholder"); the following banks or other lenders: Bank of
America, N.A., Commerce Bank, N.A. and U.S. Bank National Association
(collectively, together with the other lenders from time to time party to the
Credit Agreement (as defined below) and their successors and assigns, the
Banks and each individually a Bank); and Bank of America, N.A., in its
capacities as the Issuing Bank (in such capacity the Issuing Bank) and the
administrative lender for the Banks (in such capacity the Bank Agent) to the
extent and in the manner provided for in the Credit Agreement, in its capacity
as collateral agent hereunder (in such capacity, and together with its
successors and assigns, the Collateral Agent) for the Banks, the Issuing
Bank, the Bank Agent, the Noteholders and the other Lenders (as hereinafter
defined) from time to time parties hereto, and in its capacity as escrow agent
hereunder (in such capacity, and together with its successors and assigns, the
Escrow Agent) for the Banks, the Issuing Bank, the Bank Agent, the
Noteholders and the other Lenders from time to time parties hereto.

RECITALS

A.     The Company and the 1994 Noteholders entered into a Note Agreement,
dated as of June 1, 1994, as amended by a First Amendment to Note Agreement
dated as of the date hereof (as so amended and as it may hereafter be further
amended, supplemented or otherwise modified from time to time in compliance
with Section 5.2 hereof, the 1994 Note Purchase Agreement), pursuant to which
the Company issued and sold to the 1994 Noteholders its 8.02% Senior Notes due
December 30, 2003 (the 1994 Notes) in the original aggregate principal amount
of $35,000,000.

B.     The Company and the 1998 Noteholders entered into a Note Agreement,
dated as of March 1, 1998, as amended by a First Amendment to Note Agreement
dated as of the date hereof (as so amended and as it may hereafter be further
amended, supplemented or otherwise modified from time to time in compliance
with Section 5.2 hereof, the 1998 Note Purchase Agreement), pursuant to which
the Company issued and sold to the 1998 Noteholders its 6.57% Senior Notes due
March 20, 2013 (the 1998 Notes) in the original aggregate principal amount of
$35,000,000.

C.     The Company and the 2001 Noteholders entered into a Note Purchase
Agreement, dated as of June 20, 2001, as amended by a First Amendment to Note
Purchase Agreement dated as of the date

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hereof (as so amended and as it may
hereafter be further amended, supplemented or otherwise modified from time to
time in compliance with Section 5.2 hereof, the 2001 Note Purchase Agreement
and, together with the 1994 Note Purchase Agreement and the 1998 Note Purchase
Agreement, the Note Agreements"), pursuant to which the Company issued and
sold to the 2001 Noteholders its 7.87% Senior Notes due December 30, 2016 (the 2001 Notesand, together with
the 1994 Notes and the 1998 Notes, the Notes") in the original aggregate
principal amount of $50,000,000.

D.     Payment of the Notes and all other amounts due, and performance and
observance of all other obligations of the Company and its Subsidiaries
arising, under or in connection with the 1994 Note Purchase Agreement, the 1998
Note Purchase Agreement and the 2001 Note Purchase Agreement are guaranteed by
certain of the Companys existing Domestic Subsidiaries (collectively, the
Current Guarantors), and will also be guaranteed by all subsequently
organized or acquired Domestic Subsidiaries (such present and future guaranties
as amended, supplemented or otherwise modified and in effect from time to time,
collectively, the Note Guaranties).

E.     The Banks have agreed to extend credit to the Company in an aggregate
principal amount of up to $35,000,000, evidenced by promissory notes of the
Company (including any notes delivered in substitution or exchange therefor,
the Bank Notes), under a Credit Agreement, dated as of June 20, 2001, as
amended by that certain First Amendment to Credit Agreement, dated as of
December 4, 2001, and by that certain Second Amendment to Credit Agreement,
dated as of December 17, 2002, as amended by that certain Waiver and Amendment
dated as of February 3, 2003, as amended by that certain Third Amendment to
Credit Agreement, dated as of the date hereof (as so amended and as the same
may be further amended, modified, supplemented, replaced or restated from time
to time in compliance with Section 5.2 hereof, the Credit Agreement), among
the Company, the Banks, the Issuing Bank and the Bank Agent (the Banks, the
Issuing Bank and the Bank Agent are collectively referred to as the Bank
Creditors and individually as a Bank Creditor).

F.     Payment of the Bank Notes and performance and observance of all other
obligations of the Company and its Subsidiaries arising under or in connection
with the Credit Agreement are presently guaranteed by the Current Guarantors
and will also be guaranteed by all domestic Subsidiaries of the Company
organized or acquired after the date hereof (such present and future guaranties
as amended, supplemented or otherwise modified and in effect from time to time,
collectively, the Bank Guaranties and, together with the Note Guaranties, the
Guaranties).

G.     Concurrently with the execution and delivery of this Agreement, the
Company and the each of the Companys domestic Subsidiaries have executed and
delivered the security agreements, pledge agreements, assignments, financing
statements and other documents identified in the attached Schedule A (the
foregoing, together with any amendments, restatements, supplements and other
modifications thereto, collectively, the Security Documents) relating to the
Collateral, providing liens and security interests in the property described in
such Security Documents in favor of the Collateral Agent for the benefit of the
Lenders in order to secure (a) the obligations under and in respect of the
Notes, the Note Agreements and the Note Guaranties and (b) the obligations
under and in respect of the Bank Notes, the Credit Agreement and the Bank
Guaranties.

H.     (a) Under applicable law and, if applicable, the terms of the Credit
Agreement and the Bank Guaranties, any Bank Creditor will be entitled to set
off, appropriate and apply (i) any deposits and any other indebtedness at any
time held or owing by such Bank Creditor to or for the credit or account of the
Company against and on account of liabilities of the Company under the Credit
Agreement, pursuant to law and, if applicable, the terms of the Credit
Agreement and (ii) any deposits and any other indebtedness at any time held or
owing by such Bank Creditor, to or for the credit or account of a Subsidiary
providing a Bank Guaranty against and on account of liabilities of such
Subsidiary under such Bank Guaranty, and

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(b) under applicable law, any
Noteholder may be entitled to set off (i) indebtedness owing by such Noteholder
to or for the credit of the Company, against and on account of liabilities of
the Company under the Note Agreements, and (ii) indebtedness owing by any
Noteholder to or for the credit of a
Subsidiary providing a Note Guaranty against and on account of liabilities
of such Subsidiary under such Note Guaranty (collectively, the Set-Off
Rights).

I.     The Bank Creditors and the Noteholders desire to make certain
commitments to each other concerning the Bank Notes, the Credit Agreement, the
Notes, the Note Agreements, the Guaranties and the Security Documents.

J.     The Company, the Bank Creditors and the Noteholders have agreed that
the obligations of the Company and the Guarantors under and in respect of the
Credit Agreement, the Bank Notes and the Bank Guaranties are to be secured by
the Collateral (as defined herein) and treated with respect to the Collateral
on a pari passu basis with the obligations of the Company and the Guarantors
under and in respect of the Note Agreements, the Notes and the Note Guaranties
other than (i) the Cash Collateralized Letters of Credit, which cash collateral
will be pledged only to secure the reimbursement obligations under such Cash
Collateralized Letters of Credit and (ii) as otherwise provided in this
Agreement.

K.     The Bank Creditors, the Noteholders, the Collateral Agent and the
Escrow Agent are entering into this Agreement in order to (a) set forth certain
responsibilities and obligations of the Collateral Agent and Escrow Agent and
(b) establish among the Lenders their respective rights with respect to certain
payments that may be received (i) by the Collateral Agent in respect of the
Collateral, (ii) by the Noteholders in respect of the Note Guaranties, (iii) by
the Banks in respect of the Bank Guaranties, (iv) by the Escrow Agent in
respect of Proceeds and (v) otherwise by any of the Lenders under, in
connection with or pursuant to their respective Credit Facilities (as
hereinafter defined), including pursuant to any Set-Off Rights.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

DEFINITIONS

Uniform Definitions; Cross-references.The capitalized terms used herein and
defined in the Note Agreements and the Credit Agreement but not otherwise
defined in this Agreement are used herein with the meaning therein specified
as of the date hereof. Each reference to a particular Section, paragraph or
other provision of, or definition in, any Financing Document is a reference to
such Section, paragraph, provision or definition as in effect on the date
hereof. Each term shall include the plural as well as the singular and
vice-versa.

Additional Definitions.The following terms, as used herein, have the
following meanings:

"1994 Note Purchase Agreement has the meaning specified in Recital A of
this Agreement.

"1998 Note Purchase Agreement has the meaning specified in Recital B of
this Agreement.

"2001 Note Purchase Agreement has the meaning specified in Recital C of
this Agreement.

"1994 Notes has the meaning specified in Recital A of this Agreement.

"1998 Notes has the meaning specified in Recital B of this Agreement.

"2001 Notes has the meaning specified in Recital C of this Agreement.

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"Acceleration means the acceleration of the maturity of any amount
outstanding under a Credit Facility or the requiring of cash collateral for
reimbursement obligations under Letters of Credit other than the Cash
Collateralized Letters of Credit.

"Advance is as defined in the Credit Agreement.

"Assignee means any assignee or other transferee of any portion of the
right, title or interest of any Lender under any Credit Facility, except for
any such transferee that becomes a Lender for purposes hereof in accordance
with Section 9.2.

"Bank has the meaning specified in the preamble of this Agreement.

"Bank Agent shall have the meaning specified in the preamble of this
Agreement.

"Bank Creditors has the meaning specified in Recital E of this Agreement.

"Bank Guaranties has the meaning specified in Recital F of this
Agreement.

"Bank Notes has the meaning specified in Recital E of this Agreement.

"Bankruptcy Distributions means any payment of Financial Obligations to a
Lender at any time that any of the circumstances covered by the definition of
Bankruptcy Event are still in effect, including pursuant to any plan,
settlement or other resolution thereof.

"Bankruptcy Event shall mean an event with respect to the Company or any
of its Subsidiaries specified in Section 8.1(h) of the 1994 Note Purchase
Agreement, Section 8.1(h) of the 1998 Note Purchase Agreement, Sections 11(g)
or 11(h) of the 2001 Note Purchase Agreement or any similar provision of the
Credit Agreement.

"Breakage Costs means, at any time, amounts then payable by the Company
under Section 2.9 of the Credit Agreement.

"Business Day means any day other than a Saturday, a Sunday or a day on
which commercial banks in New York, New York, or Dallas, Texas are required or
authorized to be closed.

"Cash Collateralized Letters of Credit means those certain Letters of
Credit (i) not exceeding $30,000,000 in face amount outstanding at any time,
(ii) issued pursuant to the Credit Agreement, (iii) that at the time of
issuance by the Issuing Bank have an expiration date that extends beyond the
maturity date of the Credit Agreement as of the date hereof, (iv) that are
collateralized by the grant of a perfected first priority security interest in
cash collateral to be held by the Bank Agent in an amount not more than 105% of
the face amount of each such issued and outstanding Letter of Credit, and (v)
that the Bank Agent has not been prohibited from realizing upon any or all of
the cash held as security for such Letters of Credit.

"Collateral means any and all property, security or other interest,
tangible or intangible, securing the obligations of the Company and the
Guarantors under any or all of the Financing Documents.

"Collateral Agent has the meaning specified in the preamble to this
Agreement.

"Collateral Proceeds means any and all proceeds received by the
Collateral Agent, the Escrow Agent, any Bank Creditor or any Noteholder as a
result of, or in connection with, the sale or other

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disposition of any of the
Collateral in connection with or as a result of the exercise by the Collateral
Agent or any Lender of its rights or remedies as the holder of a Lien on any of
the Collateral, including any proceeds received or obtained through Set-Offs
other than the Bank Agent or any Bank Creditor exercising its Set-Off Rights
against the Cash Collateralized Letters of Credit.

"Commitment has the meaning specified in the Credit Agreement.

"Contingent LC Indebtedness means, at any time, the aggregate undrawn
face amount of all outstanding Letters of Credit at such time.

"Costs has the meaning specified in Section 8.3(e).

"Credit Agreement has the meaning specified in Recital D of this
Agreement.

"Credit Facilities means the Note Agreements, the Notes, the Credit
Agreement, the Bank Notes and all other evidences of indebtedness issued
pursuant to any of the foregoing, and Credit Facility means any of the
foregoing.

"Current Guarantors has the meaning specified in Recital D of this
Agreement.

"Default means a Default as defined in Note Agreement or the Credit
Agreement, as the context requires.

"Dollars means lawful currency of the United States of America.

"Escrow Account has the meaning specified in Section 8.1.

"Escrow Agent has the meaning specified in the preamble to this
Agreement.

"Escrow Funds means those certain Collateral Proceeds turned over by the
Collateral Agent to the Escrow Agent pursuant to Section 3.2 hereof.

"Event of Default means an Event of Default as defined in Note
Agreement or the Credit Agreement, as the context requires.

"Financial Obligations means, with respect to any Lender under any Credit
Facility such Lenders Funded Obligations and Other Obligations under such
Credit Facility.

"Financing Documents means the Note Agreements, the Notes, the Credit
Agreement, the Bank Notes, the other Loan Documents, the Guaranties and the
Security Documents; provided that any Loan Documents executed in connection
with the cash collateralization of the Cash Collateralized Letters of Credit
shall not be deemed to be Financing Documents for any purposes under this
Agreement.

"Funded Obligations shall mean, with respect to any Lender under any
Credit Facility, the aggregate amount payable (whether or not then due) to such
Lender under such Credit Facility in respect of principal, interest, Make-Whole
Amount and Breakage Costs (determined in accordance with the applicable
provisions of such Credit Facility, but only to the extent accrued through the
applicable determination date and in the case of the Credit Agreement treating
as principal all LC Indebtedness and Contingent LC Indebtedness). Funded
Obligations consisting of Contingent LC Indebtedness shall be reduced by the
amount of any Proceeds held as collateral therefor pursuant to Section
3.2(c)(i) and any Proceeds allocable thereto that are held by the Escrow Agent
pursuant to Section 3.2(c)(ii).

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"Guaranties has the meaning specified in Recital F of this Agreement.

"Guarantor Payments means any payment of Financial Obligations made by
any Guarantor under any of the Guaranties.

"Guarantors means, collectively, each of the Current Guarantors and the
other domestic Subsidiaries of the Company party to a Guaranty.

"LC Indebtedness means the aggregate amount of all unreimbursed
obligations on Letters of Credit which have been drawn and honored.

"Lenders means the Noteholders, the Banks, the Issuing Bank and each
financial institution that hereafter becomes a Lender for purposes hereof in
accordance with Article 9, and Lender means any one of them.

"Letter of Credit has the meaning specified in the Credit Agreement.

"Loan Commitment means the aggregate Commitment of all Banks under the
Credit Agreement, which shall not exceed $35,000,000 in the aggregate.

"Loan Documents has the meaning specified in the Credit Agreement.

"Make-Whole Amount with respect to any Note has the meaning specified in
the applicable Note Agreement pursuant to which such Note has been issued.

"Note Guaranties has the meaning specified in Recital E of this
Agreement.

"Notice of Event of Default has the meaning specified in Section 6.1.

"Obligations means, with respect to any Lender, at any time, the
aggregate of (a) all Financial Obligations to that Lender under the Credit
Facility or Credit Facilities to which it is a party and (b) in the case of all
Credit Facilities, the amount which that Lender remains committed to lend under
the Credit Facility or Credit Facilities to which it is a party.

"Other Obligations means, with respect to any Lender under any Credit
Facility, the aggregate amount payable (whether or not then due) to such Lender
under such Credit Facility other than its Funded Obligations thereunder,
including, without limitation, fees, costs, indemnities and expenses.

"Outstandings means, (i) as to any Noteholder as of any date, the
aggregate principal amount outstanding under the Notes held by such Noteholder
on such date, together with Purchased Financial Obligations purchased by such
Noteholder and (ii) as to any Bank Creditor as of any date, the sum of (a) the
aggregate principal amount of all Advances owing to such Bank Creditor then
outstanding under the Credit Agreement, plus (b) all LC Indebtedness owing to
such Bank Creditor (to the extent not included in clause (a) of this
definition), plus (c) all Contingent LC Indebtedness owing to such Bank
Creditor, outstanding on such date (to the extent not included in clause (a) of
this definition), together with Purchased Financial Obligations purchased by
such Bank.

"Paying Lender has the meaning specified in Section 2.3(a).

"Proceeds means all Collateral Proceeds, Guarantor Payments and all other
amounts received or obtained after a Sharing Commencement Date by the
Collateral Agent, the Escrow Agent or any Lender

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from the Company or any
Subsidiary in respect of the Credit Facilities, including cash no longer
required as collateral for Cash Collateralized Letters of Credit as provided in
Section 3.3(b).

"Purchased Financial Obligations has the meaning specified in Section
4.1(a).

"Purchaser has the meaning specified in Section 9.2.

"Purchasing Lender(s) has the meaning specified in Section 4.1(a).

"Purchasing Lenders Financing Documents has the meaning specified in
Section 4.1(a).

"Reallocable Payment has the meaning specified in Section 2.2.

"Relevant Amount has the meaning specified in Section 2.3(b).

"Repaying Lender has the meaning specified in Section 2.4(a).

"Reduced Lender has the meaning specified in Section 2.4(b).

"Required Lenders means (a) Noteholders holding, in the aggregate, at
least 51% of the outstanding principal amount of Notes (other than Purchased
Financial Obligations consisting of Notes) (for so long as any such Notes
remain outstanding) plus (b) at least two of the Banks and/or Assignees
holding, in the aggregate, more than 50% of the principal amount outstanding
under the Credit Agreement (including the aggregate LC Indebtedness then
outstanding) (other than Purchased Financial Obligations consisting of
Financial Obligations under the Credit Agreement) (for so long as Obligations
(other than Purchased Financial Obligations) remain outstanding under the
Credit Agreement).

"Retained Financial Obligations has the meaning specified in Section
4.1(a).

"Security Documents has the meaning specified in Recital G of this
Agreement.

"Selling Lender(s) has the meaning specified in Section 4.1(a).

"Selling Lenders Financing Documents has the meaning specified in
Section 4.1(a).

"Set-Off Rights has the meaning specified in Recital H of this Agreement.

"Set-Offs means amounts set off by any Bank Creditor or any Noteholder by
the exercise of any Set-Off Right.

"Sharing Commencement Date has the meaning specified in Section 2.2.

"Sharing Lender has the meaning specified in Section 2.3.

"Sharing Notice means a notice given by the Collateral Agent pursuant to
Section 2.1 of this Agreement.

"Sharing Percentage means, as to any Lender as of any date, a percentage
equal to (a)(i) such Lenders Outstandings as of such date divided by (ii)
Total Outstandings as of such date multiplied by (b) one hundred (100).

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"Total Funded Obligations means, at any time, the aggregate of all Funded
Obligations of all Lenders then outstanding under the Credit Facilities.

"Total Outstandings means, at any time, the aggregate of all Outstandings
of all Lenders then outstanding under the Credit Facilities.

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SHARING AMONG LENDERS

Sharing Notice.Upon obtaining knowledge of the occurrence of any Default, a
Lender (or the Bank Agent with respect to a Default under the Credit
Agreement) shall immediately notify the Collateral Agent and the Collateral
Agent shall immediately give notice (a Sharing Notice) to each of the
Lenders informing them that the provisions of this Agreement are to be
implemented and requiring each Lender to provide it with all necessary
information to enable it to calculate (a) such Lenders Funded Obligations and
Financial Obligations (including, without limitation, an itemization of all
principal, interest, Breakage Costs, Make-Whole Amount, fees, costs and
expenses owing to such Lender) as of the Sharing Commencement Date, (b) the
Sharing Percentage of such Lender as of the Sharing Commencement Date and (c)
any other amounts required to be calculated under this Agreement. If any
necessary information is not received by the Collateral Agent within three
days after the Collateral Agent delivers the Sharing Notice, the Collateral
Agent may request such information from any other Lender that is a party to
the applicable Credit Facility. If any such necessary information has not
been provided to the Collateral Agent within two days after the Collateral
Agent makes such supplemental request, the Collateral Agent may proceed with
its calculations based upon the other information available to it and which it
reasonably and in good faith believes to be correct. Once the Collateral
Agent has either received such necessary information or has determined to
proceed based upon such other information available to it, the Collateral
Agent shall calculate and promptly notify the Lenders as to the relevant
calculations, which notice shall demonstrate such calculations in reasonable
detail. If the Collateral Agent thereafter receives information which
demonstrates that the Collateral Agents prior calculations were erroneous,
the Collateral Agent shall recalculate such calculations and shall promptly
notify all Lenders of such recalculations and, if any payments pursuant to
this Agreement have been made based upon such erroneous prior calculations,
the amount to be repaid by or paid to such Lender as a result of such
recalculations. Each Lender that has received an excess payment as a result of
such erroneous prior calculations shall promptly (and in any event within five
Business Days after its receipt of the Collateral Agents recalculations)
repay to the Collateral Agent for the account of the other appropriate Lenders
the excess portion of any payments previously received by it.

Payments.

If, at any time that any Financial Obligations owed to any of the Lenders under
any of the Credit Facilities remain outstanding, any Lender (or any Assignee of
any Lender) obtains any amount in respect of any Credit Facility by virtue of
any voluntary or involuntary payment or prepayment made by or for the account
of the Company or any of its Subsidiaries (other than payments made on or prior
to the date hereof and payments of Advances during the 30 day remedy period
specified in clause (4) below, but only to the extent of Advances made during
such period), by virtue of the application of any provision of any of the
Financing Documents, or by virtue of` an exercise of any Set-Off Rights or
similar mechanism other than Set-Offs in connection with the Cash
Collateralized Letters of Credit, if any, or in any other manner except
pursuant to this Agreement, during the period commencing on the earliest of
(such commencement date, the Sharing Commencement Date):

if a Notice of Event of Default is given by a Lender pursuant to Section 6.1(d)
(or was required by that Section to be given) with respect to any Events of
Default specified in Sections 8.1(b) through 8.1(d) or Sections 8.1(f), (g) or
(i) of the 1994 Note Purchase Agreement or 1998 Note Purchase Agreement or
Sections 11(a), (c), (e), (f), (i), (j), (k) or (l) of the 2001 Note Purchase
Agreement or Sections 8.1(a), (c) or (k) through (m) of the Credit Agreement,
the date of such Event of Default ;

if any Default occurs with respect to Section 8.1(b) of the Credit Agreement,
the date of such Default, provided, that if such Default is remedied within two
days after the date of such Default and no Event of Default specified in clause
(1) above has occurred since the date of such Default, then this clause (2)
shall not apply;

if any Default occurs with respect to Section 8.1(a) of the 1994 Note Purchase
Agreement or 1998 Note Purchase Agreement or Section 11.1(b) of the 2001 Note
Purchase Agreement, the date of such Default, provided, that if such Default is
remedied within five business days after the date of

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such Default and no Event of Default specified in (1) or (2) above has occurred
since the date of such Default, then this clause (3) shall not apply;
if any other Default occurs with respect to any other provision other than as
described in (1), (2) or (3) above or (5) or (6) below as set forth in Article
8 of the 1994 Note Purchase Agreement or the 1998 Note Purchase Agreement,
Article 11 of the 2001 Note Purchase Agreement or Article 8 of the Credit
Agreement, the date of such Default, provided, that if such Default is remedied
within 30 days after the date of such Default and no Event of Default specified
in (1), (2) or (3) above has occurred since the date of such Default, then this
clause (4) shall not apply
the date on which Acceleration occurs; and
the date on which a Bankruptcy Event occurs.

such Lender shall forthwith notify the Collateral Agent thereof of its
(or such Assignees) obtaining the same (such amount, a Reallocable
Payment) and after receipt of a Sharing Notice, pay such Reallocable
Payment to the Collateral Agent within five (5) Business Days after
receipt of such Sharing Notice for the account of the Lenders to be
applied pursuant to Section 3.2.

Upon any distribution made pursuant to clause (a), the Lender making such
payment shall be deemed to have purchased from each other Lender an assignment
of a portion of the Financial Obligations of such other Lender; provided,
however, that such assignment shall be deemed to be of the same class of
obligations (i.e., Funded Obligations or Other Obligations) for purposes of
this Agreement as the class of obligations to which the Reallocable Payment
related.

Preferences, etc.If
any Lender or its Assignee (a Paying Lender) makes any payment pursuant to
this Agreement; and
the amount obtained by the Paying Lender which gave rise to such payment or any
part thereof (the Relevant Amount) is required to be repaid, and is repaid,
by the Paying Lender to the Company or any other Person;
then the Collateral Agent (if it shall then hold the same) and each of the
other Lenders which has received any part thereof (each, a Sharing Lender)
shall promptly (and in any event within five Business Days after its receipt
of notification from the Collateral Agent requiring such repayment, which
notification the Collateral Agent shall dispatch promptly upon its determining
the amount of the repayment required from the relevant Sharing Lender) repay
the portion of the relevant amount received by the Collateral Agent or such
Sharing Lender, as the case may be, to the Paying Lender, together with such
amount as is equal to the appropriate portion of the interest, if any (in
respect of the period during which the Collateral Agent or such Sharing Lender
(as the case may be) held such portion of the Relevant Amount), the Paying
Lender shall have repaid when repaying such Relevant Amount.

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Adjustments to Sharing Percentages.If, at any time after the date of a
Sharing Notice,
a Lender or its Assignee (a Repaying Lender) is required to repay to the
Company or any other Person all or any portion of an amount received on or
prior to the date of such Sharing Notice, with the result that the Repaying
Lenders Financial Obligations are increased, then, after such repayment has
been made and the Repaying Lender has notified the Collateral Agent thereof,
the Collateral Agent shall recalculate any calculations made pursuant to
Section 2.1 as if the Repaying Lenders Financial Obligations reflected such
increase as of the relevant date of such calculations and shall promptly notify
all Lenders of such recalculations and, if any payments pursuant to this
Agreement have been made based upon such prior calculations, the amount to be
repaid by or to such Lender as a result of such recalculations. Each Lender
that has received an excess payment as a result of such prior calculations
shall promptly (and in any event within five Business Days after its receipt of
the Collateral Agents recalculations) repay to the Collateral Agent for the
account of the other appropriate Lenders the excess portion of any payments
previously received by it, together with such amount (if any) as is equal to
the appropriate portion of any interest (in respect of the period during which
such other Lender held such amount) the Repaying Lender shall have repaid when
repaying such amount as aforesaid, or
an amount originally included in the Funded Obligations of a Lender (including
its Assignees, a Reduced Lender) under its Credit Facility as a contingent.
obligation (such as a letter of credit) ceases to be an obligation because of
its expiry, reduction, cancellation or otherwise, with the result that such
Funded Obligations are reduced, then the Reduced Lender shall promptly notify
the Collateral Agent thereof, and the Sharing Percentages of the Lenders shall
be adjusted on the first Business Day following the Collateral Agents receipt
of such notification to reflect such decrease (and the resultant increase in
the Sharing Percentages of the Lenders other than the Reduced Lender) and the
Reduced Lender shall promptly repay to the Collateral Agent for the account of
the respective other Lenders the portion of any payments previously received by
it under Section 2.2 in excess of its Sharing Percentage thereof as so
redetermined.

PROCEEDS

Sharing.The Lenders agree that until payment in full of all Financial
Obligations owed to all Lenders, the Lenders shall be entitled to receive and
shall be paid Guarantor Payments and all payments, distributions, collections
or recoveries and all other matters relating to the Collateral hereunder and
under each of the Security Documents other than the Cash Collateralized
Letters of Credit as provided in Section 3.2.

Distribution of Proceeds.All Proceeds and all payments to be made pursuant
to Section 2.2 shall be paid by the Collateral Agent or Escrow Agent, as
applicable and applied as follows:

Expenses. First, to the payment of all reasonable out-of-pocket costs and
expenses incurred by the Collateral Agent and the Lenders other than costs and
expenses actually paid pursuant to Section 3.3(b) in connection with the
collection or enforcement of the Financial Obligations of the Lenders or the
preservation of, or sale of, collection of, or other realization upon, the
Collateral under the Security Documents, including, without limitation,
reasonable attorneys fees and disbursements and reasonable costs and expenses
incurred by the Collateral Agent in connection with the defense of any claim,
suit, action or proceeding against the Collateral Agent, as provided below in
Section 7.11;

Funded Obligations of the Noteholders. Second, to the extent that the Bank
Agent has realized on cash securing any Cash Collateralized Letters of Credit,
to the payment of the Funded Obligations of the Noteholders with respect to the
Credit Facilities applicable to them, to be shared ratably by the Noteholders
according to their respective proportions of such Funded Obligations until an
aggregate of the amount realized by the Bank Agent in liquidating the cash
securing Cash Collateralized Letters of Credit, minus related expenses, has
been paid to such Noteholders pursuant to Section 3.2(c)(ii)(B)(2) or (C)(1) or
this Section 3.2(b);

Funded Obligations of All Lenders. Third, to the payment of all remaining
Funded Obligations of the Lenders with respect to the Credit Facilities, to be
shared ratably by all the Lenders according to their respective proportions of
such Funded Obligations, provided that:
11



| |                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) with respect to Funded Obligations consisting of the
undrawn amount of any outstanding non-Cash Collateralized Letter of
Credit, payment shall be made to the Collateral Agent, to be
retained as Collateral for the ratable portion of the Funded
Obligations consisting of such undrawn amount, it being understood
that



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) if such Letter of Credit is drawn upon, the
Collateral Agent shall pay to the Issuing Bank the ratable
portion of the amount of cash held as Collateral therefor
pursuant to this clause that is allocable to the amount
drawn upon such Letter of Credit and
|
| | (B) if and to the extent that such Letter of Credit
shall expire or terminate, the amount of cash held as
Collateral therefor shall be applied in accordance with this
Section 3.2; and                                                                          



| |                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) with respect to Funded Obligations consisting of the
undrawn amount of Cash Collateralized Letters of Credit, payment
shall be made to the Escrow Agent for the ratable portion of the
Funded Obligations consisting of such undrawn amount to be applied
by the Escrow Agent as hereinafter provided:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) If any Cash Collateralized Letter of Credit is drawn
upon and the Bank Agent is not able to realize upon the cash
securing such Letter of Credit and advises the Escrow Agent
and each Noteholder in writing that the Bank Agent and the
Issuing Bank relinquish any claim in or to such cash, the
Escrow Agent shall pay to the Issuing Bank the ratable
portion of cash held in respect of the amount drawn on such
Cash Collateralized Letter of Credit, if any; and



| |                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------
| | (B) If any Cash Collateralized Letter of Credit is drawn
upon and the Bank Agent is able to realize on the cash
securing such Letter of Credit:



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) the Bank Agent shall pay over any remaining
proceeds from such cash collateral to the Collateral
Agent to be distributed in accordance with this Section
3.2, and



| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) to the extent the Escrow Agent holds any Proceeds
allocable to such Cash Collateralized Letter of Credit,
the Escrow Agent shall pay to the Noteholders an amount
from such Collateral Proceeds equal to the amount
realized by the Bank Agent in connection with the
liquidation of the cash securing such Cash
Collateralized Letter of Credit minus any expenses
incurred in such liquidation.



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | (C) If and to the extent that any Cash Collateralized
Letter of Credit expires or terminates,



| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) the Escrow Agent shall pay to the Noteholders an
amount equal to the lesser of the face amount of such
expiring or terminating Cash Collateralized Letter of
Credit or the amount of any Proceeds allocable thereto
that are then held by the Escrow Agent and



| |                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------
| | (2) the Bank Agent shall pay to the Collateral Agent
all cash held as Collateral for such expired or
terminated Cash Collateralized Letter of

12



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| |                                                                              
| | -----------------------------------------------------------------------------
| | Credit, less any expenses, to be applied in accordance
with this Section 3.2;

Other Obligations. Fourth, to the payment of the Other Obligations of the
Lenders with respect to the Credit Facilities, which payment shall be shared
ratably by the Lenders according to their respective proportions of such Other
Obligations;

Surplus. Fifth, to the payment to the Company or its Subsidiaries, or their
respective successors or assigns, or as a court of competent jurisdiction may
direct, or otherwise as required by law, if any surplus is then remaining from
such proceeds.

Such proceeds being so disbursed to the Lenders shall be deemed applied to the
Financial Obligations held by such Lenders upon the receipt by such Lenders of
good, collected funds in respect thereof and in the order provided for in
Sections 3.2(a) through 3.2(d), inclusive.

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Cash Collateralizing Cash Collateralized Letters of Credit. Cash held by the
Bank Agent as collateral for the Cash Collateralized Letters of Credit (and to
the extent there is any surplus, as bailee of the surplus cash collateral
under the Security Documents) shall be applied by the Bank Agent as follows:

Reimbursement Obligations. First, to the payment of any reimbursement
obligation due the Issuing Bank at the time a Cash Collateralized Letter of
Credit is drawn upon;

Expenses. Second, to the payment of all reasonable out-of-pocket costs and
expenses incurred by the Bank Agent or the Bank Creditors in connection with
the Cash Collateralized Letters of Credit;

Surplus. If and to the extent that a Cash Collateralized Letter of Credit
shall expire, terminate or be fully drawn, the amount of cash held as
collateral therefor after payment of all amounts due and owing in respect of
such Cash Collateralized Letter of Credit shall be paid over by the Bank Agent
to the Collateral Agent as Proceeds and applied as provided in Section 3.2.

ASSIGNMENTS OF FINANCIAL OBLIGATIONS

Purchase of Assignments.

Following a Bankruptcy Event, if a Lender or Lenders are deemed pursuant to
Section 2.2(b) to have purchased (the Purchasing Lender(s)) from each other
Lender (the Selling Lenders(s)) assignments of a portion of the Financial
Obligations of such other Lenders (the Purchased Financial Obligations"),the
Purchased Financial Obligations retain all of their rights under the applicable
Financing Documents under which such Purchased Financial Obligations arose (the
Selling Lenders Financing Documents) except, (a) the Purchasing Lender(s)
shall vote as a separate and distinct class on all matters with regard to the
Purchased Financial Obligations in accordance with the terms of the Financing
Documents to which the Purchasing Lender(s) are parties (other than by
assignment pursuant to this Agreement) (the Purchasing Lenders Financing
Documents) and the Selling Lender(s) shall vote as a separate and distinct
class on all matters with regard to the Financial Obligations they retain under
the Selling Lenders Financing Documents after such assignment (the Retained
Financial Obligations) in accordance with the terms of the Selling Lenders
Financing Documents, such that items regarding the Purchased Financial
Obligations similar or comparable to those in the Purchasing Lenders Financing
Documents will be voted on by the Purchasing Lender(s) in the same manner as
provided in the Purchasing Lenders Financing Documents (as if such class had
been issued pursuant to and governed by separate instruments, adjusted as
aforesaid), (b) each such class may take action, vote, consent, amend, waive or
do like things with respect to its Purchased Financial Obligations or Retained
Financial Obligations, as the case may be, independently of the other class (as
if each class had been issued pursuant to and governed by separate instruments,
adjusted as aforesaid), and (c) all rights under such Purchased Financial
Obligations are equal to and pari passu with all rights under the Retained
Financial Obligations, and all payments on the Purchased Financial Obligations
and Retained Financial Obligations will be applied pro rata based upon the
outstanding principal amount of the Purchased Financial Obligations and
Retained Financial Obligations.
Financial Obligations arising under the Credit Agreement to be purchased by the
Noteholders shall consist of Advances (and not any other type of Obligations
under the Credit Agreement) to the maximum extent possible.

Mechanics of Further Assignments.Any further assignment of Financial
Obligations required to be made shall be made by (i) reducing previous
assignments made pursuant to the terms and provisions of this Agreement,
and/or (ii) purchasing assignments of Financial Obligations pursuant to this
Agreement so that, after giving effect thereto, the aggregate amount of
Financial Obligations required pursuant to the terms and provisions of this
Agreement shall have been purchased by the Banks or the Noteholders, as the
case may be.

Several Obligation. The obligation of each Bank and each Noteholder to
purchase assignments of Financial Obligations in accordance with the terms of
this Agreement is a several and not a joint obligation.

14



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##### 



APPLICATION OF PAYMENTS; CHANGES TO OBLIGATIONS AND FINANCING
DOCUMENTS

Application of Payments of Financial Obligations.Notwithstanding the terms
of this Agreement, each Bank Creditor and Noteholder may apply payments on its
Financial Obligations on its own books and records for internal purposes in
whatever order and manner it chooses, provided that no such internal
application shall affect the manner in which payments with respect to the
Credit Facilities are treated under this Agreement.

Changes to Obligations and Financing Documents.None of the parties hereto
will do or permit any of the following without the consent of the Required
Lenders (a) increase the maximum aggregate principal amount of Notes that may
be outstanding under any of the Note Agreements or relend to the Company any
portion of the aggregate amount of principal payments previously made in
respect of the Notes, (b) permit (i) any increase in the Loan Commitment above
$35,000,000 or (ii) the aggregate face amount of outstanding Letters of Credit
to exceed an amount equal to $30,000,000, (c) increase the rate of interest
(or discount), or any default interest or other penalty interest or fees, that
accrues on the principal balance or face amount of the Notes, the Advances or
the Letters of Credit (or any reimbursement obligations in respect thereof)
outstanding from time to time to a rate of interest in excess of the rate of
interest provided for in the Credit Agreement or the Notes, respectively, as
such agreements and instruments are in effect on the date hereof, (d) increase
or add any fees provided for in the Credit Agreement, the Notes or the Note
Agreements, as such agreements and instruments are in effect on the date
hereof, (e) pay or require any fees in respect of any Letter of Credit in
excess of those specified in the Credit Agreement with respect to such Letter
of Credit as of the date hereof, (f) change any term or provision of the Note
Agreements or Notes with regard to the method of calculating the Make-Whole
Amount (other than technical changes regarding the sources of data to be used
in calculating any amounts due in respect thereof) so as to increase the
Make-Whole Amount due, if any, (g) amend or change the scheduled payments on
the Notes so that any required reduction or payment would be made sooner than
its presently scheduled date, (h) shorten the final maturity of the Advances
made under the Credit Agreement to a term maturing on or before June 20, 2004
(i) amend the definition of Commitment in Section 1.1 of the Credit
Agreement, (j) accept any additional security, assets, or other property
except on behalf of the Collateral Agent for the ratable benefit of the
Lenders other than the Cash Collateralized Letters of Credit as provided
herein or (l) accept any additional guaranty or subordination for the benefit
of, or any other credit support for, the obligations of the Company or any of
its Subsidiaries under any Credit Facility or any Financing Document unless
the Lenders under all Credit Facilities receive an equal and ratable
guarantee, subordination or other credit support, as the case may be.

COOPERATION AMONG LENDERS

Cooperation.Each Lender agrees with each of the other Lenders, the
Collateral Agent and the Escrow Agent that:
it will (and will cause each of its Assignees to) from time to time provide
such information to the Collateral Agent as may be necessary to enable the
Collateral Agent to make any calculation required for any purpose hereof and to
notify the Collateral Agent of any Default, Event of Default, Acceleration or
Bankruptcy Event;
it will (and will cause each of its Assignees to) from time to time consult
with the Collateral Agent and the other Lenders in good faith regarding the
enforcement of its and each of its Assignees rights with a view to recovering
amounts due under the Credit Facilities;
it will (and will cause each of its Assignees to) in the case of any Default
with respect to which it shall have received notice from, or provided notice
to, the Company, give the Collateral Agent immediate notice, and if such notice
is oral, confirmed in writing, of such Default;
it will (and will cause each of its Assignees to) upon becoming aware of the
occurrence of any Event of Default, give the Collateral Agent immediate notice,
and if such notice is oral, confirmed in writing, of

15



---



##### 



such Event of Default and stating that the same constitutes a Notice of Event
of Default (a Notice of Event of Default); and
it will (and will cause each of its Assignees to) give the Collateral Agent
immediate written notice of any acceleration of any of its or its Assignees
Financial Obligations or suspension of all or any portion of its Obligations.

COLLATERAL AGENT

Appointment and Authority of Collateral Agent.In order to expedite the
enforcement of the rights and remedies set forth in the Security Documents,
the Collateral Agent is hereby appointed to act as agent for the Lenders
hereunder and thereunder. The Collateral Agent is hereby authorized and
directed to take such action on behalf of the Lenders under the terms and
provisions of the Security Documents and to exercise such rights and remedies
hereunder and thereunder as are specifically delegated to or required of the
Collateral Agent under the terms and provisions hereof and thereof. The
Collateral Agent is hereby expressly authorized as Collateral Agent on behalf
of the Lenders, without hereby limiting the foregoing, and subject to, and in
accordance with, the terms and conditions of this Agreement:
to receive on behalf of each of the Lenders any payment of monies paid to the
Collateral Agent in accordance with the Security Documents, and to distribute
to each Lender its respective portion of all payments so received in accordance
with the terms of this Agreement;
to receive all documents and items to be furnished under the Security
Documents;
to maintain physical possession of any of the Collateral as contemplated in any
of the Security Documents;
to act on behalf of the Lenders in and under the Security Documents;
to execute and deliver to the Company, its Subsidiaries and others requests,
demands, notices, approvals, consents and other communications received from
the Lenders in connection with the Security Documents, subject to the terms and
conditions set forth herein and therein;
to the extent permitted by this Agreement and the Security Documents, to
exercise on behalf of each Lender all remedies of the Lenders upon the
occurrence of any Default or Event of Default under any of the Security
Documents; and
to take such other actions, other than as specified in Section 7.2 hereof, as
may be requested by the Required Lenders or as are reasonably incident to any
powers granted to the Collateral Agent hereunder and not in conflict with
applicable law or regulation or any Financing Document.

Modification of Security Documents.The Collateral Agent shall not, without
the prior written consent of the Required Lenders, enter into any amendment,
modification or supplement of any of the Security Documents.

Non-Reliance on Collateral Agent and Other Lenders.Each Lender agrees that
it has, independently and without reliance on the Collateral Agent or any
other Lender, and based upon such documents and information as it has deemed
appropriate, made its own credit analysis of the Company, the Companys
Subsidiaries and the Collateral, and its independent decision to enter into
this Agreement and the Security Documents, and that it will, independently and
without reliance upon the Collateral Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement and the Security Documents. The Collateral Agent shall
not be required to keep the Lenders informed as to the performance or
observance by the Company or its Subsidiaries of the Note Purchase Agreement,
the Credit Agreement, the Security Documents or any other document, instrument
or agreement, referred to or provided for therein or to inspect the properties
or books of the Company or any of its Subsidiaries. The Collateral Agent
shall not have any duty, responsibility or liability to provide any Lender
with any credit or other information, concerning the affairs, financial
condition or business of the Company which may come into the possession of
Collateral Agent; provided, however, the Collateral Agent shall send to the
Lenders written notice of any Default, Event of Default, Acceleration or
Bankruptcy Event of which the Collateral Agent (in its capacity as such) has
knowledge or of which it has been given

16



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##### 



written notice, and all payments and repayments of amounts required hereunder
to be paid to the Lenders received by the Collateral Agent under or in
connection with the Security Documents or this Agreement; and the Collateral
Agent shall provide each Lender with a schedule of all costs and expenses
which the Collateral Agent has paid or proposes to pay from the proceeds of
such payments or repayments as permitted hereunder.

Collateral Agent and Affiliates.Bank of America, N.A. and any successor
Collateral Agent, in its capacity as a Lender, shall have the same rights and
powers under the Financing Documents and may exercise or refrain from
exercising the same as though it were not the Collateral Agent hereunder, and
such Lender and its affiliates may accept deposits from, lend money to and
generally engage in any kind of banking, trust, hedging or other business with
or for any Lender, the Company or any of the Companys Subsidiaries, or any of
their respective affiliates, as if it were not acting as Collateral Agent
hereunder.

Action by Collateral Agent.The obligations of the Collateral Agent hereunder
and under the Financing Documents are only those expressly set forth herein
and therein. Notwithstanding anything contained herein or in any Financing
Document to the contrary, the Collateral Agent shall not be required to take
any action with respect to any Default, Event of Default, Acceleration or
Bankruptcy Event, except as expressly provided herein and therein.

Consultation with Experts.The Collateral Agent may consult with legal
counsel, independent public accountants and any other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or
experts.

Liability of Collateral Agent.The Collateral Agent shall be entitled to rely
on any communication or document believed by it to be genuine and correct and
to have been communicated or signed by the person by whom it purports to be
communicated or signed and shall not be liable to any Lender for any of the
consequences of such reliance. Neither the Collateral Agent nor any director,
officer, employee or agent of the Collateral Agent (as used in the immediately
following sentence Collateral Agent means all of the foregoing) shall be
liable for any action taken or not taken by it, him or them under, or in
connection with, this Agreement or any of the Financing Documents in the
absence of its, his or their gross negligence or willful misconduct. THIS
FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE
COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN
THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR
ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF
THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS;
PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO
INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE
DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION.As to any matters not
expressly provided for herein or in the Financing Documents, the Collateral
Agent shall act or refrain from acting in accordance with written instructions
from the Required Lenders or, in the absence of such instructions, in
accordance with its discretion, taking into account the interests of all
Lenders. The Collateral Agent shall not be obligated to follow any such
written directions to the extent that it shall determine that such directions
are in conflict with any provision hereof or of any applicable law or
regulation or any Financing Document. Neither the Collateral Agent nor any
director, officer, employee or agent of the Collateral Agent shall be
responsible for or have any duty to ascertain, inquire into or verify (a) any
statement, warranty or representation made in connection with any of the
Financing Documents or any payment thereunder; (b) the performance or
observance of any of the covenants or agreements of the Company, any of its
Subsidiaries or any Lender under any of the Financing Documents; (c) the
validity, effectiveness or genuineness of the Financing Documents or any other
instrument or writing furnished in connection therewith; or (d) the existence,
genuineness or value of any of the Collateral or the validity, effectiveness,
perfection, priority or enforceability of the security interests in or liens
on any of the
Collateral.

17



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Indemnification of Collateral Agent; Defense of Claims.

Each Lender hereby agrees to indemnify the Collateral Agent and each of the
Collateral Agents directors, officers, affiliates, representatives, attorneys,
consultants and agents (as used in this Section 7.8 Collateral Agent means
all of the foregoing) against all loss, cost, liability and expense (to the
extent not paid by the Company and not arising out of or as a result of gross
negligence or willful misconduct on the part of the Collateral Agent),
including reasonable attorneys fees, resulting from any action taken or to be
taken by it as Collateral Agent on behalf of the Lenders within the scope of
its authority as provided in this Agreement or any of the Security Documents,
to the extent of such Lenders pro rata share (based upon its pro rata
percentage of the Total Funded Obligations) of any such loss, cost, liability
and expense. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD
HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE,
INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE
NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR
OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY
THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO
INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE
DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED
BY A COURT OF COMPETENT JURISDICTION.

The Collateral Agent shall notify each Lender as promptly as is reasonably
practicable of the written assertion of, or the commencement of, any claim,
suit, action or proceeding filed against the Collateral Agent arising out of,
or in connection with, the acceptance or administration of the duties imposed
upon the Collateral Agent hereunder or under any of the Financing Documents or
any action or omission taken or made within the scope of the rights or powers
conferred upon the Collateral Agent hereunder or under the Financing Documents
promptly after the Collateral Agent shall have received the written assertion
or have been served with the summons or other first legal process giving
information as to the nature and basis of the lawsuit. Each Lender shall be
entitled to participate in and assume, at its own expense, the defense of any
such claim, suit, action or proceeding, and such defense shall be conducted by
counsel chosen by such Lender and reasonably satisfactory to the Collateral
Agent, provided, however, that (i) if any Lender has not assumed the defense of
such claim, suit, action or proceeding, (ii) if the attorneys handling the
defense are not reasonably satisfactory to the Collateral Agent, or (iii) if
the defendants in any such action include both the Collateral Agent and the
Lenders and the Collateral Agent shall have been advised by its counsel that
there may be legal defenses available to it that are different from or
additional to those available to the Lenders, which in the reasonable opinion
of such counsel are sufficient to make it undesirable for the same counsel to
represent both the Lenders and the Collateral Agent, the Collateral Agent shall
have the right to employ its own counsel in all such instances described in
(i), (ii) or (iii) above, and shall be entitled to recover from any proceeds
received pursuant to Section 3.2 all reasonable fees of such counsel. If more
than one Lender gives notice of assumption of defense, the matter shall be
presented to all the Lenders and, unless the Collateral Agent receives notice
from the Required Lenders specifying the Lender that is to assume the defense,
the Collateral Agent shall proceed itself with the defense. Except as provided
above, the Collateral Agents right to recover its reasonable counsel fees from
proceeds received pursuant to Section 3.2 shall cease upon any Lenders
assumption of the defense of the claim, suit, action or proceeding. Each
Lender and the Collateral Agent is always entitled to defend itself at its own
expense. Neither the Lenders nor the Collateral Agent shall be bound by any
settlement entered into by the other parties without such partys consent.

Resignation or Removal of Collateral Agent.Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, the Collateral
Agent may resign at any time by giving notice thereof to each Lender. Upon
any such resignation, a successor Collateral Agent may be appointed by the
Required Lenders. If no successor Collateral Agent shall have been appointed
as aforesaid and shall have accepted such appointment within 30 days after the
retiring Collateral Agents

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giving of notice of resignation, then the retiring Collateral Agent may, on
behalf of the Lenders, appoint a successor Collateral Agent which shall be a
depository institution with capital and surplus greater than $250,000,000 and
which shall be qualified to perform its duties hereunder and under the
Security Documents.

If the Collateral Agent shall fail or refuse to perform or commence
performing any act set forth in written instructions delivered pursuant to, and
in accordance with the terms and conditions of, this Agreement (other than
where such nonperformance is beyond the control of the Collateral Agent or
where such performance would entail a violation of applicable law or conflict
with the provisions of this Agreement or any Financing Document), and such
failure continues for a period of 15 days from the date of receipt of said
written instructions, the Collateral Agent may be removed by the Lender(s)
directing the action which the Collateral Agent failed or refused to take.
Such Lender(s) shall also have the right to appoint a successor Collateral
Agent with the consent of the other Lenders (other than the Lender so removed
as Collateral Agent), and if no successor Collateral Agent shall have been so
appointed and shall have accepted such appointment within five Business Days
after removal, then the Lender(s) which directed the action which the
Collateral Agent failed or refused to take may, on behalf of the Lenders,
appoint a successor Collateral Agent which shall be a depository institution
with capital and surplus greater than $250,000,000 and which shall be qualified
to perform its duties hereunder and under the Security Documents.

Upon the acceptance of any appointment as Collateral Agent hereunder by a
successor Collateral Agent, such successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent, and the retiring Collateral Agent shall be
discharged from its duties and obligations hereunder, except to the extent
provided above for acts or omissions prior to the resignation or termination.
After any retiring Collateral Agents resignation or removal hereunder as
Collateral Agent, (a) the provisions of Sections 7.7 and 7.8 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Collateral Agent, (b) any Collateral held in
possession of the retiring Collateral Agent shall be delivered to the successor
Collateral Agent, and (c) the retiring Collateral Agent shall assign all of its
rights as secured party, mortgagee, assignee, deed of trust beneficiary or
other similar position with respect to all of the Collateral to the successor
Collateral Agent for the pro rata benefit of the Lenders.

Appointment of Co-Agents.At any time or times, in order to comply with any
legal requirement in any jurisdiction, the Collateral Agent may appoint
another bank or trust company or one or more other persons, either to act as
co-agent or co-agents, jointly with the Collateral Agent, or to act as
separate agent or agents on behalf of the Lenders with such power and
authority as may be necessary for the effectual operation of the provisions
hereof and may be specified in the instrument of appointment (which may, in
the discretion of the Collateral Agent, include provisions for the protection
of such co-agent or separate agent similar to the provisions of this Article
7).

Compensation of Collateral Agent; Expenses.Any successor Collateral Agent
appointed pursuant to Section 7.9 shall be compensated by the Company on a
scheduled basis which shall be approved by the Required Lenders. The Lenders
agree that such compensation paid to any successor Collateral Agent and all
reasonable out-of-pocket expenses incurred by the Collateral Agent or such
successor Collateral Agent on behalf of the Lenders incident to the exercise
or enforcement of any terms or provisions of the Security Documents shall be
indebtedness to the Collateral Agent or such successor Collateral Agent,
secured by the Collateral. Upon the request of the Collateral Agent or such
successor Collateral Agent, however, the Lenders will reimburse the Collateral
Agent or such successor Collateral Agent, to the extent not paid by the
Company, for any such expenses (but in no event any fees) in accordance with
each Lenders pro rata percentage of the Total Funded Obligations.

Release of Collateral.The Company may from time to time request the
Collateral Agent in writing, with copies thereof delivered simultaneously to
all Lenders, to release portions of the Collateral, if and to the extent such
Collateral is required to be released in connection with any sale of
Collateral that is

19



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permitted under each of the Credit Facilities. Promptly after the Collateral
Agent receives (a) such written request from the Company and (b) written
notice from the Required Lenders that the proposed disposition is permitted
under the terms of the applicable Credit Facility, the Collateral Agent shall
release such Collateral.

ESCROW AGENT

Establishment of Escrow Account. Collateral Agent will deliver the Escrow
Funds to Escrow Agent in immediately available funds. Upon receipt of the
Escrow Funds, the Escrow Agent shall place the Escrow Funds into an interest
bearing account (the Escrow Account) at Bank of America, N.A., which will be
opened and maintained by the Escrow Agent in accordance with the terms of this
Agreement, and the Escrow Agent shall be the only party authorized to make
disbursements from the Escrow Account. The Escrow Account shall not be
commingled with other assets owned or held by the Escrow Agent. The Escrow
Account shall be titled in Escrow Agents name.

Disbursement of Escrow Account. The Escrow Account shall be held and disbursed
by the Escrow Agent; provided, however, that the Escrow Agent shall not
disburse any Escrow Funds from the Escrow Account unless and until the Escrow
Agent has received written instruction, signed by the Collateral Agent, to do
so. Disbursements from the Escrow Account by the Escrow Agent hereunder may
be made by bank certified, cashiers or Escrow Agents trust account check or
by wire transfer.

Rights and Limitations upon Duties of Escrow Agent.
The Escrow Agent shall not be responsible for the identity, authority or rights
of any person, firm or corporation executing or delivering or purporting to
execute or deliver this Agreement or any document or instrument deposited
hereunder or any endorsement thereon or assignment thereof.
The Escrow Agent acts hereunder as a depository only and shall not be
responsible or liable in any manner whatsoever for the genuineness,
sufficiency, correctness, or validity of any agreement, document, certificate,
instrument, or item deposited with it or any notice, consent, approval,
direction, or instruction given to it, and the Escrow Agent shall be fully
protected, under Sections 3(c) and 3(e) below, for all acts taken in accordance
with any written instruction, final order or instrument given to it hereunder,
and reasonably believed by the Escrow Agent to be genuine and what it purports
to be.

It is understood and agreed that the duties of the Escrow Agent hereunder are
purely ministerial in nature and that the Escrow Agent shall not be liable for
any error of judgment, fact, or law, or any act done or omitted to be done,
except for its own willful misconduct or gross negligence or that of its
partners, employees, and agents. The Escrow Agents determination as to
whether an event or condition has occurred, or been met or satisfied, or as to
whether a provision of this Agreement has been complied with, or as to whether
sufficient evidence of the event or condition or compliance with the provision
has been furnished to it, shall not subject the Escrow Agent to any claim,
liability, or obligation whatsoever, even if it shall be found that such
determination was improper and incorrect; provided that the Escrow Agent and
its partners, employees, and agents shall not have been guilty of willful
misconduct or gross negligence in making such determination.
In the event any property held by the Escrow Agent hereunder shall be attached,
garnished or levied upon under any court order, or if the delivery of such
property shall be stayed or enjoined by any court order, or if any court order,
judgment or decree shall be made or entered affecting such property or
affecting any act by the Escrow Agent, the Escrow Agent may, in its sole
discretion, obey and comply with all writs, orders, judgments or decrees so
entered or issued, whether with or without jurisdiction, notwithstanding any
provision of this Agreement to the contrary. If the Escrow Agent obeys and
complies with any such writs, orders, judgments or decrees, it shall not be
liable to any of the parties hereto or to any other person, firm, corporation
or other entity, by reason of such compliance, notwithstanding that such writs,
orders, judgments or decrees may be subsequently reversed, modified, annulled,
set aside or vacated.

Lenders each jointly and severally agree to indemnify the Escrow Agent for, and
to hold it harmless against, any loss, liability, or expense (Costs) incurred
without gross negligence or willful misconduct

20



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on the part of the Escrow Agent, arising out of or in connection with its
entering into this Agreement and carrying out its duties hereunder, including
costs and expenses of defending itself against any claim of liability in
connection herewith or therewith other than in connection with a finding of
gross negligence or willful misconduct. The right to indemnification set forth
in the preceding sentence shall include the right to be paid by Lenders in
respect of Costs as they are incurred (including Costs incurred in connection
with defending itself against any claim of liability in connection herewith),
provided that upon a determination of gross negligence or willful misconduct,
the Escrow Agent will promptly reimburse the Lenders for any Costs previously
paid or advanced by the Lenders.

The Escrow Agent shall not be required to take any action under this Agreement
if the Escrow Agent shall reasonably determine, or shall have been advised by
counsel, that such action is likely to result in personal liability, or is
contrary to the terms hereof, or otherwise contrary to law.
If at any time the Escrow Agent shall receive conflicting notices, claims,
demands, or instructions with respect to the Escrow Account, or if for any
other reason it shall in good faith be unable to determine the party or parties
entitled to receive any of the Escrow Account, or any part thereof, the Escrow
Agent may refuse to make any distribution or payment and may retain the Escrow
Account in its possession until it shall have received instructions in writing
concurred in by all parties in interest, or until directed by a final order or
judgment of a court of competent jurisdiction from which no appeal is or can be
taken, whereupon the Escrow Agent shall make such disposition in accordance
with such instructions or such order. Alternatively, the Escrow Agent may
proceeds under Section 8.4.

The Escrow Agent may consult with, and obtain advice from, legal counsel in the
event of any dispute or question as to the construction of any of the
provisions hereof or its duties hereunder, and it shall incur no liability and
shall be fully protected and indemnified under Sections 3(c) and 3(e) above for
all acts taken, in the absence of gross negligence or willful misconduct, in
accordance with the opinion and instructions of such counsel, and the costs of
such counsel shall be subject to reimbursement under Section 3(e) above.
The Escrow Agent may resign at any time upon giving the other parties hereto
thirty (30) days notice to that effect. In that event the successor escrow
agent shall be such person, firm, corporation or other entity as Lenders shall
mutually select. It is understood and agreed that the Escrow Agents
resignation shall not be effective until a successor escrow agent agrees to act
hereunder; provided, however, that in the event no successor escrow agent is
appointed and acting hereunder within thirty (30) days of such notice, the
Escrow Agent may pay and deliver the Escrow Account into a court of competent
jurisdiction; and provided, further, that the Escrow Agent may appoint a
successor escrow agent hereunder at any time so long as such successor shall
accept and agree to be bound by the terms of this Agreement (except that any
such successor escrow agent shall be entitled to customary fees payable as
provided herein) and shall be a bank or trust company insured by the Federal
Deposit Insurance Corporation and shall be reasonably acceptable to the
Required Lenders.

No person, firm, corporation or other entity will be recognized by the Escrow
Agent as a successor or assignee of Lenders until there shall be presented to
the Escrow Agent evidence satisfactory to it of such succession or assignment.

Interpleader Action. In the event of any disagreement between the Lenders
about the interpretation of this Agreement, or about the rights and
obligations or the propriety of any action contemplated by the Escrow Agent
hereunder or upon the resignation of the Escrow Agent and the failure of the
parties hereto to timely engage a successor, the Escrow Agent may, at its sole
but reasonable discretion, file an action or bill in interpleader in any court
of competent jurisdiction to determine the rights of the parties hereto and
deposit the balance of the Escrow Account with such court. The Escrow Agent
shall be indemnified by the parties hereto, jointly and severally, for all
costs, including reasonable attorneys fees, in connection with the aforesaid
interpleader action.

Term.

If at any time the Escrow Agent shall receive a joint written notice signed by
or on behalf of the Lenders that this escrow arrangement has been terminated
and instructing the Escrow Agent with respect to the disposition of the Escrow
Account, the Escrow Agent shall disburse the Escrow Account in accordance

21



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with the instructions contained in such notice, and upon such disbursement this
escrow arrangement shall be deemed terminated, and the Escrow Agent shall be
released and discharged from all further obligations hereunder.
Section 8.3(e) hereof shall survive termination of this Agreement.

ENFORCEMENT OF REMEDIES

Waivers of Rights.Except as otherwise expressly set forth herein, so long as
the Obligations remain unpaid, the Lenders hereby agree to refrain from
exercising any and all rights each may individually (i.e., other than through
the Collateral Agent) now or hereafter have to exercise any right pursuant to
the Security Documents, the Uniform Commercial Code as in effect in any
applicable jurisdiction, or under similar provisions of the laws of any
jurisdiction or otherwise dispose of or retain any of the Collateral other
than with respect to the Cash Collateralized Letters of Credit. The Lenders
hereby agree not to take any action whatsoever to enforce any term or
provision of the Security Documents or to enforce any right with respect to
the Collateral, in conflict with this Agreement or the terms and provisions of
the Security Documents.

Permitted Action by the Lenders.Any Lender may (but in no event shall be
required to), without instruction from the Collateral Agent, take action
permitted by applicable law or in accordance with the terms of the Security
Documents and this Agreement to preserve their rights and Liens in any item of
Collateral securing the payment and performance of the Obligations, including
but not limited to curing any default or alleged default under any contract
entered into by the Company or any of its Subsidiaries, paying any tax, fee or
expense on behalf of the Company or any of its Subsidiaries, exercising any
offset or recoupment rights and paying insurance premiums on behalf of the
Company or any of its Subsidiaries so long as such action shall not impair the
rights of the Collateral Agent or of any other Lender.

Right to Instruct Collateral Agent.Upon an Event of Default, Acceleration or
Bankruptcy Event, the Required Lenders may instruct the Collateral Agent to
liquidate the Collateral in the manner described in the Security Documents.

SUCCESSORS AND ASSIGNS; JOINDER BY BANK

Assignees.No provision of this Agreement shall restrict in any manner the
assignment, participation or other transfer by any Lender of all or any part
of its right, title or interest under any Credit Facility; provided that,
unless the transferee becomes a Lender for purposes hereof in accordance with
Section 9.2 the transferor Lender shall remain responsible for performance of
this Agreement with respect to the interest transferred, all as more fully set
forth herein, and the Collateral Agent shall have no responsibilities to and
need not acknowledge the interests of such transferee.

Additional Lenders.In connection with an assignment of all, or of a
proportionate part of all, of its right, title and interest under any Credit
Facility to any bank, insurance company, other financial institution or other
Person (the Purchaser), all in accordance with the applicable provisions of
the relevant Credit Facility, such Purchaser shall become a Lender hereunder
only upon (i) the written agreement of such transferor Lender and such
Purchaser and (ii) the receipt by the Collateral Agent of a Supplement to
lntercreditor and Collateral Agency Agreement substantially in the form of
Exhibit A hereto executed and delivered by such Purchaser.

MISCELLANEOUS

No Partnership or Joint Venture.Nothing contained in this Agreement, and no
action taken by the Collateral Agent, the Escrow Agent or the Lenders (or any
of them) pursuant hereto, is intended to constitute or shall be deemed to
constitute the Lenders a partnership, association, joint venture or other
entity.

Notices.Unless otherwise specified herein, all notices, requests and other
communications to any party hereunder shall be in writing (including overnight
delivery service, bank wire, telex, facsimile copy or similar writing) and
shall be given to such party at its address or telex or facsimile number
specified

22



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##### 



pursuant to the Credit Facilities, on the signature pages or schedules hereof,
or such other address or telex or facsimile number as such party may hereafter
specify for the purpose by notice to the Collateral Agent. All such notices
and other communications shall, when delivered by overnight delivery service,
telegraphed, telexed, transmitted or cabled, be effective when delivered to
the overnight delivery service or the telegraph company, confirmed by telex,
answerback, transmitted by telecopier or delivered to the cable company,
respectively.

Amendments and Waivers.Any provision of this Agreement may be amended or
waived if, and only if, such amendment or waiver is in writing and signed by
each of the Lenders (and, if the rights or duties of a Collateral Agent or
Escrow Agent are affected thereby, by such Collateral Agent or Escrow Agent).

Payments.All payments hereunder shall be made in Dollars in immediately
available funds. All payments to the Collateral Agent shall be made to it at
such office or account as it may specify for the purpose by notice to the
Lenders. All payments to any Lender shall be made to it, to the extent
practicable, in accordance with the provisions of the relevant Credit
Facility.

Counterparts; Effectiveness.This Agreement may be signed in any number of
counterparts (including those transmitted by facsimile), each of which shall
be an original, and all of which taken together shall constitute a single
agreement, with the same effect as if the signatures thereto and hereto were
upon the same instrument. Delivery of this Agreement may be made by telecopy
of a duly executed counterpart hereof. This Agreement shall become effective
when the Collateral Agent and Escrow Agent shall have received counterparts
hereof executed by each of the parties listed on the signature pages hereof.

Benefits.This Agreement is solely for the benefit of and shall be binding
upon the Lenders, the Collateral Agent and the Escrow Agent and their
successors or assigns except Assignees, and neither the Company nor any
other party shall have any right, benefit, priority or interest under or by
reason of this Agreement.

Term.This Agreement shall remain in effect until all the Obligations are
paid in full and no Lender shall have any commitment to lend or otherwise
extend credit under any of the Credit Facilities.

GOVERNING LAW.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 TEXAS, EXCEPT THAT THE RIGHTS, DUTIES AND OBLIGATIONS OF THE COLLATERAL
AGENT HEREUNDER AS AN AGENT FOR THE LENDERS SHALL INITIALLY BE GOVERNED BY THE
LAW OF THE STATE OF TEXAS AND THEREAFTER, WITH RESPECT TO ANY SUCCESSOR
COLLATERAL AGENT, BY THE LAW OF THE STATE IN WHICH SUCH SUCCESSOR COLLATERAL
AGENT HAS ITS PRINCIPAL PLACE OF BUSINESS.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

23



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##### 



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date first above set forth.

COLLATERAL AGENT:
BANK OF AMERICA, N.A.

By: /s/ John K. Barrett
      Name: John K. Barrett
      Title: Managing Director

ESCROW AGENT:
BANK OF AMERICA, N.A.

By: /s/ John K. Barrett
      Name: John K. Barrett
      Title: Managing Director

BANKS:
BANK OF AMERICA, N.A., Individually, and as the Bank Agent and an Issuing Bank

By: /s/ John K. Barrett
      Name: John K. Barrett
      Title: Managing Director

24



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##### 



COMMERCE BANK, N.A.

By: /s/ Martin Nay
      Name: Martin Nay
      Title: Vice President

25



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##### 



U.S. BANK NATIONAL ASSOCIATION, Individually and as an Issuing Bank

By: /s/ Barry P. Sullivan
      Name: Barry P. Sullivan
      Title: Vice President

26



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##### 



NOTEHOLDERS:

MASSACHUSETTS MUTUAL LIFE
    INSURANCE COMPANY
    By: David L. Babson & Company Inc., as
    Investment Adviser

By: /s/ Emeka O. Onukwugha
Name: Emeka O. Onukwugha
Title: Managing Director

BUSINESS MENS ASSURANCE COMPANY OFAMERICA

By: /s/ Robert N. Sawyer
Name: Robert N. Sawyer
Title: Senior Vice President

METROPOLITAN LIFE INSURANCE COMPANY

By: /s/ Timothy L. Powell
Name: Timothy L. Powell
Title: Director

ALLSTATE LIFE INSURANCE COMPANY

By: /s/ Rhonda L. Hopps
Name: Rhonda L. Hopps

By: /s/ Jerry D. Zinkula
Name: Jerry D. Zinkula

Authorized Signatories

27



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##### 



|                                                                         |  |                                                                                               
|------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------
|PRINCIPAL LIFE INSURANCE COMPANY, an
    Iowa corporation               
|                                                                         |  |                                                                                               
|By:                                                                      |  | Principal Global Investors, LLC
a Delaware limited liability company,
its authorized signatory
|                                                                         |  |                                                                                               
|                                                                         |  | By: /s/ L.S. Valentine
Its: Counsel                                                           
|                                                                         |  |                                                                                               
|                                                                         |  | By: /s/ Stephen G. Skrivanek
Its: Counsel                                                     
|                                                                         |  |                                                                                               
|CGU LIFE INSURANCE COMPANY OF
    AMERICA, a Delaware corporation       
|                                                                         |  |                                                                                               
|By:                                                                      |  | Principal Global Investors, LLC, a
Delaware limited liability company, its
attorney in fact   
|                                                                         |  |                                                                                               
|                                                                         |  | By: /s/ L.S. Valentine
Its: Counsel                                                           
|                                                                         |  |                                                                                               
|                                                                         |  | By: /s/ Stephen G. Skrivanek
Its: Counsel                                                     
|                                                                         |  |                                                                                               
|JOHN HANCOCK LIFE INSURANCE
    COMPANY                                 
|                                                                         |  |                                                                                               
|By: /s/ Michael L. Short
Name: Michael L. Short
Title: Managing Director
|                                                                         |  |                                                                                               
|JOHN HANCOCK VARIABLE LIFE
    INSURANCE COMPANY                        
|                                                                         |  |                                                                                               
|By: /s/ Michael L. Short
Name: Michael L. Short
Title: Managing Director

28



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##### 



|                                                                                                |  | 
|----------------------------------------------------------------------------------------------- |  | 
|NATIONWIDE LIFE INSURANCE
    COMPANY OF AMERICA                                                |  | 
|                                                                                                |  | 
|By: /s/ Joseph P. Young
Name: Joseph P. Young
Title: Credit Officer
    Fixed Income Securities |  | 
|                                                                                                |  | 
|NATIONWIDE LIFE AND ANNUITY
    INSURANCE COMPANY OF AMERICA                                    |  | 
|                                                                                                |  | 
|By: /s/ Joseph P. Young
Name: Joseph P. Young
Title: Credit Officer
    Fixed Income Securities |  | 
|                                                                                                |  | 
|NATIONWIDE INDEMNITY COMPANY                                                                    |  | 
|                                                                                                |  | 
|By: /s/ Joseph P. Young
Name: Joseph P. Young
Title: Credit Officer
    Fixed Income Securities |  | 
|                                                                                                |  | 
|NATIONWIDE MUTUAL FIRE INSURANCE
    COMPANY                                                    |  | 
|                                                                                                |  | 
|By: /s/ Joseph P. Young
Name: Joseph P. Young
Title: Credit Officer
    Fixed Income Securities |  | 

29



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##### 



|                                      |                                                       | 
|------------------------------------- | ----------------------------------------------------- | 
|CONSENTED TO AS OF February 28, 2003:
|                                      |                                                       | 
|BUTLER MANUFACTURING COMPANY         
|                                      |                                                       | 
|By: /s/ Larry C. Miller               |                                                      
|                                      | Name: Larry C. Miller
Title: Vice President  Finance | 
|                                      |                                                       | 
|ACKNOWLEDGED AND AGREED:             
|                                      |                                                       | 
|BMC REAL ESTATE, INC                 
|                                      |                                                       | 
|By: /s/ Larry C. Miller               |                                                      
|                                      | Name: Larry C. Miller
Title: Vice President  Finance | 
|                                      |                                                       | 
|BUCON, INC                           
|                                      |                                                       | 
|By: /s/ Larry C. Miller               |                                                      
|                                      | Name: Larry C. Miller
Title: Vice President  Finance | 
|                                      |                                                       | 
|BUTLER HOLDINGS, INC                 
|                                      |                                                       | 
|By: /s/ Larry C. Miller               |                                                      
|                                      | Name: Larry C. Miller
Title: Vice President  Finance | 
|                                      |                                                       | 
|BUTLER REAL ESTATE, INC              
|                                      |                                                       | 
|By: /s/ Larry C. Miller               |                                                      
|                                      | Name: Larry C. Miller
Title: Vice President  Finance | 

30



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##### 



|                              |                                                       | 
|----------------------------- | ----------------------------------------------------- | 
|LESTER BUILDINGS, INC        
|                              |                                                       | 
|By: /s/ Larry C. Miller       |                                                      
|                              | Name: Larry C. Miller
Title: Vice President  Finance | 
|                              |                                                       | 
|BUTLER PACIFIC, INC           |                                                       | 
|                              |                                                       | 
|By: /s/ Larry C. Miller       |                                                      
|                              | Name: Larry C. Miller
Title: Vice President  Finance | 
|                              |                                                       | 
|MODULINE WINDOWS, INC        
|                              |                                                       | 
|By: /s/ Larry C. Miller       |                                                      
|                              | Name: Larry C. Miller
Title: Vice President  Finance | 
|                              |                                                       | 
|LIBERTY BUILDING SYSTEMS, INC
|                              |                                                       | 
|By: /s/ Larry C. Miller       |                                                      
|                              | Name: Larry C. Miller
Title: Vice President  Finance | 

31



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##### 



Exhibit A

SUPPLEMENT TO INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

(SUCCESSOR LENDERS)

[Date]

| |     |  |                                                                                                                                                                                                                                                                                                                         
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Re: |  | Intercreditor and Collateral Agency Agreement dated as of
     , 2003, made by and among the Lenders and Bank of America,
N.A., as Collateral Agent for itself and the other Lenders (the
"Agreement); capitalized terms used herein and not otherwise
defined herein shall have the meaning provided in the Agreement.

Ladies and Gentlemen:

We acknowledge that we have received a copy of the Agreement and we refer
to Section 9.2 thereof.

Upon your receipt of this Supplement, we (a) shall have all the rights
anti benefits of a Lender under the Agreement as if we were an original
signatory thereto, and (b) agree to be bound by the terms and conditions set
forth in the Agreement and to be obligated thereunder as if we were an original
signatory thereto.

[We hereby advise you that we have acquired from [ ], the previous holder,
$[ ] principal amount of the [ ] Notes outstanding under the [1994] [1998]
[2001] Note Purchase Agreement and have assumed the obligations of such
previous Noteholder thereunder.]

[We hereby advise you that we have succeeded to [[ ]% of] the
interest of [the Bank or applicable Assignee] under the Credit Agreement and
have assumed the obligations of [the Bank or applicable Assignee] thereunder.]

We hereby advise you of the following administrative details:



| |                               
| | ------------------------------
| | Address:
Facsimile:
Telephone:

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly
executed by its proper officer thereunto duly authorized.

[NEW LENDER]

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

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SCHEDULE A

Security Documents

1.     Security Agreement dated as of February 28, 2003 among the Company, the
Guarantors and the Collateral Agent.

2.     UCC Financing Statements filed in the jurisdiction of incorporation of the
Company and the Guarantors.

33