Exhibit 4.1

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

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


                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                                  by and among


                            VALMONT INDUSTRIES, INC.,

                     THE SUBSIDIARY BORROWERS PARTY HERETO,

                            THE LENDERS PARTY HERETO,

                                       and

                              THE BANK OF NEW YORK,
                      AS ISSUING BANK, AS SWING LINE LENDER
                                       and
                            AS ADMINISTRATIVE AGENT,


              COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                   "RABOBANK INTERNATIONAL," NEW YORK BRANCH,
                              AS SYNDICATION AGENT

                                       and

           WACHOVIA BANK, N.A. and LASALLE BANK NATIONAL ASSOCIATION,
                           AS CO-DOCUMENTATION AGENTS

                                      with

                           BNY CAPITAL MARKETS, INC.,
                                AS LEAD ARRANGER


                           Dated as of August 21, 2001



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

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


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page


1.  DEFINITIONS AND PRINCIPLES OF CONSTRUCTION................................1
    1.1.     Definitions......................................................1
    1.2.     Principles of Construction......................................29

2.  AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT..........................30
    2.1.     Revolving Credit Loans..........................................30
    2.2.     Swing Line Loans................................................30
    2.3.     Procedure for Borrowing.........................................32
    2.4.     Bid Procedure...................................................35
    2.5.     Termination or Reduction of Commitments.........................38
    2.6.     Prepayments.....................................................38
    2.7.     Use of Proceeds.................................................39
    2.8.     Letter of Credit Sub-Facility...................................40
    2.9.     Letter of Credit Participation and Funding Commitments..........41
    2.10.    Absolute Obligation With Respect to Letter of Credit Payments...42
    2.11.    Payments........................................................43
    2.12.    Addition and Removal of Subsidiary Borrowers; Addition of
             Non-Core Currencies.............................................44
    2.13.    Records.........................................................45

3.  INTEREST, FEES, CONVERSIONS AND YIELD PROTECTIONS........................46
    3.1.     Interest Rates and Payment Dates................................46
    3.2.     Fees............................................................47
    3.3.     Conversions; Concerning Interest Periods........................48
    3.4.     Indemnification for Loss........................................50
    3.5.     Capital Adequacy................................................50
    3.6.     Reimbursement for Increased Costs...............................51
    3.7.     Illegality of Funding...........................................51
    3.8.     Substituted Interest Rate.......................................52
    3.9.     Taxes...........................................................53
    3.10.    Option to Fund..................................................55
    3.11.    Changes of Lending Offices......................................56
    3.12.    Replacement of Lenders..........................................57

4.  REPRESENTATIONS AND WARRANTIES...........................................57
    4.1.     Subsidiaries; Capitalization....................................57
    4.2.     Existence and Power.............................................58
    4.3.     Authority and Execution.........................................58
    4.4.     Binding Agreement...............................................58
    4.5.     Litigation......................................................59
    4.6.     Required Consents...............................................59
    4.7.     Absence of Defaults; No Conflicting Agreements..................59
    4.8.     Compliance with Applicable Laws.................................60
    4.9.     Taxes...........................................................60
    4.10.    Governmental Regulations........................................60
    4.11.    Federal Reserve Regulations; Use of Loan Proceeds...............60
    4.12.    Plans...........................................................61
    4.13.    Financial Statements............................................61
    4.14.    Property........................................................62
    4.15.    Authorizations..................................................62
    4.16.    Environmental Matters...........................................62
    4.17.    Absence of Certain Restrictions.................................63
    4.18.    No Misrepresentation............................................63

5.  CONDITIONS OF LENDING - THE FIRST BORROWING DATE.........................63
    5.1.     Evidence of Action..............................................64
    5.2.     Opinions of Counsel.............................................64
    5.3.     Opinion of Special Counsel......................................64
    5.4.     Subsidiary Guaranty.............................................64
    5.5.     Fees and Expenses...............................................64
    5.6.     Existing Indebtedness...........................................65

6.  CONDITIONS OF LENDING - EACH BORROWING DATE..............................65
    6.1.     Compliance......................................................65
    6.2.     Borrowing Request; Letter of Credit Request; Bid Request........65
    6.3.     Loan Closings...................................................65
    6.4.     Other Documents.................................................66

7.  AFFIRMATIVE COVENANTS....................................................66
    7.1.     Financial Statements and Information............................66
    7.2.     Certificates; Other Information.................................67
    7.3.     Legal Existence.................................................69
    7.4.     Taxes...........................................................69
    7.5.     Insurance.......................................................69
    7.6.     Performance of Obligations......................................69
    7.7.     Condition of Property...........................................70
    7.8.     Observance of Legal Requirements................................70
    7.9.     Inspection of Property; Books and Records; Discussions..........70
    7.10.    Authorizations..................................................70
    7.11.    Financial Covenants.............................................70
    7.12.    Subsidiaries....................................................71

8.  NEGATIVE COVENANTS.......................................................71
    8.1.     Indebtedness....................................................71
    8.2.     Liens...........................................................72
    8.3.     Mergers and Consolidations......................................73
    8.4.     Acquisitions....................................................74
    8.5.     Dispositions....................................................75
    8.6.     Investments.....................................................76
    8.7.     Restricted Payments.............................................77
    8.8.     Business Changes................................................77
    8.9.     Amendments, Etc.................................................77
    8.10.    Transactions with Affiliates....................................78
    8.11.    Limitation on Upstream Payments by Subsidiaries.................78
    8.12.    Prepayments of Indebtedness.....................................78
    8.13.    Limitation on Negative Pledges..................................78
    8.14.    Limitation on Synthetic Leases..................................78
    8.15.    Limitation on Securitization Transactions.......................79

9.  DEFAULT..................................................................79
    9.1.     Events of Default...............................................79
    9.2.     Contract Remedies...............................................82

10. THE ADMINISTRATIVE AGENT.................................................83
    10.1.    Appointment.....................................................83
    10.2.    Delegation of Duties............................................83
    10.3.    Exculpatory Provisions..........................................83
    10.4.    Reliance by Administrative Agent................................84
    10.5.    Notice of Default...............................................85
    10.6.    Non-Reliance on Administrative Agent and Other Lenders..........85
    10.7.    Indemnification.................................................86
    10.8.    Administrative Agent in Its Individual Capacity.................87
    10.9.    Successor Administrative Agent..................................87

11. OTHER PROVISIONS.........................................................88
    11.1.    Amendments and Waivers..........................................88
    11.2.    Notices.........................................................89
    11.3.    No Waiver; Cumulative Remedies..................................90
    11.4.    Survival of Representations and Warranties and Certain
             Obligations.....................................................90
    11.5.    Expenses........................................................90
    11.6.    Assignments and Participations..................................91
    11.7.    Indemnity.......................................................93
    11.8.    Limitation of Liability.........................................94
    11.9.    Counterparts....................................................94
    11.10.   Adjustments; Set-off............................................94
    11.11.   Construction....................................................95
    11.12.   Governing Law...................................................96
    11.13.   Judgment Currency...............................................96
    11.14.   International Banking Facilities................................96
    11.15.   Headings Descriptive............................................97
    11.16.   Severability....................................................97
    11.17.   Integration.....................................................97
    11.18.   Consent to Jurisdiction.........................................97
    11.19.   Service of Process..............................................98
    11.20.   No Limitation on Service or Suit................................98
    11.21.   WAIVER OF TRIAL BY JURY.........................................98
    11.22.   Parent Borrower as Agent for Subsidiary Borrowers...............98
    11.23.   Treatment of Certain Information................................99
    11.24.   Parent Borrower Guaranty........................................99

    EXHIBITS

    Exhibit A       List of Revolving Credit Commitment Amounts
    Exhibit B-1     Form of Borrower Addendum
    Exhibit B-2     Form of Currency Addendum
    Exhibit C-1     Form of Borrowing Request
    Exhibit C-2     Form of Letter of Credit Request
    Exhibit D       Form of Notice of Conversion
    Exhibit E       Form of Compliance Certificate
    Exhibit F-1     Form of Opinion of Counsel to the Parent Borrower and
                    its Subsidiaries
    Exhibit F-2     Form of Opinion of Corporate Counsel of the Parent Borrower
                    and its Subsidiaries
    Exhibit G       Form of Opinion of Special Counsel
    Exhibit H       Form of Assignment and Acceptance Agreement
    Exhibit I       Form of Bid Request
    Exhibit J       Form of Invitation to Bid
    Exhibit K       Form of Bid
    Exhibit L       Form of Bid Accept/Reject Letter
    Exhibit M       List of Administrative Agent's Address for Notices and Agent
                    Payment Offices
    Exhibit N       List of Lenders', Issuing Bank's and Swing Line Lender's
                    Addresses for Notices
    Exhibit O       List of Borrowers' Addresses for Notices
    Exhibit P       List of Borrowers' Payment Accounts
    Exhibit Q-1     Form of Revolving Credit Note
    Exhibit Q-2     Form of Bid Note
    Exhibit Q-3     Form of Swing Line Note
    Exhibit R       Form of Subsidiary Guaranty

    SCHEDULES

    Schedule 4.1    List of Subsidiaries; Capitalization
    Schedule 4.5    List of Litigation
    Schedule 8.1    List of Existing Indebtedness
    Schedule 8.2    List of Existing Liens
    Schedule 8.6    List of Existing Investments






<PAGE>


         AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 21, 2001, by
and among VALMONT INDUSTRIES, INC., a Delaware corporation (the "Parent
Borrower"), the Qualified Subsidiaries of the Parent Borrower party hereto or
which from time to time become party hereto (each a "Subsidiary Borrower" and,
collectively, the "Subsidiary Borrowers"), the lenders party hereto (each a
"Lender" and, collectively, the "Lenders"), COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL," NEW YORK BRANCH, as
Syndication Agent, WACHOVIA BANK, N.A. and LASALLE BANK NATIONAL ASSOCIATION, as
Co-Documentation Agents, and THE BANK OF NEW YORK ("BNY"), as issuing bank (in
such capacity, the "Issuing Bank"), as swing line lender (in such capacity, the
"Swing Line Lender"), and as administrative agent for the Lenders, the Issuing
Bank and the Swing Line Lender (in such capacity, the "Administrative Agent").

RECITALS:

                  (1) The Parent Borrower, the lenders signatory thereto (the
"Original Lenders"), the Issuing Bank, the Swing Line Lender and the
Administrative Agent entered into a Credit Agreement, dated as of October 7,
1997 and amended as of April 15, 1998, July 24, 1998, February 5, 1999, May 24,
2000 and February 9, 2001 (as heretofore amended, modified and supplemented, the
"Original Credit Agreement").

                  (2) Pursuant to the Original Credit Agreement, the Original
Lenders extended credit to the Parent Borrower for the purposes therein
specified.

                  (3) The Borrowers, the Lenders, the Issuing Bank, the Swing
Line Lender and the Administrative Agent wish to amend and restate the Original
Credit Agreement to make certain changes in the terms of the Original Credit
Agreement.

                  (4) The parties hereto agree that effective on the Effective
Date, the Original Credit Agreement is amended and restated in its entirety in
the form of this Agreement.

                  NOW, THEREFORE, in consideration of the foregoing agreements
and for other good and valuable consideration whose receipt and sufficiency are
acknowledged, the Borrower, the Lenders, the Issuing Bank, the Swing Line Lender
and the Administrative Agent agree to the following terms:

1.       DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

1.1.     Definitions

                  As used in this Agreement, terms defined in the preamble have
the meanings therein indicated, and the following terms have the following
meanings:

                  "ABR Advances": the Revolving Credit Loans (or any portions
thereof), at such time as they (or such portions) are made and/or being
maintained at a rate of interest based upon the Alternate Base Rate.

                  "Accountants": Deloitte & Touche LLP (or any successor
thereto), or such other firm of certified public accountants of recognized
national standing selected by the Parent Borrower.

                  "Accumulated Funding Deficiency": as defined in Section 302 of
ERISA.

                  "Acquisition": with respect to any Person, the purchase or
other acquisition by such Person, by any means whatsoever (including through a
merger, dividend, or otherwise and whether in a single transaction or in a
series of related transactions), of (i) any Capital Stock of any other Person
if, immediately thereafter, such other Person would be either a Subsidiary of
such Person or otherwise under the control of such Person, (ii) any business,
going concern, or divisions or segment of any other Person, or (iii) any
Property of any other Person other than in the ordinary course of business,
provided, however, that no acquisition of all or substantially all of the assets
of such other Person shall be deemed to be in the ordinary course of business.

                  "Active Subsidiary Borrower": at any time, any Subsidiary
Borrower other than an Inactive Subsidiary Borrower.

                  "Advance": an ABR Advance, a Eurodollar Advance, or a Core
Currency Euro Advance, as the case may be.

                  "Affected Advance": as defined in Section 3.8.

                  "Agent Payment Office": (i) with respect to all amounts owing
under the Loan Documents (other than in respect of Alternate Currency Loans),
initially, the office, branch, affiliate, or correspondent bank of the
Administrative Agent designated as its "Domestic Payment Office" in Exhibit M
and, thereafter, such other office, branch, affiliate, or correspondent bank
thereof as it may from time to time designate in writing as such to the Parent
Borrower, the Issuing Bank, the Swing Line Lender and each Lender, and (ii) with
respect to all amounts owing in respect of each Alternate Currency Loan,
initially, the office, branch, affiliate, or correspondent bank of the
Administrative Agent designated as its payment office for the applicable
Alternate Currency in Exhibit M and, thereafter, such other office, branch,
affiliate, or correspondent bank thereof as it may from time to time designate
in writing as such to the Parent Borrower, the Issuing Bank, the Swing Line
Lender and each Lender.

                  "Affiliate": as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, control of a Person
shall mean the power, direct or indirect, to direct or cause the direction of
the management and policies of such Person, whether by contract or otherwise.

                  "Aggregate Credit Exposure": at any time, the sum at such time
of (i) the outstanding principal amount of the Revolving Credit Loans and Bid
Loans of all Lenders (determined, in the case of each Alternate Currency Loan,
on the basis of the Dollar Equivalent thereof), plus (ii) the outstanding
principal amount of the Swing Line Loans, plus (iii) an amount equal to the
Letter of Credit Exposure of all Lenders.

                  "Aggregate  Revolving Credit Commitment Amount": at any time,
the sum at such time of the Revolving Credit Commitment Amounts of all Lenders.

                  "Agreement": this Credit Agreement, as the same may be
amended, supplemented, or otherwise modified from time to time.

                  "Aircraft  Synthetic Lease":  the Synthetic Lease by and
between the Borrower and Wells Fargo Bank Utah (as successor in interest to
First Security Bank, National Association), relating to a 1998 Astra SPX
aircraft.

                  "Alternate Base Rate": on any date, a rate of interest per
annum equal to the higher of (i) the Federal Funds Rate in effect on such date
plus 1/2 of 1% and (ii) the BNY Rate in effect on such date.

                  "Alternate Currency": any Currency (other than Dollars).

                  "Alternate Currency Bid Loan": each Bid Loan denominated in an
Alternate Currency.

                  "Alternate Currency Equivalent": on any date of determination
thereof, the amount, as determined by the Administrative Agent, of the relevant
Alternate Currency which could be purchased with the amount of Dollars involved
in such computation at the spot rate at which such Alternate Currency may be
exchanged into Dollars as set forth on such date on Dow Jones Telerate pages
262, 264, 265, 266 or 9993 (or any successor pages) or, if such rate does not
appear on such pages, at the arithmetic mean of the respective spot exchange
rates therefor notified to the Administrative Agent by BNY as of 11:00 a.m.
(London time) on such date for delivery, (i) in the case of an exchange of
Canadian Dollars into Dollars, one Core Currency Business Day later, and (ii) in
all other cases, two Core Currency Business Days later.

                  "Alternate Currency Loan": an Alternate Currency Revolving
Credit Loan or an Alternate  Currency Bid Loan, as the case may be.

                  "Alternate Currency Revolving Credit Loan": each Revolving
Credit Loan denominated in Alternate Currency.

                  "Applicable Margin": (i) Subject to clause (ii) of this
definition, (a) with respect to the Eurodollar Advances, Core Currency Euro
Advances, and the Standby Letter of Credit Commissions, at all times during
which the applicable Pricing Level set forth below is in effect, the percentage
set forth below under the heading "Applicable Eurodollar, Core Currency Euro and
Standby LC Margin" and adjacent to such Pricing Level, (b) with respect to the
Trade Letter of Credit Commissions, at all times during which the applicable
Pricing Level set forth below is in effect, the percentage set forth below under
the heading " Trade LC Margin" and adjacent to such Pricing Level and (c) with
respect to the Facility Fee, at all times during which the applicable Pricing
Level set forth below is in effect, the percentage set forth below under the
heading "Applicable Fee" and adjacent to such Pricing Level:

                          Applicable Eurodollar,
                          Core Currency Euro          Trade LC     Applicable
   Pricing Level          and Standby LC Margin        Margin      Fee
   -------------          ---------------------         ------     ---
   Pricing Level I              0.5000%                0.1500%     0.1250%
   Pricing Level II             0.6000%                0.1800%     0.1500%
   Pricing Level III            0.6875%                0.2000%     0.1875%
   Pricing Level IV             0.7500%                0.2500%     0.2500%
   Pricing Level V              0.9500%                0.3000%     0.3000%


                  (ii) Changes in the Applicable Margin resulting from a change
in a Pricing Level shall be based upon the Compliance Certificate most recently
delivered pursuant to Section 7.1(a) and shall become effective on the date such
Compliance Certificate is delivered to the Administrative Agent and the Lenders.
Notwithstanding anything to the contrary contained in this definition, (a) if,
at any time and from time to time, the Parent Borrower shall be in Default of
its obligations under Section 7.1(a), Pricing Level V shall apply until such
Default is cured, and (b) during the period commencing on the Effective Date and
ending on the date of delivery thereafter of the first Compliance Certificate
pursuant to Section 7.1(a), the Pricing Level shall be based upon the Leverage
Ratio set forth in the Compliance Certificate most recently delivered pursuant
to Section 7.1(a) of the Original Credit Agreement.

                  "Approved Bank": any bank whose (or whose parent company's)
unsecured non-credit supported short-term commercial paper rating from (i)
Standard & Poor's is at least A-1, or the equivalent thereof, or (ii) Moody's is
at least P-1, or the equivalent thereof.

                  "Assignment": as defined in Section 11.6(b).

                  "Assignment and Acceptance Agreement": an assignment and
acceptance agreement executed by an assignor and an assignee, substantially in
the form of Exhibit H.

                  "Attributed Principal Amount" means, on any day, with respect
to any Securitization Transaction entered into by a Receivables Seller, the
aggregate amount (with respect to any such transaction, the "Invested Amount")
paid to the Receivables Seller by the Eligible Special Purpose Entity as of such
date under such Securitization Transaction, minus the aggregate amount received
by the Eligible Special Purpose Entity and applied to the reduction of the
Invested Amount under such Securitization Transaction.

                  "Australian Dollars": freely transferable lawful money of
Australia.

                  "Bid": an offer by a Lender to make a Bid Loan, substantially
in the form of Exhibit K.

                  "Bid Accept/Reject Letter": a notification given by a Borrower
or, if such Borrower is a Subsidiary Borrower, the Parent Borrower, on behalf of
such Borrower, pursuant to Section 2.4(d), substantially in the form of Exhibit
L.

                  "Bid Interest Period": as to any Bid Loan, the period
commencing on the Borrowing Date with respect to such Bid Loan and ending on the
date requested in the Bid Request with respect to such Bid Loan, which date
shall be neither earlier than seven days, nor later than 180 days, after such
Borrowing Date; provided, however, that (i) if any Bid Interest Period would
otherwise end on a day which is not a Business Day, such Bid Interest Period
shall be extended to the next succeeding Business Day, unless such next
succeeding Business Day would be a date on or after the Scheduled Revolving
Credit Commitment Termination Date, in which event such Bid Interest Period
shall end on the next preceding Business Day, and (ii) no Bid Interest Period
shall end after the Scheduled Revolving Credit Commitment Termination Date.
Interest shall accrue from and including the first day of a Bid Interest Period
to, but excluding, the last day of such Bid Interest Period.

                  "Bid Loan": each loan made pursuant to Section 2.4.

                  "Bid Rate": as to any Bid made by a Lender pursuant to Section
2.4(b), the fixed rate of interest offered by such Lender with respect thereto
as set forth in such Bid.

                  "Bid Request": a request by a Borrower or, if such Borrower is
a Subsidiary Borrower, the Parent Borrower, on behalf of such Borrower, for
Bids, substantially in the form of Exhibit I.

                  "BNY Rate": a rate of interest per annum equal to the rate of
interest publicly announced in New York City by BNY from time to time as its
prime commercial lending rate, such rate to be adjusted automatically (without
notice) on the effective date of any change in such publicly announced rate.

                  "Borrower  Addendum":  an  Addendum,  duly  completed  and
executed by each of the Parent  Borrower and the relevant Subsidiary thereof,
substantially in the form of Exhibit B-1.

                  "Borrowers": collectively, the Parent Borrower and the
Subsidiary Borrowers.

                  "Borrowing Date": (i) any Business Day on which (a) the
Lenders make ABR Advances, (b) a Lender makes a Bid Loan, (c) the Swing Line
Lender makes a Swing Line Loan, or (d) the Issuing Bank issues a Letter of
Credit, as the case may be, or (ii) any Core Currency Business Day on which the
Lenders make Eurodollar Advances or Core Currency Euro Advances, as the case may
be.

                  "Borrowing Request": a request for Revolving Credit Loans or a
Swing Line Loan,  substantially in the form of Exhibit C-1.

                  "Brazilian Reals": freely transferable lawful money of Brazil.

                  "Business Day": any day except Saturday,  Sunday or a day
which in New York City is a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close.

                  "Canadian Dollars": freely transferable lawful money of
Canada.

                  "Capital Lease": a lease the obligations in respect of which
are required to be capitalized by the lessee thereunder for financial reporting
purposes in accordance with GAAP.

                  "Capital Stock": as to any Person, all shares, interests,
partnership interests, limited liability company interests, participations and
other rights in, or other equivalents (however designated) of, such Person's
equity (however designated), and any rights, warrants or options exchangeable
for, or convertible into, such shares, interests, participations, rights or
other equivalents.

                  "Cash Equivalents": (i) securities issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in full support thereof), in each case having a maturity of
not more than six months from the date of acquisition thereof, (ii) Dollar
denominated time deposits, certificates of deposit and bankers acceptances of
any Lender or any Approved Bank, in each case having a maturity of not more than
six months from the date of acquisition thereof, (iii) commercial paper (a)
issued by any Approved Bank or the parent company of any Approved Bank, (b)
issued or directly and fully guaranteed or insured by any industrial or
financial company with an unsecured non-credit supported short-term commercial
paper rating of at least A-1, or the equivalent thereof, by Standard & Poor's or
at least P-1, or the equivalent thereof, by Moody's, or (c) directly and fully
guaranteed or insured by any industrial or financial company with a long term
unsecured non-credit supported senior debt rating of at least A or A-2, or the
equivalent thereof, by Standard & Poor's or Moody's, as the case may be, in each
case having a maturity of not more than six months from the date of acquisition
thereof, (iv) marketable direct obligations issued by any State of the United
States or any political subdivision or public instrumentality of any such State,
in each case having a maturity of not more than six months from the date of
acquisition thereof and, at the time of such acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's or Moody's, and (v)
investments in money market funds substantially all the assets of which are
comprised of securities of the types described in clauses (i) through (iv) of
this definition.

                  "Change of Control": one or both of the following events:

                      (a) any person or group (other than any one or more
                  permitted investors) shall have become the beneficial owner of
                  voting shares entitled to exercise more than 30% of the total
                  power of all outstanding voting shares (including any voting
                  shares which are not then outstanding of which such person or
                  group is deemed the beneficial owner); and

                      (b) a change in the composition of the Managing Person of
                  the Parent Borrower shall have occurred in which the
                  individuals who constituted the Managing Person of the Parent
                  Borrower at the beginning of the two year period immediately
                  preceding such change (together with any other director whose
                  election by the Managing Person of the Parent Borrower or
                  whose nomination for election by the shareholders of the
                  Parent Borrower was approved by a vote of at least a majority
                  of the members of such Managing Person then in office who
                  either were members of such Managing Person at the beginning
                  of such period or whose election or nomination for election
                  was previously so approved) cease for any reason to constitute
                  a majority of the members of such Managing Person then in
                  office.

                  For purposes of this definition, (i) the terms "person" and
"group" shall have the respective meanings ascribed thereto in Sections 13(d)
and 14(d)(2) of the Exchange Act, (ii) the term "beneficial owner" shall have
the meaning ascribed thereto in Rule 13d-3 under the Exchange Act, (iii) the
term "permitted investors" shall mean any one or more of the following: (A)
Robert B. Daugherty, (B) any of his immediate family members, (C) any of his
heirs or beneficiaries, (D) any tax-exempt entity established by him, (E) any
key employee of the Parent Borrower which shall have acquired voting shares from
him, and (F) any employee stock ownership plan sponsored by or otherwise
established by the Parent Borrower, and (iv) the term "voting shares" shall mean
outstanding shares of any class or classes (however designated) of Capital Stock
of the Parent Borrower entitled to vote generally in the election of members of
the Managing Person thereof.

                  "Code":  the Internal  Revenue Code of 1986, as the same may
be amended from time to time, or any successor  thereto, and the rules and
regulations issued thereunder, as from time to time in effect.

                  "Commitment Percentage": with respect to any Lender as of any
date, the percentage as of such date equal to such Lender's Revolving Credit
Commitment Amount divided by the Aggregate Revolving Credit Commitment Amount
(or, if no Revolving Credit Commitments then exist, the percentage equal to such
Lender's Revolving Credit Commitment Amount on the last day upon which Revolving
Credit Commitments did exist divided by the Aggregate Revolving Credit
Commitment Amount as in effect on such day).

                  "Compliance Certificate": a certificate substantially in the
form of Exhibit E.

                  "Consolidated": the Parent Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP.

                  "Consolidated Debt Service": for any period, the sum of (i)
interest expense for such period of the Parent Borrower and its Subsidiaries,
determined on a Consolidated basis in accordance with GAAP (including any
interest payable in connection with the Attributed Principal Amount), and (ii)
all repayments of Indebtedness (including Indebtedness under the Loan Documents)
of the Parent Borrower and its Subsidiaries, determined on a Consolidated basis
in accordance with GAAP, which were required to be made during such period.

                  "Consolidated EBITDA": for any period, net income of the
Parent Borrower and its Subsidiaries, determined on a Consolidated basis in
accordance with GAAP, for such period, plus the sum of, without duplication,
each of the following with respect to the Parent Borrower and its Subsidiaries,
to the extent utilized in determining such net income: (i) all interest expense,
(ii) provision for income taxes, and (iii) depreciation and amortization.

                  "Consolidated Fixed Charges": for any period, the sum of,
without duplication, (i) Consolidated Debt Service for such period, (ii) all
income taxes payable during such period by the Parent Borrower and its
Subsidiaries, determined on a Consolidated basis in accordance with GAAP, and
(iii) all Restricted Payments of the type permitted to be made pursuant to
Section 8.7(c)(ii) in cash during such period by the Parent Borrower and its
Subsidiaries, determined on a Consolidated basis in accordance with GAAP.

                  "Consolidated Tangible Net Worth": as of any date, the total
stockholders' equity of the Parent Borrower and its Subsidiaries, less
intangible assets, all determined on a Consolidated basis in accordance with
GAAP, as set forth in, (i) during the period commencing on the Effective Date
and ending on the date of delivery thereafter of the first annual audited
financial statements pursuant to Section 7.1(b), the Parent Borrower's December
30, 2000 audited Consolidated financial statements constituting a part of the
Financial Statements, and (ii) at all other times, the most recent annual
audited Consolidated financial statements delivered pursuant to Section 7.1(b).

                  "Consolidated Total Assets":  as of any date, total assets of
the Parent Borrower and its Subsidiaries determined as of such date on a
Consolidated basis in accordance with GAAP.

                  "Contingent Obligation": as to any Person ( a "secondary
obligor"), any obligation of such secondary obligor (i) guaranteeing or in
effect guaranteeing any return on any investment made by another Person, or (ii)
guaranteeing or in effect guaranteeing any Indebtedness, lease, dividend or
other obligation (a "primary obligation") of any other Person (a "primary
obligor") in any manner, whether directly or indirectly, including any
obligation of such secondary obligor, whether contingent, (a) to purchase any
primary obligation or any Property constituting direct or indirect security
therefor, (b) to advance or supply funds (A) for the purchase or payment of any
primary obligation or (B) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of a primary
obligor, (c) to purchase Property, securities or services primarily for the
purpose of assuring the beneficiary of any primary obligation of the ability of
a primary obligor to make payment of a primary obligation, (d) otherwise to
assure or hold harmless the beneficiary of a primary obligation against loss in
respect thereof, and (e) in respect of the liabilities of any partnership in
which a secondary obligor is a general partner, except to the extent that such
liabilities of such partnership are nonrecourse to such secondary obligor and
its separate Property, provided, however, that the term "Contingent Obligation"
shall not include the indorsement of instruments for deposit or collection in
the ordinary course of business. The amount of any Contingent Obligation of a
Person shall be deemed to be an amount equal to the stated or determinable
amount of a primary obligation in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith.

                  "Control Person": as defined in Section 3.5.

                  "Conversion Date": any date on which (i) a Eurodollar Advance
is converted to an ABR Advance or a new Eurodollar Advance, as the case may be,
(ii) an ABR Advance is converted to a Eurodollar Advance or (iii) a Core
Currency Euro Advance is converted to a new Core Currency Euro Advance, as the
case may be.

                  "Core Currency": any Currency other than a Non-Core Currency.

                  "Core Currency Business Day": with respect to any Currency,
any Business Day which is a day on which dealings in eurocurrencies and exchange
between banks may be carried on in London, England and which is not a legal
holiday or a day on which banking institutions are authorized or required by law
or other government action to close in the national jurisdiction in which the
Agent Payment Office with respect to such Currency is located or, if there is no
such Agent Payment Office, the national jurisdiction of which such Currency is
the freely transferable lawful money.

                  "Core Currency Euro Advances": the Revolving Credit Loans (or
any portions thereof) at such time as they (or such portions) are made and/or
being maintained in a Core Currency (other than Dollars) at a rate of interest
based upon the applicable Core Currency Euro Rate.

                  "Core Currency Euro Rate": with respect to each Core Currency
Euro Advance, a rate of interest per annum, as determined by the Administrative
Agent, obtained by dividing (and then rounding to the nearest 1/16 of 1% or, if
there is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%):

                      (a) (i) the rate per annum for deposits in the applicable
                  Core Currency having a maturity most nearly comparable to the
                  Euro Interest Period in respect of such Core Currency Euro
                  Advance which appears on page 3740 or 3750, or any other
                  applicable page with respect to such Core Currency, of the Dow
                  Jones Telerate Screen (or any successor page) as of 11:00 a.m.
                  London time on the date which is two Core Currency Business
                  Days prior to the first day of such Euro Interest Period, (ii)
                  if such rate does not appear on such page of the Dow Jones
                  Telerate Screen (or any successor page), the rate, as reported
                  by BNY to the Administrative Agent, quoted by BNY at
                  approximately 11:00 a.m. London time (or as soon thereafter as
                  practicable) on the date which is two Core Currency Business
                  Days prior to the first day of such Euro Interest Period to
                  leading banks in the interbank eurocurrency market as the rate
                  at which BNY is offering deposits in such Core Currency in an
                  amount approximately equal to BNY's Commitment Percentage of
                  such Core Currency Euro Advance and having a period to
                  maturity approximately equal to such Euro Interest Period, or
                  (iii) to the extent required by Section 3.8,  the rate, as
                  reported by BNY to the Administrative Agent, determined by BNY
                  to be reflective of the all-in cost of funds to BNY of funding
                  such Core Currency Euro Advance in an amount approximately
                  equal to its Commitment Percentage of such Core Currency Euro
                  Advance and having a period to maturity approximately equal to
                  such Euro Interest Period, by

                      (b) a number equal to 1.00 minus the aggregate of the then
                  stated maximum rates during such Euro Interest Period of all
                  reserve requirements (including marginal, emergency,
                  supplemental and special reserves), expressed as a decimal,
                  established by any Governmental Authority, including those
                  established by the Board of Governors of the Federal Reserve
                  System and any other banking authority to which BNY and other
                  major United States money center banks are subject in respect
                  of eurocurrency funding (currently referred to as
                  "Eurocurrency Liabilities" in Regulation D), without benefit
                  of credits for proration, exceptions or offsets which may be
                  available from time to time to BNY.

                  "Credit Party": each Borrower and each other party (other than
the Administrative  Agent, the Issuing Bank, the Swing Line Lender, and the
Lenders) to a Loan Document.

                  "Currencies": collectively, Dollars, Dutch Guilders, French
Francs, German Marks, Euros and the Non-Core Currencies.

                  "Currency Addendum":  an Addendum,  duly completed and
executed by the Parent Borrower, substantially in the form of Exhibit B-2.

                  "Default":  any event or condition which constitutes an Event
of Default or which, with the giving of notice, the lapse of time, or any other
condition, would, unless cured or waived, become an Event of Default.

                  "Disposition": with respect to any Person, any sale,
assignment, transfer or other disposition by such Person, by any means, of (i)
the Capital Stock of any other Person, (ii) any business, going concern or
division or segment thereof, or (iii) any other Property of such Person other
than in the ordinary course of business, provided, however, that no such sale,
assignment, transfer or other disposition of Property (other than inventory,
except to the extent subject to a bulk sale) shall be deemed to be in the
ordinary course of business if it is the sale, assignment, transfer or
disposition of (a) all or substantially all of the Property of such Person, or
(b) any Operating Entity.

                  "Dollar Bid Loan": each Bid Loan denominated in Dollars.

                  "Dollar Equivalent": on any date of determination thereof, the
amount, as determined by the Administrative Agent, of Dollars which could be
purchased with the amount of the relevant Alternate Currency involved in such
computation at the spot rate at which Dollars may be exchanged into such
Alternate Currency as set forth on such date on Dow Jones Telerate pages 262,
264, 265, 266 or 9993 (or any successor pages) or, if such rate does not appear
on such pages, at the spot exchange rate therefor notified to the Administrative
Agent by BNY as of 11:00 a.m. (London time) on such date for delivery, (i) in
the case of an exchange of Dollars into Canadian Dollars, one Core Currency
Business Day later, and (ii) in all other cases, two Core Currency Business Days
later.

                  "Dollar Revolving Credit Loan": as defined in Section
2.1(b)(i).

                  "Dollars" and "$": lawful currency of the United States.

                  "Domestic  Subsidiary":  any direct or indirect  wholly owned
Subsidiary of the Parent  Borrower  which is organized under the laws of the
United States or any State thereof.

                  "Dutch Borrower": any Borrower which is organized under the
laws of, and has its principal office in, the Netherlands.

                  "Dutch Guilders": freely transferable lawful money of the
Netherlands.

                  "Effective Date": August 21, 2001.

                  "Eligible Assignee": (i) at all times upon the occurrence and
during the continuance of any Default, any commercial bank, trust company,
banking association, insurance company, financial institution, pension fund,
mutual fund or other similar fund, and (ii) at all other times, any commercial
bank, trust company or banking association having undivided capital surplus and
retained earnings exceeding $100,000,000, provided, however, that, for purposes
of this definition, "Eligible Assignee" shall not include any Lender or any
subsidiary or affiliate thereof.

                  "Eligible Special Purpose Entity" means any Person which may
or may not be a Subsidiary of the Receivables Seller which has been formed by or
for the benefit of the Receivables Seller for the purpose of purchasing or
securitizing Securitization Receivables from the Receivables Seller.

                  "Employee Benefit Plan": an employee benefit plan within the
meaning of Section 3(3) of ERISA  maintained, sponsored or contributed to by the
Parent Borrower, any of its Subsidiaries or any ERISA Affiliate.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the rules and regulations issued thereunder,
as from time to time in effect.

                  "ERISA Affiliate": when used with respect to an Employee
Benefit Plan, ERISA, the PBGC or a provision of the Code pertaining to employee
benefit plans, any Person which is a member of any group of organizations within
the meaning of Sections 414(b) or (c) of the Code (or, solely for purposes of
potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of
the Code and the lien created under Section 302(f) of ERISA and Section 412(n)
of the Code, Sections 414(m) or (o) of the Code) of which the Parent Borrower or
any of its Subsidiaries is a member.

                  "Eurodollar Advances": the Revolving Credit Loans (or any
portions thereof), at such time as they (or such portions) are made and/or being
maintained at a rate of interest based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each Eurodollar Advance, a
rate of interest per annum, as determined by the Administrative Agent, obtained
by dividing (and then rounding to the nearest 1/16 of 1% or, if there is no
nearest 1/16 of 1%, then to the next higher 1/16 of 1%):

                      (a) (i) the rate per annum for deposits in Dollars having
                  a maturity most nearly comparable to the Euro Interest Period
                  in respect of such Eurodollar Advance which appears on page
                  3750 of the Dow Jones Telerate Screen (or any successor page)
                  as of 11:00 a.m. London time on the date that is two Core
                  Currency Business Days prior to the first day of such Euro
                  Interest Period, or (ii) if such rate does not appear on page
                  3750 of the Dow Jones Telerate Screen (or any successor page),
                  the rate, as reported by BNY to the Administrative Agent,
                  quoted by BNY at approximately 11:00 a.m. London time (or as
                  soon thereafter as practicable) on the date which is two Core
                  Currency Business Days prior to the first day of such Euro
                  Interest Period to leading banks in the interbank eurocurrency
                  market as the rate at which BNY is offering Dollar deposits in
                  an amount approximately equal to BNY's Commitment Percentage
                  of such Eurodollar Advance and having a period to maturity
                  approximately equal to such Euro Interest Period, by

                     (b) a number equal to 1.00 minus the aggregate of the then
                  stated maximum rates during such Euro Interest Period of all
                  reserve requirements (including marginal, emergency,
                  supplemental and special reserves), expressed as a decimal,
                  established by the Board of Governors of the Federal Reserve
                  System and any other banking authority to which BNY and other
                  major United States money center banks are subject in respect
                  of eurocurrency funding (currently referred to as
                  "Eurocurrency Liabilities" in Regulation D), without benefit
                  of credits for proration, exceptions or offsets which may be
                  available from time to time to BNY.

                  "Euro Interest Period": with respect to any Eurodollar Advance
or Core Currency Euro Advance, as the case may be, requested by any Borrower or,
if such Borrower is a Subsidiary Borrower, the Parent Borrower, on behalf of
such Borrower, the period commencing on the Borrowing Date or Conversion Date,
as the case may be, with respect to such Advance and ending one, two, three or
six months thereafter, as selected by such Borrower or, if such Borrower is a
Subsidiary Borrower, the Parent Borrower, on behalf of such Borrower, in the
applicable Borrowing Request or Notice of Conversion, as the case may be,
therefor, provided, however, that (i) if any Euro Interest Period would
otherwise end on a day which is not a Core Currency Business Day, such Euro
Interest Period shall be extended to the next succeeding Core Currency Business
Day unless (a) such next succeeding Core Currency Business Day would be a date
on or after the Scheduled Revolving Credit Commitment Termination Date, in which
event such Euro Interest Period shall end on the next preceding Core Currency
Business Day, or (b) the result of such extension would be to carry such Euro
Interest Period into another calendar month, in which event such Euro Interest
Period shall end on the immediately preceding Core Currency Business Day, (ii)
any Euro Interest Period that begins on the last Core Currency Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Euro Interest Period) shall end on the
last Core Currency Business Day of a calendar month, and (iii) no Euro Interest
Period shall end after the Scheduled Revolving Credit Commitment Termination
Date. Interest shall accrue from and including the first day of a Euro Interest
Period to, but excluding, the last day of such Euro Interest Period.

                  "European Borrower": any Dutch Borrower, French Borrower or
German Borrower.

                  "Event of Default": as defined in Section 9.1.

                  "Exchange Act": the Securities Exchange Act of 1934, as
amended.

                  "Existing Indebtedness": the Indebtedness outstanding under
the Original Credit Agreement.

                  "Existing Letters of Credit": the following Letters of Credit
which were originally issued for the account of the Parent Borrower pursuant to
the Original Credit Agreement and which remain outstanding on the Effective
Date:

<TABLE>
<S>                     <C>                   <C>                  <C>                   <C>
----------------------- --------------------- -------------------- --------------------- --------------------
                                                   Original           Current Stated
     Beneficiary              L/C No.             Stated Amount           Amount             Expiry Date
----------------------- --------------------- -------------------- --------------------- --------------------
Liberty Mutual                                                                           one- year
Insurance Co.                  37257          $2,100,000           $3,210,000            evergreen (current
                                                                                         expiry 6/2/02)
----------------------- --------------------- -------------------- --------------------- --------------------
Rabobank Nederland
                               39137          $   45,000           $   45,000            8/31/01
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

                  "Facility Fee": as defined in Section 3.2(a).

                  "Federal Funds Rate": for any day, a rate per annum (expressed
as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%)
equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that, (i) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (ii) if
such rate is not so published for any day, the Federal Funds Rate for such day
shall be the average of the quotations for such day on such transactions
received by the Administrative Agent.

                  "Fees": as defined in Section 2.11.

                  "Financial Officer":  as to any Person, the chief financial
officer of such Person, or such other officer as shall be satisfactory to the
Administrative Agent.

                  "Financial Statements": as defined in Section 4.13.

                  "Fixed Charge Coverage Ratio": as of any date, the ratio of
(i) Consolidated EBITDA to (ii) Consolidated Fixed Charges, in each case for the
four fiscal quarter period ending on such date or, if such date is not the last
day of a fiscal quarter, the immediately preceding four fiscal quarter period.

                  "Fixed Rate Loan": any Eurodollar Advance,  Core Currency Euro
Advance,  Bid Loan or Swing Line Loan, as the case may be.

                  "French  Borrower":  (i) the Parent Borrower or (ii) any other
Borrower which is organized under the laws of, and has its principal office in,
France.

                  "French Francs": freely transferable lawful money of France.

                  "GAAP": generally accepted accounting principles as in effect
from time to time in the United States.

                  "German Borrower": any Borrower which is organized under the
laws of, and has its principal office in, Germany.

                  "German Marks": freely transferable lawful money of Germany.

                  "Governmental Authority": any foreign, federal, state,
municipal or other government, or any department,  commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

                  "Guarantor": as defined in the Subsidiary Guaranty.

                  "Inactive Subsidiary Borrower": at any time, any Subsidiary
Borrower which has no Subsidiary Borrower Obligations.

                  "Indebtedness": as to any Person, at a particular time, all
items which constitute, without duplication, (i) indebtedness for borrowed
money, (ii) indebtedness in respect of the deferred purchase price of Property
(other than trade payables incurred in the ordinary course of business), (iii)
indebtedness evidenced by notes, bonds, debentures or similar instruments, (iv)
obligations with respect to any conditional sale or title retention agreement,
(v) indebtedness arising under acceptance facilities and the amount available to
be drawn under all letters of credit issued for the account of such Person
(other than letters of credit issued in support of trade payables incurred in
the ordinary course of business) and, without duplication, all drafts drawn
thereunder to the extent such Person shall not have reimbursed the issuer in
respect of the issuer's payment thereof, (vi) all liabilities secured by any
Lien on any Property owned by such Person even though such Person has not
assumed or otherwise become liable for the payment thereof (other than
carriers', warehousemen's, mechanics', repairmen's or other like non-consensual
statutory Liens arising in the ordinary course of business), (vii) obligations
under Capital Leases, (viii) all Receivables Indebtedness of such Person, (ix)
all Synthetic Lease Obligations of such Person and (x) all Contingent
Obligations of such Person in respect of any of the foregoing.

                  "Indemnified Liabilities": as defined in Section 11.5.

                  "Indemnified Person": as defined in Section 11.7.

                  "Indemnified Tax": as to any Person, any Tax, except (i) a Tax
on the Income imposed on such Person and (ii) any interest, fees or penalties
for late payment imposed on such Person, in each case to the extent not
attributable to the failure of the Parent Borrower or any of its Subsidiaries to
obtain any necessary approvals or consents of, or file or cause to be filed any
reports, applications, documents, instruments or information required to be
filed pursuant to any applicable law, rule, regulation or request of, any
Governmental Authority.

                  "Indemnified Tax Person": the Administrative Agent, the
Issuing Bank, the Swing Line Lender, or any Lender, as the case may be.

                  "Interest Payment Date": (i) as to any ABR Advance, the last
day of each March, June, September and December commencing on the first of such
days to occur after such ABR Advance is made or any Eurodollar Advance is
converted to an ABR Advance, (ii) as to any Swing Line Loan, the date on which
the outstanding principal amount of such Swing Line Loan shall become due and
payable in accordance with Section 2.2, (iii) as to any Eurodollar Advance or
Core Currency Euro Advance, as the case may be, as to which the applicable
Borrower has selected a Euro Interest Period of one, two or three months, or any
Bid Loan in respect of which the Bid Interest Period applicable thereto is less
than or equal to 90 days, the last day of such Euro Interest Period or such Bid
Interest Period, as the case may be, (iv) as to any Eurodollar Advance or Core
Currency Euro Advance, as the case may be, as to which the applicable Borrower
has selected a Euro Interest Period of six months, or any Bid Loan in respect of
which the Bid Interest Period applicable thereto is greater than 90 days, the
last day of each three-month or 90-day, as the case may be, interval occurring
during such Euro Interest Period or such Bid Interest Period, as the case may
be, and the last day of such Euro Interest Period or such Bid Interest Period,
as the case may be, and (v) as to any all Advances and all Bid Loans, the
Revolving Credit Maturity Date, and (vi) as to all Swing Line Loans, the Swing
Line Maturity Date.

                  "Investments": as defined in Section 8.6.

                  "Invitation to Bid": an invitation to make Bids in the form of
Exhibit J.

                  "Judgment Currency": as defined in Section 11.14.

                  "Judgment Currency Conversion Date": as defined in Section
11.14.

                  "Lender Party": the Administrative Agent, the Issuer, the
Swing Line Lender or a Lender, as the case may be.

                  "Letter of Credit": as defined in Section 2.8.

                  "Letter of Credit Commissions": as defined in Section 3.2(b).

                  "Letter of Credit Commitment": the commitment of the Issuing
Bank to issue Letters of Credit having an aggregate outstanding face amount up
to the Letter of Credit Commitment Amount, and the commitment of the Lenders to
participate in the Letter of Credit Exposure as set forth in Section 2.10.

                  "Letter of Credit Commitment Amount": $50,000,000.

                  "Letter of Credit Exposure": as of any date and in respect of
any Lender, an amount equal to (i) the sum as of such date, without duplication,
of (a) the aggregate undrawn face amount of all outstanding Letters of Credit,
(b) the aggregate amount of unpaid drafts drawn on all Letters of Credit, and
(c) the aggregate unpaid Reimbursement Obligations (after giving effect to any
Revolving Credit Loans made on such date to pay any such Reimbursement
Obligations), multiplied by (ii) such Lender's Commitment Percentage.

                  "Letter of Credit Request": a request in the form of Exhibit
C-2.

                  "Leverage Ratio": as of any date, the ratio of (i) the
aggregate Indebtedness as of such date of the Parent Borrower and its
Subsidiaries, determined on a Consolidated basis in accordance with GAAP,
together with the face amount of Securitization Receivables sold by the Borrower
or any Subsidiary in any Securitization Transaction in which the Borrower or
such Subsidiary is the Receivables Seller, to (ii) Consolidated EBITDA for the
four fiscal quarter period ending on such date or, if such date is not the last
day of a fiscal quarter, for the immediately preceding four fiscal quarter
period; provided however that, in the event that any Acquisition or Disposition
permitted by this Agreement shall have been consummated during such four fiscal
quarter period, in computing Consolidated EBITDA, net income (and all amounts
specified in clauses (i), (ii) and (iii) of the definition of Consolidated
EBITDA) shall be computed on a pro forma basis giving effect to such Acquisition
or Disposition, as the case may be, as of the first day of such period.

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

                  "Loan": a Revolving Credit Loan, Bid Loan, or Swing Line Loan,
as the case may be.

                  "Loan Documents": collectively, this Agreement, the Subsidiary
Guaranty, the Reimbursement Agreements, and all agreements, instruments and
other documents executed or delivered in connection with any of the foregoing,
including any promissory notes executed and delivered pursuant to Section 2.13,
in each case as amended, supplemented or otherwise modified from time to time.

                  "Loans": the Revolving Credit Loans, the Bid Loans and/or the
Swing Line Loans, as the case may be.

                  "Managing Person": with respect to any Person that is (i) a
corporation, its board of directors, (ii) a limited liability company, its board
of control or managing member or members, (iii) a limited partnership, its
general partner, (iv) a general partnership or a limited liability partnership,
its managing partner or executive committee, or (v) any other Person, the
managing body thereof or other Person analogous to the foregoing.

                  "Margin  Stock":  any "margin  stock",  as defined in
Regulation U of the Board of Governors of the Federal Reserve System, as
amended, supplemented or otherwise modified from time to time.

                  "Material Adverse Change": a material adverse change in (i)
the condition (financial or otherwise), operations, business or Property of the
Parent Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the
Parent Borrower or any of its Subsidiaries to perform its obligations under any
Loan Document, or (iii) the ability of the Administrative Agent, the Issuing
Bank, the Swing Line Lender or any Lender to enforce any Loan Document.

                  "Material Adverse Effect": a material adverse effect on (i)
the condition (financial or otherwise), operations, business or Property of the
Parent Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the
Parent Borrower or any of its Subsidiaries to perform its obligations under any
Loan Document, or (iii) the ability of the Administrative Agent, the Issuing
Bank, the Swing Line Lender or any Lender to enforce any Loan Document.

                  "Material Subsidiary": at any time, each Domestic Subsidiary
which has at such time assets or net sales greater than or equal to 5% of the
aggregate assets or net sales of the Parent Borrower and its Subsidiaries,
determined on a Consolidated basis in accordance with GAAP.

                  "Maximum Purchase Amount": with respect to any Securitization
Transaction, the maximum face amount of Securitization Receivables to be
purchased pursuant to the documents governing the purchase and sale of
Securitization Receivables in such transaction.

                  "Moody's": Moody's Investors Service, Inc., or any successor
thereto.

                  "Multiemployer Plan": a Pension Plan which is a multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

                  "Negotiated Rate": with respect to each Swing Line Loan, the
rate per annum equal to, (i) at all times during the period, if any, commencing
on the date of delivery of a notice of an Event of Default by the Administrative
Agent to the Lenders under Section 2.2(c) with respect to such Swing Line Loan
and terminating on the date on which such Event of Default shall no longer be
continuing, the Alternate Base Rate, and (ii) at all other times, the rate
agreed to by the Parent Borrower and the Swing Line Lender in accordance with
Section 2.2 as the interest rate that such Swing Line Loan shall bear.

                  "Non-Core Currencies": collectively, Australian Dollars,
Brazilian Reals, Canadian Dollars, and Pounds Sterling, and such other
currencies as shall become Non-Core Currencies in accordance with Section
2.12(b).

                  "Notice of Conversion": a notice substantially in the form of
Exhibit D.

                  "Obligation Currency": as defined in Section 11.14.

                  "Operating Entity": any Person or any business or operating
unit of a Person which is, or could be, operated separate and apart from (i) the
other businesses and operations of such Person, or (ii) any other line of
business or business segment.

                  "Organizational Documents": as to any Person which is (i) a
corporation, the certificate or articles of incorporation and by-laws of such
Person, (ii) a limited liability company, the limited liability company
agreement or similar agreement of such Person, (iii) a partnership, the
partnership agreement or similar agreement of such Person, or (iv) any other
form of entity or organization, the organizational documents analogous to the
foregoing.

                  "Original Credit Agreement" is defined in the first recital
hereto.

                  "Other Intercompany Acquisition": an Acquisition by the Parent
Borrower or any Subsidiary thereof from the Parent Borrower or any such
Subsidiary, provided, however, that, for purposes hereof, "Other Intercompany
Acquisition" shall not include any Unrestricted Intercompany Acquisition.

                  "Other Intercompany Basket Amount": at any time, an amount
equal to the sum of, without duplication, (i) the aggregate outstanding
principal amount of all Other Intercompany Indebtedness at such time, plus (ii)
the aggregate consideration paid as of such time for all Other Intercompany
Investments made under Section 8.6(g) on and after the date hereof, plus (iii)
the aggregate amount as of such time of all Other Intercompany Restricted
Payments made on or after the date hereof.

                  "Other Intercompany Disposition": a Disposition by the Parent
Borrower or any Subsidiary thereof to the Parent Borrower or any such
Subsidiary, provided, however, that, for purposes hereof, "Other Intercompany
Disposition" shall not include any Unrestricted Intercompany Disposition.

                  "Other Intercompany Indebtedness": Indebtedness of the Parent
Borrower or any Subsidiary thereof to the Parent Borrower or any such
Subsidiary, provided, however, that, for purposes hereof, "Other Intercompany
Indebtedness" shall not include any Unrestricted Intercompany Indebtedness.

                  "Other Intercompany Investment": an Investment by the Parent
Borrower or any Subsidiary thereof in the Parent Borrower or any such
Subsidiary, provided, however, that, for purposes hereof, "Other Intercompany
Investment" shall not include any Unrestricted Intercompany Investment.

                  "Other Intercompany Restricted Payment": a Restricted Payment
made by any Subsidiary of the Parent Borrower to the Parent Borrower or any such
Subsidiary, to the extent received by the Parent Borrower or such Subsidiary, as
the case may be, provided, however, that, for purposes hereof, "Other
Intercompany Restricted Payment" shall not include any Unrestricted Intercompany
Payment.

                  "Outstanding Percentage": as of any date and with respect to
the Issuing Bank, the Swing Line Lender or any Lender, as the case may be, a
fraction the numerator of which is the Outstandings on such date of the Issuing
Bank, the Swing Line Lender or such Lender, as applicable, and the denominator
of which is the aggregate Outstandings on such date of the Issuing Bank, the
Swing Line Lender and all Lenders.

                  "Outstandings": with respect to the Issuing Bank, the Swing
Line Lender or any Lender, as the case may be, as of any date, an amount equal
to (i) the outstanding principal amount on such date of all the Loans
(determined, in the case of each Alternate Currency Loan, on the basis of the
Dollar Equivalent thereof) of such Lender, plus (ii) with respect to the Issuing
Bank only, the excess of (a) the aggregate sum of all drafts honored under all
Letters of Credit, over (b) all payments made to the Issuing Bank by the Credit
Parties and the Lenders in reimbursement thereof or participation therein, as
the case may be, plus (iii) with respect to the Swing Line Lender only, the
excess of (a) the outstanding principal amount on such date of all the Swing
Line Loans, over (b) all payments made to the Swing Line Lender by the Credit
Parties and the Lenders in repayment thereof or participation therein, as the
case may be, plus (iv) with respect to each Lender, the excess of (a) the
aggregate sum of all payments by such Lender in participation of the
Reimbursement Obligations and the Swing Line Loans, over (b) all reimbursements
of such Lender in respect thereof.

                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA, or any Governmental Authority
succeeding to the functions thereof.

                  "Pension Plan": at any date of determination, any Employee
Benefit Plan (including a Multiemployer Plan), the funding requirements of which
(under Section 302 of ERISA or Section 412 of the Code) are, or at any time
within the six years immediately preceding such date, were in whole or in part,
the responsibility of the Parent Borrower, any of its Subsidiaries or any ERISA
Affiliate.

                  "Permitted Lien": a Lien permitted to exist under Section 8.2.

                  "Permitted Securitization": a Securitization Transaction
permitted by Section 8.15.

                  "Person": any individual, firm, partnership, limited liability
company, joint venture, corporation, association, business enterprise, joint
stock company, unincorporated association, trust, Governmental Authority or any
other entity, whether acting in an individual, fiduciary or other capacity, and
for the purpose of the definition of "ERISA Affiliate", a trade or business.

                  "Pounds Sterling": freely transferable lawful money of the
United Kingdom.

                  "Pricing Level": Pricing Level I, Pricing Level II, Pricing
Level III, Pricing Level IV or Pricing Level V, as applicable.

                  "Pricing Level I": any time when the Leverage Ratio is less
than 1.00:1.00.

                  "Pricing Level II": any time when the Leverage Ratio is
greater than or equal to 1.00:1.00 but less than 1.50:1.00.

                  "Pricing Level III": any time when the Leverage Ratio is
greater than or equal to 1.50:1.00 but less than 2.00:1.00.

                  "Pricing Level IV": any time when the Leverage Ratio is
greater than or equal to 2.00:1.00 but less than 2.50:1.00.

                  "Pricing Level V": any time when the Leverage Ratio is
greater than or equal to 2.50:1.00.

                  "Private Placement Documents":  the Valmont Industries,  Inc.
Private Shelf Agreement, dated as of September 10, 1999 and amended as of May
22, 2000, with The Prudential Insurance Company of America and the other
Purchasers party thereto relating to a maximum of $100,000,000  in aggregate
principal  amount of senior promissory notes of Valmont Industries, Inc.,
together with the promissory notes issued thereunder.

                  "Prohibited Transaction": a transaction which is prohibited
under Section 4975 of the Code or Section 406 of ERISA and not exempt under
Section 4975 of the Code or Section 408 of ERISA.

                  "Property": all types of real, personal, tangible, intangible
or mixed property.

                  "Proposed Lender": as defined in Section 3.12.

                  "Qualified Subsidiary": a direct or indirect Subsidiary of the
Parent Borrower, as to which the Parent Borrower owns beneficially (and of
record, in the case of a direct Subsidiary) all of the issued and outstanding
Capital Stock other than directors' qualifying shares.

                  "Real Property": all real property owned or leased by the
Parent Borrower or any of its Subsidiaries.

                  "Receivables Indebtedness" means Indebtedness incurred by any
Eligible Special Purpose Entity to finance, refinance or guaranty the financing
or refinancing of Securitization Receivables; provided (x) such Indebtedness
shall in accordance with GAAP not be accounted for as an asset or liability on
the balance sheet of Receivables Seller or any of its Subsidiaries; (y) no
assets other than the Securitization Receivables to be financed or refinanced
secure such Indebtedness; and (z) neither the Receivables Seller nor any of its
Subsidiaries shall incur any liability with respect to such Indebtedness other
than liability arising by reason of (1) a breach of a representation or warranty
or customary indemnities in each case contained in any instrument relating to
such Indebtedness or (2) customary interests retained by the Receivables Seller
in such Indebtedness.

                  "Receivables Seller": as defined in the definition of
"Securitization Transaction."

                  "Regulation D": Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

                  "Regulatory Change": (i) the introduction or phasing in of any
law, rule or regulation after the Relevant Date, (ii) the issuance or
promulgation after the Relevant Date of any directive, guideline or request from
any Governmental Authority (whether or not having the force of law), or (iii)
any change after the Relevant Date in the interpretation of any existing law,
rule, regulation, directive, guideline or request by any Governmental Authority
charged with the administration thereof.

                  "Reimbursement Agreement": as defined in Section 2.8(a).

                  "Reimbursement Obligation": the obligation of the Parent
Borrower to reimburse the Issuing Bank for amounts drawn under a Letter of
Credit.

                  "Related Parties": with respect to any Person, such Person's
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person's Affiliates.

                  "Relevant Date": (i) in the case of each Lender listed on the
signature pages hereof, the Effective Date, and (ii) in the case of each other
Lender, the effective date of the Assignment and Acceptance Agreement or other
document pursuant to which it became a Lender.

                  "Reportable Event": with respect to any Pension Plan, (i) any
event set forth in Sections 4043(b) (other than a Reportable Event as to which
the 30 day notice requirement is waived by the PBGC under applicable
regulations), 4062(c) or 4063(a) of ERISA or the regulations thereunder, (ii) an
event requiring the Parent Borrower, any of its Subsidiaries or any ERISA
Affiliate to provide security to a Pension Plan under Section 401(a)(29) of the
Code, or (iii) any failure to make any payment required by Section 412(m) of the
Code.

                  "Required Lenders": at any time prior to the Revolving Credit
Commitment Termination Date, Lenders having Revolving Credit Commitment Amounts
greater than or equal to 51% of the Aggregate Revolving Credit Commitment
Amount, and, at all other times, the Issuing Bank, the Swing Line Lender and the
Lenders having Outstandings greater than or equal to 51% of the aggregate
Outstandings of the Issuing Bank, the Swing Line Lender and all Lenders.

                  "Required Payment": as defined in Section 3.9(a).

                  "Restricted Payment": as to any Person (i) any dividend or
other distribution, direct or indirect, on account of any shares of Capital
Stock of such Person now or hereafter outstanding (other than a dividend payable
solely in shares of such Capital Stock to the holders of such shares) and (ii)
any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition, direct or indirect, of any shares of any class of Capital Stock of
such Person now or hereafter outstanding.

                  "Revolving Credit Commitment": in respect of any Lender, such
Lender's undertaking during the Revolving Credit Commitment Period to make
Revolving Credit Loans, subject to the terms and conditions hereof, in an
aggregate outstanding principal amount not exceeding the Revolving Credit
Commitment Amount of such Lender.

                  "Revolving Credit Commitment Amount": as of any date and with
respect to any Lender, the amount set forth adjacent to its name under the
heading "Revolving Credit Commitment Amount" in Exhibit A on such date or, in
the event that such Lender is not listed in Exhibit A, the "Revolving Credit
Commitment Amount" which such Lender shall have assumed from another Lender in
accordance with Section 11.6 on or prior to such date, in each case as the same
may be adjusted from time to time pursuant to Sections 2.5 and 11.6.

                  "Revolving Credit Commitment Period": the period from the
Effective Date until the Revolving Credit Commitment Termination Date.

                  "Revolving Credit Commitment Termination Date": the earlier of
the Business Day immediately preceding the Scheduled Revolving Credit Commitment
Termination Date or such other date upon which the Revolving Credit Commitments
shall have been terminated in accordance with Section 2.5 or Section 9.2.

                  "Revolving Credit Exposure": with respect to any Lender as of
any date, the sum as of such date of (i) the outstanding principal amount of
such Lender's Revolving Credit Loans (determined, in the case of each Alternate
Currency Loan, on the basis of the Dollar Equivalent thereof), (ii) such
Lender's Swing Line Exposure, and (iii) such Lender's Letter of Credit Exposure.

                  "Revolving Credit Loan" and "Revolving Credit Loans": as
defined in Section 2.1.

                  "Revolving Credit Maturity Date": the Scheduled Revolving
Credit Commitment Termination Date, or such earlier date on which the Revolving
Credit Loans shall become due and payable, whether by acceleration or otherwise.

                  "Scheduled Revolving Credit Commitment Termination Date":
August 21, 2006.

                  "Scheduled Swing Line Commitment  Termination Date": the fifth
Business Day preceding the Scheduled Revolving Credit Commitment Termination
Date.

                  "SEC": the Securities and Exchange Commission or any
Governmental Authority succeeding to the functions thereof.

                  "Securitization Receivables": as defined in the definition of
"Securitization Transaction."

                  "Securitization Transaction" means any financing transaction
or series of financing transactions that have been or may be entered into by any
Person pursuant to which such Person (the "Receivables Seller") sells, conveys
or otherwise transfers on a non-recourse basis (with certain exceptions
customary in transactions of such type) to an Eligible Special Purpose Entity
any of its accounts receivable (the "Securitization Receivables") (whether such
Securitization Receivables are then existing or arise in the future), and any
assets related thereto (including without limitation, all security interests in
merchandise or services financed thereby, the proceeds of such Securitization
Receivables and other assets which are customarily sold or in respect of which
security interests are customarily granted in connection with securitization
transactions involving such assets), and the Eligible Special Purpose Entity
either (i) issues securities or (ii) sells the Securitization Receivables to a
commercial paper conduit which issues securities, the payment obligations under
which, in either case, are satisfied from the Securitization Receivables and the
proceeds of the sale of which are used to purchase additional Securitization
Receivables.

                  "Special Counsel": Emmet, Marvin & Martin, LLP, special
counsel to the Administrative Agent.

                  "Standard & Poor's": Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or any successor thereto.

                  "Standby Letters of Credit":  as defined in Section 2.8(a).

                  "Subsidiary": as to any Person, any corporation, association,
partnership, limited liability company, joint venture or other business entity
of which such Person or any Subsidiary of such Person, directly or indirectly,
either (i) in respect of a corporation, owns or controls more than 50% of the
outstanding Capital Stock having ordinary voting power to elect a majority of
the managing Person thereof, irrespective of whether a class or classes shall or
might have voting power by reason of the happening of any contingency, or (ii)
in respect of an association, partnership, limited liability company, joint
venture or other business entity, is entitled to share in more than 50% of the
profits and losses thereof, however determined.

                  "Subsidiary Borrower": as defined in the preamble to this
Agreement.

                  "Subsidiary Borrower Obligations": at any time, in respect of
any Subsidiary Borrower, the principal amount outstanding at such time of the
Loans made to such Subsidiary Borrower (determined on the basis of the Dollar
Equivalent thereof), together with all accrued interest thereon and all other
sums due and owing at such time from such Subsidiary Borrower under the Loan
Documents.

                  "Subsidiary Guaranty": as defined in Section 5.4.

                  "Swing Line Commitment": the undertaking of the Swing Line
Lender during the Swing Line Commitment Period to make Swing Line Loans, subject
to the terms and conditions hereof, in an aggregate outstanding principal amount
not in excess of the Swing Line Commitment Amount, and the commitment of the
Lenders to participate therein as set forth in Section 2.2, as the same may be
adjusted from time to time pursuant to Sections 2.5 and 11.6.

                  "Swing Line Commitment Amount": $10,000,000.

                  "Swing Line Commitment Period": the period from the Effective
Date until the Swing Line Commitment Termination Date.

                  "Swing Line Commitment Termination Date": the earlier of the
Business Day immediately preceding the Scheduled Swing Line Commitment
Termination Date or such other date upon which the Swing Line Commitment shall
have been terminated in accordance with Section 2.5 or Section 9.2.

                  "Swing Line Exposure": at any time, in respect of any Lender,
an amount equal to the aggregate outstanding principal amount of the Swing Line
Loans at such time, multiplied by such Lender's Commitment Percentage at such
time.

                  "Swing Line Interest Period": with respect to any Swing Line
Loan requested by the Parent Borrower, the period commencing on the Borrowing
Date with respect to such Swing Line Loan and ending not in excess of five days
thereafter, as selected by the Parent Borrower in the applicable Borrowing
Request therefor, provided, however, that (i) if any Swing Line Interest Period
would otherwise end on a day that is not a Business Day, such Swing Line
Interest Period shall be extended to the next succeeding Business Day, unless
such next succeeding Business Day would be a date on or after the Scheduled
Swing Line Commitment Termination Date, in which event such Swing Line Interest
Period shall end on the next preceding Business Day, and (ii) no Swing Line
Interest Period shall end after the Scheduled Swing Line Commitment Termination
Date. Interest shall accrue from and including the first day of a Swing Line
Interest Period to, but excluding, the last day of such Swing Line Interest
Period.

                  "Swing Line Loan" and "Swing Line Loans": as defined in
Section 2.2(a).

                  "Swing Line Maturity Date": the Scheduled Swing Line
Commitment Termination Date, or such earlier date on which the Swing Line Loans
shall become due and payable, whether by acceleration or otherwise.

                  "Swing Line Participation Amount": as defined in Section
2.2(c).

                  "Synthetic Lease": as to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any Property (a)
that is not a Capital Lease and (b) in respect of which the lessee is treated as
the owner of the Property so leased for federal income tax purposes, other than
any such lease under which such Person is the lessor.

                  "Synthetic Lease Obligations": all monetary obligations of a
lessee under any Synthetic Lease which, at any date of determination thereof,
shall be equal to the aggregate purchase price of any property subject to such
Synthetic Lease less the aggregate amount of payments of rent theretofore made
which reduce the lessee's obligations under such Synthetic Lease and which are
not the financial equivalent of interest. The aggregate purchase price of any
property subject to, and payments of rent under, a Synthetic Lease shall not
include any amounts payable solely from funds generated by the property subject
thereto and as to which the lessee has no personal liability.

                  "Tax": any present or future tax, levy, impost, duty, charge,
fee, deduction or withholding of any nature and whatever called, by a
Governmental Authority, on whomsoever and wherever imposed, levied, collected,
withheld or assessed.

                  "Tax on the Income": as to any Person, a Tax imposed by one of
the following jurisdictions or by any political subdivision or taxing authority
thereof: (i) the United States, (ii) the jurisdiction in which such Person is
organized, (iii) the jurisdiction in which such Person's principal office is
located, or (iv) in the case of each Lender, any jurisdiction in which such
Person is deemed to be doing business; which Tax is an income tax (or any tax in
lieu thereof or equivalent thereto) or franchise tax imposed on all or part of
the net income or net profits of such Person or with respect to the net increase
in the shareholders' or owners' equity or capital in such Person or which Tax
represents interest, fees or penalties for payment of any such income tax or
franchise tax.

                  "Termination Event": with respect to any Pension Plan, (i) a
Reportable Event, (ii) the termination of a Pension Plan, or the filing of a
notice of intent to terminate a Pension Plan, or the treatment of a Pension Plan
amendment as a termination under Section 4041(c) of ERISA, (iii) the institution
of proceedings to terminate a Pension Plan under Section 4042 of ERISA, or (iv)
the appointment of a trustee to administer any Pension Plan under Section 4042
of ERISA.

                  "Test Date": with respect to any Securitization Transaction
means each of (a) the date of the closing of such Securitization Transaction and
(b) the date of each closing of any amendment to such Securitization Transaction
which increases the Maximum Purchase Amount thereunder.

                  "Trade Letters of Credit":  as defined in Section 2.8(a).

                  "Unfunded Pension Liabilities": with respect to any Pension
Plan, at any date of determination, the amount determined by taking the
accumulated benefit obligation, as disclosed in accordance with Statement of
Accounting Standards No. 87, "Employers' Accounting for Pensions", over the fair
market value of Pension Plan assets.

                  "United States": the United States of America.

                  "Unrecognized Retiree Welfare Liability": with respect to any
Employee Benefit Plan that provides postretirement benefits other than pension
benefits, the amount of the transition obligation, as determined in accordance
with Statement of Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," as of the most recent
valuation date, that has not been recognized as an expense in an income
statement of the Parent Borrower and its Consolidated subsidiaries, provided
that, prior to the date such Statement is applicable to the Parent Borrower,
such amount shall be based on an estimate made in good faith of such transition
obligation.

                  "Unrestricted Intercompany Acquisition": (i) an Acquisition by
the Parent Borrower or any Guarantor from the Parent Borrower or any Subsidiary
of the Parent Borrower or (ii) an Acquisition by any such Subsidiary (other than
a Guarantor) from any such Subsidiary (other than a Guarantor).

                  "Unrestricted Intercompany Disposition": (i) a Disposition by
the Parent Borrower or any Subsidiary thereof to the Parent Borrower or any
Guarantor or (ii) a Disposition by any such Subsidiary (other than a Guarantor)
to any such Subsidiary (other than a Guarantor).

                  "Unrestricted Intercompany Indebtedness": (i) Indebtedness of
the Parent Borrower or any Guarantor to the Parent Borrower or any Subsidiary of
the Parent Borrower or (ii) Indebtedness of any such Subsidiary (other than a
Guarantor) to any such Subsidiary (other than a Guarantor).

                  "Unrestricted Intercompany Investment": (i) an Investment by
the Parent Borrower or any Subsidiary thereof in the Parent Borrower or any
Guarantor or (ii) an Investment by any such Subsidiary (other than a Guarantor)
in any such Subsidiary (other than a Guarantor).

                  "Unrestricted Intercompany Payment": (i) a Restricted Payment
made by any Subsidiary of the Parent Borrower to the Parent Borrower or any
Guarantor, to the extent received by the Parent Borrower or such Guarantor, as
the case may be, or (ii) a Restricted Payment made by any such Subsidiary (other
than a Guarantor) to any such Subsidiary (other than a Guarantor), to the extent
received by such Subsidiary.

                  "Wachovia Synthetic Lease Arrangement": the synthetic lease
arrangement by and among the Borrower, Wachovia Capital Markets, Inc. and
Wachovia Bank, N.A., as Agent, relating to the office building/headquarters
project located in Omaha, Nebraska (the "Initial Lease") and any replacement
Synthetic Lease relating to the same property, not greater in principal amount
than the original amount of the Initial Lease and on financial terms which the
Administrative Agent, acting in its sole discretion, deems not less advantageous
to the Lenders than the terms of the Initial Lease.

     1.2. Principles of Construction

          (a) All terms defined in a Loan Document shall have the meanings given
such terms therein when used in the other Loan Documents or any certificate,
opinion or other document made or delivered pursuant thereto to the extent not
otherwise provided therein.

          (b) As used in the Loan Documents and in any certificate, opinion or
other document made or delivered pursuant thereto, accounting terms not defined
in Section 1.1, and accounting terms partly defined in Section 1.1, to the
extent not defined, shall have the respective meanings given to them under GAAP.
If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in this Agreement, the Administrative Agent, the
Issuing Bank, the Swing Line Lender, the Lenders and the Parent Borrower shall
negotiate in good faith to amend such ratio or requirement to reflect such
change in GAAP (subject to the approval of the Required Lenders), provided that,
until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Parent Borrower
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement (or such other items as the
Administrative Agent may reasonably requested) setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP.

          (c) The words "hereof", "herein", "hereto" and "hereunder" and similar
words when used in a Loan Document shall refer to such Loan Document as a whole
and not to any particular provision thereof, and Section, schedule and exhibit
references contained therein shall refer to Sections thereof or schedules or
exhibits thereto unless otherwise expressly provided therein.

          (d) The phrase "may not" is prohibitive and not permissive.

          (e) Unless the context otherwise requires, words in the singular
number include the plural, and words in the plural include the singular.

          (f) Unless specifically provided in a Loan Document to the contrary,
any reference to a time shall refer to such time in New York.

          (g) Unless specifically provided in a Loan Document to the contrary,
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding".

          (h) References in any Loan Document to a fiscal period shall refer to
that fiscal period of the Parent Borrower.

          (i) The words "include" and "including", when used in each Loan
Document, shall mean that the same shall be included "without limitation",
unless otherwise expressly provided therein.

2.       AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT

         2.1.     Revolving Credit Loans

                  Subject to the terms and conditions of this Agreement, each
Lender severally (and not jointly) agrees to make revolving credit loans (each a
"Revolving Credit Loan" and, as the context may require, collectively with all
other Revolving Credit Loans of such Lender and with the Revolving Credit Loans
of all other Lenders, the "Revolving Credit Loans") to one or more of the
Borrowers in the Core Currencies from time to time during the Revolving Credit
Commitment Period, provided, however, that:

              (a) immediately after giving effect thereto, (i) such Lender's
         Revolving Credit Exposure shall not exceed such Lender's Revolving
         Credit Commitment Amount, (ii) the Aggregate Credit Exposure shall not
         exceed the Aggregate Revolving Credit Commitment Amount, and (iii) if
         such Revolving Credit is an Alternate Currency Revolving Credit Loan,
         the aggregate principal amount of all Alternate Currency Loans (in each
         case determined on the basis of the Dollar Equivalent thereof) shall
         not exceed $50,000,000, and

              (b) such Revolving Credit Loan, (i) if to be made in Dollars (each
         a "Dollar Revolving Credit Loan"), shall be made to the Parent
         Borrower, (ii) if to be made in Dutch Guilders, shall be made to a
         Dutch Borrower, (iii) if to be made in French Francs, shall be made to
         a French Borrower, (iv) if to be made in German Marks, shall be made to
         a German Borrower and (v) if to be made in Euros, shall be made to a
         European Borrower.

During the Revolving Credit Commitment Period, the Borrowers may borrow, prepay
in whole or in part and reborrow under the Revolving Credit Commitments, all in
accordance with the terms and conditions of this Agreement. Subject to the
provisions of Sections 2.3 and 3.3, at the option of the Parent Borrower, Dollar
Revolving Credit Loans may be made as (A) one or more ABR Advances, (B) one or
more Eurodollar Advances, or (C) a combination thereof. The outstanding
principal amount of the Revolving Credit Loans shall be due and payable on the
Revolving Credit Maturity Date.

         2.2.      Swing Line Loans

              (a) Subject to the terms and conditions hereof, the Swing Line
Lender agrees to make swing line loans (each a "Swing Line Loan" and,
collectively, the "Swing Line Loans") to the Parent Borrower in Dollars from
time to time during the Swing Line Commitment Period in an aggregate principal
amount at any one time outstanding not to exceed the Swing Line Commitment
Amount, provided, however, that, immediately after making each Swing Line Loan,
(i) the aggregate unpaid balance of the Swing Line Loans would not exceed the
Swing Line Commitment Amount and (ii) the Aggregate Credit Exposure would not
exceed the Aggregate Revolving Credit Commitment Amount. During the Swing Line
Commitment Period, the Parent Borrower may borrow, prepay in whole or in part
and reborrow under the Swing Line Commitment, all in accordance with the terms
and conditions of this Agreement. No Swing Line Loan shall be made prior to the
making of the first Revolving Credit Loans on the first Borrowing Date.

              (b) The Swing Line Lender shall not be obligated to make any Swing
Line Loan at a time when any Lender shall be in default of its obligations under
this Agreement unless arrangements to eliminate the Swing Line Lender's risk
with respect to such defaulting Lender's participation in such Swing Line Loan
shall have been made for the benefit of the Swing Line Lender and such
arrangements are in all respects satisfactory to the Swing Line Lender. The
Swing Line Lender will not make any Swing Line Loan if the Administrative Agent
or any Lender, by notice to the Swing Line Lender and the Parent Borrower no
later than one Business Day prior to the Borrowing Date with respect to such
Swing Line Loan, shall have determined that the conditions set forth in Section
6 have not been satisfied and such conditions remain unsatisfied as of the
requested time of the making such Swing Line Loan. Each Swing Line Loan shall be
due and payable on the earlier to occur of the last day of the Swing Line
Interest Period applicable thereto and the Swing Line Maturity Date.

              (c) Upon each receipt by a Lender of notice of an Event of Default
from the Administrative Agent pursuant to Section 10.5, such Lender shall
purchase unconditionally, irrevocably, and severally (and not jointly) from the
Swing Line Lender a participation in the outstanding Swing Line Loans (including
accrued interest thereon) in an amount (the "Swing Line Participation Amount")
equal to the product of its Commitment Percentage and the aggregate outstanding
principal amount of the Swing Line Loans plus all accrued and unpaid interest
thereon. Each Lender shall also be liable for an amount equal to the product of
its Commitment Percentage and any amounts paid by any Credit Party pursuant to
this Section that are subsequently rescinded or avoided, or must be otherwise
restored or returned. Such liabilities shall be absolute and unconditional and
without regard to the occurrence of any Default or the compliance by any Credit
Party with any of its obligations under the Loan Documents.

              (d) In furtherance of Section 2.2(c), upon each receipt by a
Lender of notice of an Event of Default from the Administrative Agent pursuant
to Section 10.5, such Lender shall promptly make available its Swing Line
Participation Amount to the Administrative Agent for the account of the Swing
Line Lender at the applicable Agent Payment Office, in Dollars, and in
immediately available funds. The Administrative Agent shall deliver the payments
made by each Lender pursuant to the immediately preceding sentence to the Swing
Line Lender promptly upon receipt thereof in like funds as received. Each Lender
shall indemnify and hold harmless the Administrative Agent and the Swing Line
Lender from and against any and all losses, liabilities (including liabilities
for penalties), actions, suits, judgments, demands, costs and expenses resulting
from any failure on the part of such Lender to pay, or from any delay in paying
the Administrative Agent any amount such Lender is required to pay in accordance
with this Section 2.2 (except in respect of losses, liabilities, actions, suits,
judgments, demands, costs and expenses suffered by the Administrative Agent or
the Swing Line Lender, as the case may be, resulting from the gross negligence
or willful misconduct of the Administrative Agent or the Swing Line Lender, as
the case may be), and such Lender shall be required to pay interest to the
Administrative Agent for the account of the Swing Line Lender from the date such
amount was due until paid in full, on the unpaid portion thereof, at a rate of
interest per annum equal to the Federal Funds Rate payable upon demand by the
Swing Line Lender. The Administrative Agent shall distribute such interest
payments to the Swing Line Lender upon receipt thereof in like funds as
received.

             (e) Whenever the Administrative Agent is reimbursed by any Credit
Party, for the account of the Swing Line Lender, for any payment in connection
with Swing Line Loans and such payment relates to an amount previously paid by a
Lender pursuant to this Section, the Administrative Agent will promptly pay over
such payment to such Lender.

     2.3.      Procedure for Borrowing

           (a) Revolving Credit Loans. Any Borrower may borrow under the
Revolving Credit Commitments on any Business Day or any Core Currency Business
Day, as the case may be, during the Revolving Credit Commitment Period, provided
that such Borrower or, if such Borrower is a Subsidiary Borrower, the Parent
Borrower, on behalf of such Borrower, shall notify the Administrative Agent by
the delivery of a Borrowing Request, which shall be sent by facsimile and shall
be irrevocable (confirmed promptly by the delivery to the Administrative Agent
of a Borrowing Request manually signed by such Borrower or the Parent Borrower,
on behalf of such Borrower, as the case may be), no later than: 11:00 a.m. three
Core Currency Business Days prior to the requested Borrowing Date, in the case
of Eurodollar Advances, 11:00 a.m. four Core Currency Business Days prior to the
requested Borrowing Date, in the case of Core Currency Euro Advances, and 10:00
a.m. on the requested Borrowing Date, in the case of ABR Advances, specifying
(i) the requested Borrowing Date, (ii) whether such borrowing is to consist of
one or more Eurodollar Advances, one or more Core Currency Euro Advances, ABR
Advances, or a combination thereof, and the amount of each thereof (stated in
the applicable Currency), and (iii) if the borrowing is to consist of one or
more Eurodollar Advances or Core Currency Euro Advances, the length of the Euro
Interest Period for each such Eurodollar Advance and Core Currency Euro Advance.
Notwithstanding anything to the contrary contained herein, (A) each Eurodollar
Advance to be made on a Borrowing Date, when aggregated with all amounts to be
converted to a Eurodollar Advance on such date and having the same Euro Interest
Period as such first Eurodollar Advance, shall equal no less than $5,000,000 or
such amount plus a whole multiple of $1,000,000 in excess thereof, (B) each Core
Currency Euro Advance to be made on a Borrowing Date, when aggregated with all
amounts to be converted to a Core Currency Euro Advance on such date and having
the same Euro Interest Period, and being denominated in the same Currency, as
such first Core Currency Euro Advance shall not be less than an amount in such
Currency having a Dollar Equivalent of approximately $2,500,000 or such amount
plus an amount in such Currency having a Dollar Equivalent of a whole multiple
of approximately $1,000,000 in excess thereof, and (C) each ABR Advance to be
made on a Borrowing Date shall equal no less than $1,000,000 or such amount plus
a whole multiple of $100,000 in excess thereof or, if less, the unused portion
of the Aggregate Revolving Credit Commitment Amount.

           (b) Swing Line Loans. The Parent Borrower may borrow under the Swing
Line Commitment on any Business Day during the Swing Line Commitment Period,
provided that the Parent Borrower shall notify the Administrative Agent and the
Swing Line Lender (by telephone or facsimile confirmed promptly by the delivery
to the Administrative Agent and the Swing Line Lender of a Borrowing Request
manually signed by the Parent Borrower) no later than: 3:00 p.m. on the
requested Borrowing Date, specifying (i) the aggregate principal amount to be
borrowed under the Swing Line Commitment, (ii) the requested Borrowing Date, and
(iii) the amount of, and the length of the Swing Line Interest Period for, each
Swing Line Loan. The Swing Line Lender will then, subject to its determination
that the terms and conditions of this Agreement have been satisfied and subject
to its agreement with the Parent Borrower on the Negotiated Rate to be
applicable thereto, make the requested amount available, in Dollars, and in
immediately available funds, promptly on that same day, to the Administrative
Agent at the applicable Agent Payment Office who, thereupon, will promptly make
such amount available to the Parent Borrower at the such Agent Payment Office,
in Dollars, and in immediately available funds. Each borrowing of Swing Line
Loans shall be in an aggregate principal amount equal to $500,000 or such amount
plus a whole multiple of $100,000 in excess thereof or, if less, the unused
portion of the Swing Line Commitment Amount.

           (c) Funding of Revolving Credit Loans. Upon receipt of each Borrowing
Request requesting Revolving Credit Loans, the Administrative Agent shall
promptly notify each Lender thereof. Subject to its receipt of the notice
referred to in the preceding sentence, each Lender will make the amount of its
Commitment Percentage of the requested Revolving Credit Loans available to the
Administrative Agent for the account of the applicable Borrower at the
applicable Agent Payment Office in the applicable Currency not later than (i)
11:00 a.m. (local time in the city in which such Agent Payment Office is
located), in the case of an Alternate Currency Revolving Credit Loan, and (ii)
2:00 p.m. (New York City time), in the case of a Dollar Revolving Credit Loan,
in each case on the on the relevant Borrowing Date requested by such Borrower or
the Parent Borrower, on behalf of such Borrower, as the case may be, in funds
immediately available to the Administrative Agent at such Agent Payment Office.
The amounts so made available to the Administrative Agent on such Borrowing Date
will then, subject to the satisfaction of the terms and conditions of this
Agreement, as determined by the Administrative Agent, be made available on such
Borrowing Date to such Borrower by the Administrative Agent at such Agent
Payment Office, in such Currency, and in immediately available funds, no later
than (A) 1:30 p.m. (local time in the city in which such Agent Payment Office is
located), in the case of an Alternate Currency Revolving Credit Loan, and (B)
3:00 p.m. (New York City time), in the case of a Dollar Revolving Credit Loan.

           (d) Failure to Fund. Unless the Administrative Agent shall have
received prior notice from a Lender (by telephone or otherwise, such notice to
be promptly confirmed by facsimile or other writing) that such Lender will not
make available to the Administrative Agent such Lender's Commitment Percentage
of the Revolving Credit Loans to be made on a Borrowing Date, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent on the Borrowing Date in accordance with this Section,
provided that such Lender received notice thereof from the Administrative Agent
in accordance with the terms hereof, and the Administrative Agent may, in
reliance upon such assumption, make available to the applicable Borrower on such
Borrowing Date a corresponding amount. If and to the extent such Lender shall
not have so made such amount available to the Administrative Agent, such Lender
and such Borrower severally agree to pay to the Administrative Agent, forthwith
on demand, such corresponding amount (to the extent not previously paid by the
other), together with interest thereon for each day from the date such amount is
made available to such Borrower until the date such amount is paid to the
Administrative Agent, at a rate per annum equal to, in the case of such
Borrower, the applicable interest rate set forth in Section 3.1, and, in the
case of such Lender, the Federal Funds Rate (or, in the case of each Alternate
Currency Loan, a rate determined by the Administrative Agent to be reflective of
the all-in cost of funds to the Administrative Agent in funding such Alternate
Currency Loan). Such payment by such Borrower, however, shall be without
prejudice to its rights against such Lender. If such Lender shall pay to the
Administrative Agent such corresponding amount, such amount so paid shall
constitute such Lender's Revolving Credit Loan as part of such Revolving Credit
Loans for purposes of this Agreement, which Revolving Credit Loan shall be
deemed to have been made by such Lender on the such Borrowing Date.

           (e) Borrower Accounts. Each Loan shall be made to the applicable
payment account of the applicable Borrower set forth in Exhibit P or the
Borrower Addendum, if any, executed and delivered with respect to such Borrower
pursuant to Section 2.12, as the case may be, or such other account which such
Borrower may from time to time specify by written notice to the Administrative
Agent and the Lenders.

     2.4.      Bid Procedure

           (a) Each Borrower may, provided that no Default shall have occurred
and be continuing, request Bids for one or more Bid Loans denominated in any
Currency during the Commitment Period by delivering, or, if such Borrower is a
Subsidiary Borrower, causing the Parent Borrower to deliver, on behalf of such
Borrower, by hand or facsimile to the Administrative Agent a duly completed Bid
Request no later than 12:00 noon: four Core Currency Business Days, in the case
of Alternate Currency Bid Loans, and one Business Day, in the case of Dollar Bid
Loans, in each case before the proposed Borrowing Date therefor. A request for
Bids that does not conform substantially to the format of Exhibit I may be
rejected in the Administrative Agent's sole discretion, and the Administrative
Agent shall promptly notify the applicable Borrower and, if such Borrower is a
Subsidiary Borrower, the Parent Borrower of such rejection by facsimile. Each
Bid Request shall specify (i) the amount of each Bid Loan (stated in the
applicable Currency), (ii) the proposed Borrowing Date therefor, and (iii) the
Bid Interest Period or Bid Interest Periods (which shall not exceed three
different Bid Interest Periods in a single Bid Request), with respect thereto.
Promptly after its receipt of each Bid Request that is not rejected as
aforesaid, the Administrative Agent shall send to each Lender an Invitation to
Bid, appropriately completed by the Administrative Agent with reference to such
Bid Request.

           (b) Each Lender may, in its sole and absolute discretion, make one or
more Bids in response to each Invitation to Bid. Each Bid by a Lender must be
received by the Administrative Agent not later than 9:30 a.m. one Core Currency
Business Day before the proposed Borrowing Date for a proposed Alternate
Currency Bid Loan and on the proposed Borrowing Date for a proposed Dollar Bid
Loan. Bids to make Bid Loans that do not conform substantially to the format of
Exhibit K may be rejected by the Administrative Agent after conferring with, and
upon the instruction of, the applicable Borrower and, if such Borrower is a
Subsidiary Borrower, the Parent Borrower, and the Administrative Agent shall
notify the Lender making such nonconforming bid of such rejection as soon as
practicable.  Each Bid shall be irrevocable and shall specify (i) the amount
(stated in the applicable Currency and which (A) shall be in a minimum principal
amount of $5,000,000 or such amount plus a whole multiple of $1,000,000 in
excess thereof (or, in the case of Alternate Currency Bid Loans, an amount in
the applicable Alternate Currency having a Dollar Equivalent of approximately
$5,000,000 or such amount plus an amount in the applicable Alternate Currency
having a Dollar Equivalent of a whole multiple of approximately $1,000,000 in
excess thereof), and (B) may equal the entire principal amount requested by such
Borrower) of such Bid Loan, (ii) the Bid Rate with respect to such Bid Loan, and
(iii) the Bid Interest Period with respect to such Bid Loan and the last day
thereof. If any Lender shall elect not to make a Bid, such Lender shall so
notify the Administrative Agent by facsimile not later than 9:30 a.m. one Core
Currency Business Day before the proposed Borrowing Date for a proposed
Alternate Currency Bid Loan and on the proposed Borrowing Date for a proposed
Dollar Bid Loan, provided, however, that the failure by any Lender to give any
such notice shall not obligate such Lender to make any Bid Loan in connection
with the relevant Bid Request or result in any other liability on the part of
such Lender.

           (c) With respect to each Invitation to Bid sent to the Lenders, the
Administrative Agent shall (i) promptly notify the applicable Borrower and, if
such Borrower is a Subsidiary Borrower, the Parent Borrower by facsimile of each
Bid made, the amount (stated in the applicable Currency) of the Bid Loan offered
thereby, and the identity of the Lender that made such Bid, and (ii) send a list
of all Bids to such Borrower and, if such Borrower is a Subsidiary Borrower, the
Parent Borrower for their respective records as soon as practicable after
completion of the bidding process. Each notice and list sent by the
Administrative Agent pursuant to this Section 2.4(c) shall list the Bids in
ascending yield order.

           (d) The applicable Borrower may in its sole and absolute discretion,
subject only to the provisions of this Section 2.4(d), accept or reject any Bid
made in accordance with the procedures set forth in this Section 2.4, and such
Borrower or, if such Borrower is a Subsidiary Borrower, the Parent Borrower, on
behalf of such Borrower, shall notify the Administrative Agent by telephone,
confirmed by facsimile in the form of a Bid Accept/Reject Letter, whether and to
what extent it has decided to accept or reject any or all of such Bids, not
later than 10:30 a.m.: one Core Currency Business Day before the proposed
Borrowing Date for a proposed Alternate Currency Bid Loan and on the proposed
Borrowing Date for a proposed Dollar Bid Loan, provided, however, that the
failure by such Borrower or the Parent Borrower, on behalf of such Borrower, as
the case may be, to give such notice shall be deemed to be a rejection of all
such Bids. In connection with each acceptance of one or more Bids by such
Borrower:

              (i) such Borrower shall not accept a Bid made at a particular Bid
        Rate if it has decided to reject any other Bid made at a lower Bid Rate
        and having the same Bid Interest Period as such Bid,

              (ii) the aggregate amount of the Bids accepted by such Borrower
        shall not exceed the principal amount specified in the Bid Request
        therefor (determined, in the case of each Alternate Currency Bid Loan,
        on the basis of the Dollar Equivalent thereof),

              (iii) if such Borrower shall desire to accept a Bid made at a
        particular Bid Rate and having a particular Bid Interest Period, it must
        accept all other Bids made at such Bid Rate and having such Bid Interest
        Period, provided, however, that, if the acceptance of all such other
        Bids would cause the aggregate amount of all such accepted Bids to
        exceed the amount requested (determined, in the case of each Alternate
        Currency Bid Loan, on the basis of the Dollar Equivalent thereof), then
        such acceptance shall be made pro rata in accordance with the amount of
        each such Bid at such Bid Rate and having such Bid Interest Period, and

              (iv) except pursuant to Section 2.4(d)(ii), no Bid shall be
        accepted unless the Bid Loan with respect thereto shall be in (1) a
        minimum principal amount of $5,000,000, or such amount plus a whole
        multiple of $1,000,000 in excess thereof (or, in the case of Alternate
        Currency Bid Loans, an amount in the applicable Alternate Currency
        having a Dollar Equivalent of approximately $5,000,000, or such amount
        plus an amount in the applicable Alternate Currency having a Dollar
        Equivalent of a whole multiple of approximately $1,000,000 in excess
        thereof), or (2) if less, an aggregate principal amount equal to the
        excess of the Aggregate Commitment Amount over the outstanding principal
        amount of all Loans (determined, in the case of each Alternate Currency
        Bid Loan, on the basis of the Dollar Equivalent thereof).

           (e) The Administrative Agent shall promptly notify each bidding
Lender whether or not each Bid of such Lender has been accepted (and, if so, in
what amount) by facsimile sent by the Administrative Agent, and, if such Bid has
been accepted by the applicable Borrower, in whole or in part, such bidding
Lender shall, after its receipt of such notice, make immediately available funds
in the applicable Currency and in the amount in which such Bid was so accepted
available, (i) in the case of Dollar Bid Loans, to the Administrative Agent at
the applicable Agent Payment Office, and (ii) in the case of Alternate Currency
Bid Loans, (A) directly to such Borrower, or (B) upon the occurrence and during
the continuance of an Event of Default, if directed by the Required Lenders and
with the consent of the Administrative Agent, to the Administrative Agent at the
applicable Agent Payment Office, in each case no later than 12:00 noon (local
time in the city in which such funds are to be made available in accordance with
the terms hereof) on the proposed Borrowing Date. The Administrative Agent will
make available to such Borrower at the applicable Agent Payment Office, in the
applicable Currency, and in immediately available funds, the aggregate of any
amount so made available by such Lender no later than 2:30 p.m. (such local
time) on such Borrowing Date. Notwithstanding anything to the contrary contained
herein, no Lender shall be obligated to make a Bid Loan if, immediately after
making such Bid Loan, (1) the outstanding principal amount of the Bid Loans of
all Lenders (determined, in the case of each Alternate Currency Bid Loan, on the
basis of the Dollar Equivalent thereof) would exceed $60,000,000, and (2) if
such Bid Loan is an Alternate Currency Bid Loan, the aggregate principal amount
of all Alternate Currency Loans (in each case determined on the basis of the
Dollar Equivalent thereof) would exceed $50,000,000.

           (f) A Bid Request shall not be made within five Business Days after
the date of any previous Bid Request, unless the applicable Borrower has
accepted one or more Bids pursuant to a Bid Request made within such five
Business Days.

           (g) If the Administrative Agent shall elect to submit a Bid in its
capacity as a Lender, it shall submit such bid directly to the applicable
Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower
fifteen minutes earlier than the latest time at which the other Lenders are
required to submit their bids to the Administrative Agent pursuant to Section
2.4(b).

           (h) All notices required by this Section 2.4 shall be given in
accordance with Section 11.2.

           (i) Each Bid Loan shall be due and payable on the last day of the Bid
Interest Period applicable thereto.

     2.5.     Termination or Reduction of Commitments

           (a) Voluntary Termination or Reductions. The Parent Borrower shall
have the right, upon at least three Business Days' prior written notice to the
Administrative Agent, (i) at any time when the Aggregate Credit Exposure shall
be zero, to terminate the Revolving Credit Commitments of all of the Lenders,
and (A) at any time and from time to time when the Aggregate Revolving Credit
Commitment Amount shall exceed the Aggregate Credit Exposure, to reduce
permanently the Aggregate Revolving Credit Commitment Amount by a sum not
greater than the amount of such excess, provided, however, that each such
reduction shall be in the amount of $5,000,000 or such amount plus a whole
multiple of $1,000,000 in excess thereof. Each of the Parent Borrower and the
Swing Line Lender shall have the right, upon at least three Business Days' prior
written notice to the other and the Administrative Agent, to terminate the Swing
Line Commitment and/or permanently reduce the Swing Line Commitment Amount,
provided, however, that each such reduction shall be in the amount of $1,000,000
or such amount plus a whole multiple of $1,000,000 in excess thereof.

           (b) Reductions in General. Each reduction of the Aggregate Revolving
Credit Commitment Amount shall be made by reducing each Lender's Revolving
Credit Commitment Amount by an amount equal to such Lender's Commitment
Percentage of such reduction.

     2.6.     Prepayments

           (a) Voluntary Prepayments. Each Borrower may, at its option, prepay
the Revolving Credit Loans or the Swing Line Loans, as the case may be, without
premium or penalty (but subject to Section 3.4), in full at any time or in part
from time to time by delivering, or, if such Borrower is a Subsidiary Borrower,
causing the Parent Borrower, on behalf of such Borrower, to deliver, to the
Administrative Agent an irrevocable written notice thereof at least one Business
Day's prior to the proposed prepayment date, in the case of Revolving Credit
Loans consisting of ABR Advances or Swing Line Loans, as the case may be, and at
least three Core Currency Business Days prior to the proposed prepayment date,
in the case of Revolving Credit Loans consisting of Eurodollar Advances or Core
Currency Euro Advances, as the case may be, in each case specifying whether the
Loans to be prepaid consist of Revolving Credit Loans or Swing Line Loans, and,
in the case of Revolving Credit Loans, whether such Revolving Credit Loans
consist of ABR Advances, Eurodollar Advances, Core Currency Euro Advances, or a
combination thereof, the amount to be prepaid (stated in the applicable
Currency), and the date of prepayment, whereupon the amount specified in such
notice shall be due and payable on the date specified. Upon receipt of such
notice, the Administrative Agent shall promptly notify each Lender thereof. Each
partial prepayment pursuant to this Section 2.6(a) shall be (i) in the case of
Swing Line Loans, in a minimum amount of $500,000 or such amount plus a whole
multiple of $100,000 in excess thereof, (ii) in the case of ABR Advances and
Eurodollar Advances, in a minimum amount of $1,000,000 or such amount plus a
whole multiple of $1,000,000 in excess thereof, and (iii) in the case of Core
Currency Euro Advances, in a minimum amount in the applicable Currency having an
Alternate Currency Equivalent of approximately $1,000,000 or such amount plus an
amount in the applicable Currency having an Alternate Currency Equivalent of a
whole multiple of approximately $100,000 in excess thereof. Except as otherwise
permitted by Sections 2.6(b) or 3.7, no Borrower shall, or shall be permitted
to, prepay any Bid Loan without the prior consent of the applicable Lender.

           (b) Aggregate Credit Exposure Prepayments. If, on the last day of any
calendar quarter, the Aggregate Credit Exposure shall exceed the Aggregate
Revolving Credit Commitment Amount, then the Borrowers shall prepay the Loans on
the immediately succeeding Business Day such that, immediately after giving
effect thereto, the Aggregate Credit Exposure shall not exceed the Aggregate
Revolving Credit Commitment Amount.

           (c) In General. Simultaneously with each prepayment hereunder, the
Borrowers shall prepay all accrued and unpaid interest on the amount prepaid
through the date of prepayment.

       2.7.     Use of Proceeds

                  Each Borrower agrees that the proceeds of the Loans shall be
used solely (i) to repay the Existing Indebtedness to the Original Lenders on
the Effective Date (including all accrued and unpaid interest on the principal
amount thereof and all amounts payable under Section 3.4 of the Original Credit
Agreement) (ii) to pay all of the Fees, (ii) to pay the reasonable out-of-pocket
fees and expenses incurred by the Borrowers in connection with the Loan
Documents, (iv) for the Borrowers' working capital purposes in the ordinary
course of business, and (v) for the Borrowers' general corporate purposes not
inconsistent with the provisions hereof. Notwithstanding anything to the
contrary contained in any Loan Document, each Borrower further agrees that no
part of the proceeds of any Loan, and no Letter of Credit, will be used,
directly or indirectly, for a purpose which violates any law, rule or regulation
of any Governmental Authority, including the provisions of Regulation T, U or X
of the Board of Governors of the Federal Reserve System, as amended.

       2.8.     Letter of Credit Sub-Facility

            (a) Subject to the terms and conditions of this Agreement, the
Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth
in Section 2.9, to issue standby letters of credit (the "Standby Letters of
Credit") or commercial (trade) letters of credit (the "Trade Letters of Credit"
and, together with the Standby Letters of Credit, the "Letters of Credit")
denominated in Dollars during the Revolving Credit Commitment Period for the
account of the Parent Borrower, provided that, immediately after the issuance of
each Letter of Credit, (i) the Letter of Credit Exposure of all Lenders (whether
or not the conditions for drawing under any Letter of Credit have or may be
satisfied) would not exceed the Letter of Credit Commitment Amount, and (ii) the
Aggregate Credit Exposure would not exceed the Aggregate Revolving Credit
Commitment Amount. Each Letter of Credit shall have an expiration date which
shall be not later than the earlier of (i) twelve months after the date of
issuance thereof or (ii) five Business Days before the Scheduled Revolving
Credit Commitment Termination Date. Each Letter of Credit which provides for
drawing by means of time drafts shall provide that no time draft shall have an
expiration date later than five Business Days before the Scheduled Revolving
Credit Commitment Termination Date. No Letter of Credit shall be issued if the
Administrative Agent, or any Lender by notice to the Administrative Agent no
later than 1:00 p.m. one Business Day prior to the requested date of issuance of
such Letter of Credit, shall have determined that any condition set forth in
Sections 5 or 6 has not been satisfied.

            (b) Each Letter of Credit shall be issued for the account of the
Parent Borrower in support of an obligation of the Parent Borrower or any
Subsidiary thereof in favor of a beneficiary who has requested the issuance of
such Letter of Credit as a condition to a transaction entered into in the
ordinary course of business. The Parent Borrower shall give the Administrative
Agent a Letter of Credit Request for the issuance of each Letter of Credit by no
later than 11:00 a.m. three Business Days prior to the requested date of
issuance. Each Letter of Credit Request shall be accompanied by the Issuing
Bank's standard letter of credit application, standard reimbursement agreement
(each a "Reimbursement Agreement") and such other documentation as the Issuing
Bank may reasonably require, executed by the Parent Borrower. Upon receipt of
such Letter of Credit Request from the Parent Borrower, the Administrative Agent
shall promptly notify the Issuing Bank and each other Lender thereof. Each
Letter of Credit shall be in form and substance reasonably satisfactory to the
Issuing Bank, with such provisions with respect to the conditions under which a
drawing may be made thereunder and the documentation required in respect of such
drawing as the Issuing Bank shall reasonably require. The Issuing Bank shall, on
the proposed date of issuance, and subject to the terms and conditions of the
Reimbursement Agreement and to the other terms and conditions of this Agreement,
issue the requested Letter of Credit.

            (c) Upon each payment by the Issuing Bank of a draft drawn under a
Letter of Credit, the Parent Borrower shall pay to the Administrative Agent, for
the account of the Issuing Bank, an amount equal to such payment.

            (d) Notwithstanding anything to the contrary contained herein or in
any Reimbursement Agreement, to the extent that the terms of this Agreement
shall be inconsistent with the terms of such Reimbursement Agreement, the terms
of this Agreement shall govern.

       2.9.     Letter of Credit Participation and Funding Commitments

            (a) Each Lender hereby unconditionally, irrevocably and severally
(and not jointly) for itself only and without any notice to or the taking of any
action by such Lender, takes an undivided participating interest in the
obligations of the Issuing Bank under and in connection with each Letter of
Credit in an amount equal to such Lender's Commitment Percentage of the amount
of such Letter of Credit. Each Lender shall be liable to the Issuing Bank for
its Commitment Percentage of (i) the unreimbursed amount of any draft drawn and
honored under each Letters of Credit, and (ii) any amounts paid by any Credit
Party pursuant to Sections 2.8(c) or 3.6 that are subsequently rescinded or
avoided, or must be otherwise restored or returned. Such liabilities shall be
unconditional and without regard to the occurrence of any Default or the
compliance by any Credit Party with the Loan Documents.

            (b) The Issuing Bank will promptly notify the Administrative Agent,
and the Administrative Agent will promptly notify each Lender (which notice
shall be promptly confirmed in writing) of the date and the amount of any draft
presented under each Letters of Credit with respect to which full reimbursement
is not made as provided in Section 2.8(c), and forthwith upon receipt of each
such notice, such Lender (other than the Issuing Bank in its capacity as a
Lender) shall make available to the Administrative Agent for the account of the
Issuing Bank its Commitment Percentage of the amount of such unreimbursed draft
at the office of the applicable Agent Payment Office, in Dollars, and in
immediately available funds, before 4:00 p.m. on the day such notice was given
by the Administrative Agent, if the relevant notice was given by the
Administrative Agent at or prior to 1:00 p.m. on such day, and before 12:00
noon, on the next Business Day, if the relevant notice was given by the
Administrative Agent after 1:00 p.m. on such day. The Administrative Agent shall
distribute the payments made pursuant to the immediately preceding sentence to
the Issuing Bank promptly upon receipt thereof in like funds as received. Each
Lender shall indemnify and hold harmless the Administrative Agent and the
Issuing Bank from and against any and all losses, liabilities (including
liabilities for penalties), actions, suits, judgments, demands, costs and
expenses (including reasonable attorneys' fees and expenses and an
administration fee of not less than $100 payable to the Issuing Bank as the
issuer of the relevant Letter of Credit) resulting from any failure on the part
of such Lender to perform its obligations under this Section 2.9 (except in
respect of losses, liabilities, actions, suits, judgments, demands, costs and
expenses incurred by the Issuing Bank to the extent resulting from the gross
negligence or willful misconduct of the Issuing Bank). If a Lender does not make
any payment required under this Section when due, such Lender shall be required
to pay interest to the Administrative Agent for the account of the Issuing Bank
(upon demand therefor) the amount of such payment at a rate of interest per
annum equal to the Federal Funds Rate from the due date of such payment until
the date such payment is received by the Administrative Agent. The
Administrative Agent shall distribute such interest payments to the Issuing Bank
upon receipt thereof in like funds as received.

            (c) Whenever the Issuing Bank is reimbursed by any Credit Party or
the Administrative Agent is reimbursed by any Credit Party, for the account of
the Issuing Bank, for any payment under a Letter of Credit and such payment
relates to an amount previously paid by a Lender pursuant to this Section, the
Administrative Agent (or the Issuing Bank, to the extent that it has received
the same) will pay over such payment to such Lender (i) before 4:00 p.m. on the
day such payment from such Credit Party is received, if such payment is received
at or prior to 1:00 p.m. on such day, or (ii) before 12:00 noon on the next
succeeding Business Day, if such payment from such Credit Party is received
after 1:00 p.m. on such day.

            (d) The Lenders and the Borrowers hereby acknowledge and agree that
the Existing Letters of Credit constitute Letters of Credit hereunder and the
Borrowers acknowledge and agree that they are jointly and severally obligated
with respect to the Letter of Credit Exposure related thereto.

       2.10.    Absolute Obligation With Respect to Letter of Credit Payments

                  The Parent Borrower's obligation to reimburse the
Administrative Agent for the account of the Issuing Bank in respect of each
payment under or in respect of the Letters of Credit shall be absolute and
unconditional under any and all circumstances and irrespective of any set-off,
counterclaim or defense to payment which any Credit Party may have or have had
against the beneficiary of such Letter of Credit, the Administrative Agent, the
Issuing Bank, the Swing Line Lender, any Lender or any other Person, including
any defense based on the failure of any drawing to conform to the terms of such
Letter of Credit, any drawing document proving to be forged, fraudulent or
invalid, or the legality, validity, regularity or enforceability of such Letter
of Credit, provided that, with respect to any Letter of Credit, the foregoing
shall not relieve the Issuing Bank of any liability it may have to the Parent
Borrower for any actual damages sustained by the Parent Borrower arising from a
wrongful payment under such Letter of Credit made as a result of the Issuing
Bank's gross negligence, willful misconduct or failure to meet the applicable
standard of care required under UPC 500 issued by the International Chamber of
Commerce (or any customs or practices published in substitution or in lieu
thereof).

       2.11.    Payments

            (a) Except as otherwise specifically provided in this Agreement,
each payment, including each prepayment, of principal and interest on the Loans,
the Facility Fee, the Letter of Credit Commissions and all other fees to be paid
to the Administrative Agent, the Issuing Bank, the Swing Line Lender and the
Lenders in connection with the Loan Documents (the Facility Fee and the Letter
of Credit Commissions, together with all of such other fees, being sometimes
hereinafter collectively referred to as the "Fees") shall be made by the
Borrowers to the Administrative Agent at the applicable Agent Payment Office in
funds immediately available to the Administrative Agent at such office by 12:00
noon (local time in the city in which such Agent Payment Office is located) on
the due date for such payment, provided, however, that, unless an Event of
Default has occurred and is continuing and the Required Lenders have directed
the Administrative Agent and the Borrowers to the contrary, and the
Administrative Agent shall have consented thereto, each payment, including each
prepayment, of principal and interest on the Alternate Currency Bid Loans shall
be made directly by the applicable Borrower to the applicable Lender by 12:00
noon (local time in the city in which such payment is to be made in accordance
with the terms hereof), and such Lender and such Borrower or, if such Borrower
is a Subsidiary Borrower, the Parent Borrower, on behalf of such Borrower, shall
promptly notify the Administrative Agent of the date and amount of such payment.
The failure of the applicable Borrower to make any such payment by such time
shall not constitute a default hereunder, provided that such payment is made on
such due date, but any such payment made after 2:00 p.m. (local time in the city
in which such payment is to be made in accordance with the terms hereof) on such
due date shall be deemed to have been made on the next Business Day or Core
Currency Business Day, as the case may be, for the purpose of calculating
interest on amounts outstanding on the applicable Loans. Subject to Section
9.2(b), promptly upon receipt thereof by the Administrative Agent, (i) each
payment of principal and interest on the Loans shall be remitted by the
Administrative Agent in like funds as received to the Swing Line Lender and each
Lender pro rata according to its Outstanding Percentage of the Loans, and (ii)
each payment of the Facility Fee shall be remitted by the Administrative Agent
in like funds as received to each Lender pro rata according to such Lender's
Revolving Credit Commitment Amount or, if the Revolving Credit Commitments shall
have terminated or been terminated, according to the outstanding principal
amount of such Lender's Revolving Credit Loans.

            (b) Notwithstanding anything to the contrary contained in any Loan
Document, each payment (including each prepayment) of principal and interest on
each Alternate Currency Loan shall be made solely in the Currency in which such
Alternate Currency Loan is denominated.

            (c) If any payment hereunder or under any Reimbursement Agreement
shall be due and payable on a day which is not a Business Day or a Core Currency
Business Day, as the case may be, the due date thereof (except as otherwise
provided herein) shall be extended to the next Business Day or Core Currency
Business Day, as the case may be, and (except with respect to payments in
respect of the Fees) interest shall be payable at the applicable rate specified
herein during such extension, provided, however, that, if such next Business Day
or Core Currency Business Day, as the case may be, is after the Revolving Credit
Maturity Date or the Swing Line Maturity Date, as the case may be, any such
payment shall be due on the immediately preceding Business Day or Core Currency
Business Day, as the case may be.

       2.12.    Addition and Removal of Subsidiary Borrowers; Addition of
                Non-Core Currencies

           (a)  Addition and Removal of Subsidiary Borrowers

                (i) Provided  that no Default has occurred and is then
           continuing, the Parent Borrower may from time to time direct that any
           of its Qualified Subsidiaries which is not then a Subsidiary Borrower
           become a Subsidiary Borrower by submitting a Borrower Addendum to the
           Administrative Agent with respect to such Subsidiary, together with
           (A) a certificate, dated the date of such Borrower Addendum, of the
           Secretary or Assistant Secretary of such Subsidiary and substantially
           in the form of, and with substantially the same attachments as, the
           certificate which would have been required under Section 5.1 if such
           Subsidiary had become a party hereto on the Effective Date, and (B)
           an opinion of counsel (excluding opinions of foreign counsel) to such
           Subsidiary in all respects reasonably satisfactory to the
           Administrative Agent, provided that, to the extent that any such
           certificate, attachment or opinion is not in English, it shall be
           accompanied by a certified English translation thereof. Upon receipt
           of such Borrower Addendum and all of the supporting items referred to
           in clauses (A) and (B) of this Section 2.12(a)(i), the Administrative
           Agent shall confirm such Borrower Addendum by signing a copy thereof
           and shall deliver a copy thereof to the Parent Borrower, the Issuing
           Bank, the Swing Line Lender and each Lender, at which time such
           Subsidiary shall become a "Subsidiary Borrower" hereunder.

                (ii) Removal of Subsidiary Borrowers. The Parent Borrower may
           from time to time direct that any Inactive Subsidiary Borrower cease
           to be a Subsidiary Borrower by submitting written notice thereof to
           the Administrative Agent. Upon receipt of such notice, the
           Administrative Agent shall confirm such notice by signing a copy
           thereof and shall deliver a copy thereof to the Parent Borrower and
           each Lender, at which time such Inactive Subsidiary Borrower shall
           cease to be a "Subsidiary Borrower" hereunder.

           (b) Addition of Non-Core Currencies. Provided that no Default has
occurred and is then continuing, the Parent Borrower may from time to time
request that any currency which is not then a Non-Core Currency become a
Non-Core Currency by submitting a Currency Addendum with respect to such
currency to the Administrative Agent. Upon receipt of such Currency Addendum,
the Administrative Agent shall confirm such Currency Addendum by signing a copy
thereof and shall deliver a copy thereof to the Parent Borrower, the Issuing
Bank, the Swing Line Lender and each Lender. In the event that the
Administrative Agent consents (which consent shall not be unreasonably withheld)
to such currency becoming a Non-Core Currency in a writing delivered to the
Parent Borrower on or prior to the third day following the date of such Currency
Addendum, then, on the fourth day following such Currency Addendum, such
currency shall become a "Non-Core Currency".

       2.13.   Records

           (a) Lender Records. Each of the Lenders and the Swing Line Lender
will note on its internal records with respect to each Loan made by it: (i) the
date of such Loan and the identity of the Borrower to whom such Loan was made,
(ii) whether such Loan is a Revolving Credit Loan, a Bid Loan, or a Swing Line
Loan, (iii) in the case of each Revolving Credit Loan, (A) whether such Loan
consists of one or more ABR Advances, one or more Eurodollar Advances, one or
more Core Currency Euro Advances, or a combination thereof, and the amount of
each thereof (stated in the applicable Currency), (B) the interest rate (without
regard to the Applicable Margin) applicable to each Advance, and (C) in the case
of each Eurodollar Advance and each Core Currency Euro Advance, the Euro
Interest Period applicable thereto, (iv) in the case of each Bid Loan and each
Swing Line Loan, (A) the Bid Rate or the Negotiated Rate, as the case may be,
applicable thereto, and (B) the Bid Interest Period or the Swing Line Period, as
the case may be, applicable thereto, and (v) each payment and prepayment of the
principal of such Loan.

           (b) Administrative Agent Records. The Administrative Agent shall keep
records regarding the Loans, the Letters of Credit and the Loan Documents in
accordance with its customary procedures for agented credits.

           (c) Prima Facie Evidence. The entries made in the records maintained
pursuant to Sections 2.13(a) and (b) shall, to the extent not prohibited by
applicable law and not otherwise inconsistent with any entries made in the
Notes, be prima facie evidence of the existence and amount of the obligations of
the Borrowers recorded therein; provided that the failure of the Administrative
Agent, the Swing Line Lender or any Lender, as the case may be, to make any
notation on its records shall not affect the respective obligations of the
Credit Parties in respect of the Loan Documents.

           (d) Notes. Upon the request of any Lender or the Swing Line Lender,
as the case may be, to the Administrative Agent and the Parent Borrower, with
respect to any Loan made by such Lender or the Swing Line Lender, as the case
may be, the Parent Borrower agrees to execute and deliver (or cause the
applicable Subsidiary Borrower to execute and deliver), at the Parent Borrower's
own cost and expense, to the Administrative Agent (for delivery to such Lender
or the Swing Line Lender, as the case may be) a promissory note of the
applicable Borrower evidencing such Loan, substantially in the form of Exhibit
Q-1, Q-2 or Q-3, as the case may be, payable to the order of such Lender or the
Swing Line Lender, as the case may be, and dated the Effective Date.

3.       INTEREST, FEES, CONVERSIONS AND YIELD PROTECTIONS

     3.1.  Interest Rates and Payment Dates

           (a) Prior to Maturity. Except as otherwise provided in Section
3.1(b), prior to maturity, the Loans shall bear interest on the outstanding
principal amount thereof at the applicable interest rate or rates per annum set
forth below:

  ADVANCES/LOANS                       RATE
  --------------                       ----
  Each ABR Advance              Alternate Base Rate.

  Each Eurodollar Advance       Eurodollar Rate for the applicable Euro
                                Interest Period plus the Applicable Margin.

  Each Core Currency Euro       Core Currency Euro Rate for the applicable
  Advance                       Euro Interest Period plus the Applicable Margin.

  Each Bid Loan                 Bid Rate applicable thereto for the
                                applicable Bid Interest Period.

  Each Swing Line Loan          Negotiated Rate applicable thereto for the
                                applicable Swing Line Interest Period.

           (b) Default Rate. Upon the occurrence and during the continuance of
an Event of Default under Section 9.1(a) or (b), (i) the unpaid principal amount
of any Loans shall bear interest payable on demand at a rate per annum (whether
before or after the entry of a judgment thereon) equal to (A) in the case of
each Dollar Bid Loan and each Swing Line Loan, 2% plus the Bid Rate or the
Negotiated Rate, as the case may be, applicable thereto until the last day of
the Bid Interest Period or the Swing Line Interest Period, as the case may be,
applicable thereto and, thereafter, 2% plus the Alternate Base Rate, (B) in the
case of each Alternate Currency Bid Loan, 2% plus the Bid Rate applicable
thereto until the last day of the Bid Interest Period applicable thereto and,
thereafter, 2% plus the rate determined by the applicable Lender to be
reflective of the all-in cost of funds to such Lender with respect thereto, and
(C) in all other cases, 2% plus the rate which would be otherwise applicable
under Section 3.1(a), and (ii) any overdue interest or other amount payable
under the Loan Documents shall bear interest (whether before or after the entry
of a judgment thereon) payable on demand at a rate per annum equal to 2% plus
the Alternate Base Rate.

           (c) In General. Interest on all Loans shall be calculated on the
basis of a 360-day year for the actual number of days elapsed, except that
interest on (i) ABR Advances, to the extent based on the BNY Rate, and (ii) Bid
Loans denominated in Canadian Dollars or Pounds Sterling, in each case shall be
calculated on the basis of a 365- or 366-day year (as the case may be) for the
actual number of days elapsed. Except as otherwise expressly provided herein,
interest shall be payable in arrears on each Interest Payment Date and upon each
payment (including prepayment) of the Loans. Any change in the interest rate on
the Loans resulting from a change in the Alternate Base Rate or reserve
requirements shall become effective as of the opening of business on the day on
which such change shall become effective. The Administrative Agent shall, as
soon as practicable, notify the Parent Borrower, the Issuing Bank, the Swing
Line Lender and the Lenders of the effective date and the amount of each such
change in the BNY Rate, but any failure to so notify shall not in any manner
affect the obligation of any Borrower to pay interest on the Loans in the
amounts and on the dates required. Each determination of a rate of interest by
the Administrative Agent or BNY, as the case may be, pursuant to the Loan
Documents shall be conclusive and binding on all parties hereto absent manifest
error. Each Borrower acknowledges that to the extent interest payable on ABR
Advances is based on the BNY Rate, such rate is only one of the bases for
computing interest on loans made by the Lenders, and by basing interest payable
on ABR Advances on the BNY Rate, the Lenders have not committed to charge, and
no Borrower has in any way bargained for, interest based on a lower or the
lowest rate at which any Lender may now or in the future make loans to other
borrowers.

     3.2.      Fees

           (a) Facility Fee. The Parent Borrower agrees to pay to the
Administrative Agent, for the account of the Lenders in accordance with each
Lender's Commitment Percentage, a fee (the "Facility Fee"), during the Revolving
Credit Commitment Period, at a rate per annum equal to the Applicable Margin
applicable thereto on the average daily Aggregate Revolving Credit Commitment
Amount, regardless of usage. The Facility Fee shall be payable (i) quarterly in
arrears on the last day of each March, June, September and December during the
Revolving Credit Commitment Period, commencing on the first such day following
the Effective Date, (ii) on the date of any reduction in the Aggregate Revolving
Credit Commitment Amount (to the extent of the amount which shall have accrued
on the amount of such reduction), and (iii) on the Revolving Credit Maturity
Date. The Facility Fee shall be calculated on the basis of a 360-day year for
the actual number of days elapsed.

           (b) Letter of Credit Commissions. The Parent Borrower agrees to pay
to the Administrative Agent, for the account of the Lenders in accordance with
each Lender's Commitment Percentage, commissions (the "Letter of Credit
Commissions") with respect to the Letters of Credit for the period from and
including the date of issuance of each thereof to and including the expiration
date thereof, at a rate per annum equal to (i) with respect to Standby Letters
of Credit, the Applicable Margin applicable thereto in effect on the date of
issuance thereof, and (ii) with respect to Trade Letters of Credit, the
Applicable Margin applicable thereto in effect on the date of issuance thereof,
in each case on the average daily maximum amount available under any contingency
to be drawn under such Letter of Credit. The Letter of Credit Commissions shall
be (A) calculated on the basis of a 360-day year for the actual number of days
elapsed and (B) payable quarterly in arrears on the last day of each March,
June, September and December of each year and on the Revolving Credit Commitment
Termination Date.

           (c) Agent's and Issuing Bank's Fees. Each Borrower agrees to pay (i)
to the Administrative Agent, for its own account, such other fees, if any, as
have been agreed to in writing by such Borrower and the Administrative Agent and
(ii) to the Issuing Bank, for its own account, such other fees, if any, as have
been agreed to in writing by such Borrower and the Issuing Bank.

      3.3.     Conversions; Concerning Interest Periods

           (a) Each applicable Borrower may elect from time to time to convert
one or more Eurodollar Advances to ABR Advances by giving, or, if such Borrower
is a Subsidiary Borrower, by causing the Parent Borrower, on behalf of such
Borrower, to give, the Administrative Agent at least two Business Day's prior
irrevocable notice of such election, specifying the amount to be converted,
provided, that any such conversion of Eurodollar Advances shall only be made on
the last day of the Interest Period applicable thereto, except as otherwise
provided in Section 3.7. In addition, each applicable Borrower may elect from
time to time to convert (i) ABR Advances to Eurodollar Advances, (ii) Eurodollar
Advances to new Eurodollar Advances by selecting a new Euro Interest Period
therefor, and (iii) Core Currency Euro Advances to new Core Currency Euro
Advances in the same applicable Currency by selecting a new Euro Interest Period
therefor, in each case by giving, or, if such Borrower is a Subsidiary Borrower,
by causing the Parent Borrower, on behalf of the Borrower, to give, the
Administrative Agent at least three Core Currency Business Days' prior
irrevocable notice of such election, specifying the amount to be so converted
and the initial Euro Interest Period relating thereto, provided that any such
conversion of ABR Advances to Eurodollar Advances shall only be made on a Core
Currency Business Day and, except as otherwise provided in Section 3.7, any such
conversion of Eurodollar Advances to new Eurodollar Advances or Core Currency
Euro Advances to new Core Currency Euro Advances, as the case may be, shall only
 be made on the last day of the Euro Interest Period applicable to the
Eurodollar Advances or Core Currency Euro Advances, as the case may be, which
are to be converted to such new Eurodollar Advances or such new Core Currency
Euro Advances, as the case may be. Each such notice shall be irrevocable and
shall be promptly confirmed by delivery to the Administrative Agent of a Notice
of Conversion manually signed by the applicable Borrower or, if such Borrower is
a Subsidiary Borrower, the Parent Borrower, on behalf of such Borrower, as the
case may be. The Administrative Agent shall promptly notify each Lender (by
telephone or otherwise, such notice to be confirmed by facsimile or other
writing) of each such election. Advances may be converted pursuant to this
Section in whole or in part, provided that (A) the amount to be converted to
each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made
on such date in accordance with Section 2.3 and having the same Euro Interest
Period as such first Eurodollar Advance, shall equal no less than $5,000,000 or
such amount plus a whole multiple of $1,000,000 in excess thereof, and (B) the
amount to be converted to each Core Currency Euro Advance, when aggregated with
any Core Currency Euro Advance to be made on such date in accordance with
Section 2.3 and having the same Euro Interest Period, and being denominated in
the same applicable Currency, as such first Core Currency Euro Advance, shall
equal no less than an amount in such Currency having a Dollar Equivalent of
approximately $2,500,000 or such amount plus an amount in such Currency having a
Dollar Equivalent of a whole multiple of approximately $1,000,000 in excess
thereof.

          (b) Notwithstanding anything in this Agreement to the contrary, upon
the occurrence and during the continuance of an Event of Default, no Borrower
shall have the right to elect to convert any existing ABR Advance to a new
Eurodollar Advance or to convert any existing Eurodollar Advance to a new
Eurodollar Advance. In such event, except as otherwise provided in Section 3.7,
(i) each ABR Advance shall be automatically continued as an ABR Advance, (ii)
each Eurodollar Advance shall be automatically converted to an ABR Advance on
the last day of the Euro Interest Period applicable thereto, and (iii) each Core
Currency Euro Advance shall, on the last day of the Euro Interest Period
applicable thereto, be automatically converted to a new Core Currency Euro
Advance in the same applicable Currency with a one month Euro Interest Period.

          (c) Each conversion shall be effected by each Lender by applying the
proceeds of its new ABR Advance, new Eurodollar Advance or new Core Currency
Euro Advance, as the case may be, to its Advances (or portion thereof) being
converted (it being understood that any such conversion shall not constitute a
borrowing for purposes of Sections 4, 5 or 6).

          (d) Notwithstanding anything to the contrary contained in any Loan
Document, if the applicable Borrower or, if such Borrower is a Subsidiary
Borrower, the Parent Borrower, on behalf of such Borrower, shall have failed,
for any reason, to elect a Eurodollar Advance or Core Currency Euro Advance, as
the case may be, under Sections 2.3 or 3.3, as the case may be, in connection
with any borrowing of new Loans or expiration of a Euro Interest Period with
respect to any existing Eurodollar Advance or Core Currency Euro Advance, as the
case may be, the amount of the Loans subject to such borrowing or such existing
Eurodollar Advance or Core Currency Euro Advance, as the case may be, shall,
except as otherwise provided in Section 3.7, thereafter be (i) in the case of a
Eurodollar Advance, an ABR Advance, and (ii) in the case of a Core Currency Euro
Advance, a new Core Currency Euro Advance in the same applicable Currency with a
one month Euro Interest Period, in each case until such time, if any, as such
Borrower shall elect a new Eurodollar Advance or Core Currency Euro Advance, as
the case may be, pursuant to Section 3.3.

          (e) Neither Bid Loans nor Swing Line Loans may be converted.

          (f) At no time shall the aggregate outstanding number (whether as a
result of borrowings or conversions), of (i) all Eurodollar Advances exceed ten,
(ii) all Core Currency Euro Advances exceed eight, and (iii) all Swing Line
Interest Periods exceed three.

     3.4.     Indemnification for Loss

                  Notwithstanding anything contained herein to the contrary, (i)
if any Borrower shall fail for any reason to borrow or convert from or into any
Fixed Rate Loan on the date specified therefor in the applicable Borrowing
Request, Notice of Conversion, or Bid, as the case may be, or (ii) if any Fixed
Rate Loan to such Borrower shall terminate for any reason prior to the last day
of the Euro Interest Period, Bid Interest Period or Swing Line Interest Period,
as the case may be, applicable thereto, or (iii) if such Fixed Rate Loan is
repaid or prepaid, in whole or in part, for any reason prior to the last day of
the Euro Interest Period, Bid Interest Period or Swing Line Interest Period, as
the case may be, applicable thereto, such Borrower agrees to indemnify each
applicable Lender or the Swing Line Lender, as the case may be, against, and to
pay on demand directly to such Lender or the Swing Line Lender, as the case may
be, the amount (calculated by such Lender or the Swing Line Lender, as the case
may be, using any method chosen by it which is customarily used by it for such
purpose) equal to any loss or out-of-pocket expense (excluding loss of margin)
suffered by such Lender or the Swing Line Lender, as the case may be, as a
result of such failure to borrow or convert or such termination, repayment or
prepayment, including any loss, cost or expense suffered by such Lender or the
Swing Line Lender, as the case may be, in liquidating or employing deposits
acquired to fund or maintain the funding of its Fixed Rate Loans to such
Borrower, or redeploying funds prepaid or repaid, in amounts which correspond to
such Fixed Rate Loans, and any internal processing charge customarily charged by
such Lender or the Swing Line Lender, as the case may be, in connection
therewith.

     3.5.     Capital Adequacy

                  If the amount of capital required to be maintained by any
Lender, the Issuing Bank or the Swing Line Lender, as the case may be, or any
Person directly or indirectly owning or controlling such Lender, the Issuing
Bank or the Swing Line Lender, as the case may be (each a "Control Person"),
shall be affected by the occurrence of a Regulatory Change and such Lender, the
Issuing Bank or the Swing Line Lender, as the case may be, shall have determined
that such Regulatory Change shall have had or will thereafter have the effect of
reducing (i) the rate of return on capital of such Lender, the Issuing Bank, the
Swing Line Lender or such Control Person, as the case may be, or (ii) the asset
value to such Lender, the Issuing Bank, the Swing Line Lender or such Control
Person, as the case may be, of the Loans, Letters of Credit, Revolving Credit
Commitments, Letter of Credit Commitment or Swing Line Commitment made or
maintained by such Lender, the Issuing Bank or the Swing Line Lender, as the
case may be, to a level below that which such Lender, the Issuing Bank, the
Swing Line Lender or such Control Person, as the case may be, could have
achieved or would thereafter be able to achieve but for such Regulatory Change
(after taking into account its policies regarding capital adequacy) by an amount
deemed by such Lender, the Issuing Bank or the Swing Line Lender, as the case
may be, to be material to such Lender, the Issuing Bank, the Swing Line Lender
or such Control Person, as the case may be, then the Borrowers severally agree
to pay to such Lender, the Issuing Bank, the Swing Line Lender or such Control
Person, as the case may be, within ten days after demand by such Lender, the
Issuing Bank or the Swing Line Lender, such additional amount or amounts as
shall be sufficient to compensate such Lender, the Issuing Bank, the Swing Line
Lender or such Control Person, as the case may be, for such reduction (which
demand shall be accompanied by a statement setting forth the calculations of
such additional amount or amounts which statement shall be conclusive absent
manifest error).

     3.6.     Reimbursement for Increased Costs

                  If any Lender, the Issuing Bank or the Swing Line Lender, as
the case may be, shall determine that a Regulatory Change does or shall impose,
modify or make applicable any reserve, special deposit, compulsory loan,
assessment, increased cost or similar requirement against assets held by, or
deposits of, or advances or loans by, or other credit extended by, or any other
acquisition of funds by, any office of such Lender in respect of its Fixed Rate
Loans or Letter of Credit, as the case may be, which is not otherwise included
in the determination of a Eurodollar Rate, Core Currency Euro Rate, Bid Rate or
Negotiated Rate, as the case may be, and the result of any of the foregoing is
to increase the cost to such Lender, the Issuing Bank or the Swing Line Lender,
as the case may be, of making, renewing, converting or maintaining its Fixed
Rate Loans or Letters of Credit, as the case may be, or its commitment to make
such Fixed Rate Loans or the Letters of Credit, as the case may be, or to reduce
any amount receivable under the Loan Documents in respect of its Fixed Rate
Loans or Letters of Credit, as the case may be, then, in any such case, the
Borrowers severally agree to pay such Lender, the Issuing Bank or the Swing Line
Lender, as the case may be, within ten days after demand therefor, such
additional amounts as is sufficient to compensate such Lender, the Issuing Bank
or the Swing Line Lender, as the case may be, for such additional cost or
reduction in such amount receivable which it deems to be material as determined
by it (which demand shall be accompanied by a statement setting forth the
calculations of such additional amounts which statement shall be conclusive
absent manifest error).

     3.7.     Illegality of Funding

                  Notwithstanding any other provision hereof, if any Lender or
the Swing Line Lender, as the case may be, shall reasonably determine that any
law, regulation, treaty or directive, or any change therein or in the
interpretation or application thereof, shall make it unlawful for such Lender or
the Swing Line Lender, as the case may be, to make or maintain any Fixed Rate
Loan as contemplated by this Agreement, such Lender or the Swing Line Lender, as
the case may be, shall promptly notify the Parent Borrower and the
Administrative Agent thereof, and (i) the commitment or other obligation of such
Lender or the Swing Line Lender, as the case may be, to make such Fixed Rate
Loans or convert ABR Advances to Eurodollar Advances or Core Currency Euro
Advances to new Core Currency Euro Advances, as the case may be, shall forthwith
be suspended, (ii) such Lender or the Swing Line Lender, as the case may be,
shall fund its portion of each requested Eurodollar Advance as an ABR Advance,
(iii) such Lender's or the Swing Line Lender's, as the case may be, Loans then
outstanding as such Eurodollar Advances, if any, shall be converted
automatically to an ABR Advance on the last day of the then current Euro
Interest Period applicable thereto or at such earlier time as may be required,
and (iv) in the case of each Core Currency Euro Advance, each Bid Loan and each
Swing Line Loan, the applicable Borrower shall take such action as such Lender
or the Swing Line Lender, as the case may be, may reasonably request with a view
to minimizing the obligations of such Borrower under Section 3.4. If the
commitment of any Lender or the Swing Line Lender, as the case may be, with
respect to Fixed Rate Loans is suspended pursuant to this Section and such
Lender shall have obtained actual knowledge that it is once again legal for such
Lender or the Swing Line Lender, as the case may be, to make or maintain Fixed
Rate Loans, such Lender or the Swing Line Lender, as the case may be, shall
promptly notify the Administrative Agent and the Parent Borrower thereof and,
upon receipt of such notice by each of the Administrative Agent and the Parent
Borrower, such Lender's or the Swing Line Lender's, as the case may be,
commitment to make or maintain Fixed Rate Loans shall be reinstated.

     3.8.     Substituted Interest Rate

                  In the event that (i) the Administrative Agent or BNY shall
have determined (which determination shall be conclusive and binding upon the
Borrowers) that by reason of circumstances affecting the interbank market either
adequate or reasonable means do not exist for ascertaining the Eurodollar Rate
or Core Currency Euro Rate, as the case may be, applicable pursuant to Section
3.1 or (ii) the Required Lenders shall have notified the Administrative Agent
that they have determined (which determination shall be conclusive and binding
on the Borrowers) that the applicable Eurodollar Rate or Core Currency Euro
Rate, as the case may be, will not adequately and fairly reflect the cost to
such Lenders of maintaining or funding loans bearing interest based on such
Eurodollar Rate or Core Currency Euro Rate, as the case may be, with respect to
any portion of the Loans that any Borrower has requested be made as Eurodollar
Advances or Core Currency Euro Advances, as the case may be, or Eurodollar
Advances or Core Currency Euro Advances, as the case may be, that will result
from the requested conversion of any portion of the Advances into or of
Eurodollar Advances or Core Currency Euro Advances, as the case may be (each an
"Affected Advance"), the Administrative Agent shall promptly notify the Parent
Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in
writing) of such determination, on or, to the extent practicable, prior to the
requested Borrowing Date or Conversion Date for such Affected Advances. If the
Administrative Agent shall give such notice, (a) in the case of Eurodollar
Advances, (A) such Affected Advances shall be made as ABR Advances, (B) the
Advances (or any portion thereof) that were to have been converted to Affected
Advances shall be converted to ABR Advances, and (C) any outstanding Affected
Advances shall be converted, on the last day of the then current Euro Interest
Period with respect thereto, to ABR Advances, and (b) in the case of Core
Currency Euro Advances, the interest rate for such Affected Advances shall be
determined pursuant to clause (a)(iii) of the definition of Core Currency Euro
Rate. Until any notice under clause (i) or (ii), as the case may be, of this
Section has been withdrawn by the Administrative Agent (by notice to the Parent
Borrower promptly upon either (1) the Administrative Agent having determined
that such circumstances affecting the interbank market no longer exist and that
adequate and reasonable means do exist for determining the Eurodollar Rate or
Core Currency Euro Rate, as the case may be, pursuant to Section 3.1 or (2) the
Administrative Agent having been notified by such Required Lenders that
circumstances no longer render the Advances (or any portion thereof) Affected
Advances, (x) no further Eurodollar Advances shall be required to be made by the
Lenders, (y) no Borrower shall have the right to convert all or any portion of
the Loans to or as Eurodollar Advances, and (z) the interest rate for Core
Currency Euro Advances shall be determined pursuant to clause (a)(iii) of the
definition of Core Currency Euro Rate.

     3.9.     Taxes

          (a) Payments to Be Free and Clear. Subject to Sections 3.9(d), 3.9(e)
and 3.9(f), all payments by each Credit Party under the Loan Documents shall be
made free and clear of, and without any deduction or withholding for, any
Indemnified Tax. If any Credit Party or any other Person is required by any law,
rule, regulation, order, directive, treaty or guideline to make any deduction or
withholding (which deduction or withholding would constitute an Indemnified Tax)
from any amount required to be paid by any Credit Party to or on behalf of any
Indemnified Tax Person under any Loan Document (each a "Required Payment"),
then:

              (i) such Credit Party shall notify the Administrative Agent and
         such Indemnified Tax Person of any such requirement or any change in
         any such requirement as soon as such Credit Party becomes aware
         thereof;

              (ii) such Credit Party shall pay such Indemnified Tax prior to the
         date on which penalties attach thereto, such payment to be made (to the
         extent that the liability to pay is imposed on such Credit Party) for
         its own account or (to the extent that the liability to pay is imposed
         on such Indemnified Tax Person) on behalf and in the name of such
         Indemnified Tax Person;

              (iii) such Credit Party shall pay to such Indemnified Tax Person
         an additional amount such that such Indemnified Tax Person shall
         receive on the due date therefor an amount equal to the Required
         Payment had no such deduction or withholding been required; and

              (iv) such Credit Party shall, within 30 days after paying such
         Indemnified Tax, deliver to the Administrative Agent and such
         Indemnified Tax Person satisfactory evidence of such payment to the
         relevant Governmental Authority.

          (b) Other Indemnified Taxes. If any Indemnified Tax Person or any
affiliate thereof is required by any law, rule, regulation, order, directive,
treaty or guideline to pay any Indemnified Tax (excluding an Indemnified Tax
which is subject to Section 3.9(a)) with respect to any sum paid or payable by
any Credit Party to such Indemnified Tax Person under the Loan Documents, then,
within five days after such Indemnified Tax Person shall have notified such
Credit Party thereof (which notice shall be accompanied by a statement setting
forth the reasonable calculation thereof), such Credit Party shall pay to such
Indemnified Tax Person the amount of such Indemnified Tax.

          (c) Tax on Indemnified Taxes. If any amounts are payable by any Credit
Party in respect of Indemnified Taxes pursuant to Section 3.9(a) or (b), such
Credit Party agrees to pay to the applicable Indemnified Tax Person, within five
days of written request therefor (which request shall set forth the reasonable
calculations thereof), an amount equal to all Taxes imposed with respect to such
amounts as such Indemnified Tax Person shall determine in good faith are payable
by such Indemnified Tax Person or any affiliate thereof in respect of such
amounts and in respect of any amounts paid to or on behalf of such Indemnified
Tax Person pursuant to this Section 3.9(c).

          (d) [Intentionally left blank]

          (e) U.S. Tax Certificates. Each Lender that is organized under the
laws of any jurisdiction other than the United States or any political
subdivision thereof shall deliver to the Administrative Agent for transmission
to the Parent Borrower, on or prior to the Relevant Date, and at such other
times, as may be necessary in the determination of the Parent Borrower, any
other Credit Party or the Administrative Agent (each in the reasonable exercise
of its discretion), such certificates, documents or other evidence, properly
completed and duly executed by such Lender (including Internal Revenue Service
Form W-8ECI or Form W-8BEN (or, in each case, any equivalent or successor form))
to establish that such Lender is not subject to deduction or withholding of
United States federal income tax under Section 1441 or 1442 of the Code or
otherwise (or under any comparable provisions of any successor statute) with
respect to any payments to such Lender of principal, interest, fees or other
amounts payable under the Loan Documents. No Credit Party shall be required to
pay any additional amount to any such Lender under Section 3.9(a)(iii) if such
Lender shall have failed to satisfy the requirements of the immediately
preceding sentence; provided that, if such Lender shall have satisfied such
requirements on the Relevant Date, nothing in this Section 3.9(e) shall relieve
any Credit Party of its obligation to pay any additional amounts pursuant to
Section 3.9(a)(iii) in the event that, as a result of any change in applicable
law (including any change in the interpretation thereof), such Lender is no
longer properly entitled to deliver certificates, forms, documents or other
evidence at a subsequent date establishing the fact that such Lender is not
subject to deduction or withholding as described in the immediately preceding
sentence.

          (f) Other Tax Certificates. Each Indemnified Tax Person agrees to use
reasonable efforts to deliver to any Credit Party or the Administrative Agent,
promptly upon any reasonable request therefor from time to time by such Credit
Party or the Administrative Agent, such certificates, forms, documents and
information as may be required by applicable law, regulation, order, directive,
guideline or treaty from time to time and to file all appropriate forms to
obtain a certificate, form or other appropriate documents from the appropriate
Governmental Authorities to establish that payments made in respect of any
Alternate Currency Loan by such Credit Party can be made without (or at a
reduced rate of) deduction or withholding of Indemnified Taxes, provided,
however, that if such Indemnified Tax Person is or becomes unable by virtue of
any change in applicable law, regulation or treaty, to establish such exemption
or reduction, such Credit Party shall nonetheless remain obligated under Section
3.9(a) to pay the amounts described therein, and provided further that no
Indemnified Tax Person shall be required to take any action under this Section
3.9(f) which, in the sole discretion of such Indemnified Tax Person, would cause
such Indemnified Tax Person or any affiliate thereof to suffer a material
economic, legal or regulatory disadvantage.

          (g) Other Taxes. Each Credit Party agrees to pay any current or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or any amendment, supplement or modification of, or
any waiver or consent under or in respect of, the Loan Documents or otherwise
with respect to, the Loan Documents.

     3.10.    Option to Fund

                  Each Lender and the Swing Line Lender has indicated that, if
any Borrower requests a Eurodollar Advance, a Core Currency Euro Advance or a
Swing Line Loan, or if such Lender makes a Bid Loan to any Borrower, as the case
may be, such Lender or the Swing Line Lender, as the case may be, may wish to
purchase one or more deposits in order to fund or maintain its funding of its
Commitment Percentage of such Eurodollar Advance or Core Currency Euro Advance,
its Bid Loan or its Swing Line Loan, as the case may be, during the Euro
Interest Period, Bid Interest Period or Swing Line Interest Period, as the case
may be, applicable thereto; it being understood that the provisions of this
Agreement relating to such funding are included only for the purpose of
determining the rate of interest to be paid in respect of such Eurodollar
Advance, Core Currency Euro Advance, Bid Loan or Swing Line Loan, as the case
may be, and any amounts owing under Sections 3.4 and 3.6. Each Lender and the
Swing Line Lender shall be entitled to fund and maintain its funding of all or
any part of each Eurodollar Advance, each Core Currency Euro Advance, each Bid
Loan and each Swing Line Loan in any manner it sees fit, but all such
determinations under Sections 3.4 and 3.6 shall be made as if each Lender and
the Swing Line Lender had actually funded and maintained its Commitment
Percentage of each such Eurodollar Advance or such Core Currency Euro Advance,
or the amount of its Bid Loan or Swing Line Loan, as the case may be, during the
applicable Euro Interest Period, Bid Interest Period or Swing Line Interest
Period, as the case may be, through the purchase of deposits in an amount equal
to the amount of its Commitment Percentage of such Eurodollar Advance or such
Core Currency Euro Advance, or the amount of its Bid Loan or Swing Line Loan, as
the case may be, having a maturity corresponding to such Euro Interest Period,
Bid Interest Period or Swing Line Interest Period, as the case may be. Any
Lender or the Swing Line Lender, as the case may be, may fund its Commitment
Percentage of each Eurodollar Advance or Core Currency Euro Advance, or each Bid
Loan or Swing Line Loan, as the case may be, from or for the account of any
branch, office, affiliate, or correspondent bank of such Lender or the Swing
Line Lender, as the case may be, as such Lender or the Swing Line Lender, as the
case may be, may choose from time to time.

     3.11.    Changes of Lending Offices

          (a) With respect to any Loan of any Lender or the Swing Line Lender,
or any Letter of Credit, as the case may be, such Lender, the Swing Line Lender
or the Issuing Bank, as the case may be, agrees that upon the occurrence of any
event giving rise to the operation of Section 3.4, 3.5, 3.6, 3.7 or 3.9 with
respect to such Loan or such Letter of Credit, as the case may be, it will, if
requested by the applicable Borrower or, if such Borrower is a Subsidiary
Borrower, the Parent Borrower, on behalf of such Borrower, use reasonable
efforts (subject to overall policy considerations of such Lender, the Swing Line
Lender or the Issuing Bank, as the case may be) to designate another office of
such Lender, the Swing Line Lender or the Issuing Bank, as the case may be, for
such Loan or such Letter of Credit, as the case may be, affected by such event,
provided that such designation is made on such terms that such Lender, the Swing
Line Lender or the Issuing Bank, as the case may be, suffers no economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section. Nothing in this Section
shall affect or postpone any of the obligations of any Borrower or the right of
any Lender, the Swing Line Lender or the Issuing Bank, as the case may be,
provided in Sections 3.4, 3.5, 3.6, 3.7 and 3.9.

          (b) Each of the Lenders, the Swing Line Lender and the Issuing Bank
shall have the right at any time and from time to time to transfer any of its
Loans to a different office, affiliate or subsidiary thereof, provided that it
shall promptly notify the Administrative Agent and the Parent Borrower of any
such change of office, affiliate or subsidiary, provided, however, that such
Lender, the Swing Line Lender or the Issuing Bank, as the case may be, shall not
be entitled to receive any greater amount under Sections 3.4, 3.5, 3.6, 3.7 or
3.9 as a result of such transfer than it would be entitled to immediately prior
thereto unless such claim would have arisen even if such transfer had not
occurred.

     3.12.    Replacement of Lenders

                  Notwithstanding the foregoing, if (i) any Lender shall request
compensation pursuant to Section 3.5 or 3.6, (ii) any Lender shall give any
notice to the Parent Borrower or the Administrative Agent pursuant to Section
3.7, or (iii) any Borrower shall be required to pay any additional amounts
pursuant to Section 3.9 in respect of any Lender, then, in each such case, the
Parent Borrower may require that such Lender transfer all of its right, title
and interest under the Loan Documents to any lender identified by the Parent
Borrower (a "Proposed Lender") if such Proposed Lender agrees to assume all of
the obligations of such Lender for consideration equal to the outstanding
principal amount of such Lender's Loans and all unreimbursed sums paid by such
Lender under Sections 2.2(d) and 2.9(b), together with interest thereon to the
date of such transfer and all other amounts payable under the Loan Documents to
such Lender on or prior to the date of such transfer (including any fees accrued
hereunder and any amounts which would be payable under Section 3.4 as if all of
such Lender's Loans were being prepaid in full on such date). Subject to the
execution and delivery of an Assignment and Acceptance Agreement and such other
documents as such Lender may reasonably require, and the satisfaction of all of
the other terms and conditions of Section 11.6, such Proposed Lender shall be a
"Lender" for all purposes hereunder. Without prejudice to the survival of any
other agreement of the Borrowers under the Loans Documents, the agreements of
the Borrowers contained in Sections 3.4, 3.5, 3.6, 11.5 and 11.7 (without
duplication of any payments made to such Lender by any Borrower or the Proposed
Lender) shall survive for the benefit of any Lender replaced under this Section
3.12 with respect to the time prior to such replacement.

4.       REPRESENTATIONS AND WARRANTIES

                  In order to induce the Administrative Agent and the Lenders to
enter into this Agreement, the Lenders to make the Revolving Credit Loans, the
Issuing Bank to issue the Letters of Credit and the Lenders to participate
therein, and the Swing Line Lender to make the Swing Line Loans and the Lenders
to participate therein, the Parent Borrower makes the following representations
and warranties to the Administrative Agent, the Issuing Bank, the Swing Line
Lender and each Lender:

     4.1.     Subsidiaries; Capitalization

                  As of the Effective Date, (i) the Parent Borrower has only the
Subsidiaries set forth on Schedule 4.1, (ii) the authorized and issued and
outstanding Capital Stock of the Parent Borrower is as set forth in the Report
on Form 10-Q filed by the Parent Borrower with the SEC for the fiscal quarter
ended June 30, 2001, (iii) the authorized and issued and outstanding Capital
Stock of each Guarantor is as set forth on Schedule 4.1 and (iv) the percentage
owned by the Parent Borrower of the issued and outstanding Capital Stock of each
other Subsidiary is as set forth on Schedule 4.1. Except as set forth on
Schedule 4.1, the shares of, or partnership or other interests in, each
Subsidiary of the Parent Borrower are owned beneficially and of record by the
Parent Borrower or another Subsidiary of the Parent Borrower, are free and clear
of all Liens (other than Permitted Liens) and are duly authorized, validly
issued, fully paid and nonassessable. As of the Effective Date, except as set
forth on Schedule 4.1, (i) neither the Parent Borrower nor any of its
Subsidiaries has issued any securities convertible into, or options or warrants
for, any common or preferred equity securities thereof, (ii) there are no
agreements, voting trusts or understandings binding upon the Parent Borrower or
any of its Subsidiaries with respect to the voting securities of the Parent
Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge,
assignment or other disposition thereof, including any right of first refusal,
option, redemption, call or other right with respect thereto, whether similar or
dissimilar to any of the foregoing, and (iii) all of the outstanding Capital
Stock of each Subsidiary of the Parent Borrower is owned by the Parent Borrower
or another Subsidiary of the Parent Borrower.

     4.2.     Existence and Power

                  Each of the Parent Borrower and its Subsidiaries is duly
organized or formed and validly existing in good standing under the laws of the
jurisdiction of its formation, has all requisite power and authority to own its
Property and to carry on its business as now conducted, and is in good standing
and authorized to do business in each jurisdiction in which the nature of the
business conducted therein or the Property owned by it therein makes such
qualification necessary, except where such failure to qualify could not
reasonably be expected to have a Material Adverse Effect.

     4.3.     Authority and Execution

                  Each of the Parent Borrower and each of its Subsidiaries has
full legal power and authority to enter into, execute, deliver and perform the
terms of the Loan Documents to which it is a party all of which have been duly
authorized by all proper and necessary corporate, partnership or other
applicable action and are in full compliance with its Organizational Documents.
The Parent Borrower and each of its Subsidiaries has duly executed and delivered
the Loan Documents to which it is a party.

    4.4.     Binding Agreement

                  The Loan Documents constitute the valid and legally binding
obligations of each of the Parent Borrower and its Subsidiaries, in each case to
the extent it is a party thereto, enforceable in accordance with their
respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally.

     4.5.     Litigation

                  Except as set forth on Schedule 4.5, there are no actions,
suits or proceedings at law or in equity or by or before any Governmental
Authority (whether purportedly on behalf of the Parent Borrower or any of its
Subsidiaries) pending or, to the knowledge of the Parent Borrower, threatened
against the Parent Borrower or any of its Subsidiaries or maintained by the
Parent Borrower or any of its Subsidiaries or which may affect the Property of
the Parent Borrower or any of its Subsidiaries or any of their respective
Properties or rights, which (i) could reasonably be expected to have a Material
Adverse Effect, (ii) call into question the validity or enforceability of, or
otherwise seek to invalidate, any Loan Document, or (iii) might, individually or
in the aggregate, materially and adversely affect any of the transactions
contemplated by any Loan Document.

     4.6.     Required Consents

                  Except for information filings required to be made in the
ordinary course of business which are not a condition to the performance by the
Parent Borrower or any of its Subsidiaries under the Loan Documents to which it
is a party, no consent, authorization or approval of, filing with, notice to, or
exemption by, stockholders or holders of any other equity interest, any
Governmental Authority or any other Person, which has not already been obtained
or made, is required to authorize, or is required in connection with the
execution, delivery or performance of, the Loan Documents to which the Parent
Borrower or any of its Subsidiaries is a party, or is required as a condition to
the validity or enforceability of the Loan Documents to which any of the same is
a party. Each Borrower, prior to each borrowing by it hereunder in any
jurisdiction, has obtained all necessary approvals and consents of, and has
filed or caused to be filed all reports, applications, documents, instruments
and information required to be filed pursuant to all applicable laws, rules,
regulations and requests of, all Governmental Authorities in connection with
such borrowing in such jurisdiction.

     4.7.     Absence of Defaults; No Conflicting Agreements

          (a) None of the Parent Borrower or any of its Subsidiaries is in
default under any mortgage, indenture, contract or agreement to which it is a
party or by which it or any of its Property is bound, the effect of which
default could reasonably be expected to have a Material Adverse Effect. The
execution, delivery or carrying out of the terms of the Loan Documents will not
constitute a default under, or result in the creation or imposition of, or
obligation to create, any Lien upon any Property of the Parent Borrower or any
of its Subsidiaries or result in a breach of or require the mandatory repayment
of or other acceleration of payment under or pursuant to the terms of any such
mortgage, indenture, contract or agreement.

          (b) None of the Parent Borrower or any of its Subsidiaries is in
default with respect to any judgment, order, writ, injunction, decree or
decision of any Governmental Authority which default could reasonably be
expected to have a Material Adverse Effect.

     4.8.     Compliance with Applicable Laws

                  Each of the Parent Borrower and its Subsidiaries is complying
in all material respects with all statutes, regulations, rules and orders of all
Governmental Authorities which are applicable to it, a violation of which could
reasonably be expected to have a Material Adverse Effect.

     4.9.     Taxes

                  Each of the Parent Borrower and each of its Subsidiaries has
filed or caused to be filed all tax returns required to be filed and has paid,
or has made adequate provision for the payment of, all taxes shown to be due and
payable on said returns or in any assessments made against it (other than those
being contested as required under Section 7.4) which would be material to the
Parent Borrower or any of its Subsidiaries, and no tax Liens have been filed
with respect thereto. The charges, accruals and reserves on the books of the
Parent Borrower and each of its Subsidiaries with respect to all taxes are, to
the best knowledge of the Parent Borrower, adequate for the payment of such
taxes, and the Parent Borrower knows of no unpaid assessment which is due and
payable against the Parent Borrower or any of its Subsidiaries or any claims
being asserted which could reasonably be expected to have a Material Adverse
Effect, except such thereof as are being contested as required under Section
7.4, and for which adequate reserves have been set aside in accordance with
GAAP.

    4.10.    Governmental Regulations

                  Neither the Parent Borrower, any of its Subsidiaries nor any
Person controlled by, controlling, or under common control with, the Parent
Borrower or any of its Subsidiaries, is subject to regulation under the Public
Utility Holding Company Act of 1935, as amended, the Federal Power Act, as
amended, or the Investment Company Act of 1940, as amended, or is subject to any
statute or regulation which prohibits or restricts the incurrence of
Indebtedness, including statutes or regulations relative to common or contract
carriers or to the sale of electricity, gas, steam, water, telephone, telegraph
or other public utility services.

     4.11.    Federal Reserve Regulations; Use of Loan Proceeds

                  Neither the Parent Borrower nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock.
After giving effect to the making of each Loan and each Letter of Credit, Margin
Stock will constitute less than 25% of the assets (as determined by any
reasonable method) of the Parent Borrower and its Subsidiaries.

     4.12.    Plans

                  Each Employee Benefit Plan is in compliance with ERISA and the
Code, where applicable, in all material respects. As of the Effective Date, (i)
the amount of all Unfunded Pension Liabilities under the Pension Plans,
excluding any plan which is a Multiemployer Plan, does not exceed $50,000, and
(ii) the amount of the aggregate Unrecognized Retiree Welfare Liability under
all applicable Employee Benefit Plans does not exceed $50,000. The Parent
Borrower and each of its Subsidiaries and ERISA Affiliates has complied with the
requirements of Section 515 of ERISA with respect to each Pension Plan which is
a Multiemployer Plan. As of the Effective Date, the Parent Borrower and its
Subsidiaries and ERISA Affiliates have no liability under Section 4201 or 4204
of ERISA (including the obligation to satisfy secondary liability as a result of
purchaser default) and the aggregate potential annual withdrawal liability
payments, as determined in accordance with Title IV of ERISA, of the Parent
Borrower and its Subsidiaries and ERISA Affiliates with respect to all Pension
Plans which are Multiemployer Plans is approximately $50,000. The Parent
Borrower and its Subsidiaries and ERISA Affiliates have, as of the Effective
Date, made all contributions or payments to or under each such Pension Plan
required by law or the terms of such Pension Plan or any contract or agreement
with respect thereto. No material liability to the PBGC has been, or is expected
by the Parent Borrower, any of its Subsidiaries or any ERISA Affiliate to be,
incurred by the Parent Borrower, any such Subsidiary or any ERISA Affiliate.
Liability, as referred to in this Section includes any joint and several
liability. Each Employee Benefit Plan which is a group health plan within the
meaning of Section 5000(b)(1) of the Code is in material compliance with the
continuation of health care coverage requirements of Section 4980B of the Code.

     4.13.    Financial Statements

                  The Parent Borrower has heretofore delivered to the
Administrative Agent and the Lenders copies of its Form 10K for the fiscal year
ending December 30, 2000, containing the audited Consolidated Balance Sheets of
the Parent Borrower and its Subsidiaries as of December 30, 2000, and the
related Consolidated Statements of Operations, Stockholder's Equity and Cash
Flows for the such fiscal year, and its Form 10Q for the fiscal quarter ended
March 31, 2001, containing the unaudited Consolidated Balance Sheet of the
Parent Borrower and its Subsidiaries for such fiscal quarter, together with the
related Consolidated Statements of Operations and Cash Flows for such fiscal
quarter (with the applicable related notes and schedules, the "Financial
Statements"). The Financial Statements fairly present the Consolidated financial
condition and results of the operations of the Parent Borrower and its
Subsidiaries as of the dates and for the periods indicated therein and have been
prepared in conformity with GAAP. Except as reflected in the Financial
Statements or in the footnotes thereto, neither the Parent Borrower nor any of
its Subsidiaries has any obligation or liability of any kind (whether fixed,
accrued, Contingent, unmatured or otherwise) which, in accordance with GAAP,
should have been shown in the Financial Statements and was not. Since December
30, 2000, the Parent Borrower and each of its Subsidiaries has conducted its
business only in the ordinary course, and there has been no Material Adverse
Change.

     4.14.    Property

                  Each of the Parent Borrower and each of its Subsidiaries has
good and marketable title to, or a valid leasehold interest in, all of its real
Property, and is the owner of, or has a valid lease of, all personal property,
in each case which is material to the Parent Borrower and its Subsidiaries,
taken as a whole, subject to no Liens, except such Permitted Liens. All leases
of Property to the Parent Borrower or any of its Subsidiaries are in full force
and effect, the Parent Borrower or such Subsidiary, as the case may be, enjoys
quiet and undisturbed possession under all leases of real property and neither
the Parent Borrower nor any of its Subsidiaries is in default beyond any
applicable grace period of any provision thereof, the effect of which could
reasonably be expected to have a Material Adverse Effect.

     4.15.    Authorizations

                  Each of the Parent Borrower and each of its Subsidiaries
possesses or has the right to use all franchises, licenses and other rights as
are material and necessary for the conduct of its business, and with respect to
which it is in compliance, with no known conflict with the valid rights of
others which could reasonably be expected to have a Material Adverse Effect. No
event has occurred which permits or, to the best knowledge of the Parent
Borrower, after notice or the lapse of time or both, or any other condition,
could reasonably be expected to permit, the revocation or termination of any
such franchise, license or other right which revocation or termination could
reasonably be expected to have a Material Adverse Effect.

     4.16.    Environmental Matters

                  Neither the Parent Borrower nor any of its Subsidiaries (i)
has received written notice or otherwise learned of any claim, demand, action,
event, condition, report or investigation indicating or concerning any potential
or actual liability which individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect, arising in connection with (a) any
non-compliance with or violation of the requirements of any applicable federal,
state, local or foreign environmental health or safety statute or regulation, or
(b) the release or threatened release of any toxic or hazardous waste, substance
or constituent, or other substance into the environment, (ii) to the best
knowledge of the Parent Borrower, has any threatened or actual liability in
connection with the release or threatened release of any toxic or hazardous
waste, substance or constituent, or other substance into the environment which
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect, (iii) has received notice of any federal, state, local or
foreign investigation evaluating whether any remedial action is needed to
respond to a release or threatened release of any toxic or hazardous waste,
substance or constituent or other substance into the environment for which the
Parent Borrower or any of its Subsidiaries is or would be liable, which
liability would reasonably be expected to have a Material Adverse Effect, or
(iv) has received notice that the Parent Borrower or any of its Subsidiaries is
or may be liable to any Person under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. Section 9601 et seq., or
any analogous state law, which liability would reasonably be expected to have a
Material Adverse Effect. The Parent Borrower and each of its Subsidiaries is in
compliance with the financial responsibility requirements of federal, state,
local and foreign environmental laws to the extent applicable, including those
contained in 40 C.F.R., parts 264 and 265, subpart H, and any analogous state
law, except in those cases in which the failure so to comply would not
reasonably be expected to have a Material Adverse Effect.

     4.17.    Absence of Certain Restrictions

                  No indenture, certificate of designation for preferred stock,
agreement or instrument to which the Parent Borrower or any of its Subsidiaries
is a party (other than this Agreement), prohibits or limits in any way, directly
or indirectly the ability of any Subsidiary of the Parent Borrower to make
Restricted Payments or repay any Indebtedness to the Parent Borrower or to
another Subsidiary of the Parent Borrower.

     4.18.    No Misrepresentation

                  No representation or warranty contained in any Loan Document
and no certificate or report from time to time furnished by the Parent Borrower
or any of its Subsidiaries in connection with the transactions contemplated
thereby, contains or will contain a misstatement of material fact or omits or
will omit to state a material fact required to be stated in order to make the
statements therein contained not misleading in the light of the circumstances
under which made, provided that any projections or pro-forma financial
information contained therein are based upon good faith estimates and
assumptions believed by the Parent Borrower to be reasonable at the time made,
it being recognized by the Agents and the Lenders that such projections as to
future events are not to be viewed as facts, and that actual results during the
period or periods covered thereby may differ from the projected results.

5.       CONDITIONS OF LENDING - THE FIRST BORROWING DATE

                  In addition to the conditions precedent set forth in Section
6, the obligation of each Lender to make Revolving Credit Loans and the Issuing
Bank to issue Letters of Credit on the first Borrowing Date shall be subject to
the fulfillment of the following conditions precedent:

     5.1.     Evidence of Action

                  The Administrative Agent shall have received a certificate,
dated the first Borrowing Date, of the Secretary or Assistant Secretary or other
analogous counterpart of each Credit Party (i) attaching a true and complete
copy of the resolutions of its Managing Person and of all documents evidencing
all necessary corporate, partnership or similar action (in form and substance
satisfactory to the Administrative Agent) taken by it to authorize the Loan
Documents to which it is a party and the transactions contemplated thereby, (ii)
attaching a true and complete copy of its Organizational Documents, (iii)
setting forth the incumbency of its officer or officers or other analogous
counterpart who may sign the Loan Documents, including therein a signature
specimen of such officer or officers, and (iv) attaching a certificate of good
standing of the Secretary of State of the jurisdiction of its formation.

     5.2.     Opinions of Counsel

                  The Administrative Agent shall have received (i) an opinion of
McGrath, North, Mullin & Kratz, P.C., counsel to the Parent Borrower and its
Subsidiaries, dated the first Borrowing Date, substantially in the form of
Exhibit F-1, and (ii) an opinion of Thomas Pogge, corporate counsel of the
Parent Borrower and its Subsidiaries, dated the first Borrowing Date,
substantially in the form of Exhibit F-2.

     5.3.     Opinion of Special Counsel

                  The Administrative Agent shall have received an opinion of
Special Counsel, dated the first Borrowing Date, substantially in the form of
Exhibit G.

     5.4.     Subsidiary Guaranty

                  Each of (a) Microflect Company, Inc., (b) Valmont
International  Corp. and (c) PiRod, Inc. shall have delivered to the
Administrative Agent a guaranty, dated as of the Effective Date,  substantially
in the form of Exhibit R (as amended,  supplemented or otherwise modified from
time to time, the "Subsidiary Guaranty").

     5.5.     Fees and Expenses

                  All fees payable to the Administrative Agent, the Issuing
Bank, the Swing Line Lender and the Lenders on the first Borrowing Date shall
have been paid, the fees and expenses of Special Counsel in connection with the
preparation, negotiation and closing of the Loan Documents shall have been paid.

     5.6.     Existing Indebtedness

                  BNY, as administrative agent under the Original Credit
Agreement, shall have received payment of all Existing Indebtedness outstanding
under the Original Credit Agreement (other than contingent obligations in
respect of the Existing Letters of Credit).

6.       CONDITIONS OF LENDING - EACH BORROWING DATE

                  The obligation of each Lender to make any Loan, the Swing Line
Lender to make any Swing Line Loan, and the Issuing Bank to issue any Letter of
Credit on any Borrowing Date shall be subject to the fulfillment of the
following conditions precedent:

     6.1.     Compliance

                  On each Borrowing Date and after giving effect to the Loans to
be made thereon (i) there shall exist no Default, (ii) each of the
representations and warranties contained in each Loan Document shall be true and
correct with the same effect as though such representation and warranty had been
made on such Borrowing Date, except to the extent such representation and
warranty specifically relates to an earlier date, in which case such
representation and warranty shall have been true and correct on and as of such
earlier date, and (iii) each of the Parent Borrower and its Subsidiaries shall
be in compliance with all of the terms, covenants and conditions of each Loan
Document to which it is a party. Each borrowing by any Borrower shall constitute
a certification by such Borrower and, if such Borrower is a Subsidiary Borrower,
the Parent Borrower, and each request by the Parent Borrower for the issuance of
a Letter of Credit shall constitute a certification by the Parent Borrower, as
of such Borrowing Date that each of the foregoing matters is true and correct in
all respects.

     6.2.     Borrowing Request; Letter of Credit Request; Bid Request

                  With respect to the Loans to be made, and the Letters of
Credit to be issued, on each Borrowing Date, the Administrative Agent shall have
received, (i) in the case of Revolving Credit Loans or Swing Line Loans, a
Borrowing Request, (ii) in the case of Letters of Credit, a Letter of Credit
Request, and (iii) in the case Bid Loans, a Bid Request and such other documents
required to be delivered pursuant to Section 2.4, in each case duly executed by
the applicable Borrower or, if such Borrower is a Subsidiary Borrower, the
Parent Borrower, on behalf of such Borrower.

    6.3.     Loan Closings

                  All documents required by the provisions of the Loan Documents
to be executed or delivered to the Administrative Agent, the Issuing Bank, the
Swing Line Lender or any Lender on or before the applicable Borrowing Date shall
have been so executed and delivered on or before such Borrowing Date.

     6.4.     Other Documents

                  Each of the Administrative Agent, the Issuing Bank, the Swing
Line Lender and the Lenders shall have received such other documents, each in
form and substance reasonably satisfactory to it, as it shall reasonably require
in connection with the making of the Loans and the issuance of the Letters of
Credit on such Borrowing Date.

7.       AFFIRMATIVE COVENANTS

                  The Parent Borrower agrees that, so long as this Agreement is
in effect, any Loan or Reimbursement Obligation remains outstanding, or any
other amount is owing under any Loan Document to any Lender, the Issuing Bank,
the Swing Line Lender or the Administrative Agent, the Parent Borrower shall:

     7.1.     Financial Statements and Information

                  Maintain, and cause each of its Subsidiaries to maintain, a
standard system of accounting in accordance with GAAP, and furnish or cause to
be furnished to the Administrative Agent and each Lender:

             (a) Compliance Certificate. Within 45 days after the end of each of
the first three fiscal quarters (90 days after the end of the last fiscal
quarter), a Compliance Certificate, certified by a Financial Officer of the
Parent Borrower.

             (b) Form 10K. As soon as available,  but in any event within 90
days after the end of each fiscal year of the Parent Borrower, a copy of the
annual audited financial statements of the Parent Borrower and its Subsidiaries,
prepared on a Consolidated basis in accordance with GAAP, as filed with the SEC.
Such financial statements shall be certified without qualification by the
Accountants, which certification shall (i) state that the audit by such
Accountants was conducted in accordance with generally accepted auditing
standards, (ii) state that such audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in such financial statements,
and (iii) include the opinion of such Accountants that such financial
statements present fairly, in all material respects, the financial position of
the Parent Borrower and its Subsidiaries and the results of their operations and
their cash flows for such fiscal year in conformity  with GAAP, except as
otherwise specified in such opinion.

             (c) Form 10Q. As soon as available, but in any event within 45 days
after the end of each fiscal quarter (except the last fiscal quarter) of each
fiscal year of the Parent Borrower, copies of the unaudited financial statements
of the Parent Borrower and its Subsidiaries, prepared on a Consolidated basis in
accordance with GAAP, as filed with the SEC.

             (d) Other Information. Such other information as the Administrative
Agent or any Lender may reasonably request from time to time.

     7.2.     Certificates; Other Information

                  Furnish to the Administrative Agent and each Lender:

             (a) Prompt written notice if: (i) any Indebtedness of the Parent
Borrower or any of its Subsidiaries in an aggregate amount in excess of $500,000
is declared or shall become due and payable prior to its stated maturity, or is
called and not paid when due, (ii) the holders of any notes (other than any
notes issued hereunder), certificate, security or other evidence of
Indebtedness, or any obligees with respect to any other Indebtedness of the
Parent Borrower or any of its Subsidiaries, have the right to declare
Indebtedness in an aggregate amount in excess of $500,000 due and payable prior
to its stated maturity, or (iii) there shall occur and be continuing a Default;

             (b) Prompt written notice of: (i) any citation, summons, subpoena,
order to show cause or other document naming the Parent Borrower or any of its
Subsidiaries a party to any proceeding before any Governmental Authority which
could reasonably be expected to have a Material Adverse Effect or which calls
into question the validity or enforceability of any of the Loan Documents, and
include with such notice a copy of such citation, summons, subpoena, order to
show cause or other document, (ii) any lapse or other termination of any
material license, permit, franchise or other authorization issued to the Parent
Borrower or any of its Subsidiaries by any Person or Governmental Authority, and
(iii) any refusal by any Person or Governmental Authority to renew or extend any
such material license, permit, franchise or other authorization, which lapse,
termination, refusal or dispute could reasonably be expected to have a Material
Adverse Effect;

             (c) Promptly upon becoming available, copies of all (i) regular,
periodic or special reports, schedules and other material which the Parent
Borrower or any of its Subsidiaries may now or hereafter be required to file
with or deliver to any securities exchange or the SEC, and (ii) annual reports
relating to the Parent Borrower or any of its Subsidiaries;

             (d) Prompt written notice in the event that the Parent Borrower,
any of its Subsidiaries or any ERISA Affiliate knows, or has reason to know,
that (i) any Termination Event with respect to a Pension Plan has occurred or
will occur, (ii) any condition exists with respect to a Pension Plan which
presents a material risk of termination of the Pension Plan, imposition of an
excise tax, requirement to provide security to the Pension Plan or other
liability on the Parent Borrower, any of its Subsidiaries or any ERISA
Affiliate, (iii) the Parent Borrower, any of its Subsidiaries or any ERISA
Affiliate has applied for a waiver of the minimum funding standard under Section
412 of the Code with respect to a Pension Plan, (iv) the aggregate amount of the
Unfunded Pension Liabilities under all Pension Plans is in excess of $50,000,
(v) the aggregate amount of Unrecognized Retiree Welfare Liability under all
applicable Employee Benefit Plans is in excess of $50,000, (vi) the Parent
Borrower, any of its Subsidiaries or any ERISA Affiliate has engaged in a
Prohibited Transaction with respect to an Employee Benefit Plan, (vii) the
imposition of any tax under Section 4980B(a) of the Code or (viii) the
assessment of a civil penalty under Section 502(c) of ERISA, together with a
certificate of a Financial Officer of the Parent Borrower setting forth the
details of such event and the action which the Parent Borrower, such Subsidiary
or such ERISA Affiliate proposes to take with respect thereto, together with a
copy of all notices and filings with respect thereto.

             (e) Prompt written notice in the event that Parent Borrower, any of
its Subsidiaries or any ERISA Affiliate shall receive a demand letter from the
PBGC notifying the Parent Borrower, such Subsidiary or such ERISA Affiliate of
any final decision finding liability and the date by which such liability must
be paid, together with a copy of such letter and a certificate of a Financial
Officer of the Parent Borrower setting forth the action which the Parent
Borrower, such Subsidiary or such ERISA Affiliate proposes to take with respect
thereto.

             (f) Promptly upon the same becoming available, and in any event by
the date such amendment is adopted, a copy of any Pension Plan amendment that
the Parent Borrower, any of its Subsidiaries or any ERISA Affiliate proposes to
adopt which would require the posting of security under Section 401(a)(29) of
the Code, together with a certificate of a Financial Officer of the Parent
Borrower setting forth the reasons for the adoption of such amendment and the
action which the Parent Borrower, such Subsidiary or such ERISA Affiliate
proposes to take with respect thereto.

             (g) As soon as possible and in any event by the tenth day after any
required installment or other payment under Section 412 of the Code owed to a
Pension Plan shall have become due and owing and remain unpaid a copy of the
notice of failure to make required contributions provided to the PBGC by the
Parent Borrower, any of its Subsidiaries or any ERISA Affiliate under Section
412(n) of the Code, together with a certificate of a Financial Officer setting
forth the action which the Parent Borrower, such Subsidiary or such ERISA
Affiliate proposes to take with respect thereto.

             (h) Such other information as the Administrative Agent or any
Lender shall reasonably request from time to time.

     7.3.     Legal Existence

                  Except as may be otherwise permitted by Sections 8.3, 8.4 and
8.5, maintain, and cause each of its Subsidiaries to maintain, its corporate,
partnership or analogous existence, as the case may be, in good standing in the
jurisdiction of its formation and in each other jurisdiction in which the
failure to do so could reasonably be expected to have a Material Adverse Effect,
except that any Subsidiary of the Parent Borrower (other than an Active
Subsidiary Borrower or a Guarantor) may fail to maintain its corporate,
partnership or analogous existence, as the case may be, in good standing in any
jurisdiction at any time, provided that such failure could not reasonably be
expected to have a Material Adverse Effect.

     7.4.     Taxes

                  Pay and discharge when due, and cause each of its Subsidiaries
to do so, all Taxes upon or with respect to the Parent Borrower or such
Subsidiary and all Taxes upon the income, profits and Property of the Parent
Borrower and its Subsidiaries, which if unpaid, could reasonably be expected to
have a Material Adverse Effect or become a Lien on Property of the Parent
Borrower or such Subsidiary (other than a Permitted Lien), unless and to the
extent only that such Taxes shall be contested in good faith and by appropriate
proceedings diligently conducted by the Parent Borrower or such Subsidiary and
provided that such reserve or other appropriate provision as shall be required
by the Accountants in accordance with GAAP shall have been made therefor.

     7.5.     Insurance

                  Maintain, and cause each of its Subsidiaries to maintain, with
financially sound and reputable insurance companies insurance on all its
Property in at least such amounts and against at least such risks (but including
in any event public liability, product liability and business interruption
coverage) as are usually insured against in the same general area by companies
engaged in the same or a similar business; and furnish to the Administrative
Agent, upon written request, full information as to the insurance carried.

     7.6.     Performance of Obligations

                  Pay and discharge when due, and cause each of its Subsidiaries
to do so, all lawful Indebtedness, obligations and claims for labor, materials
and supplies or otherwise which, if unpaid, might (i) have a Material Adverse
Effect or (ii) become a Lien upon Property of the Parent Borrower or any of its
Subsidiaries other than a Permitted Lien, unless and to the extent only that the
validity of such Indebtedness, obligation or claim shall be contested in good
faith and by appropriate proceedings diligently conducted and provided that the
Parent Borrower shall give the Administrative Agent prompt notice of any such
contest and that such reserve or other appropriate provision as shall be
required by the Accountants in accordance with GAAP shall have been made
therefor.

     7.7.     Condition of Property

                  At all times, maintain, protect and keep in good repair,
working order and condition (ordinary wear and tear excepted), and cause each of
its Subsidiaries to do so, all Property necessary to the operation of the Parent
Borrower's or such Subsidiary's business, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

     7.8.     Observance of Legal Requirements

                  Observe and comply in all respects, and cause each of its
Subsidiaries to do so, with all laws, ordinances, orders, judgments, rules,
regulations, certifications, franchises, permits, licenses, directions and
requirements of all Governmental Authorities, which now or at any time hereafter
may be applicable to it, a violation of which could reasonably be expected to
have a Material Adverse Effect, except such thereof as shall be contested in
good faith and by appropriate proceedings diligently conducted by it, provided
that the Parent Borrower shall give the Administrative Agent prompt notice of
such contest and that such reserve or other appropriate provision as shall be
required by the Accountants in accordance with GAAP shall have been made
therefor.

     7.9.     Inspection of Property; Books and Records; Discussions

                  At all reasonable times, upon reasonable prior notice, permit
representatives of the Administrative Agent, the Issuing Bank, the Swing Line
Lender and each Lender to visit the offices of the Parent Borrower and each of
its Subsidiaries, to examine the books and records thereof and Accountants'
reports relating thereto, and to make copies or extracts therefrom, to discuss
the affairs of the Parent Borrower and each such Subsidiary with the respective
officers thereof, and to examine and inspect the Property of the Parent Borrower
and each such Subsidiary.

     7.10.    Authorizations

                  Maintain, and cause each of its Subsidiaries to maintain, in
full force and effect, all material licenses, franchises, permits, licenses,
authorizations and other rights as are necessary for the conduct of its
business.

     7.11.    Financial Covenants

             (a) Fixed Charge Coverage Ratio. Maintain at all times a Fixed
Charge Coverage Ratio of not less than 1.75:1.00.

             (b) Leverage Ratio. Maintain (i) at all times during the period
commencing on the date hereof and ending on December 30, 2001, a Leverage Ratio
of not more than 3.00:1.00, (ii) and at all times thereafter, a Leverage Ratio
of not more than 2.50:1.00.

     7.12.    Subsidiaries

             (a) Except as may otherwise be permitted by Sections 7.3, 8.3, 8.4
and 8.5, at all times cause each Subsidiary Borrower to be a Qualified
Subsidiary and each Guarantor to be a direct or indirect wholly owned Subsidiary
of the Parent Borrower.

             (b) On or prior to each date hereafter upon which a Person shall
have become a Material Subsidiary, cause such Subsidiary to become a party to
the Subsidiary Guaranty, in accordance with the terms thereof, on and as of such
date and, in the event that such date shall occur after the first Borrowing
Date, to deliver to the Administrative Agent, simultaneously with the execution
and delivery of the same, (i) a certificate, dated the date such Material
Subsidiary shall have become a party to the Subsidiary Guaranty, executed by
such Material Subsidiary and substantially in the form of, and with
substantially the same attachments as, the certificate which would have been
required under Section 5.1 if such Material Subsidiary had become a party to the
 Subsidiary Guaranty on or before the first Borrowing Date, and (ii) if
requested by the Administrative Agent, an opinion of counsel to such Material
Subsidiary, covering the same matters with respect to such Material Subsidiary
as were covered by the opinions delivered pursuant to Section 5.2, in form and
substance reasonably satisfactory to the Administrative Agent.

8.       NEGATIVE COVENANTS

            The Parent Borrower agrees that, so long as this Agreement is in
effect, any Loan or Reimbursement Obligation remains outstanding, or any other
amount is owing under any Loan Document to any Lender, the Issuing Bank, the
Swing Line Lender or the Administrative Agent, the Parent Borrower shall not,
directly or indirectly:

     8.1.     Indebtedness

                  Create, incur, assume or suffer to exist any liability for
Indebtedness, or permit any of its Subsidiaries to do so, except (i)
Indebtedness due under the Loan Documents, (ii) Indebtedness existing on the
Effective Date as set forth on Schedule 8.1 and refinancings thereof, (iii)
Unrestricted Intercompany Indebtedness, (iv) Other Intercompany Indebtedness,
provided that, immediately after the incurrence of each such Other Intercompany
Indebtedness, the Other Intercompany Basket Amount shall not exceed an amount
equal to 20% of Consolidated Tangible Net Worth, (v) Indebtedness in an
aggregate principal amount not in excess of 5% of Consolidated Tangible Net
Worth at any one time outstanding (a) in respect of Capital Leases, (b) secured
by Liens on Property (including, in the event such Property constitutes capital
stock of a newly acquired Subsidiary of the Parent Borrower, Liens on the
Property of such Subsidiary) acquired by the Parent Borrower or any of its
Subsidiaries after the Effective Date, provided that such Liens are in existence
on the date of such acquisition and were not placed on such Property in
contemplation of such acquisition, and (c) other purchase money Indebtedness,
provided that, in each case under this Section 8.1(v), the Lien securing such
Indebtedness is permitted by Section 8.2, (vi) other unsecured Indebtedness,
provided that, (a) immediately before and after giving effect to the incurrence
thereof, no Default shall or would exist, and (b) the aggregate outstanding
principal amount of all such Indebtedness incurred by the Subsidiaries of the
Parent Borrower shall not exceed $10,000,000 at any time, (vii) Receivables
Indebtedness related to a Permitted Securitization, (viii) the Attributed
Principal Amount in connection with any Permitted Securitization and (ix) other
secured Indebtedness and Synthetic Leases, provided that, (a) immediately before
and after giving effect to the incurrence thereof, no Default shall or would
exist, and (b) the sum of (1) the aggregate outstanding principal amount of all
such Indebtedness and (2) aggregate Synthetic Lease Obligations (excluding the
Wachovia Synthetic Lease Arrangement and the Aircraft Synthetic Lease) shall not
exceed $15,000,000 at any time.

     8.2.     Liens

                  Create, incur, assume or suffer to exist any Lien upon any of
its Property, whether now owned or hereafter acquired, or permit any of its
Subsidiaries to do so, except (i) Liens for Taxes in the ordinary course of
business which are not delinquent or which are being contested in accordance
with Section 7.4, provided that enforcement of such Liens is stayed pending such
contest, (ii) Liens in connection with workers' compensation, unemployment
insurance or other social security obligations (but not ERISA), (iii) deposits
or pledges to secure bids, tenders, contracts (other than contracts for the
payment of Indebtedness), leases, statutory obligations, surety and appeal bonds
and other obligations of like nature arising in the ordinary course of business,
(iv) zoning ordinances, easements, rights of way, minor defects, irregularities,
and other similar restrictions affecting real Property which do not materially
and adversely affect the value of such real Property or materially impair its
use for the operation of the business of the Parent Borrower or such Subsidiary,
(v) Liens arising by operation of law such as mechanics', materialmen's,
carriers', warehousemen's liens incurred in the ordinary course of business
which are being contested in accordance with Section 7.6, (vi) Liens arising out
of judgments or decrees which are being contested in accordance with Section
7.6, provided that enforcement of such Liens is stayed pending such contest,
(vii) statutory Liens in favor of lessors arising in connection with the
Property leased to the Parent Borrower or any of its Subsidiaries, (viii) Liens
under capital leases and Liens on Property (including, in the event such
Property constitutes capital stock of a newly acquired Subsidiary of the Parent
Borrower, Liens on the Property of such Subsidiary) acquired after the Effective
Date and either existing on such Property when acquired, or created
contemporaneously with such acquisition, to secure the payment or financing of
the purchase price thereof, provided that such Liens attach only to the Property
so purchased or acquired and provided further that the Indebtedness secured by
such Liens is permitted by Section 8.1(v), (ix) Liens pursuant to the Wachovia
Synthetic Lease Arrangement, (x) Liens on Property of the Parent Borrower and
its Subsidiaries existing on the Effective Date as set forth on Schedule 8.2, as
renewed from time to time, but not any increases in the amounts secured thereby
or extensions thereof to additional Property, (xi) Liens securing Indebtedness
permitted by Section 8.1(vii), (xii) Liens securing Indebtedness permitted by
Section 8.1(ix) and (xiii) Liens pursuant to the Aircraft Synthetic Lease.

     8.3.     Mergers and Consolidations

                  Consolidate or merge into or with any Person, or enter into
any binding agreement to do so which is not contingent on obtaining the consent
of the requisite Lenders, or permit any of its Subsidiaries to do so, except:

              (a) provided that, immediately before and after giving effect
thereto, no Default shall exist, (i) the Parent Borrower may consolidate or
merge with any direct or indirect wholly owned Subsidiary thereof, provided that
the Parent Borrower shall be the survivor and shall have assumed in a manner in
all respects reasonably satisfactory to the Administrative Agent all of such
Subsidiary's obligations and liabilities under the Loans Documents to which such
Subsidiary was party immediately prior to such merger, in each case whether
fixed, contingent, then existing or thereafter arising, created, assumed,
incurred or acquired, and whether before or after the occurrence of any Event of
Default under Section 9.1(g) or (h), (ii) any Active Subsidiary Borrower may
consolidate or merge with any direct or indirect wholly owned Subsidiary of the
Parent Borrower (other than an Active Subsidiary Borrower), provided that such
Active Subsidiary Borrower shall be the survivor, and (iii) any Active
Subsidiary Borrower may consolidate or merge with any other Active Subsidiary
Borrower which shall be organized under the laws of, and have its principal
office in, the same national jurisdiction as such Active Subsidiary Borrower,
provided that the survivor shall have assumed in a manner in all respects
reasonably satisfactory to the Administrative Agent all of the other entity's
obligations and liabilities under the Loans Documents, in each case whether
fixed, contingent, then existing or thereafter arising, created, assumed,
incurred or acquired, and whether before or after the occurrence of any Event of
Default under Section 9.1(g) or (h); and

              (b) other consolidations and mergers permitted by Sections 8.4(c),
8.4(d), 8.4(e), 8.5(c), 8.5(d) and 8.5(e).

     8.4.     Acquisitions

                  Make any Acquisition or enter into any binding agreement to do
so which is not contingent on obtaining the consent of the requisite Lenders, or
permit any of its Subsidiaries to do so, except:

              (a) Acquisitions of Investments permitted by Section 8.6;

              (b) Acquisitions pursuant to the Wachovia Synthetic Lease
Arrangement, the Aircraft Synthetic Lease and Synthetic Leases permitted by
Section 8.14;

              (c) Unrestricted Intercompany Acquisitions, provided that, in the
event that any such Unrestricted Intercompany Acquisition shall be effected by
or through a consolidation or merger involving the Parent Borrower or any Active
Subsidiary Borrower, then such consolidation or merger shall be otherwise
permitted by Section 8.3(a);

              (d) Other Intercompany Acquisitions, provided that (i) each such
Other Intercompany Acquisition shall be otherwise permitted by Section 8.10,
(ii) in the event that any such Other Intercompany Acquisition shall be effected
by or through a consolidation or merger involving the Parent Borrower or any
Active Subsidiary Borrower, then, in the case of the Parent Borrower, the Parent
Borrower shall be the survivor, and, in the case of such Active Subsidiary
Borrower, such Active Subsidiary Borrower shall be the survivor unless otherwise
permitted by Section 8.3(a), and (iii) to the extent that the aggregate
consideration paid in connection with any such Other Intercompany Acquisition
shall be comprised of one or more Investments, each such Investment shall be
otherwise permitted by Section 8.6(g) or 8.6(h);

              (e) other Acquisitions by the Parent Borrower or any of its
Subsidiaries, provided that, (i) in the event that any Operating Entity shall be
acquired in connection with any such Acquisition, then such Operating Entity
shall be in, or otherwise constitute, a line of business which is related or
complementary to the line of business of the Parent Borrower and its
Subsidiaries, (ii) in the event that any such Acquisition shall be effected by
or through a consolidation or merger involving the Parent Borrower or any Active
Subsidiary Borrower, then, in the case of the Parent Borrower, the Parent
Borrower shall be the survivor, and, in the case of such Active Subsidiary
Borrower, such Active Subsidiary Borrower shall be the survivor unless otherwise
permitted by Section 8.3(a), and (iii) immediately before and after giving
effect to each such Acquisition, no Default shall or would exist, and all of the
representations and warranties contained in Section 4 shall be true and correct
as if then made; and

              (f) Acquisitions of Securitization Receivables by an Eligible
Special Purpose Entity in a Permitted Securitization.

     8.5.     Dispositions

                  Make any Disposition, or permit any of its Subsidiaries to do
so, except:

              (a) Dispositions of any Investments permitted under Sections
8.6(a) and 8.6(c);

              (b) Dispositions of Property which, in the reasonable opinion of
the Parent Borrower or such Subsidiary, as the case may be, is obsolete or no
longer useful in the conduct of it business;

              (c) Unrestricted Intercompany Dispositions, provided that, in the
event that any such Unrestricted Intercompany Disposition shall be effected by
or through a consolidation or merger involving the Parent Borrower or any Active
Subsidiary Borrower, then, in the case of the Parent Borrower, the Parent
Borrower shall be the survivor, and, in the case of such Active Subsidiary
Borrower, such Active Subsidiary Borrower shall be the survivor unless otherwise
permitted by Section 8.3(a);

              (d) Other Intercompany Dispositions, provided that (i) each such
Other Intercompany Disposition shall be otherwise permitted by Section 8.10,
(ii) in the event that any such Other Intercompany Disposition shall be effected
by or through a consolidation or merger involving the Parent Borrower or any
Active Subsidiary Borrower, then, in the case of the Parent Borrower, the Parent
Borrower shall be the survivor, and, in the case of such Active Subsidiary
Borrower, such Active Subsidiary Borrower shall be the survivor unless otherwise
permitted by Section 8.3(a), and (iii) to the extent that the aggregate
consideration paid in connection with any such Other Intercompany Disposition
shall be comprised of one or more Investments, each such Investment shall be
otherwise permitted by Section 8.6(g) or 8.6(h);

             (e) other  Dispositions, provided that, (i) in the event any such
Disposition shall be effected by or through a consolidation or merger involving
the Parent Borrower or any Active Subsidiary Borrower, then, in the case of the
Parent Borrower, the Parent Borrower shall be the survivor, and, in the case of
such Active Subsidiary Borrower, such Active Subsidiary Borrower shall be the
survivor unless otherwise permitted by Section 8.3(a), (ii) immediately before
and after giving effect to each such Disposition, no Default shall or would
exist, and all of the representations and warranties contained in Section 4
shall be true and correct as if then made, and (iii) immediately after giving
effect to each such Disposition, the aggregate fair market value of the Property
sold, assigned, transferred or otherwise disposed of in connection with such
Disposition, when aggregated with the aggregate fair market value of all
Property sold, assigned, transferred or otherwise disposed of in connection with
all other Dispositions made on and after the date hereof under this Section
8.5(e), shall not exceed an amount equal to 10% of Consolidated Tangible Net
Worth; and

             (f) Dispositions of Securitization Receivables to an Eligible
Special Purpose Entity in a Permitted Securitization.

     8.6.     Investments

                  At any time, purchase or otherwise acquire, hold or invest in
the Capital Stock of, or any other interest in, any Person, or make any loan or
advance to, or enter into any arrangement for the purpose of providing funds or
credit to, or make any other investment, whether by way of capital contribution,
time deposit or otherwise, in or with any Person (all of which are sometimes
referred to herein as "Investments"), or permit any of its Subsidiaries to do
so, except:

             (a) Investments in Cash Equivalents;

             (b) Investments existing on the Effective Date as set forth on
Schedule 8.6;

             (c) normal business banking accounts and short-term certificates of
deposit and time deposits in, or issued by, federally insured institutions in
amounts not exceeding the limits of such insurance;

             (d) Acquisitions permitted by Section 8.3 and 8.4;

             (e) Investments in any seller debt incurred in connection with
Dispositions permitted by Section 8.5;

             (f) Unrestricted Intercompany Investments;

             (g) Other Intercompany Investments made on or after the date hereof
(other than Investments permitted by Section 8.6(b)), provided that, immediately
after giving effect to each such Other Intercompany Investment, the Other
Intercompany Basket Amount shall not exceed an amount equal to 20% of
Consolidated Tangible Net Worth; and

             (h) other Investments made on or after the date hereof (other than
Investments permitted by Section 8.6(b)), provided that, (i) immediately before
and after giving effect to each such other Investment, no Default shall or would
exist, and all of the representations and warranties contained in Section 4
shall be true and correct as if then made, and (ii) the aggregate consideration
paid for all such other Investments shall not exceed $10,000,000.

     8.7.     Restricted Payments

                  Declare or make any Restricted Payments, or permit any of its
Subsidiaries to do so, except:

             (a) Unrestricted Intercompany Payments;

             (b) Other Intercompany Restricted Payments made on or after the
date hereof, provided that, immediately after giving effect thereto, the Other
Intercompany Basket Amount shall not exceed an amount equal to 20% of
Consolidated Tangible Net Worth;

             (c) other Restricted Payments made on or after the date hereof,
provided that, (i) immediately before and after giving effect thereto, no
Default shall or would exist, and (ii) the aggregate amount of all such
Restricted Payments received by Persons other than the Parent Borrower and its
Subsidiaries shall not exceed $12,000,000 in any fiscal year (excluding from
such computation Restricted Payments permitted by clause (d) of this Section
8.7); and

             (d) other Restricted Payments made in connection with the
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition of shares of the Parent Borrower's common stock, provided that, (i)
immediately before and after giving effect thereto, no Default shall or would
exist, and (ii) the aggregate amount of shares of the Parent Borrower's common
stock subject to all such redemptions, retirements, sinking fund or similar
payments, purchases and other acquisitions referred to in this clause (d) made
after the Effective Date shall not exceed 777,640.

     8.8.     Business Changes

                  Except as may be otherwise permitted by Section 8.3 or 8.4,
materially change the nature of the business of the Parent Borrower and its
Subsidiaries as conducted on the Effective Date.

     8.9.     Amendments, Etc.

                  Enter into or agree to, or permit any of its Subsidiaries to
do so, any amendment, supplement, other modification or waiver of any term or
condition of its Organizational Documents, unless, in each such case, such
amendment, supplement, other modification or waiver would not adversely affect
the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender.

     8.10.    Transactions with Affiliates

                  Become, or permit any of its Subsidiaries to become, a party
to any transaction with any Affiliate thereof unless the Parent Borrower's
Managing Person shall have determined that the terms and conditions relating
thereto are as favorable to the Parent Borrower or such Subsidiary, as the case
may be, as those which would be obtainable at the time in a comparable
arms-length transaction with a Person other than an Affiliate thereof. Nothing
herein shall be construed to prohibit a Permitted Securitization.

     8.11.    Limitation on Upstream Payments by Subsidiaries

                  Permit or cause any of its Subsidiaries to enter into or
agree, or otherwise be or become subject, to any agreement, contract or other
arrangement (other than this Agreement) with any Person pursuant to the terms of
which such Subsidiary is or would be prohibited from declaring or making, or
restricted in its ability to declare or make, any Restricted Payment or any loan
or advance to the Parent Borrower or any other Subsidiary thereof or prohibited
from repaying, or restricted in its ability to repay, any loan or advance from
the Parent Borrower or any other Subsidiary thereof.

     8.12.    Prepayments of Indebtedness

                  Prepay or obligate itself to prepay, in whole or in part, any
long-term Indebtedness (other than Indebtedness under the Loan Documents), or
permit any of its Subsidiaries to do so, except that the Parent Borrower or any
of its Subsidiaries may refinance any long-term Indebtedness with any other
long-term Indebtedness, provided that the terms and conditions thereof shall, in
the reasonable determination of the Administrative Agent, be no less favorable
to the Parent Borrower or such Subsidiary, as the case may be, as the long-term
Indebtedness so being refinanced.

     8.13.    Limitation on Negative Pledges

                  Enter into any agreement, other than (i) this Agreement or
(ii) any agreement in respect of Indebtedness permitted by Section 8.1(v),
provided that any prohibition or limitation referred to in this Section 8.13
shall only be effective against the assets financed by such agreement, or permit
any of its Subsidiaries to do so, which prohibits or limits the ability of the
Parent Borrower or such Subsidiary to create, incur, assume or suffer to exist
any Lien in favor of the Administrative Agent, the Lenders, the Swing Line
Lender and/or the Issuing Bank upon any of its Property, whether now owned or
hereafter acquired.

     8.14.    Limitation on Synthetic Leases

                  Create, incur, assume or suffer to exist any Synthetic Lease,
or permit any of its Subsidiaries to do so, except (i) the Wachovia Synthetic
Lease Arrangement and the Aircraft Synthetic Lease and (ii) Synthetic Leases
(excluding the Wachovia Synthetic Lease Arrangement and the Aircraft Synthetic
Lease) under which the Synthetic Lease Obligations, when added to the aggregate
outstanding principal amount of all Indebtedness incurred in accordance with
Section 8.1(ix), shall not exceed $15,000,000 at any time.

     8.15.    Limitation on Securitization Transactions

                  Enter into any Securitization Transaction or any amendment
thereto which has the effect of increasing the Maximum Purchase Amount
thereunder, or permit any of its Subsidiaries to do so, except Securitization
Transactions in which the Parent Borrower or a Subsidiary of the Parent Borrower
is the Receivables Seller and with respect to which the Maximum Purchase Amount,
as of its most recent Test Date (the "Relevant Test Date") when added to the
aggregate Maximum Purchase Amount of all other ongoing Securitization
Transactions entered into in accordance with this Section 8.15 (each valued as
of its most recent Test Date), shall not exceed 10% of Consolidated Total Assets
as of the last day of the fiscal quarter of the Parent Borrower ended on or most
recently prior to the Relevant Test Date.

9.       DEFAULT

     9.1.     Events of Default

                  The following shall each constitute an "Event of Default"
hereunder:

          (a) The failure of any Borrower to make any payment of principal with
respect to any Loan when due and payable, or the failure of the Parent Borrower
to make any payment with respect to any Reimbursement Obligation when due and
payable; or

          (b) The failure of any Credit Party to make any payment of interest,
Fees, expenses or other amounts payable under any Loan Document or otherwise to
the Administrative Agent with respect to the loan facilities established
hereunder within three Business Days of the date when due and payable; or

          (c) The failure of any Credit Party to observe or perform any covenant
or agreement contained in Sections 2.7, 7.3, 7.11, 7.12 or Section 8 (other than
Sections 8.1, 8.2, 8.6 and 8.13); or

          (d) The failure of any Credit Party to observe or perform (i) any
term, covenant or agreement contained in Section 8.1, 8.2, 8.6 or 8.13 and such
failure shall have continued unremedied for a period of 10 days after such
Credit Party shall have become aware thereof, or (ii) any other term, covenant,
or agreement contained in any Loan Document and such failure shall have
continued unremedied for a period of 30 days after such Credit Party shall have
become aware thereof; or

          (e) Any representation or warranty made or deemed made by any Credit
Party (or by an officer thereof on its behalf) in any Loan Document or in any
certificate, report, opinion (other than an opinion of counsel) or other
document delivered or to be delivered pursuant thereto, shall prove to have been
incorrect or misleading (whether because of misstatement or omission) in any
material respect when made or deemed made; or

          (f)(i) Liabilities and/or other obligations of the Parent Borrower
(other than its obligations hereunder) or any of its Subsidiaries, whether as
principal, guarantor, surety or other obligor, for the payment of any
Indebtedness in an aggregate amount in excess of $1,000,000 (A) shall become or
shall be declared to be due and payable prior to the expressed maturity thereof,
or (B) shall not be paid when due or within any grace period for the payment
thereof, or (ii) any holder of any such liability or other obligation shall have
the right (A) to declare such liability or other obligation due and payable
prior to the expressed maturity thereof and the applicable defaults or events of
default giving rise to such right shall then be continuing or (B) in the case of
Indebtedness consisting of a Synthetic Lease (without excluding Synthetic Leases
from (A)), to terminate such Synthetic Lease prior to its stated termination; or

          (g) Any Credit Party (other than an Inactive  Subsidiary  Borrower)
shall (i) make an assignment for the benefit of creditors, (ii) generally not be
paying its debts as such debts become due, (iii) admit in writing its inability
to pay its debts as they become due, (iv) file a voluntary petition in
bankruptcy, (v) become insolvent (however such insolvency shall be evidenced),
(vi) file any petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment of debt, liquidation or dissolution or
similar relief under any present or future statute, law or regulation of any
jurisdiction, (vii) petition or apply to any tribunal for any receiver,
custodian or any trustee for any substantial part of its Property, (viii) be the
subject of any such  proceeding filed against it which remains undismissed for a
period of 45 days, (ix) file any answer admitting or not contesting the material
allegations of any such petition filed against it or any order, judgment or
decree approving such petition in any such proceeding, (x) seek, approve,
consent to, or acquiesce in any such proceeding, or in the appointment of any
trustee, receiver, sequestrator, custodian, liquidator, or fiscal agent for it,
or any substantial part of its Property, or an order is entered appointing any
such trustee, receiver, custodian, liquidator or fiscal agent and such order
remains in effect for 45 days, or (xi) take any formal action for the purpose of
effecting any of the foregoing or looking to the liquidation or dissolution of
such Credit Party (except as may be otherwise expressly permitted herein); or

          (h) An order for relief is entered  under the United States bankruptcy
laws or any other decree or order is entered by a court having jurisdiction (i)
adjudging any Credit Party (other than an Inactive Subsidiary Borrower) bankrupt
or insolvent, (ii) approving as properly filed a petition seeking
reorganization, liquidation, arrangement, adjustment or composition of or in
respect of any Credit Party (other than an Inactive Subsidiary Borrower) under
the United States bankruptcy laws or any other applicable Federal or state law,
(iii) appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of any Credit Party (other than an
Inactive Subsidiary Borrower) or of any substantial part of the Property
thereof, or (iv) ordering the winding up or liquidation of the affairs of any
Credit Party (other than an Inactive Subsidiary Borrower), and, in each case,
such other decree or order continues unstayed and in effect for a period of 45
days; or

          (i) Judgments or decrees against the Parent Borrower or any of its
Subsidiaries aggregating in excess of $500,000 shall remain unpaid, unstayed on
appeal, undischarged, unbonded or undismissed for a period of 30 days; or

          (j) The occurrence of a Change of Control; or

          (k) Any Loan Document shall cease, for any reason, to be in full force
and effect, or any Credit Party shall so assert in writing or shall disavow any
of its obligations thereunder, or any Event of Default shall have occurred
under, and as such term is defined in, any Loan Document; or

          (l)(i) any Termination Event shall occur; (ii) any Accumulated Funding
Deficiency, whether waived, shall exist with respect to any Pension Plan; (iii)
any Person shall engage in any Prohibited Transaction involving any Employee
Benefit Plan; (iv) the Parent Borrower, any of its Subsidiaries or any ERISA
Affiliate shall fail to pay when due an amount which is payable by it to the
PBGC or to a Pension Plan under Title IV of ERISA; (v) the imposition of any tax
under Section 4980B(a) of the Code; (vi) the assessment of a civil penalty with
respect to any Employee Benefit Plan under Section 502(c) of ERISA; or (vii) any
other event or condition shall occur or exist with respect to an Employee
Benefit Plan which in the case of clauses (i) through (vii) would, individually
or in the aggregate, have a Material Adverse Effect; or

          (m) A default by the Parent Borrower or any of its Subsidiaries shall
have occurred under the Wachovia Synthetic Lease Arrangement or the Aircraft
Synthetic Lease, and the applicable grace period or cure period, if any, with
respect to such default shall have expired.

     9.2.     Contract Remedies

          (a) Upon the occurrence of an Event of Default or at any time
thereafter during the continuance thereof, (i) if it is an Event of Default
specified in Section 9.1(g) or 9.1(h), all Revolving Credit Commitments, the
Swing Line Commitment and the Letter of Credit Commitment shall immediately and
automatically terminate and the Loans, all accrued and unpaid interest thereon,
any Reimbursement Obligations owing or contingently owing in respect of all
outstanding Letters of Credit and all other amounts owing under the Loan
Documents shall immediately become due and payable, and (ii) if it is any other
Event of Default, upon the direction of the Required Lenders, the Administrative
Agent shall (A) by notice to the Parent Borrower, declare all Revolving Credit
Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to
be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing
Line Commitment and the Letter of Credit Commitment shall immediately terminate,
and/or (B) by notice of default to the Parent Borrower, declare the Loans, all
accrued and unpaid interest thereon, any Reimbursement Obligations owing or
contingently owing in respect of all outstanding Letters of Credit and all other
amounts owing under the Loan Documents to be due and payable forthwith,
whereupon the same shall immediately become due and payable. Except as otherwise
provided in this Section, presentment, demand, protest and all other notices of
any kind are hereby expressly waived. Each Credit Party hereby further expressly
waives and covenants not to assert any appraisement, valuation, stay, extension,
redemption or similar laws, now or at any time hereafter in force which might
delay, prevent or otherwise impede the performance or enforcement of any Loan
Document.

          (b) In the event that the Revolving Credit Commitments, the Swing Line
Commitment and the Letter of Credit Commitment shall have been terminated or the
Loans, any Reimbursement Obligations owing or contingently owing in respect of
all outstanding Letters of Credit and all other amounts owing under the Loan
Documents shall have been declared due and payable pursuant to the provisions of
this Section, any funds received by the Administrative Agent, the Issuing Bank,
the Swing Line Lender and the Lenders from or on behalf of the Borrowers shall
be remitted to, and applied by, the Administrative Agent in the following manner
and order: (i) first, to the payment of interest on, and then the principal
portion of, any Revolving Credit Loans which the Administrative Agent may have
advanced on behalf of any Lender for which the Administrative Agent has not then
been reimbursed by such Lender or any Credit Party; (ii) second, to reimburse
the Administrative Agent, the Issuing Bank, the Swing Line Lender for any
expenses due from the Credit Parties pursuant to the provisions of Section 11.5
and the Reimbursement Agreements, (iii) third, to the payment of the
Reimbursement Obligations and the outstanding principal amount of the Swing Line
Loans (together with all interest thereon), (iv) fourth, to the payment of the
Fees, (v) fifth, to the payment of any other fees, expenses or amounts (other
than the principal of and interest on the Loans) payable by the Credit Parties
to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any of
the Lenders under the Loan Documents, (vi) sixth, to the payment, pro rata
according to the Outstanding Percentage of each Lender, of interest due on the
Loans (other than the Swing Line Loans), (vii) seventh, to the payment, pro rata
according to Outstanding Percentage of each Lender, of principal on the Loans
(other than the Swing Line Loans), of such principal, and (viii) eighth, any
remaining funds shall be paid to whomsoever shall be entitled thereto or as a
court of competent jurisdiction shall direct.

10.      THE ADMINISTRATIVE AGENT

     10.1.    Appointment

                  Each of the Issuing Bank, the Swing Line Lender and each
Lender hereby irrevocably designates and appoints BNY as the Administrative
Agent of the Issuing Bank, the Swing Line Lender and such Lender under the Loan
Documents and each of the Issuing Bank, the Swing Line Lender and each Lender
hereby irrevocably authorizes the Administrative Agent to take such action on
its behalf under the provisions of the Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of the Loan Documents, together with such other powers as are
reasonably incidental thereto. The duties of the Administrative Agent shall be
mechanical and administrative in nature, and, notwithstanding any provision to
the contrary elsewhere in any Loan Document, the Administrative Agent shall not
have any duties or responsibilities other than those expressly set forth
therein, or any fiduciary relationship with, or fiduciary duty to, the Issuing
Bank, the Swing Line Lender or any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the Loan
Documents or otherwise exist against the Administrative Agent.

     10.2.    Delegation of Duties

                  The Administrative Agent may execute any of its duties under
the Loan Documents by or through agents or attorneys-in-fact and shall be
entitled to rely upon, and shall be fully protected in, and shall not be under
any liability for, relying upon, the advice of counsel concerning all matters
pertaining to such duties.

     10.3.    Exculpatory Provisions

                  Neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (i)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with the Loan Documents (except the Administrative Agent
for its own gross negligence or willful misconduct), or (ii) responsible in any
manner to the Issuing Bank, the Swing Line Lender or any of the Lenders for any
recitals, statements, representations or warranties made by any Credit Party, or
any officer thereof, contained in the Loan Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, the Loan Documents or
for the value, validity, effectiveness, genuineness, perfection, enforceability
or sufficiency of any of the Loan Documents or for any failure of any Credit
Party or any other Person to perform its obligations thereunder. The
Administrative Agent shall not be under any obligation to the Issuing Bank, the
Swing Line Lender or any Lender to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, the Loan
Documents, or to inspect the Property, books or records of any Credit Party. The
Issuing Bank, the Swing Line Lender and the Lenders acknowledge that the
Administrative Agent shall not be under any duty to take any discretionary
action permitted under the Loan Documents unless the Administrative Agent shall
be instructed in writing to do so by the Issuing Bank, the Swing Line Lender and
Required Lenders and such instructions shall be binding on the Issuing Bank, the
Swing Line Lender and all Lenders; provided, however, that the Administrative
Agent shall not be required to take any action which exposes the Administrative
Agent to personal liability or is contrary to law or any provision of the Loan
Documents. The Administrative Agent shall not be under any liability or
responsibility whatsoever, as Administrative Agent, to any Credit Party or any
other Person as a consequence of any failure or delay in performance, or any
breach, by the Issuing Bank, the Swing Line Lender or any Lender of any of its
obligations under any of the Loan Documents.

     10.4.    Reliance by Administrative Agent

                  The Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, opinion, letter, cablegram, telegram, facsimile, telex
or teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by a
proper Person or Persons and upon advice and statements of legal counsel
(including counsel to any Credit Party), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may treat
the Issuing Bank, the Swing Line Lender or each Lender, as the case may be, or
the Person designated in the last notice filed with it under this Section, as
the holder of all of the interests of the Issuing Bank, the Swing Line Lender or
such Lender, as the case may be, in its Loans, the Letters of Credit and the
Reimbursement Obligations, as applicable, until written notice of transfer,
signed by the Issuing Bank, the Swing Line Lender or such Lender (or the Person
designated in the last notice filed with the Administrative Agent) and by the
Person designated in such written notice of transfer, in form and substance
satisfactory to the Administrative Agent, shall have been filed with the
Administrative Agent. The Administrative Agent shall not be under any duty to
examine or pass upon the validity, effectiveness, enforceability or genuineness
of the Loan Documents or any instrument, document or communication furnished
pursuant thereto or in connection therewith, and the Administrative Agent shall
be entitled to assume that the same are valid, effective and genuine, have been
signed or sent by the proper parties and are what they purport to be. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under the Loan Documents unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under the Loan Documents in accordance with a request or direction of
the Required Lenders, and such request or direction and any action taken or
failure to act pursuant thereto shall be binding upon the Issuing Bank, the
Swing Line Lender, all the Lenders and all future holders of the Loans and the
Reimbursement Obligations.

     10.5.    Notice of Default

                  The Administrative Agent shall be deemed not to have knowledge
or notice of the occurrence of any Default unless the Administrative Agent has
received written notice thereof from the Issuing Bank, the Swing Line Lender, a
Lender or any Credit Party. In the event that the Administrative Agent receives
such a notice, the Administrative Agent shall promptly give notice thereof to
the Issuing Bank, the Swing Line Lender, the Lenders and the Parent Borrower.

     10.6.    Non-Reliance on Administrative Agent and Other Lenders

                  Each of the Issuing Bank, the Swing Line Lender and each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereinafter, including any review of the affairs of the
Parent Borrower or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to the Issuing Bank, the
Swing Line Lender or any Lender. Each of the Issuing Bank, the Swing Line Lender
and each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent, the Issuing
Bank, the Swing Line Lender or any Lender, and based on such documents and
information as it has deemed appropriate made its own evaluation of and
investigation into the business, operations, Property, financial and other
condition and creditworthiness of the Parent Borrower and its Subsidiaries and
made its own decision to enter into this Agreement. Each of the Issuing Bank,
the Swing Line Lender and each Lender also represents that it will,
independently and without reliance upon the Administrative Agent, the Issuing
Bank, the Swing Line Lender or any Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, evaluations and decisions in taking or not taking action under
any Loan Document, and to make such investigation as it deems necessary to
inform itself as to the business, operations, Property, financial and other
condition and creditworthiness of the Parent Borrower and its Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Issuing Bank, the Swing Line Lender and/or the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide the Issuing Bank, the Swing Line Lender or any
Lender with any credit or other information concerning the business, operations,
Property, financial and other condition or creditworthiness of the Parent
Borrower and its Subsidiaries which at any time may come into the possession of
the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

     10.7.    Indemnification

                  Each Lender agrees to indemnify and hold harmless the
Administrative Agent in its capacity as such (to the extent not promptly
reimbursed by any Credit Party and without limiting the obligation of any Credit
Party to do so), pro rata according to (i) at any time prior to the Commitment
Termination Date, its Commitment Percentage, and (ii) at all other times, (a) if
no Loan or Reimbursement Obligation is outstanding, its Commitment Percentage,
and (b) if any Loan or Reimbursement Obligation is outstanding, its Outstanding
Percentage, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever including any amounts paid to the Issuing Bank, the Swing
Line Lender or any Lender (through the Administrative Agent) by any Credit Party
pursuant to the terms of the Loan Documents, that are subsequently rescinded or
avoided, or must be otherwise restored or returned) which may at any time
(including at any time following the payment of the Loans or the Reimbursement
Obligations) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents or any other
documents contemplated by or referred to therein or the transactions
contemplated thereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing; provided,
however, that no Lender shall be liable to the Administrative Agent for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the
extent resulting solely from the finally adjudicated gross negligence or willful
misconduct of the Administrative Agent. Without limitation of the foregoing,
each Lender agrees to reimburse each Agent promptly upon demand for its pro rata
share (calculated as set forth in the first sentence of this Section) of any
unpaid fees owing to the Administrative Agent, and any costs and expenses
(including reasonable fees and expenses of counsel) payable by any Credit Party
under Section 11.5, to the extent that the Administrative Agent has not been
paid such fees or has not been reimbursed for such costs and expenses, by any
Credit Party. The failure of any Lender to reimburse the Administrative Agent
promptly upon demand for its pro rata share (as so calculated) of any amount
required to be paid by the Lenders to the Administrative Agent as provided in
this Section shall not relieve any other Lender of its obligation hereunder to
reimburse the Administrative Agent for its pro rata share (as so calculated) of
such amount, but no Lender shall be responsible for the failure of other Lender
to reimburse the Administrative Agent for such other Lender's pro rata share (as
so calculated) of such amount. The agreements in this Section shall survive the
termination of the Revolving Credit Commitments, the Swing Line Commitment, the
Letter of Credit Commitment, and the payment of all amounts payable under the
Loan Documents.

     10.8.    Administrative Agent in Its Individual Capacity

                  BNY and its affiliates may make secured or unsecured loans to,
accept deposits from, issue letters of credit for the account of, act as trustee
under indentures of, and generally engage in any kind of business with, the
Parent Borrower or any of its Subsidiaries as though BNY were not Administrative
Agent hereunder and BNY Capital Markets did not arrange the transactions
contemplated hereby. With respect to the Revolving Credit Commitment, Swing Line
Commitment and Letter of Credit Commitment made or renewed by BNY and the Loans
and Reimbursement Obligations owing to BNY, BNY shall have the same rights and
powers under the Loan Documents as the Issuing Bank, the Swing Line Lender or
any Lender and may exercise the same as though it were not the Administrative
Agent, and the terms "Lender" and "Lenders" shall in each case include BNY.

     10.9.    Successor Administrative Agent

                  If at any time the Administrative Agent deems it advisable, in
its sole discretion, it may submit to the Issuing Bank, the Swing Line Lender
and each of the Lenders a written notice of its resignation as Administrative
Agent under the Loan Documents, such resignation to be effective upon the
earlier of (i) the written acceptance of the duties of the Administrative Agent
under the Loan Documents by a successor Administrative Agent and (ii) on the
30th day after the date of such notice. Upon any such resignation, the Required
Lenders shall have the right to appoint from among the Lenders a successor
Administrative Agent, provided that the Parent Borrower shall have consented
thereto in writing (which consent shall not be unreasonably withheld and shall
not be required if a Default shall have occurred and then be continuing). If no
successor Administrative Agent shall have been so appointed by the Required
Lenders and accepted such appointment in writing within 30 days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Issuing Bank, the Swing Line
Lender and the Lenders, appoint a successor Administrative Agent, which
successor Administrative Agent shall be a commercial bank organized under the
laws of the United States or any State thereof and having a combined capital,
surplus, and undivided profits of at least $100,000,000. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent's rights, powers,
privileges and duties as Administrative Agent under the Loan Documents shall be
terminated. The Credit Parties, the Issuing Bank, the Swing Line Lender and the
Lenders shall execute such documents as shall be necessary to effect such
appointment. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of the Loan Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it, and any amounts
owing to it, while it was Administrative Agent under the Loan Documents. If at
any time there shall not be a duly appointed and acting Administrative Agent,
the Credit Parties agree to make each payment due under the Loan Documents
directly to the Issuing Bank, the Swing Line Lender and the Lenders entitled
thereto during such time.

11.      OTHER PROVISIONS

     11.1.    Amendments and Waivers

                  Except as otherwise provided in Section 11(h) of the
Subsidiary Guaranty, with the written consent of the Required Lenders, the
Administrative Agent and the appropriate Credit Parties may, from time to time,
enter into written amendments, supplements or modifications of the Loan
Documents and, with the consent of the Required Lenders, the Administrative
Agent on behalf of the Issuing Bank, the Swing Line Lender and the Lenders may
execute and deliver to any such Credit Parties a written instrument waiving or a
consent to a departure from, on such terms and conditions as the Administrative
Agent may specify in such instrument, any of the requirements of the Loan
Documents or any Default and its consequences; provided, however, that:

          (a) no such amendment, supplement, modification, waiver or consent
shall, without the consent of all of the Lenders, (i) increase the Revolving
Credit Commitment Amount of any Lender or the Aggregate Revolving Credit
Commitment Amount, (ii) extend the Scheduled Revolving Credit Commitment
Termination Date, (iii) decrease the rate, or extend the time of payment, of
interest of, or change or forgive the principal amount or extend the time of
payment of, any Loan (other than a Swing Line Loan), or decrease the rate, or
extend the time of payment, of the Facility Fee or the Letter of Credit
Commissions, (iv) change the provisions of Sections 3.4, 3.5, 3.6, 3.7, 3.8,
3.9, 3.10, 11.1, 11.6(a) or 11.7, (v) change the definition of "Required
Lenders," (vi) change the several nature of the obligations of the Lenders,
(vii) release any Credit Party from all or substantially all its obligations
under the Subsidiary Guaranty (other than as provided in Section 11(h) of the
Subsidiary Guaranty) or (viii) add a new Core Currency;

          (b) without the written consent of the Issuing Bank, no such
amendment, supplement, modification or waiver shall change the Letter of Credit
Commitment, change the amount or the time of payment of the Letter of Credit
Commissions or change any other term or provision which relates to the Letter of
Credit Commitment or the Letters of Credit or any other rights of the Issuing
Bank under any Loan Document;

          (c) without the written consent of the Administrative Agent, no such
amendment, supplement, modification or waiver shall amend, modify or waive any
provision of Section 10 or otherwise change any of the rights or obligations of
the Administrative Agent hereunder or under the Loan Documents; and

          (d) without the written consent of the Swing Line Lender, no such
amendment, supplement, modification or waiver shall change the Swing Line
Commitment or change any other term or provision that relates to the Swing Line
Commitment or the Swing Line Loans.

Any such amendment, supplement, modification or waiver shall apply equally to
the Administrative Agent, the Swing Line Lender, the Issuing Bank and each of
the Lenders and shall be binding upon the parties to the applicable Loan
Document, the Lenders, the Swing Line Lender, the Issuing Bank, the
Administrative Agent and all future holders of the Loans and the Reimbursement
Obligations. In the case of any waiver, the parties to the applicable Loan
Document, the Issuing Bank, the Lenders, the Swing Line Lender and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the Loan Documents to the extent provided for in such
waiver, and any Default waived shall not extend to any subsequent or other
Default, or impair any right consequent thereon. The Loan Documents may not be
amended orally or by any course of conduct.

     11.2.    Notices

                  All notices and other communications under the Loan Documents
shall be given to each party hereto, initially, at the following address, and,
thereafter, such other address through which it may from time to time be
accepting notices, as designated by it in writing to the Administrative Agent
and the Parent Borrower:

          (a) if to the Parent Borrower or any other Borrower, the office,
branch or affiliate thereof designated as its address for notices in Exhibit O
or the Borrower Addendum, if any, executed and delivered with respect to such
Borrower pursuant to Section 2.12, as the case may be;

          (b) if to any Lender, the Issuing Bank or the Swing Line Lender, the
office, branch, affiliate, or correspondent bank thereof designated as its
address for notices in Exhibit N; and

          (c) if to the Administrative Agent, the office, branch, affiliate, or
correspondent bank thereof designated as its address for notices in Exhibit M.

Such notices and other communications will be effective only if and when given
in writing, and shall be deemed to have been given three days after deposit in
the mail, designated as certified mail, return receipt requested,
postage-prepaid, at the applicable address specified above, or when delivered at
the applicable address specified above, or when sent by telecopy addressed to
the party to which such notice is directed at its address determined as provided
above and receipt is confirmed, except that any notice, request or demand by any
Borrower to or upon the Administrative Agent, the Issuing Bank, the Swing Line
Lender or the Lenders pursuant to Sections 2.3, 2.4, 2.5, 2.6, 2.8 or 3.3 shall
not be effective until received. Any party to a Loan Document may rely on
signatures of the parties thereto which are transmitted by fax or other
electronic means as fully as if originally signed.

     11.3.    No Waiver; Cumulative Remedies

                  No failure to exercise and no delay in exercising, on the part
of the Administrative Agent, the Issuing Bank, the Swing Line Lender or any
Lender, any right, remedy, power or privilege under any Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege under any Loan Document preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges under the Loan Documents
are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

     11.4.    Survival of Representations and Warranties and Certain Obligations

           (a) All representations and warranties made under the Loan Documents
and in any document, certificate or statement delivered pursuant thereto or in
connection therewith shall survive the execution and delivery of the Loan
Documents.

           (b) The obligations of the Credit Parties under Sections 3.4, 3.5,
3.6, 3.7, 3.8, 3.9, 3.10, 11.5 and 11.7 shall survive the termination of the
Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit
Commitment and the payment of the Loans, the Reimbursement Obligations and all
other amounts payable under the Loan Documents.

     11.5.    Expenses

                  The Parent Borrower agrees, promptly upon presentation of a
statement or invoice therefor, and whether any Loan is made (i) to pay or
reimburse the Administrative Agent and BNY Capital Markets for all their
respective out-of-pocket costs and expenses reasonably incurred in connection
with the development, preparation, execution and syndication of, the Loan
Documents and any amendment, supplement or modification thereto (whether or not
executed or effective), any documents prepared in connection therewith and the
consummation of the transactions contemplated thereby, including the reasonable
fees and disbursements of Special Counsel, (ii) to pay or reimburse the
Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders
for all of their respective costs and expenses, including reasonable fees and
disbursements of counsel, incurred in connection with (a) any Default and any
enforcement or collection proceedings resulting therefrom or in connection with
the negotiation of any restructuring or "work-out" (whether consummated or not)
of the obligations of any Credit Party under any of the Loan Documents and (b)
the enforcement of this Section, (iii) to pay, indemnify, and hold each of the
Lenders, the Swing Line Lender, the Issuing Bank and the Administrative Agent
harmless from and against, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation of any
of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, the Loan
Documents and any such other documents, and (iv) to pay, indemnify and hold each
of the Lenders, the Swing Line Lender, the Issuing Bank and the Administrative
Agent and each of their respective affiliates, officers, directors and employees
harmless from and against any and all other liabilities, obligations, claims,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including reasonable counsel
fees and disbursements) with respect to the enforcement and performance of the
Loan Documents, the use of the proceeds of the Loans and the Letters of Credit
and the enforcement and performance of the provisions of any subordination
agreement involving the Administrative Agent, the Issuing Bank, the Swing Line
Lender and the Lenders (all the foregoing, collectively, the "Indemnified
Liabilities"), and, if and to the extent that the foregoing indemnity may be
unenforceable for any reason, the Parent Borrower agrees to make the maximum
payment not prohibited under applicable law; provided, however, that the Parent
Borrower shall have no obligation to pay Indemnified Liabilities to the
Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender, as
the case may be, arising from the finally adjudicated gross negligence or
willful misconduct of such Agent or such Lender, as the case may be, or claims
between one indemnified party and another indemnified party. The agreements in
this Section shall survive the termination of the Revolving Credit Commitments,
the Swing Line Commitment and the Letter of Credit Commitment and the payment of
all amounts payable under the Loan Documents.

     11.6.    Assignments and Participations

          (a) Except as may otherwise be permitted by Sections 7.3, 8.3, 8.4 and
8.5, (i) the Loan Documents shall be binding upon and inure to the benefit of
the Credit Parties, the Lenders, the Swing Line Lender, the Issuing Bank, the
Administrative Agent, all future holders of the Loans and the Reimbursement
Obligations, and their respective successors and permitted assigns, and (ii) no
Credit Party may assign, delegate or transfer any of its rights or obligations
under the Loan Documents without the prior written consent of the Administrative
Agent, the Issuing Bank, the Swing Line Lender and each Lender.

          (b) In addition to its rights under Section 11.6(e), each Lender shall
have the right to sell, assign, transfer or negotiate (each an "Assignment") one
hundred percent, or any lesser percentage, of its rights and obligations under
the Loan Documents to any subsidiary or affiliate of such Lender, to any other
Lender, or to any Eligible Assignee, provided that (i) each such Assignment
shall be of a constant, and not a varying, percentage of all of the assignor
Lender's rights and obligations under the Loan Documents, (ii) the Revolving
Credit Commitment Amount of the Revolving Credit Commitment assigned shall be
not less than $5,000,000, or the full Revolving Credit Commitment Amount of such
assignor Lender's Revolving Credit Commitment, (iii) the Parent Borrower, the
Swing Line Lender, the Issuing Bank and the Administrative Agent shall have
consented thereto in writing (which consents shall not be unreasonably
withheld), provided, however, that such consents shall not be required, (A) in
the case of the Swing Line Lender, the Issuing Bank and the Administrative
Agent, if such assignee is another Lender, and (B) in the case of the Parent
Borrower, if a Default shall have occurred and then be continuing or such
assignee is a subsidiary or affiliate of such Lender or is another Lender, and
(iv) the assignor Lender and such assignee shall deliver to the Administrative
Agent three copies of an Assignment and Acceptance Agreement executed by each of
them, along with an assignment fee in the sum of $3,500 for the account of the
Administrative Agent. Upon receipt of such number of executed copies of each
such Assignment and Acceptance Agreement, together with the assignment fee
therefor and the Parent Borrower's, the Swing Line Lender's, the Issuing Bank's
and the Administrative Agent's consents to such Assignment, if required, the
Administrative Agent shall record the same and execute not less than two copies
of such Assignment and Acceptance Agreement in the appropriate place, deliver
one such copy to the assignor and one such copy to the assignee, and deliver one
photocopy thereof, as executed, to the Parent Borrower, the Swing Line Lender
and the Issuing Bank. From and after the effective date specified in such
Assignment and Acceptance Agreement, the assignee thereunder shall be a party
hereto and shall for all purposes of this Agreement and the other Loan Documents
be deemed a "Lender" and, to the extent provided in such Assignment and
Acceptance Agreement, the assignor Lender thereunder shall be released from its
obligations under this Agreement and the other Loan Documents. The
Administrative Agent shall be entitled to rely upon the representations and
warranties made by the assignee under each Assignment and Acceptance Agreement.

          (c) In addition to the participations provided for in Section
11.10(a), each Lender may grant participations in all or any part of its rights
under the Loan Documents to one or more Eligible Assignees, provided that (i)
such Lender's obligations under this Agreement and the other Loan Documents
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties to this Agreement and the other Loan Documents for the performance
of such obligations, (iii) the Credit Parties, the Administrative Agent, the
Issuing Bank, the Swing Line Lender and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents, (iv) no
sub-participations shall be permitted, (v) neither the granting nor the offering
of such participation would require that any additional loss, cost or expense be
borne by any Borrower at any time or would require any registration or
qualification under any applicable federal or state securities laws, and (vi)
the voting rights of any holder of any participation shall be limited to the
voting rights of such Lender under Sections 11.1(a), (b), (c) and (d).

          (d) No Lender shall, as between and among the Credit Parties, the
Administrative Agent, the Issuing Bank, the Swing Line Lender and such Lender,
as the case may be, be relieved of any of its obligations under the Loan
Documents as a result of any Assignment or the granting of any participation in
all or any part of its rights under the Loan Documents, except that it shall be
relieved of its obligations to the extent of any such Assignment of all or any
part of its rights and obligations under the Loan Documents pursuant to Section
11.6(b).

          (e) Subject to Section 11.6(d), any Lender may at any time or from
time to time assign all or any portion of its rights under the Loan Documents to
a Federal Reserve Bank, provided that any such assignment shall not release such
assignor from its obligations thereunder.

     11.7.    Indemnity

                  The Parent Borrower agrees to defend, protect, indemnify, and
hold harmless the Administrative Agent, BNY Capital Markets, the Issuing Bank,
the Swing Line Lender and each Lender, each of their respective affiliates and
each of the respective officers, directors, employees and agents of each of the
foregoing (each an "Indemnified Person") from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel to such Indemnified
Persons in connection with any investigative, administrative or judicial
proceeding, whether direct, indirect or consequential and whether based on any
federal or state laws or other statutory regulations of any jurisdiction,
including securities and commercial laws and regulations, under common law or at
equitable cause, or on contract or otherwise, including any liabilities and
costs under federal, state or local health or safety laws or environmental laws,
regulations, or common law principles, arising from or in connection with the
past, present or future operations of the Parent Borrower, any other Credit
Party, or their respective predecessors in interest, or the past, present or
future environmental condition of the Property of the Parent Borrower or any of
its Subsidiaries, the presence of asbestos-containing materials at any such
Property, or the release or threatened release of any hazardous substance into
the environment from any such Property) in any manner relating to or arising out
of the Loan Documents, any commitment letter or fee letter executed and
delivered by the Parent Borrower or any of its Subsidiaries and/or the
Administrative Agent, the Issuing Bank or the Swing Line Lender, the
capitalization of the Parent Borrower or any of its Subsidiaries, the Revolving
Credit Commitments, the Swing Line Commitment or the Letter of Credit
Commitment, the making of, management of and participation in the Loans or the
Reimbursement Obligations, or the use or intended use of the proceeds of the
Loans or the Letters of Credit hereunder, provided that the Parent Borrower
shall have no obligation under this Section to an Indemnified Person with
respect to any of the foregoing to the extent found in a final judgment of a
court having jurisdiction to have resulted primarily out of the gross negligence
or willful misconduct of such Indemnified Person or arising solely from claims
between one such Indemnified Person and another such Indemnified Person. The
indemnity set forth herein shall be in addition to any other obligations or
liabilities of the Parent Borrower to each Indemnified Person under the Loan
Documents or at common law or otherwise, and shall survive any termination of
the Loan Documents, the expiration of the Revolving Credit Commitments, the
Swing Line Commitment and the Letter of Credit Commitment and the payment of all
Indebtedness under the Loan Documents.

     11.8.    Limitation of Liability

                  No claim may be made by the Parent Borrower, any of its
Subsidiaries, any Lender, the Swing Line Lender, the Issuing Bank or other
Person against the Administrative Agent, any Lender, the Swing Line Lender, the
Issuing Bank or any directors, officers, employees, or agents of any of them for
any special, indirect, consequential or punitive damages in respect of any claim
for breach of contract or any other theory of liability arising out of or
related to the transactions contemplated by any Loan Document, or any act,
omission or event occurring in connection therewith, and each of the Parent
Borrower, its Subsidiaries, each Lender, the Swing Line Lender, the Issuing Bank
and each such other Person hereby waives, releases and agrees not to sue upon
any claim for any such damages, whether or not accrued and whether or not known
or suspected to exist in its favor.

     11.9.    Counterparts

                  This Agreement may be executed by one or more of the parties
thereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same document. It shall
not be necessary in making proof of any Loan Document to produce or account for
more than one counterpart signed by the party to be charged. A counterpart of
any Loan Document or to any document evidencing, and of any an amendment,
modification, consent or waiver to or of any Loan Document transmitted by
telecopy shall be deemed to be an originally executed counterpart. A set of the
copies of the Loan Documents signed by all the parties thereto shall be
deposited with each of the Parent Borrower and the Administrative Agent. Any
party to a Loan Document may rely upon the signatures of any other party thereto
which are transmitted by telecopy or other electronic means to the same extent
as if originally signed.

     11.10.   Adjustments; Set-off

          (a) If any Lender, the Swing Line Lender or the Issuing Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of its Loans or Reimbursement
Obligations in excess of its Outstanding Percentage of payments then due and
payable on account of the Loans or Reimbursement Obligations received by all the
Lenders, the Swing Line Lender and the Issuing Bank, such Lender, the Swing Line
Lender or the Issuing Bank, as the case may be, shall forthwith purchase,
without recourse, for cash, from the other Lenders, the Swing Line Lender and
the Issuing Bank such participations in their Loans and Reimbursement
Obligations as shall be necessary to cause such purchaser to share such excess
payment with each of them according to their Outstanding Percentages, provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchaser, such purchase shall be rescinded and the related
seller shall repay to such purchaser the purchase price to the extent of such
recovery, together with an amount equal to such seller's pro rata share
(according to the proportion of (i) the amount of all other related required
repayments to (ii) the total amount so recovered from the purchaser) of any
interest or other amount paid or payable by the purchaser in respect of the
total amount so recovered.

          (b) In addition to any rights and remedies of each Lender, the Swing
Line Lender and the Issuing Bank provided by law, upon the occurrence of an
Event of Default and acceleration of the Loans and the Reimbursement
Obligations, or at any time upon the occurrence and during the continuance of an
Event of Default under Section 9.1(a) or (b), each Lender, the Swing Line Lender
and the Issuing Bank shall have the right, without prior notice to any Credit
Party, any such notice being expressly waived by each Credit Party to the extent
permitted by applicable law, to set-off and apply against any indebtedness or
other liability, whether matured or unmatured, of any Credit Party to such
Lender, the Swing Line Lender or the Issuing Bank arising under the Loan
Documents, any amount owing from such Lender, the Swing Line Lender or the
Issuing Bank to such Credit Party. To the extent permitted by applicable law,
the aforesaid right of set-off may be exercised by such Lender, the Swing Line
Lender or the Issuing Bank against any Credit Party or against any trustee in
bankruptcy, custodian, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor of any Credit
Party, or against anyone else claiming through or against any Credit Party or
such trustee in bankruptcy, custodian, debtor in possession, assignee for the
benefit of creditors, receivers, or execution, judgment or attachment creditors,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender, the Swing Line Lender or the Issuing Bank prior to the
making, filing or issuance of, service upon such Lender, the Swing Line Lender
or the Issuing Bank of, or notice to such Lender, the Swing Line Lender or the
Issuing Bank of, any petition, assignment for the benefit of creditors,
appointment or application for the appointment of a receiver, or issuance of
execution, subpoena, order or warrant. Each Lender, the Swing Line Lender and
the Issuing Bank agrees promptly to notify the Parent Borrower and the
Administrative Agent after each such set-off and application made by such
Lender, the Swing Line Lender or the Issuing Bank, as the case may be, provided
that the failure to give such notice shall not affect the validity of such
set-off and application.

     11.11.   Construction

                  Each party to a Loan Document represents that it has been
represented by counsel in connection with the Loan Documents and the
transactions contemplated thereby and that the principle that agreements are to
be construed against the party drafting the same shall be inapplicable.

     11.12.   Governing Law

                  The Loan Documents and the rights and obligations of the
parties thereunder shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York, without regard to
principles of conflict of laws, but including Section 5-1401 of the General
Obligations Law.

     11.13.   Judgment Currency

          (a) Each Credit Party's obligations under the Loan Documents to make
payments in the applicable Currency (the "Obligation Currency") shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that, on the Business Day immediately following the date of
such tender or recovery, the Administrative Agent, the Issuing Bank, the Swing
Line Lender or the applicable Lender, as the case may be, may, in accordance
with normal banking procedures, purchase the Obligation Currency with such other
currency. If for the purpose of obtaining or enforcing judgment against any
Credit Party in any court or in any jurisdiction, it becomes necessary to
convert into any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the Obligation Currency, the conversion shall be made at the rate of exchange
at which, in accordance with normal banking procedures in the relevant
jurisdiction, the Obligation Currency could be purchased with the Judgment
Currency as of the day immediately preceding the day on which the judgment is
given (such Business Day being hereinafter referred to as the "Judgment Currency
Conversion Date").

          (b) If the amount of Obligation Currency purchased pursuant to the
last sentence of Section 11.14(a) is less than the sum originally due in the
Obligation Currency, the applicable Credit Party covenants and agrees to
indemnify the applicable recipient against such loss, and if the Obligation
Currency so purchased exceeds the sum originally due to such recipient, such
recipient agrees to remit to the applicable Credit Party such excess.

     11.14.   International Banking Facilities

          (a) The Parent Borrower and the other Credit Parties acknowledge that
some or all of the Lenders may, in connection with the Loan Documents, utilize
an International banking facility (as defined in Regulation D).

          (b) Each Credit Party which is an entity located outside the United
States (i) understands that it is the policy of the Board of Governors of the
Federal Reserve System that deposits received by International banking
facilities may be used only to support the non-U.S. operations of a depositor
(or its foreign affiliates) located outside the United States and that
extensions of credit by International banking facilities may be used only to
finance the non-U.S. operations of a customer (or its foreign affiliates)
located outside the United States, and (ii) acknowledges that the proceeds of
its borrowings hereunder from an international banking facility will be used
solely to finance its operations outside the United States, or that of its
foreign affiliates.

     11.15.   Headings Descriptive

                  Section headings have been inserted in the Loan Documents for
convenience only and shall not be construed to be a part thereof.

     11.16.   Severability

                  Every provision of the Loan Documents is intended to be
severable, and if any term or provision thereof shall be invalid, illegal or
unenforceable for any reason, the validity, legality and enforceability of the
remaining provisions thereof shall not be affected or impaired thereby, and any
invalidity, illegality or unenforceability in any jurisdiction shall not affect
the validity, legality or enforceability of any such term or provision in any
other jurisdiction.

     11.17.   Integration

                  All exhibits to a Loan Document shall be deemed to be a part
thereof. Except for agreements between the Administrative Agent and the Parent
Borrower with respect to certain fees, the Loan Documents embody the entire
agreement and understanding among the Credit Parties, the Administrative Agent,
the Issuing Bank, the Swing Line Lender and the Lenders with respect to the
subject matter thereof and supersede all prior agreements and understandings
among the Credit Parties, the Administrative Agent, the Issuing Bank, the Swing
Line Lender and the Lenders with respect to the subject matter thereof.

    11.18.   Consent to Jurisdiction

                  Each party to a Loan Document hereby irrevocably submits to
the jurisdiction of any New York State or Federal court sitting in the City of
New York over any suit, action or proceeding arising out of or relating to the
Loan Documents. Each party to a Loan Document hereby irrevocably waives, to the
fullest extent permitted or not prohibited by law, any objection which it may
now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum.
Each Credit Party hereby agrees that a final judgment in any such suit, action
or proceeding brought in such a court, after all appropriate appeals, shall be
conclusive and binding upon it.

     11.19.   Service of Process

                  Each party to a Loan Document hereby irrevocably consents to
the service of process in any suit, action or proceeding by sending the same by
first class mail, return receipt requested or by overnight courier service, to
the address of such party set forth in Section 11.2 of the applicable Loan
Document executed by such party. Each party to a Loan Document hereby agrees
that any such service (i) shall be deemed in every respect effective service of
process upon it in any such suit, action, or proceeding, and (ii) shall to the
fullest extent enforceable by law, be taken and held to be valid personal
service upon and personal delivery to it.

     11.20.   No Limitation on Service or Suit

                  Nothing in the Loan Documents or any modification, waiver,
consent or amendment thereto shall affect the right of either Agent or any
Lender to serve process in any manner permitted by law or limit the right of the
Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender to
bring proceedings against any Credit Party in the courts of any jurisdiction or
jurisdictions in which such Credit Party may be served.

     11.21.   WAIVER OF TRIAL BY JURY

                  EACH OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK, THE SWING
LINE LENDER, THE LENDERS AND THE CREDIT PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREIN. FURTHER, EACH CREDIT PARTY HEREBY
CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE ADMINISTRATIVE AGENT, THE
ISSUING BANK, THE SWING LINE LENDER OR THE LENDERS, OR COUNSEL TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, THE SWING LINE LENDER OR THE LENDERS,
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT, THE
ISSUING BANK, THE SWING LINE LENDER OR THE LENDERS WOULD NOT, IN THE EVENT OF
SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
EACH CREDIT PARTY ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK,
THE SWING LINE LENDER AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.

     11.22.   Parent Borrower as Agent for Subsidiary Borrowers

                  Each Subsidiary Borrower hereby irrevocably designates and
appoints the Parent Borrower as its agent under the Loan Documents and such
Subsidiary Borrower hereby irrevocably authorizes the Parent Borrower to take
such action on its behalf under the provisions of the Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Parent Borrower by the terms of the Loan Documents, together with such other
powers as are reasonably incidental thereto.

     11.23.   Treatment of Certain Information

                  Each Lender Party agrees, on behalf of itself and its Related
Parties, to use reasonable precautions to keep confidential, in accordance with
its customary procedures for handling confidential information of the same
nature, all non-public information supplied by any Borrower or any Subsidiary
pursuant to this Agreement which (a) is identified by such Person as being
confidential at the time the same is delivered to such Lender Party, or (b)
constitutes any financial statement, financial projections or forecasts, budget,
compliance certificate, audit report, management letter or accountants'
certification delivered hereunder ("Information"), provided, however, that
nothing herein shall limit the disclosure of any such Information (i) to such of
its Related Parties as need to know such Information; (ii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, or requested by any bank regulatory authority, (iii) on a confidential
basis, to prospective lenders or participants or their counsel, (iv) to auditors
or accountants, and any analogous counterpart thereof, (v) to any other Lender
Party, (vi) in connection with any litigation to which any one or more of the
Lender Parties is a party, and (c) to the extent such Information (A) becomes
publicly available other than as a result of a breach of this agreement by such
Lender or any of its Related Parties, (B) becomes available to any of the Lender
Parties on a non-confidential basis from a source other than a Borrower or any
Subsidiary, or (C) was available to the Lender Parties on a non-confidential
basis prior to its disclosure to any of them by a Borrower or any Subsidiary; or
(vii) to the extent the Parent Borrower shall have consented to such disclosure
in writing.

     11.24.   Parent Borrower Guaranty.

          (a) Guaranty of Payment. The Parent Borrower hereby absolutely,
irrevocably and unconditionally guaranties the full and prompt payment when due
(whether at stated maturity, by acceleration or otherwise) of the obligations of
each Subsidiary Borrower hereunder and under the other Loan Documents to which
it is party (collectively, the "Subsidiary Obligations"). This guaranty
constitutes a guaranty of payment and not collection and neither the Lenders nor
the Administrative Agent acting on their behalf shall have any obligation to
enforce any Loan Document against any Subsidiary Borrower or exercise any right
or remedy thereunder by any action, prior to being entitled to the benefits of
this Section 11.24. The Administrative Agent may, at its option, proceed against
the Parent Borrower in the first instance, to enforce the Subsidiary Obligations
without first proceeding against the any Subsidiary Borrower or any other
Person, and without first resorting to any other rights or remedies, as the
Administrative Agent may deem advisable. In furtherance hereof, if the
Administrative Agent is prevented by law from collecting or otherwise hindered
from collecting or otherwise enforcing any Subsidiary Obligation in accordance
with its terms, the Administrative Agent shall be entitled to receive hereunder
from the Parent Borrower after demand therefor, the sums which would have been
otherwise due had such collection or enforcement not been prevented or hindered.

          (b) Absolute Obligation. The Parent Borrower shall not be released
from liability hereunder unless and until the Revolving Credit Maturity Date
shall have occurred and all outstanding Subsidiary Obligations shall have been
paid in full in cash. The Parent Borrower acknowledges and agrees that it shall
be liable hereunder, and such liability shall not be affected or impaired,
irrespective of (A) the validity or enforceability of any Loan Document against
any Subsidiary Borrower, or any agreement, instrument or document executed or
delivered in connection therewith, or the collectibility of any of the
Subsidiary Obligations, (B) the preference or priority ranking with respect to
any of the Subsidiary Obligations, (C) the existence, validity, enforceability
or perfection of any security interest or collateral security under any Loan
Document, or the release, exchange, substitution or loss or impairment of any
such security interest or collateral security, (D) any failure, delay, neglect
or omission by the Administrative Agent or any Lender to realize upon, enforce
or protect any direct or indirect collateral security, indebtedness, liability
or obligation, any Loan Document, or any agreement, instrument or document
executed or delivered in connection therewith, or any of the Subsidiary
Obligations, (E) the existence or exercise of any right of set-off by the
Administrative Agent or any Lender, (F) the existence, validity or
enforceability of any other guaranty with respect to any of the Subsidiary
Obligations, the liability of any other Person in respect of any of the
Subsidiary Obligations, or the release of any such Person or any other guarantor
of any of the Subsidiary Obligations, (G) any act or omission of the
Administrative Agent or any Lender in connection with the administration of any
Loan Document, or any of the Subsidiary Obligations, (H) the bankruptcy,
insolvency, reorganization or receivership of, or any other proceeding for the
relief of debtors commenced by or against, any Person, (I) the disaffirmance or
rejection, or the purported disaffirmance or purported rejection, of any of the
Subsidiary Obligations, any Loan Document, or any agreement, instrument or
document executed or delivered in connection therewith, in any bankruptcy,
insolvency, reorganization or receivership, or any other proceeding for the
relief of debtor, relating to any Person, (J) any law, regulation or decree now
or hereafter in effect which might in any manner affect any of the terms or
provisions of any Loan Document, or any agreement, instrument or document
executed or delivered in connection therewith or any of the Subsidiary
Obligations, or which might cause or permit to be invoked any alteration in the
time, amount or manner of payment or performance of any of the Subsidiary
Obligations and liabilities, (K) the merger or consolidation of the Parent
Borrower into or with any Person, (L) the sale by any Subsidiary Borrower or the
Parent Borrower of all or any part of its assets, (M) the fact that at any time
and from time to time there may be no Subsidiary Obligations outstanding or
owing to the Administrative Agent or any Lender, (N) any amendment or
modification of, or supplement to, any Loan Document or (O) any other reason or
circumstance which might otherwise constitute a defense available to or a
discharge of the Parent Borrower in respect of its obligations or liabilities
(including the Subsidiary Obligations), or any other fact or circumstance which
would excuse the obligation of a guarantor or surety, other than by the
performance in full thereof.. The Parent Borrower waives (i), demand, protest
and notice of any kind; (ii) any defense based upon or arising out of any
defense which any Subsidiary Borrower may have to the payment or performance of
any part of its Subsidiary Obligations; (iii) any defense based upon any
disbursements by the Administrative Agent or the Lenders to any Subsidiary
Borrower pursuant to any agreements or instruments governing the Subsidiary
Obligations, whether same be deemed an additional advance or be deemed to be
paid out of any special interest or other fund accounts, as constituting
unauthorized payments hereunder or amounts not guaranteed by this guaranty; (iv)
until the indefeasible payment in full of the Subsidiary Obligations, all rights
of the Parent Borrower to proceed against any Subsidiary Borrower, including but
not limited to all rights of subrogation and all rights to enforce any remedy
that the Parent Borrower may have against any Subsidiary Borrower and (v) all
rights to participate in any security held by the Administrative Agent for the
Subsidiary Obligations.

          (c) Repayment in Bankruptcy. If, at any time or times subsequent to
the payment of all or any part of the Subsidiary Obligations, the Administrative
Agent or any Lender shall be required to repay any amounts previously paid by or
on behalf of the Parent Borrower in reduction thereof by virtue of an order of
any court having jurisdiction in the premises, including as a result of an
adjudication that such amounts constituted preferential payments or fraudulent
conveyances, the Parent Borrower unconditionally agrees to pay to the
Administrative Agent, within 10 days after demand, a sum in cash equal to the
amount of such repayment, together with interest on such amount from the date of
such repayment by the Administrative Agent or such Lender to the date of payment
to the Administrative Agent at the applicable post-default rate pursuant to
Section 3.1(b).

          (d) Miscellaneous. The Parent Borrower agrees that any statement of
account with respect to the Subsidiary Obligations from any Lender that binds
any Subsidiary Borrower shall be binding upon the Parent Borrower, and that
copies of said statements of account maintained in the regular course of such
Lender's business may be used in evidence against the Parent Borrower in order
to establish its obligations in respect of its guaranty provided for in this
Section 11.24.

          (e) Subordination. The Parent Borrower agrees that any and all
Indebtedness owed to it by, and claims it may have against, any Subsidiary
Borrower, whether such Indebtedness or claims are in connection with the
guaranty contemplated by this Section 11.24 or the Subsidiary Obligations, or
are completely independent thereof, will be subordinate to the claims of the
Administrative Agent and the Lenders under this Section 11.24 and all
Indebtedness guarantied hereby, and that the Parent Borrower will not assert any
such claim against, or collect any amounts in respect thereof from, any
Subsidiary Borrower until all Subsidiary Obligations have been indefeasibly
satisfied in full in cash. Notwithstanding such subordination, and without
affecting or impairing in any manner the liability of the Parent Borrower under
the other provisions of this Section 11.24 any Indebtedness of any Subsidiary
Borrower to the Parent Borrower, if the Administrative Agent so requests, shall
be collected, enforced and received by the Parent Borrower as trustee for the
Administrative Agent and the Lenders and paid over to the Administrative Agent
on account of the Subsidiary Obligations.

                  [Remainder of page intentionally left blank]



<PAGE>


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

                             VALMONT INDUSTRIES, INC.


                             By: _______________________________
                             Name: _____________________________
                             Title: ____________________________




<PAGE>



                             THE BANK OF NEW YORK,
                             Individually, as
                             Administrative Agent, as
                             Issuing Bank and as Swing
                             Line Lender


                             By: _______________________________
                             Name: _____________________________
                             Title: ____________________________




<PAGE>



                             COOPERATIEVE CENTRALE
                             RAIFFEISEN - BOERENLEENBANK
                             B.A, "RABOBANK NEDERLAND", NEW
                             YORK BRANCH


                             By: ______________________________
                             Name: ____________________________
                             Title: ___________________________


                             By: ______________________________
                             Name: ____________________________
                             Title: ___________________________




<PAGE>


                             WACHOVIA BANK, N.A.


                             By: _____________________________
                             Name: ___________________________
                             Title: __________________________




<PAGE>



                             LASALLE BANK NATIONAL ASSOCIATION


                             By: ______________________________
                             Name: ____________________________
                             Title: ___________________________




<PAGE>


                             U.S. BANK NATIONAL ASSOCIATION


                             By: _____________________________
                             Name: ___________________________
                             Title: __________________________




<PAGE>



                             CREDIT LYONNAIS CHICAGO BRANCH


                             By: ____________________________
                             Name: __________________________
                             Title: _________________________




<PAGE>



                             BANK OF AMERICA, N.A.


                             By: ____________________________
                             Name: __________________________
                             Title: _________________________




<PAGE>



                             COMERICA BANK


                             By: ______________________________
                             Name: ____________________________
                             Title: ___________________________