CREDIT AGREEMENT

                            Dated as of July 30, 1999

                                      among


                         STONE & WEBSTER, INCORPORATED,

                             BANK OF AMERICA, N.A.,

                                    as Agent,
                                       and
                        a Letter of Credit Issuing Bank,


                                 HSBC BANK USA,
                                   as Co-Agent


                                       and


                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO








                                   Arranged by

                         BANC OF AMERICA SECURITIES LLC

<PAGE>
                                TABLE OF CONTENTS


                                                                         Page
                                                                         ----

ARTICLE I      DEFINITIONS

1.01      Certain Defined Terms
1.02      Other Interpretive Provisions                                   xxviii
1.03      Accounting Principles                                             xxix
ARTICLE II     THE CREDITS                                                   xxx
2.01      Amounts and Terms of Commitments                                   xxx
2.02      Loan Accounts                                                      xxx
2.03      Procedure for Borrowing                                           xxxi
2.04      Conversion and Continuation Elections                            xxxii
2.05      Voluntary Termination or Reduction of Commitments               xxxiii
2.06      Optional Prepayments                                             xxxiv
2.07      Mandatory Prepayments of Loans; Mandatory Commitment
           Reductions                                                      xxxiv
2.08      Repayment                                                         xxxv
2.09      Interest                                                         xxxvi
2.10      Fees                                                             xxxvi
(a)         Arrangement, Agency, Upfront Fees                              xxxvi
(b)         Facility Fees                                                 xxxvii
2.11      Computation of Fees and Interest                                xxxvii
2.12      Payments by the Company                                        xxxviii
2.13      Payments by the Banks to the Agent                             xxxviii
2.14      Sharing of Payments, Etc.                                        xxxix
2.15      Security and Guaranty                                            xxxix
ARTICLE III    THE LETTERS OF CREDIT                                          xl
3.01      The Letter of Credit Facility                                       xl
3.02      Issuance, Amendment and Renewal of Letters of Credit               xli
3.03      Existing Letters of Credit; Risk Participations, Drawings
           and Reimbursements                                              xliii
3.04      Repayment of Participations                                       xlvi
3.05      Role of the Issuing Bank                                          xlvi
3.06      Obligations Absolute                                             xlvii
3.07      Cash Collateral Pledge                                          xlviii
3.08      Letter of Credit Fees                                           xlviii
3.09      Uniform Customs and Practice                                      xlix
3.10      Currency Determinations                                           xlix
ARTICLE IV     TAXES, YIELD PROTECTION AND ILLEGALITY                       xlix
4.01      Taxes.                                                            xlix
4.02      Illegality                                                          li
4.03      Increased Costs and Reduction of Return                            lii
4.04      Funding Losses                                                     lii
4.05      Inability to Determine Rates                                      liii
4.06      Reserves on Offshore Rate Loans                                   liii
4.07      Certificates of Banks                                              liv
4.08      Substitution of Banks                                              liv
4.09      Survival                                                           liv
4.10      Increase in Commitments                                            liv
ARTICLE V      CONDITIONS PRECEDENT                                           lv
5.01      Conditions of Initial Credit Extensions                             lv
(a)         Credit Agreement; Loan Documents and Notes                        lv
(b)         Collateral Documents                                             lvi
(c)         Resolutions; Incumbency                                         lvii
(d)         Organization Documents; Good Standing                           lvii
(e)         Legal Opinions                                                  lvii
(f)         Payment of Fees                                                lviii
(g)         Certificate                                                    lviii
(h)         Year 2000 Compliance                                           lviii
(i)         Valuation                                                      lviii
(j)         Insurance Policies                                               lix
(k)         Replacement of Prior Bank Agreements; Release of Liens           lix
(m)         Other Documents                                                  lix
5.02      Conditions to All Credit Extensions                                lix
(a)          Notice, Application                                             lix
(b)          Continuation of Representations and Warranties                  lix
(c           No Existing Default                                              lx
5.03      Conditions for a Domestic Principal Subsidiary to Become a
           Guarantor                                                          lx
ARTICLE VI     REPRESENTATIONS AND WARRANTIES                                lxi
6.01      Corporate Existence and Power                                      lxi
6.02      Corporate Authorization; No Contravention                          lxi
6.03      Governmental Authorization                                         lxi
6.04      Binding Effect                                                    lxii
6.05      Litigation                                                        lxii
6.06      No Default                                                        lxii
6.07      ERISA                                                             lxii
6.08      Use of Proceeds; Margin Regulations                              lxiii
6.09      Title to Properties                                              lxiii
6.10      Taxes                                                            lxiii
6.11      Financial Condition                                               lxiv
6.12      Environmental Matters                                             lxiv
6.13      Regulated Entities                                                lxiv
6.14      No Burdensome Restrictions                                         lxv
6.15      Copyrights, Patents, Trademarks and Licenses, etc.                 lxv
6.16      Subsidiaries                                                       lxv
6.17      Insurance                                                          lxv
6.18      Labor Relations                                                    lxv
6.19      Representations and Warranties in Related Documents               lxvi
6.20      Solvency                                                          lxvi
6.21      Swap Obligations                                                 lxvii
6.22      Year 2000                                                        lxvii
6.23      Collateral Documents                                             lxvii
6.24      121A Agreements                                                 lxviii
6.25      Full Disclosure                                                 lxviii
ARTICLE VII    AFFIRMATIVE COVENANTS                                      lxviii
7.01      Financial Statements                                              lxix
7.02      Certificates; Other Information                                   lxix
7.03      Notices                                                            lxx
7.04      Preservation of Corporate Existence, Etc                          lxxi
7.05      Maintenance of Property                                           lxxi
7.06      Insurance                                                         lxxi
7.07      Payment of Obligations                                           lxxii
7.08      Compliance with Laws                                             lxxii
7.09      Compliance with ERISA                                            lxxii
7.10      Inspection of Property and Books and Records                     lxxii
7.11      Environmental Laws                                              lxxiii
7.12      Use of Proceeds                                                 lxxiii
7.13      Additional Guarantors                                           lxxiii
7.14      Further Assurances                                              lxxiii
ARTICLE VIII   NEGATIVE COVENANTS                                          lxxiv
8.01      Indebtedness                                                     lxxiv
8.02      Limitation on Liens                                               lxxv
8.03      Disposition of Assets                                            lxxvi
8.04      Limitation on Acquisitions and Investments                      lxxvii
8.05      Business Activities                                            lxxviii
8.06      Limitation on Capital Expenditures                             lxxviii
8.07      Limitations on Fundamental Changes                             lxxviii
8.08      ERISA                                                          lxxviii
8.09      Consolidated Net Worth                                           lxxix
8.10      Fixed Charge Coverage Ratio                                      lxxix
8.11      Funded Debt Coverage Ratio                                       lxxix
8.12      Transactions with Affiliates                                     lxxix
8.13      Use of Proceeds                                                  lxxix
8.14      Joint Ventures                                                    lxxx
8.15      Restricted Payments                                               lxxx
8.16      Accounting Changes                                               lxxxi
8.17      Amendments                                                       lxxxi
ARTICLE IX     EVENTS OF DEFAULT                                          lxxxii
9.01      Event of Default                                                lxxxii
(a)         Non-Payment                                                   lxxxii
(b)         Representation or Warranty                                    lxxxii
(c)         Specific Defaults                                             lxxxii
(d)         Other Defaults                                                lxxxii
(e)         Cross-Default                                                 lxxxii
(f)         Insolvency; Voluntary Proceedings                            lxxxiii
(g)         Involuntary Proceedings                                      lxxxiii
(h)         ERISA                                                        lxxxiii
(i)         Monetary Judgments                                           lxxxiii
(j)         Non-Monetary Judgments                                        lxxxiv
(k)         Change of Control                                             lxxxiv
(l)         Guarantor Defaults                                            lxxxiv
(m)         Invalidity of Subordination Provisions                        lxxxiv
(n)         Collateral                                                    lxxxiv
(o)         Enforceability of Loan Documents                              lxxxiv
9.02      Remedies                                                        lxxxiv
9.03      Rights Not Exclusive                                             lxxxv
ARTICLE X      THE AGENT                                                   lxxxv
10.01     Appointment and Authorization                                    lxxxv
10.02     Delegation of Duties                                            lxxxvi
10.03     Liability of Agent                                              lxxxvi
10.04     Reliance by Agent                                              lxxxvii
10.05     Notice of Default                                              lxxxvii
10.06     Credit Decision                                                lxxxvii
10.07     Indemnification of Agent                                      lxxxviii
10.08     Agent in Individual Capacity                                  lxxxviii
10.09     Successor Agent                                                 lxxxix
10.10     Withholding Tax                                                 lxxxix
10.11     Co-Agents                                                           xc
ARTICLE XI     MISCELLANEOUS                                                 xci
11.01     Amendments and Waivers                                             xci
11.02     Notices                                                           xcii
11.03     No Waiver; Cumulative Remedies                                    xcii
11.04     Costs and Expenses                                               xciii
11.05     Company Indemnification                                          xciii
11.06     Payments Set Aside                                                xciv
11.07     Successors and Assigns                                            xciv
11.08     Assignments, Participations, etc.                                 xciv
11.09     Confidentiality                                                   xcvi
11.10     Set-off                                                           xcvi
11.11     Notification of Addresses, Lending Offices, Etc.                 xcvii
11.12     Counterparts                                                     xcvii
11.13     Severability                                                     xcvii
11.14     No Third Parties Benefitted                                      xcvii
11.15     Governing Law and Jurisdiction                                   xcvii
11.16     Waiver of Jury Trial                                            xcviii
11.17     Currency                                                        xcviii
11.18     Entire Agreement                                                  xcix


<PAGE>
SCHEDULES

Schedule 1.01(b)             Prior Bank Agreements
Schedule 2.01                Commitments
Schedule 3.03                Existing Letters of Credit
Schedule 6.03                Governmental Authorizations
Schedule 6.05                Litigation
Schedule 6.11                Permitted Liabilities
Schedule 6.12                Environmental Matters
Schedule 6.16                Principal Subsidiaries
Schedule 6.17                Insurance Matters
Schedule 8.01(b)             Permitted Indebtedness
Schedule 8.15(b)(i)          Permitted Optional Payments
Schedule 11.02               Lending/Payment Offices; Addresses for Notices

EXHIBITS

Exhibit A                    Form of Notice of Borrowing
Exhibit B                    Form of Notice of Conversion/Continuation
Exhibit C                    Form of Compliance Certificate
Exhibit D                    Form of Note
Exhibit E                    Form of Mortgage
Exhibit F                    Form of Guaranty
Exhibit G                    Form of Security Agreement
Exhibit H-1                  Form of Company Pledge Agreement
Exhibit H-2                  Form of SWMC Pledge Agreement
Exhibit H-3                  Form of SWEC Pledge Agreement
Exhibit H-4                  Form of Nordic Pledge Agreement
Exhibit H-5                  Form of NI Pledge Agreement
Exhibit I-1                  Form of Legal Opinion of Company's Special Counsel
Exhibit I-2                  Form of Legal Opinion of Company's General Counsel
Exhibit I-3                  Form of Legal Opinion of Company's Special Local
                              Counsel
Exhibit J                    Form of Assignment and Acceptance
Exhibit K                    Form of Intercreditor Agreement
Exhibit L                    Form of Intercompany Note
Exhibit M                    Form of Subordination Provisions


                                CREDIT AGREEMENT


     This CREDIT  AGREEMENT is entered  into as of July 30, 1999,  among STONE &
WEBSTER,  INCORPORATED,  a Delaware  corporation  (the  "Company"),  THE SEVERAL
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY TO THIS AGREEMENT  (collectively,
the "Banks";  individually,  a "Bank"), BANK OF AMERICA,  N.A., an Issuing Bank,
BANK OF AMERICA, N.A., as Agent for the Banks, and HSBC BANK USA as Co-Agent.

     WHEREAS,  the Banks have agreed to make  available  to the Company  certain
revolving  credit  facilities and a letter of credit facility upon the terms and
conditions set forth in this Agreement;

     WHEREAS, in addition to its inclusion as a Bank hereunder,  Bank of America
has agreed to act as an Issuing  Bank,  and Bank of America has agreed to act as
the Agent upon the terms and conditions set forth in this Agreement;

     NOW, THEREFORE,  in consideration of the mutual agreements,  provisions and
covenants contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     1.01  Certain  Defined  Terms.  The  following  terms  have  the  following
meanings:

          "Accumulated  Funding  Deficiency" means with respect to any Plan that
     is subject to the minimum funding  standards of Section 412 of the Code, an
     amount described in Section 412(a) of the Code.

          "Acquisition" means any transaction or series of related  transactions
     for  the  purpose  of or  resulting,  directly  or  indirectly,  in (a) the
     acquisition of all or  substantially  all of the assets of a Person,  or of
     any business or division of a Person,  (b) the  acquisition of in excess of
     50% of the capital stock,  partnership  interests,  membership interests or
     equity  of any  Person,  or  otherwise  causing  any  Person  to  become  a
     Subsidiary,  or (c) a merger or consolidation or any other combination with
     another Person (other than a Person that is a Subsidiary) provided that the
     Company or the Subsidiary is the surviving entity.

          "Additional Guarantor" has the meaning specified in Section 7.13.

          "Additional Guaranty" has the meaning specified in Section 7.13.

          "Affected Bank" has the meaning specified in Section 4.08.

          "Affiliate" means, 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.  A Person  shall be deemed to control  another
     Person if the controlling  Person  possesses,  directly or indirectly,  the
     power to direct or cause the  direction of the  management  and policies of
     the other  Person,  whether  through the  ownership  of voting  securities,
     membership interests, by contract, or otherwise.

          "Agent" means Bank of America in its capacity as administrative  agent
     for the Banks  hereunder,  and any  successor  agent  arising under Section
     10.09.

          "Agent-Related  Persons"  means  Bank of  America,  any  Issuing  Bank
     hereunder,  any  successor  agent  arising  under  Section  10.09  and  any
     successor  letter of credit  issuing bank  hereunder,  together  with their
     respective  Affiliates  (including,  in the  case of Bank of  America,  the
     Arranger), and the officers,  directors,  employees,  agents and attorneys-
     in-fact of such Persons and Affiliates.

          "Agent's  Payment  Office" means the address for payments set forth on
     Schedule  11.02 or such  other  address  as the Agent may from time to time
     specify.

          "Agreement" means this Credit Agreement.

          "Applicable Facility Fee Rate" means a rate per annum equal to 0.40%.

          "Applicable  Margin" means,  for each Base Rate Loan and Offshore Rate
     Loan,  the  applicable  rate per annum set forth under the relevant  column
     heading below:

               Base Rate Loans                    Offshore Rate Loans
               ---------------                    -------------------
                     0%                                   1.60%

          "Arranger"  means Banc of America  Securities LLC, a Delaware  limited
     liability corporation.

          "Assignee" has the meaning specified in Section 11.08(a).

          "Attorney Costs" means and includes all reasonable and documented fees
     and disbursements of any law firm or other external counsel,  the allocated
     cost of internal legal services and all disbursements of internal counsel.

          "Bank" has the meaning  specified in the  introductory  clause hereto.
     References  to the "Banks" shall include Bank of America and any other Bank
     in its capacity as Issuing Bank; for purposes of clarification only, to the
     extent  that such Bank may have any rights or  obligations  in  addition to
     those of the Banks due to its status as an Issuing Bank, its status as such
     will be specifically referenced.

          "Banking Day" means any day other than a Saturday, Sunday or other day
     on which  commercial banks in New York City or San Francisco are authorized
     or  required  by law to close and (i) with  respect  to  disbursements  and
     payments  in and  calculations  pertaining  to any  Offshore  Rate  Loan in
     Dollars, a day on which dealings are carried on in the applicable  offshore
     Dollar interbank  market,  and (ii) with respect to any  disbursements  and
     payments in and calculations pertaining to any Letter of Credit denominated
     in an  Offshore  Currency,  a day on which  commercial  banks  are open for
     foreign exchange business in London,  England, and on which dealings in the
     relevant  Offshore  Currency  are  carried  on in the  applicable  offshore
     foreign exchange  interbank  market in which  disbursement of or payment in
     such Offshore Currency will be made or received hereunder.

          "Bankruptcy Code" means the Federal  Bankruptcy Reform Act of 1978 (11
     U.S.C. 101, et seq.).

          "Base  Rate"  means,  for any day,  the higher of: (a) 0.50% per annum
     above the latest Federal Funds Rate; and (b) the rate of interest in effect
     for such day as publicly  announced from time to time by Bank of America in
     San Francisco,  California,  as its "reference rate." (The "reference rate"
     is a rate set by Bank of America based upon various factors  including Bank
     of America's  costs and desired  return,  general  economic  conditions and
     other  factors,  and is used as a reference  point for pricing  some loans,
     which may be priced at, above, or below such announced rate.)

          Any change in the  reference  rate  announced by Bank of America shall
     take effect at the opening of business on the day  specified  in the public
     announcement of such change.

          "Base Rate Loan" means a Revolving Loan or an L/C Advance,  that bears
     interest based on the Base Rate.

          "Bank of America" means Bank of America,  N.A., and its successors and
     assigns.

          "Borrowing" means a borrowing hereunder  consisting of Revolving Loans
     of the same Type  made to the  Company  on the same day by the Banks  under
     Article II, and, other than in the case of Base Rate Loans, having the same
     Interest Period.

          "Borrowing  Date"  means any date on which a  Borrowing  occurs  under
     Section 2.03.

          "Borrowing" and "Borrow" each mean, a borrowing  hereunder  consisting
     of Loans of the same type made on the same day and,  other than in the case
     of Base Rate Loans, having the same Interest Period.

          "Borrower Party" means the Company, each Domestic Principal Subsidiary
     which is a party to the Guaranty,  any other Subsidiary which is a party to
     any Collateral  Document and any  Subsidiary  which is listed as an account
     party on an Existing Letter of Credit.

          "Business  Day" means any day other than a  Saturday,  Sunday or other
     day on  which  commercial  banks  in New  York  City or San  Francisco  are
     authorized or required by law to close and, if the applicable  Business Day
     relates to any Offshore Rate Loan, means a Banking Day.

          "Capital  Adequacy   Regulation"  means  any  guideline,   request  or
     directive of any central bank or other Governmental Authority, or any other
     law,  rule or  regulation,  whether or not having the force of law, in each
     case,  regarding  capital  adequacy  of  any  bank  or of  any  corporation
     controlling a bank.

          "Capital Lease" shall mean any lease or other agreement for the use of
     property  which is required  to be  capitalized  on a balance  sheet of the
     lessee or other user of property in accordance with GAAP.

          "Capital  Stock"  means,  as to any  Person,  all  shares,  interests,
     partnership interests, limited liability company interests, participations,
     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
     equity.

          "Capitalized Lease Obligations" with respect to any Person, shall mean
     the  aggregate  amount which,  in  accordance  with GAAP, is required to be
     reported as a liability on the balance sheet of such Person at such time in
     respect of such Person's interest as lessee under a Capital Lease.

          "Cash  Collateralize"  means to pledge and deposit  with or deliver to
     the Agent, for the benefit of the Agent, the Issuing Bank and the Banks, as
     additional  collateral  for the L/C  Obligations,  cash or deposit  account
     balances  pursuant to documentation  in form and substance  satisfactory to
     the Agent and the Issuing Bank (which  documents are hereby consented to by
     the Banks).  Derivatives of such term shall have corresponding meaning. The
     Company hereby grants the Agent,  for the benefit of the Agent, the Issuing
     Bank and the  Banks,  a  security  interest  in all such  cash and  deposit
     account   balances.   Cash  collateral  shall  be  maintained  in  blocked,
     non-interest bearing deposit accounts at Bank of America.

          "Change in Control" means

               (a) The  beneficial  ownership  (within the meaning of Rule 13b-3
          promulgated  under the Exchange Act by an individual,  entity or group
          (within  the meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange
          Act) (a "Person")  of 25%  or more of either  (i) the then-outstanding
          shares of common stock of the Company (the "Outstanding Company Common
          Stock')  or (ii) the  combined  voting  power of the  then-outstanding
          voting  securities  in the Company  entitled to vote  generally in the
          election of directors (the "Outstanding  Company Voting  Securities");
          provided,  however,  that for  purposes of this  subsection  (a),  the
          following accumulations and acquisitions shall not constitute a Change
          of Control;

                    (i)  any   acquisition   directly  from  the  Company  or  a
               Subsidiary of the Company;

                    (ii) any  acquisition  or  accumulation  by the  Company  or
               Subsidiary of the Company; or

                    (iii) any  acquisition or accumulation by any employee stock
               ownership or other benefit plan (or related  trust)  sponsored or
               maintained  by the Company or any  corporation  controlled by the
               Company;

               (b) Individuals who, as of the date hereof,  constitute the Board
          (the "Incumbent  Board") cease for any reason to constitute at least a
          majority of the Board; provided, however, that any individual becoming
          a director subsequent to the date hereof whose election, or nomination
          for election by the Company's shareholders,  was approved by a vote of
          at least a majority of the  directors  then  comprising  the Incumbent
          Board shall be considered as though such  individual  were a member of
          the Incumbent Board; or

               (c)  Approval  by the  shareholders  of the Company of a complete
          liquidation or dissolution of the Company.

          "Closing  Date" means the date on which all  conditions  precedent set
     forth in Section 5.01 are satisfied or waived by all Banks (or, in the case
     of Section 5.01(f), waived by the Person entitled to receive such payment).

          "Code"  means  the  Internal  Revenue  Code  of 1986  and  regulations
     promulgated thereunder, as amended from time to time.

          "Collateral" means all property and interests in property and proceeds
     thereof now owned or hereafter  acquired by the Company or any Guarantor as
     debtor  and their  respective  Subsidiaries  in or upon which a Lien now or
     hereafter  exists in favor of the Banks, or the Collateral  Agent on behalf
     of the Banks or the Senior Secured Lenders, whether under this Agreement or
     under any other documents executed by any such persons and delivered to the
     Collateral Agent or the Banks or the Senior Secured Lenders.

          "Collateral Agent" means Bank of America in its capacity as collateral
     agent  for the  Banks  and the  other  Senior  Secured  Lenders  under  the
     Intercreditor  Agreement,  and any successor Collateral Agent arising under
     the Intercreditor Agreement.

          "Collateral  Documents" means,  collectively,  (i) the Mortgages,  the
     Security  Agreement,  the Guaranty,  any  Additional  Guaranty,  the Pledge
     Agreements,  and all other security agreements,  mortgages, deeds of trust,
     lease  assignments,   lease  subordination  agreements,  tenant  estoppels,
     guarantees  and  other  similar  agreements  between  the  Company  or  its
     Subsidiaries,  as the  case  may  be,  and  the  Banks,  the  Agent  or the
     Collateral  Agent,  as the case may be, for the benefit of the Banks or the
     Senior Secured Lenders,  as the case may be, now or hereafter  delivered to
     the Banks,  the Agent or the Collateral  Agent pursuant to or in connection
     with the transactions contemplated hereby, and all financing statements (or
     comparable  documents now or hereafter filed in accordance with the Uniform
     Commercial Code or comparable law) against the Company or any  Subsidiaries
     or any  Guarantor  as  debtor  in  favor  of the  Banks,  the  Agent or the
     Collateral  Agent,  as the case may be, for the benefit of the Banks or the
     Senior Secured  Lenders,  as the case may be, as secured party and (ii) any
     amendments,    supplements,    modifications,    renewals,    replacements,
     consolidations, substitutions and extensions of any of the foregoing.

          "Collateral  Pool"  means,  collectively,  all  Collateral  under  the
     Collateral Documents.

          "Combined Commitments" means, as of any date of determination thereof,
     the sum at such time of the Commitments of all the Banks.

          "Combined  Revolving Loan  Commitment  Sublimit" shall mean the sum at
     such time of the Revolving Loan Commitment Sublimit of all the Banks, which
     amount as of the Closing Date is $130,000,000, as revised from time to time
     pursuant hereto.

          "Commitments"  means the  commitment  of each Bank which  shall be the
     amount  specified  therefor on Schedule 2.01 attached  hereto and made part
     hereof, as revised from time to time pursuant hereto.

          "Company Pledge  Agreement"  means the Pledge Agreement dated the date
     hereof from the  Company to the  Collateral  Agent,  for the benefit of the
     Banks and the other Senior Secured  Lenders,  substantially  in the form of
     Exhibit H-1.

          "Company  Pledged  Notes" means the  intercompany  notes issued by The
     Nordic  Group in favor of the  Company  and such other  intercompany  notes
     pledged  in  accordance  with the  provisions  of  Section  8.04(f)  to the
     Collateral Agent, for the benefit of the Banks and the other Senior Secured
     Lenders, pursuant to the Company Pledge Agreement.

          "Company  Pledged  Shares"  means  each of the  shares  of (i)  Summer
     Street,  (ii) Nordic  Holdings,  Inc.,  a Delaware  corporation,  and (iii)
     Nordic Investors,  Inc., a Nevada  corporation,  each pledged to the Agent,
     for the  benefit  of the  Banks  and the  other  Senior  Secured  Lenders ,
     pursuant to the Company Pledge Agreement.

          "Compliance Certificate" means a certificate substantially in the form
     of Exhibit C.

          "Consolidated  EBIT"  means,  for any period,  for the Company and its
     Subsidiaries  on a  consolidated  basis,  the sum of (a)  Consolidated  Net
     Income for such period,  plus (b) any extraordinary  loss reflected in such
     Consolidated Net Income, minus (c) any extraordinary gain reflected in such
     Consolidated Net Income,  plus (d)  Consolidated  Interest Expense for such
     period,  plus (e) the  aggregate  amount of federal  and state  taxes on or
     measured  by income for such period  (whether  or not  payable  during that
     period);  provided,  that, only with respect to any  determination  thereof
     during  such  periods,  the term  "Consolidated  EBIT"  shall  exclude  (i)
     $3,142,000 in charge-offs taken by the  Company  during the fiscal  quarter
     ending  September 30, 1998,  (ii)  $88,271,000 in charge-offs  taken by the
     Company  during the  fiscal  quarter  ending  December  31,  1998 and (iii)
     $74,200,000 in  charge-offs  taken by the Company during the fiscal quarter
     ending March 31, 1999.

          "Consolidated  EBITDA" means, for any period,  for the Company and its
     Subsidiaries on a consolidated  basis, the sum of (a) Consolidated EBIT for
     such  period plus (b)  depreciation,  amortization  and all other  non-cash
     expenses of the Company and its  Subsidiaries  on a consolidated  basis for
     such period.

          "Consolidated Funded Debt" means, as of any date of determination, for
     the  Company  and  its  Subsidiaries  on  a  consolidated  basis,   without
     duplication  (a) all  obligations of such Person for borrowed money and all
     obligations of such Person evidenced by bonds,  debentures,  notes or other
     similar  instruments  (including,  without  limitation,  any other  similar
     obligations  for borrowed money and off balance sheet debt  associated with
     asset  securitizations);  (b) any direct or contingent  obligations of such
     Person arising under  Financial  Letters of Credit,  banker's  acceptances,
     bank guaranties,  and all drawn but unreimbursed  obligations arising under
     letters of credit  (other than  Financial  Letters of Credit);  and (c) all
     obligations of such Person as lessee under leases which have been or should
     be, in accordance with GAAP, recorded as Capitalized Lease Obligations, all
     determined in accordance with GAAP.

          "Consolidated Interest Expense" means, for any period, for the Company
     and its  Subsidiaries  on a consolidated  basis,  total  interest  expense,
     whether paid or accrued,  determined  in  accordance  with GAAP,  including
     commitment  fees owed with  respect to the unused  portion of the  Combined
     Commitments, other fees hereunder, charges in respect of the portion of any
     Capitalized Lease Obligations  allocable to interest expense, but excluding
     amortization  of write-off of debt  discount and expense and the portion of
     the upfront costs and expenses for Hedge Agreements (to the extent included
     in gross interest  expense)  fairly  allocated to such Hedge  Agreements as
     expenses for such period, less interest income on Hedge Agreements for that
     period and Hedge Agreements payments received.

          "Consolidated  Net Income"  means,  with respect to any fiscal period,
     the  net  income  of the  Company  and its  Subsidiaries  for  that  period
     determined on a consolidated basis in accordance with GAAP.

          "Consolidated  Net Worth" means  stockholders'  equity (other than any
     interest of a stockholder  represented by redeemable  preferred  shares) of
     the Company and its  Subsidiaries  determined  on a  consolidated  basis in
     accordance with GAAP.

          "Consolidated Rentals" means as of the date of any determination,  for
     the  Company  and its  Subsidiaries  on a  consolidated  basis,  all  fixed
     payments (including all such payments which the lessee is obligated to make
     to the lessor on  termination  of the lease or surrender  of the  property)
     payable by for the  Company  and its  Subsidiaries  as lessee or  sublessee
     under a lease of real or personal  property,  but shall be exclusive of any
     amounts required to be paid by the Company and its Subsidiaries (whether or
     not  designated  as rents or additional  rents) on account of  maintenance,
     repairs,  insurance,  taxes and similar charges.  Fixed rents under so-call
     "percentage  leases"  shall be computed  solely on the basis of the minimum
     rents, if any, required to be paid by the lessee regardless of sales volume
     or gross revenues.

          "Contractual Obligation" means, as to any Person, any provision of any
     security issued by such Person or of any agreement, undertaking,  contract,
     indenture,  mortgage,  deed of  trust  or  other  instrument,  document  or
     agreement  to  which  such  Person  is a party or by which it or any of its
     property is bound.

          "Conversion/Continuation  Date" means any date on which, under Section
     2.04,  the Company (a) converts  Loans of one Type to another  Type, or (b)
     continues as Loans of the same Type, but with a new Interest Period,  Loans
     having Interest Periods expiring on such date.

          "Credit  Extension" means and includes (a) the making of any Revolving
     Loans  hereunder,  and (b) the Issuance of any Letters of Credit  hereunder
     (including the Existing Letters of Credit).

          "Default"  means any event or circumstance  which,  with the giving of
     notice,  the  lapse of time,  or both,  would  (if not  cured or  otherwise
     remedied during such time) constitute an Event of Default.

          "Default Rate" has the meaning specified in Section 2.09(c).

          "Disposition"   means  (i)  the  sale,  lease,   conveyance  or  other
     disposition of Property,  other than sales or other dispositions  expressly
     permitted  under Section 8.03, and (ii) the sale or transfer by the Company
     or any  Subsidiary  of the Company of any equity  securities  issued by any
     Subsidiary of the Company and held by such transferor Person.

          "Dollars",  "dollars"  and "$" each mean  lawful  money of the  United
     States.

          "Domestic Principal  Subsidiary" means a Principal  Subsidiary that is
     organized under the laws of any jurisdiction within the United States.

          "Effective  Amount" means (i) with respect to any  Revolving  Loans on
     any date, the aggregate  outstanding  principal amount thereof after giving
     effect to any Borrowings and  prepayments or repayments of Revolving  Loans
     occurring  on such  date;  and (ii) with  respect  to any  outstanding  L/C
     Obligations  on any date,  the amount of such L/C  Obligations on such date
     after giving effect to any Issuances of Letters of Credit occurring on such
     date and any other changes in the aggregate  amount of the L/C  Obligations
     as of such date, including as a result of any reimbursements of outstanding
     unpaid  drawings  under any  Letters  of Credit  or any  reductions  in the
     maximum amount  available for drawing under Letters of Credit taking effect
     on such date. For purposes of Section 2.07(a) the Effective Amount shall be
     determined  without  giving effect to any mandatory  prepayments to be made
     under Section 2.07(b) or 2.07(c).

          "Eligible  Assignee"  means (a) a commercial  bank organized under the
     laws of the  United  States,  or any state  thereof,  and having a combined
     capital  and  surplus  of at  least  $100,000,000;  (b) a  commercial  bank
     organized  under  the laws of any  other  country  which is a member of the
     Organization for Economic  Cooperation and Development  (the "OECD"),  or a
     political  subdivision of any such country,  and having a combined  capital
     and  surplus of at least  $100,000,000,  provided  that such bank is acting
     through a branch or agency  located in the country in which it is organized
     or another  country  which is also a member of the OECD the United  States;
     and (c) a Person that is primarily  engaged in the  business of  commercial
     banking and that is (i) a  Subsidiary  of a Bank,  (ii) a  Subsidiary  of a
     Person of which a Bank is a  Subsidiary,  or (iii) a Person of which a Bank
     is a Subsidiary.

          "Environmental  Claims"  means all claims,  however  asserted,  by any
     Governmental  Authority or other  Person  alleging  potential  liability or
     responsibility  for violation of any  Environmental  Law, or for release or
     injury to the environment.

          "Environmental Laws" means all federal, state or local laws, statutes,
     common law duties, rules, regulations,  ordinances and codes, together with
     all   administrative   orders,   directed   duties,   requests,   licenses,
     authorizations  and  permits  of, and  agreements  with,  any  Governmental
     Authorities,  in each case relating to  environmental,  health,  safety and
     land use matters.

          "ERISA" means the Employee  Retirement Income Security Act of 1974 and
     regulations promulgated thereunder, as amended from time to time.

          "ERISA  Affiliate" means any corporation which is a member of the same
     controlled  group of  corporations  as the  Company  within the  meaning of
     Section  414(b) of the Code, or any trade or business which is under common
     control with the Company within the meaning of Section 414(c) of the Code.

          "ERISA  Event" means (a) a Reportable  Event with respect to a Pension
     Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension
     Plan  subject to Section 4063 of ERISA during a plan year in which it was a
     substantial  employer  (as  defined  in Section  4001(a)(2)  of ERISA) or a
     cessation of operations which is treated as such a withdrawal under Section
     4062(e) of ERISA;  (c) a complete or partial  withdrawal  by the Company or
     any  ERISA  Affiliate  from a  Multiemployer  Plan or  notification  that a
     Multiemployer  Plan is in  reorganization;  (d) the  filing  of a notice of
     intent to terminate  (other than in connection with a standard  termination
     under Section  4041(b) of ERISA),  the  treatment of a Plan  amendment as a
     termination  under Section 4041 or 4041A of ERISA,  or the  commencement of
     proceedings by the PBGC to terminate a Pension Plan or Multiemployer  Plan;
     or (e) the imposition of any liability under Title IV of ERISA,  other than
     PBGC premiums due but not delinquent under Section 4007 of ERISA,  upon the
     Company or any ERISA Affiliate.

          "Eurodollar  Reserve  Percentage"  has the  meaning  specified  in the
     definition of "Offshore Rate".

          "Event of Default" means any of the events or circumstances  specified
     in Section 9.01.

          "Exchange  Act"  means  the  Securities  Exchange  Act  of  1934,  and
     regulations promulgated thereunder, as amended from time to time.

          "Existing  Letters of Credit" means the letters of credit described in
     Schedule 3.03.

          "FDIC"  means  the  Federal  Deposit  Insurance  Corporation,  and any
     Governmental Authority succeeding to any of its principal functions.

          "FX Trading Office" means the Foreign  Exchange  Trading Center #5193,
     San  Francisco,  California,  of Bank of America,  or such other of Bank of
     America's offices as Bank of America may designate from time to time.

          "Federal  Funds Rate"  means,  for any day,  the rate set forth in the
     weekly  statistical  release  designated  as  H.15(519),  or any  successor
     publication,  published by the Federal  Reserve Bank of New York (including
     any such successor, "H.15(519)") on the preceding Business Day opposite the
     caption "Federal Funds (Effective)";  or, if for any relevant day such rate
     is not so published on any such  preceding  Business Day, the rate for such
     day will be the arithmetic mean as determined by the Agent of the rates for
     the last transaction in overnight Federal funds arranged prior to 9:00 a.m.
     (New  York  City  time)  on that day by each of three  leading  brokers  of
     Federal funds transactions in New York City selected by the Agent.

          "Fee Letter" has the meaning specified in Section 2.10(a).

          "Financial Letters of Credit" means a letter of credit classified as a
     financial letter of credit for regulatory reporting purposes by the Issuing
     Bank, which  classification  shall be conclusive and binding on the Company
     and the Banks if reasonably determined.

          "Fixed  Charge  Coverage  Ratio"  means,  as of the end of any  fiscal
     quarter,  the  ratio  of (a)  Consolidated  EBIT  for  the  period  of four
     consecutive  fiscal quarters ending on such date plus Consolidated  Rentals
     for such period to (b)  Consolidated  Interest Expense for such period plus
     Consolidated  Rentals for such  period.  Results of The Nordic Group or any
     other Person  acquired from time to time may be included in computing  this
     ratio to the extent the Company has furnished audited financial  statements
     therefor for the most recent fiscal year and interim  financial  statements
     thereafter  prepared in accordance with GAAP on a consistent  basis for the
     period of four  consecutive  fiscal  quarters  ending on, or most  recently
     ended prior to, such period.

          "FRB" means the Board of Governors of the Federal Reserve System,  and
     any Governmental Authority succeeding to any of its principal functions.

          "Funded  Debt  Coverage  Ratio"  means,  as of the  end of any  fiscal
     quarter,  the ratio of (a) Consolidated  Funded Debt as of such date to (b)
     Consolidated  EBITDA for the  period of four  consecutive  fiscal  quarters
     ending on such  date.  Results  of The  Nordic  Group or any  other  Person
     acquired  from time to time may be included in computing  this ratio to the
     extent the Company has furnished audited financial  statements therefor for
     the most recent  fiscal year and interim  financial  statements  thereafter
     prepared in  accordance  with GAAP on a consistent  basis for the period of
     four  consecutive  fiscal  quarters ending on, or most recently ended prior
     to, such period.

          "GAAP" means generally accepted  accounting  principles set forth from
     time  to  time  in  the  opinions  and  pronouncements  of  the  Accounting
     Principles Board and the American Institute of Certified Public Accountants
     and statements and  pronouncements  of the Financial  Accounting  Standards
     Board (or  agencies  with  similar  functions  of  comparable  stature  and
     authority within the U.S. accounting  profession),  which are applicable to
     the circumstances as of the date of determination.

          "Governmental Authority" means any nation or government,  any state or
     municipality or other political  subdivision  thereof, any central bank (or
     similar monetary or regulatory  authority)  thereof,  any entity exercising
     executive, legislative, judicial, regulatory or administrative functions of
     or pertaining to government,  and any  corporation or other entity owned or
     controlled,  through stock or capital ownership or otherwise, by any of the
     foregoing.

          "Guarantor"  means each  Domestic  Principal  Subsidiary  party to the
     Guaranty, including any Additional Guarantor as the case may be.

          "Guaranty"  shall  mean  the  Guaranty  dated  as of the  date  hereof
     executed by each  Domestic  Principal  Subsidiary in favor of the Agent for
     the benefit of the banks,  substantially  in the form  attached  hereto and
     Exhibit F.

          "Guaranty   Obligation"   means,  for  any  Person,   any  obligation,
     contingent or otherwise,  of such Person guarantying or having the economic
     effect of guarantying  any  Indebtedness  of any other Person (the "primary
     obligor") in any manner, whether directly or indirectly,  and including any
     obligation  of such  Person,  (a) to  purchase or pay (or advance or supply
     funds for the purchase or payment of) such  Indebtedness or to purchase (or
     to  advance  or supply  funds for the  purchase  of) any  security  for the
     payment of such  Indebtedness,  (b) to  purchase  property,  securities  or
     services   for  the  primary   purpose  of  assuring  the  holder  of  such
     Indebtedness  of the  payment  of  such  Indebtedness,  or (c) to  maintain
     working  capital,   equity,  or  other  financial  statement  condition  or
     liquidity of the primary obligor so as to enable the primary obligor to pay
     such Indebtedness;  provided,  however,  that the term Guaranty  Obligation
     shall not include  endorsements of instruments for deposit or collection in
     the  ordinary  course of business.  The amount of any  Guaranty  Obligation
     shall be deemed to be an amount equal to the stated or determinable  amount
     of the related  primary  obligation,  or portion  thereof,  covered by such
     Guaranty  Obligation  or,  if  not  stated  or  determinable,  the  maximum
     reasonably  anticipated  liability in respect  thereof as determined by the
     Person in good faith.

          "Headquarters Building" has the meaning specified in Section 5.01(i)

          "Honor Date" has the meaning specified in Section 3.03(c).

          "Indebtedness" means, as to any Person (without duplication):

               (a) all  obligations  of such Person for  borrowed  money and all
          obligations of such Person  evidenced by bonds,  debentures,  notes or
          other similar instruments;

               (b) any direct or contingent  obligations  of such Person arising
          under  Financial  Letters  of  Credit,   banker's  acceptances,   bank
          guaranties,  and all drawn but unreimbursed  obligations arising under
          letters of credit (other than Financial Letters of Credit);

               (c) all  obligations  of such Person as lessee under leases which
          have  been  or  should  be,  in  accordance  with  GAAP,  recorded  as
          Capitalized Lease Obligations;

               (d) all net  obligations  with respect to any Swap Contract in an
          amount equal to the Swap Termination Value;

               (e) whether or not so included as liabilities in accordance  with
          GAAP,  all  obligations  of such Person to pay the  deferred  purchase
          price of property or services (other than trade payables  entered into
          in the ordinary course of business  pursuant to ordinary  terms),  and
          obligations  (excluding prepaid interest thereon) described in clauses
          (a) through (d) above and secured by a Lien on property owned or being
          purchased  by  such  Person  (including   indebtedness  arising  under
          conditional sales or other title retention agreements), whether or not
          such indebtedness shall have been assumed by such Person or is limited
          in recourse; and

               (f) all Guaranty  Obligations of such Person in respect of any of
          the foregoing.

          "Indemnified Liabilities" has the meaning specified in Section 11.05.

          "Indemnified Person" has the meaning specified in Section 11.05.

          "Independent Auditor" has the meaning specified in Section 7.01(a).

          "Insolvency  Proceeding"  means,  with respect to any Person,  (a) any
     case,  action or proceeding with respect to such Person before any court or
     other  Governmental  Authority  relating  to  bankruptcy,   reorganization,
     insolvency, liquidation,  receivership,  dissolution,  winding-up or relief
     of debtors,  or (b) any general  assignment  for the benefit of  creditors,
     composition,   marshaling  of  assets  for  creditors,  or  other,  similar
     arrangement  in  respect  of its  creditors  generally  or any  substantial
     portion of its creditors;  undertaken under U.S. Federal,  state or foreign
     law, including the Bankruptcy Code.

          "Intercreditor  Agreement" means that certain  Collateral,  Agency and
     Intercreditor Agreement dated the date hereof by and among the Company, the
     Collateral Agent and the Senior Secured Lenders,  substantially in the form
     of Exhibit K.

          "Interest  Payment Date" means,  as to any Loan other than a Base Rate
     Loan, the last day of each Interest Period  applicable to such Loan and, as
     to any Base Rate Loan,  the last Business Day of each calendar  quarter and
     each date such Loan is converted into another Type of Loan.

          "Interest  Period"  means,  as to any Offshore  Rate Loan,  the period
     commencing   on   the   Borrowing   Date   of   such   Loan   or   on   the
     Conversion/Continuation  Date  on  which  the  Loan  is  converted  into or
     continued as an Offshore Rate Loan, and ending on the date one (1), two (2)
     or three (3) months  thereafter as selected by the Company in its Notice of
     Borrowing or Notice of Conversion/Continuation; provided that:

               (i) if any Interest  Period would  otherwise end on a day that is
          not a Business  Day,  that  Interest  Period  shall be extended to the
          following  Business Day unless,  in the case of an Offshore Rate Loan,
          the result of such  extension  would be to carry such Interest  Period
          into another calendar month, in which event such Interest Period shall
          end on the preceding Business Day;

               (ii) any Interest Period pertaining to an Offshore Rate Loan that
          begins on the last  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 Interest Period) shall end on the last Business Day
          of the calendar month at the end of such Interest Period; and

               (iii) no  Interest  Period for any Loan shall  extend  beyond the
          Termination Date.

          "IRS"  means  the  Internal  Revenue  Service,  and  any  Governmental
     Authority succeeding to any of its principal functions under the Code.

          "Issuance Date" has the meaning specified in Section 3.01(a).

          "Issue"  means,  with respect to any Letter of Credit,  to incorporate
     the  Existing  Letters  of Credit  into this  Agreement,  or to issue or to
     extend the expiry of, or to renew or increase the amount of, such Letter of
     Credit; and the terms "Issued," "Issuing" and "Issuance" have corresponding
     meanings.

          "Issuing Bank" means any of Bank of America, in its capacity as issuer
     of one or more Letters of Credit hereunder and each Bank listed in Schedule
     3.03 hereto as the issuer of an Existing  Letter of Credit,  together  with
     any replacement  letter of credit issuer arising under Section  10.01(b) or
     Section 10.09.

          "Joint  Venture"  means  a  single-purpose  corporation,  partnership,
     limited liability company, joint venture or other similar legal arrangement
     (whether created by contract or conducted  through a separate legal entity)
     now or  hereafter  formed by the  Company or any of its  Subsidiaries  with
     another Person in order to conduct a common venture or enterprise with such
     Person.

          "L/C Advance" means each Bank's  participation in any L/C Borrowing in
     accordance with its Pro Rata Share.

          "L/C Amendment Application" means an application form for amendment of
     outstanding standby or commercial documentary letters of credit as shall at
     any time be in use at the Issuing Bank, as the Issuing Bank shall request.

          "L/C  Application"  means an application form for issuances of standby
     or commercial  documentary letters of credit as shall at any time be in use
     at the Issuing Bank, as the Issuing Bank shall request.

          "L/C Borrowing"  means an extension of credit resulting from a drawing
     under any Letter of Credit which shall not have been reimbursed on the date
     when made nor, if available prior to the Termination Date, converted into a
     Borrowing of Revolving Loans under Section 3.03(c).

          "L/C  Commitment"  means the  commitment of the Issuing Bank to Issue,
     and the  commitment of the Banks  severally to  participate  in, Letters of
     Credit  (including the Existing Letters of Credit) from time to time Issued
     or outstanding  under Article III, in an aggregate  amount not to exceed on
     any  date  $110,00,000,  as the  same  shall be  reduced  as a result  of a
     reduction  in the L/C  Commitment  pursuant  to  Sections  2.05  and  2.07;
     provided  that the L/C  Commitment  is a part of the Combined  Commitments,
     rather than a separate, independent commitment.

          "L/C  Obligations"  means  at any  time  the sum of (a) the  aggregate
     undrawn  amount of all  Letters of Credit  then  outstanding,  plus (b) the
     amount of all unreimbursed drawings under all Letters of Credit,  including
     all outstanding L/C Borrowings.

          "L/C-Related   Documents"  means  the  Letters  of  Credit,   the  L/C
     Applications,  the  L/C  Amendment  Applications  and  any  other  document
     relating  to any  Letter of Credit,  including  any of the  Issuing  Bank's
     standard form documents for letter of credit issuances.

          "Lending  Office" means, as to any Bank, the office or offices of such
     Bank  specified as its "Lending  Office" or  "Domestic  Lending  Office" or
     "Offshore  Lending Office",  as the case may be, on Schedule 11.02, or such
     other  office or  offices  as such Bank may from  time to time  notify  the
     Company and the Agent.

          "Letters  of  Credit"  means the  Existing  Letters  of Credit and any
     letters of credit  (whether  Financial  Letters of Credit or  Non-Financial
     Letters of Credit) issued by the Issuing Bank pursuant to Article III.

          "Lien" means any security interest,  mortgage,  deed of trust, pledge,
     hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
     (statutory  or other)  or  preferential  arrangement  of any kind or nature
     whatsoever in respect of any property  (including those created by, arising
     under  or  evidenced  by any  conditional  sale or  other  title  retention
     agreement,  the interest of a lessor under a capital  lease,  any financing
     lease  having  substantially  the  same  economic  effect  as  any  of  the
     foregoing, or the filing of any financing statement naming the owner of the
     asset to which such lien  relates as debtor,  under the Uniform  Commercial
     Code or any  comparable  law)  and any  contingent  or other  agreement  to
     provide any of the  foregoing,  but not  including the interest of a lessor
     under an operating lease.

          "Loan"  means an  extension  of credit by a Bank to the Company  under
     Article II or Article III in the form of a Revolving Loan or L/C Advance.

          "Loan  Documents" means this Agreement,  any Notes, the  Intercreditor
     Agreement,  the  Collateral  Documents,  the Fee  Letter,  the  L/C-Related
     Documents,  and all other  documents  delivered to the Agent or any Bank in
     connection herewith or therewith.

          "Majority Banks" means at any time Banks then holding in excess of 50%
     of the then aggregate  unpaid  principal amount of the Loans and beneficial
     interests  in L/C  Obligations  and,  if no such  principal  amount is then
     outstanding,   Banks  then  having  in  excess  of  50%  of  the   Combined
     Commitments.

          "Margin  Stock"  means  "margin  stock"  as such  term is  defined  in
     Regulation G, T, U or X of the FRB.

          "Material Adverse Effect" means (a) a material adverse effect in, or a
     material  adverse  effect  upon,  the  operations,   business,  properties,
     condition  (financial  or  otherwise)  or  prospects  of the Company or the
     Company and its Subsidiaries taken as a whole; (b) a material impairment of
     the  ability of the  Company or any  Subsidiary  to perform  under any Loan
     Document to which it is a party and to avoid any Event of Default; or (c) a
     material adverse effect upon (i) the legality,  validity, binding effect or
     enforceability  against the Company or any  Subsidiary of any Loan Document
     to  which  it is a party or (ii) the  perfection  or  priority  of any Lien
     granted to the Banks, to the Agent or to the Collateral  Agent, as the case
     may be, for the benefit of the Banks under any of the Collateral Documents.

          "Mortgage" means any deed of trust,  mortgage,  deed to secure debt or
     other  document  creating a Lien on real  property or any  interest in real
     property, substantially in the form attached hereto as Exhibit E.

          "Multiemployer  Plan" means a "multiemployer  plan" within the meaning
     of Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
     makes,  is making,  or is obligated to make  contributions,  or, during the
     preceding  three  calendar  years,  has made,  or been  obligated  to make,
     contributions.

          "Net  Issuance  Proceeds"  means,  with  respect  to any  issuance  of
     Subordinated   Debt,  cash  proceeds  and  non-cash  proceeds  received  or
     receivable in connection therewith,  net reasonable out-of-pocket costs and
     expenses  paid or incurred in  connection  therewith in favor of any Person
     not an Affiliate  of the Company,  such costs and expenses not to exceed 5%
     of the gross proceeds of such issuance.

          "Net Proceeds" means proceeds in cash, checks or other cash equivalent
     financial instruments  (including cash equivalents) as and when received by
     the Person making a Disposition  or obtaining a mortgage or other source of
     funds in  connection  with  Section  7.14(c),  net of: (a) the direct costs
     relating to such Disposition or mortgage or other such financing, (b) sale,
     use or other transaction taxes paid or payable as a result thereof, and (c)
     amounts required to be applied to repay principal,  interest and prepayment
     premiums and penalties on Indebtedness secured by a Lien on the asset which
     is the subject of such Disposition.

          "NI Pledge Agreement" means the Pledge Agreement dated the date hereof
     from Nordic Investors,  Inc., a Nevada  corporation,  to the Agent, for the
     benefit of the Banks, substantially in the form of Exhibit H-5.

          "NI  Pledged  Shares"  means  the  partnership   interests  of  Nordic
     Refrigerated  Services,  LP, a Georgia limited partnership,  pledged to the
     Agent,  for the benefit of the Banks and the other Senior Secured  Lenders,
     pursuant to the NI Pledge Agreement.

          "Non-Financial  Letter of Credit" means a commercial  letter of credit
     or a letter of credit  classified  as a  performance  letter of credit  for
     regulatory  reporting  purposes by the Issuing Bank,  which  classification
     shall be conclusive  and binding on the Company and the Banks if reasonably
     determined.

          "Nordic Pledge  Agreement"  means the Pledge  Agreement dated the date
     hereof from Nordic Holdings,  Inc., a Delaware  corporation,  to the Agent,
     for  the  benefit  of the  Banks  and the  other  Senior  Secured  Lenders,
     substantially in the form of Exhibit H-4.

          "Nordic  Pledged  Shares"  means each of (i) the shares of Nordic Rail
     Services,  Inc., a North  Carolina  corporation,  (ii) the shares of Nordic
     Transportation  Services,  Inc., a North  Carolina  corporation,  (iii) the
     shares of Nordic Refrigerated Services, Inc., a North Carolina corporation,
     and (iv) the partnership interests of Nordic Refrigerated  Services,  LP, a
     Georgia limited partnership,  each pledged to the Agent, for the benefit of
     the Banks and the other  Senior  Secured  Lenders,  pursuant  to the Nordic
     Pledge Agreement.

          "Note" and "Notes" means any Promissory Note.

          "Notice  of  Borrowing"  means a notice in  substantially  the form of
     Exhibit A.

          "Notice of  Conversion/Continuation"  means a notice in  substantially
     the form of Exhibit B.

          "Obligations"  means all Loans,  all  reimbursement  obligations  with
     respect to Letters of Credit, all fees and charges, and other Indebtedness,
     advances,  debts,  liabilities,  obligations,  covenants and duties arising
     under this Agreement or any other Loan Document owing by the Company to any
     Bank, the Agent, or any other Person  required to be indemnified  under any
     Loan  Document,  of any kind or nature,  present or future,  whether or not
     evidenced by any note, guaranty or other instrument, whether or not for the
     payment  of money,  whether  arising by reason of an  extension  of credit,
     loan, guaranty,  indemnification or in any other manner,  whether direct or
     indirect (including those acquired by assignment),  absolute or contingent,
     due or to become  due,  now  existing  or  hereafter  arising  and  however
     acquired.

          "Offshore  Currency" means any currency other than Dollars, so long as
     such currency is freely  transferable  and convertible  into Dollars and is
     traded and readily available to the Agent in the London interbank market.

          "Offshore Rate" means, for each Interest Period in respect of Offshore
     Rate Loans comprising part of the same Borrowing,  the rate of interest per
     annum determined by the Agent to be the arithmetic mean (rounded upward, if
     necessary,  to the next  1/16th of 1%) of the rates of  interest  per annum
     notified  to the Agent by the  Reference  Bank as the rate of  interest  at
     which deposits in Dollars or the applicable Offshore Currency,  as the case
     may be, in the  approximate  amount of the amount of the Loan to be made or
     continued  as, or converted  into,  an Offshore  Rate Loan by the Reference
     Bank and having a maturity  comparable  to such  Interest  Period  would be
     offered to major banks in the London  interbank  market at their request at
     approximately  11:00  a.m.  (London  time) two  Business  Days prior to the
     commencement of such Interest Period.

          "Offshore  Rate Loan"  means a Loan that bears  interest  based on the
     Offshore Rate.

          "121A Agreements" means, collectively,  the Land Disposition Agreement
     dated  as  of  June  29,  1973  between   Summer   Street  and  the  Boston
     Redevelopment  Authority,  the agreement  dated July 6, 1973 between Summer
     Street and the City of Boston  commonly  known as the "6A  Agreement",  the
     Application   submitted  by  Summer   Street  and  filed  with  the  Boston
     Redevelopment  Authority and the agreement  dated February 5, 1973 executed
     by the  Borrower  with respect to the  nontransfer  of the shares of Summer
     Street.

          "Organization  Documents"  means (i) for any  corporation  or  limited
     liability  company,  as the case may be, the  certificate  or  articles  of
     incorporation  or  certificate  of  organization,  as the case may be,  the
     bylaws or  operating  agreement,  as the case may be,  any  certificate  of
     determination   or   instrument   relating  to  the  rights  of   preferred
     shareholders  or  members,  as the case  may be,  of such  corporation,  or
     limited liability company, any shareholder or member rights agreement,  and
     all  applicable  resolutions  of the board of directors or managers (or any
     committee thereof) of such corporation or limited liability company, as the
     case may be, and (ii) for any partnership,  the certificate of partnership,
     the partnership agreement and all applicable resolutions of the partners of
     such partnership.

          "Other Taxes" means any present or future stamp,  court or documentary
     taxes or any other  excise or  property  taxes,  charges or similar  levies
     which  arise  from  any  payment  made  hereunder  or from  the  execution,
     delivery,  performance,  enforcement or registration  of, or otherwise with
     respect to, this Agreement or any other Loan Documents.

          "Overnight  Foreign  Currency Rate" means, for any amount payable in a
     currency  other than Dollars,  the rate of interest per annum as determined
     by the Issuing Bank (rounded  upwards,  if necessary,  to the nearest whole
     multiple of  one-sixteenth  of one percent (1/16 of 1%)) at which overnight
     or weekend  deposits of the  appropriate  currency  (or, if such amount due
     remains unpaid more than 3 Business Days,  then for such period of time not
     longer  than 6  months  as the  Issuing  Bank  may  elect  in its  absolute
     discretion) for delivery in immediately  available and freely  transferable
     funds would be offered by the Issuing Bank to prime banks in the  interbank
     market  upon  request  of such  prime  banks for the  applicable  period as
     determined above and in an amount comparable to the unpaid principal amount
     of the related  obligation (or, if the Issuing Bank is not placing deposits
     in such currency in the interbank  market,  then the Issuing Bank's cost of
     funds in such currency for such period).

          "Participant" has the meaning specified in Section 11.08(d).

          "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation,   or  any
     successor or replacement entity thereto under ERISA.

          "Pension Plan" means any "employee pension benefit plan" (as such term
     is defined in Section  3(2) of  ERISA),  other than a  Multiemployer  Plan,
     which is subject to Title IV of ERISA and is sponsored or maintained by the
     Company  or any  ERISA  Affiliates  or to which  the  Company  or any ERISA
     Affiliate contributes or has an obligation to contribute, or in the case of
     a multiple  employer  plan (as  described in Section  4064(a) of ERISA) has
     made  contributions at any time during the immediately  preceding five plan
     years.

          "Permitted Liens" means:

               (a) Inchoate Liens incident to  construction on or maintenance of
          property;  or Liens  incident to  construction  on or  maintenance  of
          property now or hereafter filed of record for which adequate  reserves
          have been set aside (or deposits made pursuant to applicable Laws) and
          which are being contested in good faith by appropriate proceedings and
          have not proceeded to judgment, provided that, by reason of nonpayment
          of the obligations  secured by such Liens, no such property is subject
          to a material risk of loss or forfeiture;

               (b) Liens for taxes and assessments on property which are not yet
          past due; or Liens for taxes and  assessments  on  property  for which
          adequate  reserves have been set aside and are being contested in good
          faith by appropriate  proceedings  and have not proceeded to judgment,
          provided that, by reason of nonpayment of the  obligations  secured by
          such Liens,  no such property is subject to a material risk of loss or
          forfeiture;

               (c)  minor  defects  and  irregularities  in  title,   easements,
          rights-of-way, restrictions and other similar encumbrances incurred in
          the ordinary  course of business  which do not in any case  materially
          detract from the value of the property  subject  thereto or materially
          interfere  with the ordinary  conduct of the businesses of the Company
          and its Subsidiaries;

               (d) rights reserved to or vested in any Governmental Authority to
          control or  regulate,  or  obligations  or duties to any  Governmental
          Authority with respect to, the use of any property;

               (e) rights  reserved to or vested in any  Governmental  Agency to
          control or  regulate,  or  obligations  or duties to any  Governmental
          Authority  with  respect  to,  any  right,  power,  franchise,  grant,
          license, or permit;

               (f) present or future  zoning laws and  ordinances  or other laws
          and  ordinances  restricting  the  occupancy,  use,  or  enjoyment  of
          property;

               (g) statutory  Liens,  other than those  described in subsections
          (a) or (b) above,  arising in the  ordinary  course of  business  with
          respect to obligations which are not delinquent or are being contested
          in good faith,  provided that, if delinquent,  adequate  reserves have
          been set aside with respect  thereto and, by reason of nonpayment,  no
          property is subject to a material risk of loss or forfeiture;

               (h) covenants,  conditions, and restrictions affecting the use of
          real property which in the aggregate do not materially impair the fair
          market value or use of the real property for the purposes for which it
          is or may reasonably be expected to be held;

               (i) subject to any of the Collateral Documents, rights of tenants
          under leases and rental agreements covering real property entered into
          in the  ordinary  course of  business  of the Person  owning such real
          property;

               (j) Liens consisting of pledges or deposits to secure obligations
          under workers'  compensation  laws or similar  legislation,  including
          Liens of judgments thereunder which are not currently dischargeable;

               (k) Liens consisting of pledges or deposits of property to secure
          performance in connection  with operating  leases made in the ordinary
          course of business to which the Company or a Subsidiary of the Company
          is a party as lessee;

               (l)  Liens  consisting  of any  right  of  offset,  or  statutory
          bankers'  lien,  on bank deposit  accounts  maintained in the ordinary
          course  of  business  so long as the  Bank  deposit  accounts  are not
          established  or maintained  for the purpose of providing such right of
          offset or bankers' lien;

               (m) Liens  consisting of deposits of property to secure statutory
          obligations  of the  Company  or a  Subsidiary  of the  Company in the
          ordinary course of its business;

               (n) Liens  consisting  of  deposits  of property to secure (or in
          lieu of) surety,  appeal or customs bonds in  proceedings to which the
          Company or a  Subsidiary  of the  Company  is a party in the  ordinary
          course of its business;

               (o) Liens  created by or resulting  from any  litigation or legal
          proceeding involving the Company or a Subsidiary of the Company in the
          ordinary  course of its business which is currently being contested in
          good faith by appropriate proceedings, provided that adequate reserves
          have been set aside and no material  property is subject to a material
          risk of loss or forfeiture;

               (p) other non-consensual Liens incurred in the ordinary course of
          business but not in connection  with an extension of credit,  which do
          not in the  aggregate,  when  taken  together  with all  other  Liens,
          materially  impair the value or use of the property of the Company and
          its Subsidiaries, taken as a whole; and

               (q) Liens  consisting  of (i) an interest  (other than a legal or
          equitable co-ownership interest, an option or right to acquire a legal
          or equitable co-ownership interest and any interest of a ground lessor
          under a ground lease),  that does not  materially  impair the value or
          use of property  for the purposes for which it is or may reasonably be
          expected to be held,  (ii) an option or right  to acquire a  Lien that
          would be a  Permitted  Lien,  (iii)  the subordination of  a  lease or
          sublease in favor of a financing entity and (iv) a license, or similar
          right,  of or to intangible assets granted  in  the ordinary course of
          business.

          "Permitted  Swap  Obligations"  means all  obligations  (contingent or
     otherwise) of the Company or any Subsidiary  existing or arising under Swap
     Contracts,  provided  that such  obligations  are (or were) entered into by
     such Person in the ordinary  course of business for the purpose of directly
     mitigating risks associated with liabilities, commitments or assets held or
     reasonably  anticipated  by  such  Person,  or  changes  in  the  value  of
     securities   issued  by  such  Person  in  conjunction  with  a  securities
     repurchase program not otherwise prohibited hereunder, and not for purposes
     of speculation.

          "Person"  means  an  individual,  partnership,   corporation,  limited
     liability   company,   business   trust,   joint  stock   company,   trust,
     unincorporated association, joint venture or Governmental Authority.

          "Plan" means an employee  benefit  plan, as defined in Section 3(3) of
     ERISA, which the Company or any ERISA Affiliate  sponsors or maintains,  or
     to which  the  Company  or any  ERISA  Affiliate  makes,  is  making  or is
     obligated  to  make,  contributions;  and  includes  any  pension  plan  or
     Multiemployer Plan.

          "Pledge  Agreements"  shall  mean  collectively,  each of the  Company
     Pledge Agreement, the SWMC Pledge Agreement, the SWEC Pledge Agreement, the
     Nordic Pledge  Agreement and the NI Pledge  Agreement,  as each of the same
     may be  amended  from  time to  time,  and  any  supplement  to any  Pledge
     Agreement.

          "Pledged  Collateral"  or  "Pledged  Shares"  means all of the Company
     Pledged  Shares,  the Company Pledged Notes,  the SWMC Pledged Shares,  the
     SWEC Pledged Shares, the Nordic Pledged Shares and the NI Pledged Shares or
     any  additional  pledged  shares,   membership   interests  or  partnership
     interests or intercompany notes pledged pursuant to a Pledge Agreement.

          "Principal  Subsidiary" means any direct or indirect Subsidiary of the
     Company  which (a) owns directly or indirectly 5% or more of the book value
     of the assets of the Company and its  Subsidiaries on a consolidated  basis
     or (b) has  contributed  directly or  indirectly  more than 5% of the gross
     consolidated  revenues of the Company and its  Subsidiaries  for any one of
     the preceding four fiscal quarters of the Company.

          "Prior  Bank  Agreements"  means those  agreements  listed on Schedule
     1.01(b) hereto.

          "Prior Bank  Lender"  means any lender  party to any of the Prior Bank
     Agreements.

          "Prior  Bank  Liens"  means  those  liens  created,  arising  under or
     existing pursuant to the Prior Bank Agreements, if any.

          "Prohibited  Transaction"  means any transaction  described in Section
     406 of ERISA  which is not exempt by reason of Section  408 of ERISA or the
     transitional rules set forth in Section 414(c) of ERISA and any transaction
     described  in section  4975(c) of the Code which is not exempt by reason of
     Section  4975(c)(2)  or Section  4975(d) of the Code,  or the  transitional
     rules of Section 2003(c) of ERISA.

          "Projections" has the meaning specified in Section 6.11(b).

          "Promissory  Note" means a promissory  note executed by the Company in
     favor of a Bank pursuant to Section 2.02(b),  in substantially  the form of
     Exhibit D.

          "Property"  means any estate or  interest  in any kind of  property or
     asset, whether real, personal or mixed, and whether tangible or intangible.

          "Pro Rata Share"  means,  as to any Bank at any time,  the  percentage
     equivalent, in the case of either the Revolving Loan Commitment Sublimit or
     the  Commitments,  as set forth  under the  appropriate  column  heading in
     Schedule 2.01 attached hereto, as such Schedule may be amended from time to
     time in accordance with the terms of this Agreement.

          "Reference Bank" means Bank of America.

          "Replacement Bank" has the meaning specified in Section 4.08.

          "Reportable  Event"  means,  any of the  events  set forth in  Section
     4043(c) of ERISA or the regulations  thereunder,  other than any such event
     for which the 30-day  notice  requirement  under  ERISA has been  waived in
     regulations issued by the PBGC.

          "Requirement  of Law" means,  as to any Person,  any law (statutory or
     common), treaty, rule or regulation or determination of an arbitrator or of
     a Governmental  Authority,  in each case  applicable to or binding upon the
     Person or any of its property or to which the Person or any of its property
     is subject.

          "Responsible  Officer"  means  the  chief  executive  officer  or  the
     president of the  Company,  or any  Subsidiary,  as the case may be, or any
     other officer having  substantially the same authority and  responsibility;
     or,  with  respect  to  compliance  with  financial  covenants,  the  chief
     financial  officer or the  treasurer of the Company,  or any other  officer
     having substantially the same authority and responsibility.

          "Restricted  Payment" means,  (a) any dividend or other  distribution,
     direct or  indirect,  in respect of any shares of the Capital  Stock of the
     Company  or  any  of  its  Subsidiaries,  other  than  dividends  or  other
     distributions  payable solely in shares of its Capital Stock,  or warrants,
     rights, or options therefor, and dividends or other distributions by any of
     its  Subsidiaries  to the  Company  or  another  Subsidiary;  and  (b)  any
     purchase,  redemption,  retirement  or other  acquisition  of any shares of
     Capital Stock of the Company or any of its  Subsidiaries,  now or hereafter
     outstanding  (except  for any  purchase,  redemption,  retirement  or other
     acquisition  of any  shares  of  Capital  Stock  of any  Subsidiary  by the
     Company),  or of any  warrants,  rights or  options  evidencing  a right to
     purchase or acquire any such shares (except in exchange for other shares of
     Capital Stock or warrants, rights or options evidencing a right to purchase
     or acquire any such shares).

          "Revolving Loan" has the meaning  specified in Section 2.01(b),  which
     term shall  include an extension  of credit by a Bank to the Company  under
     Section  2.01(b)  or  Article  III in the form of a  Revolving  Loan or L/C
     Advance.  A Revolving Loan may be a Base Rate Loan or an Offshore Rate Loan
     (each, a "Type" of Revolving Loan).

          "Revolving Loan Commitment  Sublimit" shall have the meaning  assigned
     thereto in Section  2.01,  as may be increased  or reduced  pursuant to the
     terms of this Agreement.

          "SEC"  means  the   Securities   and  Exchange   Commission,   or  any
     Governmental Authority succeeding to any of its principal functions.

          "Security  Agreement"  means  the  Security  Agreement  dated the date
     hereof  executed by the Company and the other  Borrower  Parties  signatory
     thereto, in favor of the Collateral Agent, for the benefit of the Banks and
     the other Senior Secured Lenders, substantially in the form of Exhibit G.

          "Senior   Secured   Lenders"   has  the  meaning   specified   in  the
     Intercreditor Agreement.

          "Solvent" has the meaning specified in Section 6.20.

          "Spot Rate" means, with respect to a currency, the rate quoted by Bank
     of  America  as the spot rate for the  purchase  by Bank of America of such
     currency  with  another   currency   through  its  FX  Trading   Office  at
     approximately  8:00 a.m. (San Francisco  time) on the date two (2) Business
     Days  prior to the date as of which the  foreign  exchange  computation  is
     made.

          "Subordinated  Debt"  means  any  Indebtedness  that is in any  manner
     subordinated in right of payment or security in any respect to Indebtedness
     evidenced by the Notes,  including without  limitation any senior unsecured
     debt;  provided,  that such  Indebtedness  has a  maturity  later  than the
     Termination Date.

          "Subsidiary"   of  a  Person  means  any   corporation,   association,
     partnership,  limited  liability  company,  joint venture or other business
     entity of which more than 50% of the voting stock,  membership interests or
     other equity interests (in the case of Persons other than corporations), is
     owned or controlled directly or indirectly by the Person, or one or more of
     the  Subsidiaries  of the  Person,  or a  combination  thereof.  Unless the
     context  otherwise  clearly  requires,  references herein to a "Subsidiary"
     refer to a Subsidiary of the Company.

          "Summer   Street"   means  Summer   Street   Realty   Corporation,   a
     Massachusetts corporation.

          "Swap  Contract"  means  any  agreement,  whether  or not in  writing,
     relating to any transaction that is a rate swap,  basis swap,  forward rate
     transaction,  commodity swap, commodity option, equity or equity index swap
     or option, bond, note or bill option, interest rate option, forward foreign
     exchange  transaction,  cap,  collar or floor  transaction,  currency swap,
     cross-currency rate swap,  swaption,  currency option or any other, similar
     transaction  (including  any option to enter into any of the  foregoing) or
     any combination of the foregoing, and, unless the context otherwise clearly
     requires,  any master agreement  relating to or governing any or all of the
     foregoing.

          "Swap  Termination  Value"  means,  in respect of any one or more Swap
     Contracts,  after taking into account the effect of any legally enforceable
     netting agreement  relating to such Swap Contracts,  (a) for any date on or
     after the date such Swap  Contracts  have been  closed out and  termination
     value(s) determined in accordance therewith, such termination value(s), and
     (b) for any date prior to the date  referenced  in clause (a) the amount(s)
     determined  as the  mark-to-market  value(s)  for such Swap  Contracts,  as
     determined  by the  Company  based  upon  one or more  mid-market  or other
     readily available quotations provided by any recognized dealer in such Swap
     Contracts (which may include any Bank).

          "SWEC"  means Stone & Webster  Engineers  and  Constructors,  Inc.,  a
     Delaware corporation.

          "SWEC  Pledge  Agreement"  means the Pledge  Agreement  dated the date
     hereof from SWEC, to the Agent,  for the benefit of the Banks and the other
     Senior Secured Lenders, substantially in the form of Exhibit H-3.

          "SWEC  Pledged  Shares" means the shares of SWMC pledged to the Agent,
     for the benefit of the Banks and the other Senior Secured Lenders, pursuant
     to the SWEC Pledge Agreement.

          "SWMC" means Stone & Webster Management Consultants,  Inc., a New York
     corporation.

          "SWMC  Pledge  Agreement"  means the Pledge  Agreement  dated the date
     hereof  from SWMC to the Agent,  for the benefit of the Banks and the other
     Senior Secured Lenders, substantially in the form of Exhibit H-2.

          "SWMC Pledged  Shares" means each of (i) the shares of Stone & Webster
     Overseas Consultants,  Inc., a Delaware corporation, and (ii) the shares of
     Power  Technologies,  Inc.,  a Delaware  corporation,  each  pledged to the
     Agent,  for the benefit of the Banks and the other Senior  Secured  Lenders
     pursuant to the SWMC Pledge Agreement.

          "Taxes"  means  any  and  all  present  or  future  taxes   (including
     documentary taxes), levies, assessments, imposts, duties, deductions, fees,
     withholdings or similar  charges,  and all liabilities with respect thereto
     imposed by a Governmental  Authority,  including any liabilities imposed on
     amounts paid by the Company to  indemnify or reimburse  any person for such
     amounts,  but  excluding,   in  the  case  of  each  Bank  and  the  Agent,
     respectively,  taxes imposed on or measured by its net income and franchise
     taxes by the jurisdiction (or any political  subdivision thereof) under the
     laws of which such Bank or the Agent,  as the case may be, is  organized or
     maintains a lending office.

          "Termination Date" means the earlier to occur of:

               (a) the sixth (6th) month anniversary following the Closing Date;
          or

               (b) the date on which the Revolving Loan  Commitment  Sublimit or
          the L/C  Commitment  terminates in accordance  with the  provisions of
          this Agreement;  provided, that in no event shall the Termination Date
          be later than January 31, 2000.

          "The Nordic  Group" means  Nordic  Warehouse,  Inc., a North  Carolina
     corporation,  Nordic  Acquisitions,  Inc.,  a North  Carolina  corporation,
     American   Warehouses,   Inc.,  a  North  Carolina   corporation,   Buckeye
     Distribution  Company, a North Carolina  corporation,  Buckeye  Management,
     Inc., a North Carolina  corporation,  Nordic Rail  Services,  Inc., a North
     Carolina  corporation,  and Nordic Transportation  Services,  Inc., a North
     Carolina corporation.

          "Total  Consideration"  means,  with  respect  to any  acquisition  or
     investment by any Person, (a) the sum of (i) all cash consideration paid or
     agreed to be paid by such  Person to make such  acquisition  or  investment
     (inclusive of payments by such Person of the seller's professional fees and
     expenses and other out-of-pocket  expenses in connection  therewith),  plus
     (ii)  the fair  market  value of all  non-cash  consideration  paid by such
     Person in connection therewith, plus (iii) an amount equal to the principal
     or stated amount of all  liabilities  assumed or incurred by such Person in
     connection  therewith excluding trade payables and accruals incurred in the
     ordinary  course,  minus  (b)  cash,  if  any,  acquired  as  part  of such
     acquisition or investment.  The principal or stated amount of any liability
     assumed  or  incurred  by a Person in  connection  with an  acquisition  or
     investment which is a contingent  liability shall be an amount equal to the
     stated  amount  of such  liability  or,  if the  same is not  stated,  such
     contingent  liability  shall be an amount  equal to (i) if such  contingent
     liability is required to be reflected on a balance  sheet of such Person in
     accordance  with GAAP,  the amount  required to be so reflected and (ii) if
     such  contingent  liability  is not  required to be  reflected on a balance
     sheet of such  Person in  accordance  with  GAAP,  the  maximum  reasonably
     anticipated  amount payable by such Person in respect thereof as determined
     by such  Person  in good  faith.  Notwithstanding  anything  herein  to the
     contrary, the present value of any liability assumed in connection with any
     covenants  not to compete  shall be  discounted by a rate equal to the Base
     Rate.

          "Type" has the  meaning  specified  in the  definition  of  "Revolving
     Loan."

          "Uncommitted  Lines" has the meaning  specified  in the  Intercreditor
     Agreement.

          "Unfunded  Pension  Liability"  means the  excess of a Pension  Plan's
     accumulated  benefit  obligation over the fair value of that Pension Plan's
     assets,  determined  in the most recent  valuation  of the Pension  Plan to
     comply with Statement of Financial Accounting Standards No. 87.

          "United States" and "U.S." each means the United States of America.

          "U.S. Dollar Equivalent" means at any time (i) with respect to any L/C
     Obligations  denominated  in an  Offshore  Currency,  the amount of Dollars
     which would be realized by converting the relevant  Offshore  Currency into
     Dollars in the spot market at the exchange  rate quoted by the Issuing Bank
     at  approximately  11:00  a.m.  (Los  Angeles  time) on the date on which a
     computation thereof is required to be made, to major banks in the interbank
     foreign  exchange  market for the  purchase  of Dollars  with such  foreign
     currency,  and (ii) with  respect  to any L/C  Obligations  denominated  in
     Dollars, the face amount thereof at such time.

          "Wholly-Owned  Subsidiary"  means any corporation in which (other than
     directors'  qualifying shares required by law) 100% of the Capital Stock of
     each class having ordinary  voting power,  and 100% of the capital stock of
     every other class, in each case, at the time as of which any  determination
     is being made, is owned,  beneficially and of record, by the Company, or by
     one or more of the other Wholly-Owned Subsidiaries, or both.

          "Year 2000 problem" has the meaning specified in Section 5.01(h).

     1.02 Other Interpretive Provisions

          (a) The  meanings  of  defined  terms are  equally  applicable  to the
     singular and plural forms of the defined terms.

          (b) The words "hereof", "herein",  "hereunder" and similar words refer
     to this  Agreement as a whole and not to any  particular  provision of this
     Agreement;  and  Section,  Schedule  and  Exhibit  references  are to  this
     Agreement unless otherwise specified.

          (c) (i)   The  term  "documents"  includes any  and  all  instruments,
          documents,  agreements,  certificates,  indentures,  notices and other
          writings, however evidenced.

              (ii)  The term  "including"  is not limiting and means  "including
          without limitation."

              (iii)  In the computation of periods of time from a specified date
          to a later specified date, the word "from" means "from and including";
          the words "to" and "until" each mean "to but excluding",  and the word
          "through" means "to and including."

          (d) Unless  otherwise  expressly  provided  herein,  (i) references to
     agreements  (including  this Agreement) and other  contractual  instruments
     shall  be  deemed  to  include   all   subsequent   amendments   and  other
     modifications  thereto,  but only to the extent such  amendments  and other
     modifications  are not  prohibited by the terms of any Loan  Document,  and
     (ii)  references  to any  statute  or  regulation  are to be  construed  as
     including all statutory and regulatory provisions consolidating,  amending,
     replacing, supplementing or interpreting the statute or regulation.

          (e) The captions and headings of this Agreement are for convenience of
     reference only and shall not affect the interpretation of this Agreement.

          (f) This Agreement and other Loan Documents may use several  different
     limitations, tests or measurements to regulate the same or similar matters.
     All such limitations,  tests and measurements are cumulative and shall each
     be performed in accordance  with their terms.  Unless  otherwise  expressly
     provided,  any  reference to any action of the Agent or the Banks by way of
     consent,  approval  or waiver  shall be deemed  modified  by the phrase "in
     its/their sole discretion."

          (g) This  Agreement  and the other  Loan  Documents  are the result of
     negotiations  among and have been  reviewed  by counsel  to the Agent,  the
     Company  and  the  other  parties,  and are the  products  of all  parties.
     Accordingly,  they shall not be  construed  against  the Banks or the Agent
     merely because of the Agent's or Banks' involvement in their preparation.

     1.03 Accounting Principles.

          (a) Unless the context  otherwise  clearly  requires,  all  accounting
     terms not expressly  defined  herein shall be construed,  and all financial
     computations  required  under this  Agreement  shall be made, in accordance
     with GAAP, consistently applied.

          (b) Unless the context otherwise  clearly requires,  references herein
     to "fiscal year" and "fiscal  quarter"  refer to such fiscal periods of the
     Company.


                           ARTICLE II

                          THE CREDITS

     2.01 Amounts and Terms of Commitments.

     Each Bank severally  agrees,  on the terms and conditions set forth herein,
to make loans to the Company  (each such loan, a "Revolving  Loan") from time to
time on any  Business  Day  during  the  period  from  the  Closing  Date to the
Termination  Date, in an aggregate  amount not to exceed at any time outstanding
as to each Bank the amount set forth on Schedule  2.01 opposite such Bank's name
under the heading "Revolving Loan Commitment Sublimit" (such amount, as the same
may be  reduced  under  Sections  2.05  or 2.07  or as a  result  of one or more
assignments   under  Section  11.08,  the  Bank's   "Revolving  Loan  Commitment
Sublimit");  provided,  however,  that,  after giving effect to any Borrowing of
Revolving  Loans,  (i) the Effective  Amount of all outstanding  Revolving Loans
shall not at any time exceed the Combined  Revolving Loan  Commitment  Sublimit;
and (ii)  the  Effective  Amount  of all  outstanding  Revolving  Loans  and the
Effective Amount of the U.S. Dollar  Equivalent of all L/C Obligations shall not
at any time exceed the Combined Commitments;  and provided further, that (i) the
Effective Amount of the Revolving Loans of any Bank shall not at any time exceed
such Bank's Revolving Loan Commitment  Sublimit and (ii) the Effective Amount of
the  Revolving  Loans of any Bank  plus the  participation  of such  Bank in the
Effective Amount of the U.S. Dollar  Equivalent of all L/C Obligations shall not
at any time  exceed  such  Bank's  Commitment.  Within the limits of each Bank's
Revolving  Loan  Commitment  Sublimit,  and  subject  to  the  other  terms  and
conditions  hereof, the Company may borrow with respect to Revolving Loans under
this Section  2.01(b),  prepay under  Section 2.06 and reborrow  with respect to
Revolving Loans under this Section 2.01(b) until the Sublimit Termination Date.

     2.02 Loan  Accounts.

          (a) The Loans made by each Bank and the  Letters  of Credit  Issued by
     any  Issuing  Bank shall be  evidenced  by one or more  accounts or records
     maintained  by such  Bank or  Issuing  Bank,  as the  case  may be,  in the
     ordinary  course of  business.  The accounts or records  maintained  by the
     Agent,  each Issuing Bank and each Bank shall be conclusive absent manifest
     error of the amount of the Loans made by the Banks to the  Company  and the
     Letters of Credit  Issued for the account of the Company,  and the interest
     and  payments  thereon.  Any  failure so to record or any error in doing so
     shall not, however, limit or otherwise affect the obligation of the Company
     hereunder  to pay any amount  owing with respect to the Loans or any Letter
     of Credit.

          (b) Upon the  request of any Bank made  through  the Agent,  the Loans
     made by such Bank may be evidenced  by one or more Notes,  instead of or in
     addition to loan  accounts.  Each such Bank shall  endorse on the schedules
     annexed to its Note(s) the date,  amount and  maturity of each Loan made by
     it and the amount of each  payment of  principal  made by the Company  with
     respect thereto. Each such Bank is irrevocably authorized by the Company to
     endorse  its  Note(s) and each Bank's  record  shall be  conclusive  absent
     manifest error;  provided,  however, that the failure of a Bank to make, or
     an error in making,  a notation  thereon with respect to any Loan shall not
     limit or otherwise affect the obligations of the Company hereunder or under
     any such Note to such Bank.

     2.03 Procedure for Borrowing.

          (a) Each Borrowing of Revolving Loans shall be made upon the Company's
     irrevocable  written notice  delivered to the Agent in the form of a Notice
     of Borrowing, which notice must be received by the Agent (i) prior to 10:00
     a.m.  (San  Francisco  time) three (3) Business Days prior to the requested
     Borrowing Date, in the case of Offshore Rate Loans;  and (ii) prior to 9:00
     a.m. (San Francisco  time) on the requested  Borrowing Date, in the case of
     Base Rate Loans, specifying:

               (A) the amount of the  Borrowing,  which shall be in an aggregate
          minimum  amount of  $5,000,000 or any multiple of $1,000,000 in excess
          thereof;

               (B) the requested Borrowing Date, which shall be a Business Day;

               (C) the Type of Loans comprising the Borrowing; and

               (D) with  respect to  Offshore  Rate Loans;  the  duration of the
          Interest Period  applicable to such Loans included in such notice.  If
          the Notice of Borrowing  fails to specify the duration of the Interest
          Period for any  Borrowing  comprised  of  Offshore  Rate  Loans,  such
          Interest Period shall be one (1) month;  provided,  however, that with
          respect to the Borrowing to be made on the Closing Date, the Notice of
          Borrowing  shall be  delivered  to the Agent not later than 10:00 a.m.
          (San Francisco  time) one (1) Business Day before the Closing Date and
          such Borrowing will consist of Base Rate Loans only.

          (b) The Agent will  promptly  notify  each Bank of its  receipt of any
     Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that
     Borrowing.

          (c) Each  Bank  will  make the  amount  of its Pro Rata  Share of each
     Borrowing  available  to the Agent for the account of the  Company,  at the
     Agent's Payment Office by, 11:00 a.m. (San Francisco time) on the Borrowing
     Date requested by the Company in funds immediately  available to the Agent.
     The  proceeds of all such Loans will then be made  available to the Company
     by the Agent at such office by crediting the account of the Company, on the
     books of Bank of America with the  aggregate of the amounts made  available
     to the Agent by the Banks and in like funds as  received by the Agent or by
     wire transfer in accordance with written instructions provided to the Agent
     by the Company of like funds as received by the Agent.

          (d)  Unless the  Majority  Banks  shall  otherwise  agree,  during the
     existence of a Default or an Event of Default, the Company may not elect to
     have a Loan be made as, or converted into or continued as, an Offshore Rate
     Loan.

          (e) After  giving  effect to any  Borrowing,  unless  the Agent  shall
     otherwise  consent,  there may not be more than six (6) different  Interest
     Periods in effect for Revolving Loans that are Offshore Rate Loans.

     2.04  Conversion  and  Continuation  Elections.  (a) The Company may,  upon
irrevocable written notice to the Agent in accordance with Section 2.04(b):

               (i) elect to convert on any Business Day, any Base Rate Loans (or
          any part thereof in an amount not less than $5,000,000,  or that is in
          an integral  multiple of $1,000,000  in excess  thereof) into Offshore
          Rate Loans of any Type; or

               (ii) elect to convert on the last day of the applicable  Interest
          Period any Offshore  Rate Loans having  Interest  Periods  maturing on
          such day into Base Rate Loans; or

               (iii) elect to renew on the last day of the then current Interest
          Period any  Offshore  Rate Loans (or any part thereof in an amount not
          less  than  $5,000,000  (or  that  is  in  an  integral   multiple  of
          $1,000,000);  provided,  that if at any time the  aggregate  amount of
          Offshore  Rate  Loans in  respect  of any  Borrowing  is  reduced,  by
          payment,  prepayment,  or  conversion  of part thereof to be less than
          $5,000,000,  such Offshore Rate Loans shall automatically convert into
          Base Rate  Loans,  and on and after such date the right of the Company
          to continue such Loans as Offshore Rate Loans shall terminate.

          (b) The Company shall deliver a Notice of  Conversion/Continuation  to
     be received by the Agent (i) not later than 10:00 a.m. (San Francisco time)
     at least three (3) Business Days in advance of the  Conversion/Continuation
     Date,  if the Loans are to be converted  into or continued as Offshore Rate
     Loans;  and (ii) not  later  than  9:00 a.m.  (San  Francisco  time) on the
     Conversion/  Continuation  Date, if the Loans are to be converted into Base
     Rate Loans, specifying:

               (A) the proposed Conversion/Continuation Date;

               (B) the aggregate amount of Loans to be converted or continued;

               (C) the Type of Loans  resulting from the proposed  conversion or
          continuation; and

               (D) other than in the case of  conversions  into Base Rate Loans,
          the duration of the requested Interest Period.

          (c) If upon the  expiration of any Interest  Period  applicable to any
     Offshore Rate Loans, the Company has failed to select timely a new Interest
     Period to be applicable  to such Offshore Rate Loans,  or if any Default or
     Event of Default then exists,  the Company  shall be deemed to have elected
     to convert such  Offshore  Rate Loans into Base Rate Loans  effective as of
     the expiration date of such Interest Period.

          (d) The Agent  will  promptly  notify  each Bank of its  receipt  of a
     Notice of  Conversion/Continuation,  or, if no timely notice is provided by
     the Company, the Agent will promptly notify each Bank of the details of any
     automatic  conversion.  All  conversions  and  continuations  shall be made
     ratably  according to the respective  outstanding  principal amounts of the
     Loans with respect to which the notice was given held by each Bank.

          (e) Unless the Majority Banks otherwise consent,  during the existence
     of a Default or Event of Default,  the Company may not elect to have a Loan
     converted into or continued as an Offshore Rate Loan.

          (f) After giving effect to any  conversion or  continuation  of Loans,
     unless the Agent shall  otherwise  consent,  there may not be more than six
     (6)  different  Interest  Periods in the  aggregate in effect for Revolving
     Loans that are Offshore Rate Loans.

     2.05 Voluntary Termination or Reduction of Commitments.  Subject to Section
4.04,  the Company may, upon not less than three (3) Business Days' prior notice
to the Agent (and upon  receipt of such notice the Agent shall  promptly  notify
the Banks thereof), terminate the Combined Commitments or permanently reduce the
Combined  Commitments  by an  aggregate  minimum  amount  of  $5,000,000  or any
multiple of $1,000,000 in excess  thereof;  unless,  after giving effect thereto
and to any  prepayments  of Loans made on the effective  date  thereof,  (a) the
Effective  Amount of the  Revolving  Loans of any Bank shall  exceed such Bank's
Revolving Loan Commitment  Sublimit,  (b) the Effective  Amount of all Revolving
Loans and the U.S.  Dollar  Equivalent  of all L/C  Obligations  together  would
exceed  the  amount  of the  Combined  Commitments  then in  effect,  or (c) the
Effective  Amount of the U.S.  Dollar  Equivalent  of all L/C  Obligations  then
outstanding  would exceed the L/C  Commitment.  Once reduced in accordance  with
this Section,  the Combined  Commitments may not be increased.  Any reduction of
the Combined Commitments shall be applied to each Bank according to its Pro Rata
Share. If and to the extent specified by the Company in the notice to the Agent,
some or all of the  reduction  in the Combined  Commitments  shall be applied to
reduce the L/C Commitment.  All accrued commitment and letter of credit fees to,
but not  including,  the effective  date of any reduction or  termination of the
Combined  Commitments  shall be paid on the effective  date of such reduction or
termination.

     2.06 Optional Prepayments. Subject to Section 4.04, the Company may, at any
time or from  time to  time,  upon  not  less  than  three  (3)  Business  Days'
irrevocable  notice to the Agent in the case of Offshore Rate Loans and upon not
less than one (1) Business Days' irrevocable notice to the Agent with respect to
Base Rate Loans, ratably prepay Loans in whole or in part, in minimum amounts of
$5,000,000 or any multiple of $1,000,000 in excess  thereof,  which  prepayments
shall be applied to the Company's  outstanding  Loans. Such notice of prepayment
shall  specify  the date  (which  shall be a  Business  Day) and  amount of such
prepayment  and the  Type(s) of Loans to be  prepaid.  The Agent  will  promptly
notify each Bank of its receipt of any such notice,  and of such Bank's Pro Rata
Share of such  prepayment.  If such notice is given by the Company,  the Company
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein, together with accrued interest
to each such date on the amount  prepaid  and any amounts  required  pursuant to
Section 4.04.

     2.07 Mandatory Prepayments of Loans; Mandatory Commitment Reductions.

          (a) Subject to Section 4.04,  if on any date the  Effective  Amount of
     the U.S. Dollar  Equivalent of L/C Obligations and the Effective  Amount of
     the Revolving  Loans exceeds the Combined  Commitment  then in effect,  the
     Company shall  immediately upon demand pay over the amount of the excess to
     the Agent to be applied against the Revolving Loans until paid in full with
     any excess to be used to Cash  Collateralize  on such date the  outstanding
     Letters of Credit in an amount  equal to the excess of the  maximum  amount
     then  available to be drawn under the Letters of Credit over the  aggregate
     L/C Commitment.

          (b) [Intentionally Omitted].

          (c) On any date when the outstanding (i) Revolving Loans (after giving
     effect to any Borrowings effected on such date) together with the Effective
     Amount  of the  U.S.  Dollar  Equivalent  of L/C  Obligations  exceeds  the
     Combined  Commitments or (ii)  Revolving  Loans (after giving effect to any
     Borrowings  effected on such date)  exceeds the Revolving  Loan  Commitment
     Sublimit,  the Company  shall make a mandatory  prepayment of the Revolving
     Loans on a pro rata basis in such  amount as may be  necessary  so that the
     aggregate amount of outstanding Revolving Loans after giving effect to such
     prepayment does not exceed the Combined Revolving Loan Commitment  Sublimit
     then in effect.

          (d) If the  Company  or any of its  Subsidiaries  shall at any time or
     from time to time make or agree to make a Disposition, then (i) the Company
     shall promptly notify the Agent of such proposed Disposition (including the
     amount of the  estimated  Net  Proceeds  to be  received  by the Company in
     respect  thereof)  and (ii)  promptly  upon  receipt by the  Company or its
     Subsidiary  of the Net  Proceeds of such  Disposition,  the  Company  shall
     prepay  Loans  in an  aggregate  amount  equal  to the  amount  of such Net
     Proceeds.

          (e) If the  Company  shall  obtain,  or shall cause  Summer  Street to
     obtain,  a  mortgage  on the  Headquarters  Building  or any other  type of
     financing in accordance with the provisions of Section 7.14(c), the Company
     shall  promptly  notify the Agent of the  estimated  Net  Proceeds  of such
     mortgage or other type of financing to be received by the Company or Summer
     Street in respect  thereof.  Promptly upon receipt by the Company or Summer
     Street of the Net Proceeds of such mortgage or other type of financing, the
     Company  shall prepay the Loans in an aggregate  amount equal to the amount
     of such Net Proceeds.

          (f)  Simultaneously  with each prepayment of a Loan, the Company shall
     prepay all  accrued  interest  on the amount  prepaid  through  the date of
     prepayment.  Unless  otherwise  specified by the Company each prepayment of
     Revolving Loans shall first be applied to Base Rate Loans then outstanding,
     then to Offshore Rate Loans with the shortest  Interest Periods  remaining.
     Unless  otherwise  specified,  all  non-mandatory  prepayments of Revolving
     Loans shall be applied  first to  Revolving  Loans in  accordance  with the
     preceding  sentence.  If any  prepayment is made in respect of any Offshore
     Rate Loans,  in whole or in part,  prior to the last day of the  applicable
     Interest  Period,  the Company  agrees to indemnify the Banks in accordance
     with Section 4.04.

          (g) Upon consummation of any issuance of Subordinated Debt, a pro rata
     portion of the  Combined  Commitments  equal to the amount of Net  Issuance
     Proceeds of such issuance of Subordinated Debt shall be permanently reduced
     by an amount equal to the sum of such Net Issuance Proceeds.

          (h) Upon the making of any  mandatory  prepayment  under this  Section
     2.07(d) or (e), the Revolving Loan  Commitment  Sublimit (and  concurrently
     therewith the  Commitments) of each Bank shall  automatically be reduced by
     an amount equal to such Bank's  ratable share of the aggregate of principal
     repaid,  effective  as of the earlier of the date that such  prepayment  is
     made or the date by which such prepayment is due and payable  hereunder and
     any excess thereof shall be applied to cash  collateralize  any outstanding
     Letters of Credit.  All accrued  commitment  fees to, but not including the
     effective  date of any reduction or termination  of  Commitments,  shall be
     paid on the effective date of such reduction or termination.

     2.08  Repayment.  The Company,  with respect to the Revolving Loans made to
it, shall repay to the Banks on the  Termination  Date the  aggregate  principal
amount of the  Revolving  Loans  outstanding  on such date;  provided,  however,
notwithstanding  anything  contained herein to the contrary,  on or prior to the
Termination  Date,  the Company  shall be required to replace or  refinance  (or
cause to be replaced or refinanced) any Letter of Credit that has an expiry date
which is a date later than the Termination Date.

     2.09 Interest.

          (a)  Each  Revolving  Loan  shall  bear  interest  on the  outstanding
     principal  amount thereof from the applicable  Borrowing Date at a rate per
     annum equal to the Offshore  Rate or the Base Rate, as the case may be (and
     subject to the  Company's  right to convert to other  Types of Loans  under
     Section 2.04), plus the Applicable Margin.

          (b) Interest on each  Revolving  Loan shall be paid in arrears on each
     Interest  Payment  Date.  Interest  shall  also be paid on the  date of any
     prepayment of Loans under Section 2.06 or 2.07 for the portion of the Loans
     so prepaid and upon  payment  (including  prepayment)  in full thereof and,
     during the  existence  of any Event of Default,  interest  shall be paid on
     demand of the Agent at the  request  or with the  consent  of the  Majority
     Banks.

          (c)  Notwithstanding  clause (a) of this Section 2.09, while any Event
     of  Default  exists  or  after  acceleration  of  any  of  the  Obligations
     hereunder,  the Company shall pay interest (after, as well as before, entry
     of judgment thereon to the extent permitted by law) on the principal amount
     of all outstanding Loans, at a rate per annum which is determined by adding
     2% per annum to the Applicable Margin then in effect for such Loans and, in
     the case of Obligations not subject to an Applicable  Margin, at a rate per
     annum  which is  determined  by  adding  2% per annum to the Base Rate (the
     "Default Rate");  provided,  however,  that, on and after the expiration of
     any Interest Period applicable to any Offshore Rate Loan outstanding on the
     date of occurrence of such Event of Default or acceleration,  the principal
     amount of such Loan shall, during the continuation of such Event of Default
     or  after  acceleration,  bear  interest  at a  rate  per  annum  which  is
     determined by adding 2% per annum to the Base Rate.

          (d) Anything herein to the contrary  notwithstanding,  the obligations
     of the  Company to any Bank  hereunder  shall be subject to the  limitation
     that  payments of interest  shall not be required  for any period for which
     interest is computed hereunder, to the extent (but only to the extent) that
     contracting for or receiving such payment by such Bank would be contrary to
     the provisions of any law applicable to such Bank limiting the highest rate
     of interest  that may be lawfully  contracted  for,  charged or received by
     such Bank,  and in such event the Company  shall pay such Bank  interest at
     the highest rate permitted by applicable law.

     2.10 Fees. In addition to certain fees described in Section 3.08:

          (a)  Arrangement,  Agency,  Upfront  Fees.  The  Company  shall pay an
     arrangement  fee to the Arranger for the Arranger's own account,  shall pay
     an agency fee to the Agent for the  Agent's own  account,  and shall pay an
     upfront fee to the Agent for the  account of each Bank,  as required by the
     letter agreement ("Fee Letter") among the Company, the Arranger and Bank of
     America dated April 29, 1999.

          (b) Facility  Fees. The Company shall pay to the Agent for the account
     of each Bank, commitment fees based upon such Bank's Commitment computed on
     a  quarterly  basis in arrears on the last  Business  Day of each  calendar
     quarter equal to the  Applicable  Facility Fee Rate.  Such  commitment  fee
     shall accrue from the Closing Date to the  Termination  Date,  shall be due
     and payable  quarterly in arrears on the last  Business Day of the last day
     of each calendar year quarter  commencing on September 30, 1999 through the
     Termination  Date,  with the final  payment  to be made on the  Termination
     Date;  provided,  that, in connection  with any reduction or termination of
     the Commitment  under Section 2.05 or Section 2.07, the accrued  commitment
     fee calculated for the period ending on such date shall also be paid on the
     date of such reduction or termination, with the following quarterly payment
     being  calculated  on the  basis  of the  period  from  such  reduction  or
     termination  date to such  quarterly  payment  date.  The  commitment  fees
     provided   in  this   Section   shall   accrue  at  all  times   after  the
     above-mentioned  commencement date,  including at any time during which one
     or more conditions in Article V are not met.

     2.11 Computation of Fees and Interest.

          (a) All  computations  of  interest  for Base Rate Loans when the Base
     Rate is determined by Bank of America's  "reference  rate" shall be made on
     the basis of a year of 365 or 366 days, as the case may be, and actual days
     elapsed.  All other  computations of fees and interest shall be made on the
     basis of a 360-day  year and actual  days  elapsed  (which  results in more
     interest  being  paid than if  computed  on the  basis of a 365-day  year).
     Interest and fees shall accrue during each period during which  interest or
     such fees are computed from the first day thereof to the last day thereof.

          (b) Each  determination of an interest rate and any fees referenced in
     Section  2.10 by the Agent shall be  conclusive  and binding on the Company
     and the Banks in the absence of  manifest  error.  The Agent  will,  at the
     request of the Company or any Bank, deliver to the Company or such Bank, as
     the case may be, a statement  showing the  quotations  used by the Agent in
     determining any interest rate and the resulting interest rate.

          (c) The Agent will, with reasonable promptness, notify the Company and
     the Banks of each  determination  of an Offshore  Rate;  provided  that any
     failure to do so shall not relieve the Company of any  liability  hereunder
     or provide the basis for any claim against the Agent.

          (d) If the  Reference  Bank's  Commitment  terminates  (other  than on
     termination  of all the  Commitments),  or for any  reason  whatsoever  the
     Reference  Bank ceases to be a Bank  hereunder,  the  Reference  Bank shall
     thereupon  cease to be a Reference  Bank,  and the  Offshore  Rate shall be
     determined on the basis of the rates as notified by the Required Banks.

     2.12 Payments by the Company.

          (a) All  payments  to be made by the  Company  shall  be made  without
     set-off, recoupment or counterclaim. Except as otherwise expressly provided
     herein,  all  payments  by the  Company  shall be made to the Agent for the
     account of the Banks at the Agent's  Payment  Office,  and shall be made in
     Dollars and in immediately  available  funds, no later than 11:00 a.m. (San
     Francisco  time) on the date  specified  herein.  The Agent  will  promptly
     distribute  to each Bank its Pro Rata Share (or other  applicable  share as
     expressly  provided herein) of such payment in like funds as received.  Any
     payment  received by the Agent later than 11:00 a.m. (San  Francisco  time)
     shall be deemed to have been received on the following Business Day and any
     applicable interest or fee shall continue to accrue.

          (b) Subject to the provisions set forth in the definition of "Interest
     Period" herein,  whenever any payment is due on a day other than a Business
     Day,  such payment  shall be made on the  following  Business Day, and such
     extension  of time shall in such case be  included  in the  computation  of
     interest or fees, as the case may be.

          (c) Unless the Agent  receives  notice from the  Company  prior to the
     date on which any  payment  is due to the Banks that the  Company  will not
     make such payment in full as and when  required,  the Agent may assume that
     the  Company  has made  such  payment  in full to the Agent on such date in
     immediately  available  funds  and  the  Agent  may  (but  shall  not be so
     required),  in reliance  upon such  assumption,  distribute to each Bank on
     such due date an amount  equal to the amount then due such Bank.  If and to
     the extent the Company has not made such payment in full to the Agent, each
     Bank shall  repay to the Agent on demand such  amount  distributed  to such
     Bank, together with interest thereon at the Federal Funds Rate for each day
     from the date  such  amount  is  distributed  to such  Bank  until the date
     repaid.

     2.13 Payments by the Banks to the Agent.

          (a) Unless the Agent  receives  notice  from a Bank on or prior to the
     Closing Date or, with respect to any  Borrowing  after the Closing Date, at
     least one (1) Business Day prior to the date of such  Borrowing,  that such
     Bank will not make  available as and when  required  hereunder to the Agent
     for the  account of the Company the amount of that Bank's Pro Rata Share of
     the  Borrowing,  the Agent may assume  that each Bank has made such  amount
     available to the Agent in immediately available funds on the Borrowing Date
     and the Agent may (but shall not be so  required),  in  reliance  upon such
     assumption,  make  available  to the  Company on such date a  corresponding
     amount.  If and to the extent any Bank shall not have made its full  amount
     available to the Agent in immediately  available funds as and when required
     and the Agent in such  circumstances has made available to the Company such
     amount,  that Bank shall on the Business Day following  such Borrowing Date
     make such amount  available  to the Agent,  together  with  interest at the
     Federal  Funds Rate for each day during such period.  A notice of the Agent
     submitted  to any Bank with  respect to amounts  owing  under this  Section
     2.13(a) shall be conclusive,  absent  manifest  error. If such amount is so
     made available, such payment to the Agent shall constitute such Bank's Loan
     on the date of Borrowing for all purposes of this Agreement. If such amount
     is not made  available  to the  Agent on the  Business  Day  following  the
     Borrowing  Date,  the Agent will notify the Company of such failure to fund
     and,  upon demand by the Agent,  the  Company  shall pay such amount to the
     Agent for the Agent's account,  together with interest thereon for each day
     elapsed since the date of such Borrowing,  at a rate per annum equal to the
     interest  rate  applicable  at  the  time  to  the  Loans  comprising  such
     Borrowing.

          (b) The  failure  of any Bank to make any Loan on any  Borrowing  Date
     shall not relieve any other Bank of any obligation hereunder to make a Loan
     on such Borrowing Date, but no Bank shall be responsible for the failure of
     any  other  Bank to make  the  Loan  to be made by such  other  Bank on any
     Borrowing Date.

     2.14  Sharing  of  Payments,  Etc.  If,  other than as  expressly  provided
elsewhere  herein,  any Bank shall obtain on account of the Loans made by it any
payment (whether  voluntary,  involuntary,  through the exercise of any right of
set-off,  or  otherwise)  in  excess  of  its  ratable  share  (or  other  share
contemplated  hereunder),  such Bank shall  immediately  (a) notify the Agent of
such fact,  and (b)  purchase  from the other Banks such  participations  in the
Loans made by them as shall be necessary to cause such  purchasing Bank to share
the excess payment pro rata with each of them; provided, however, that if all or
any portion of such excess  payment is thereafter  recovered from the purchasing
Bank,  such purchase shall to that extent be rescinded and each other Bank shall
repay to the purchasing Bank the purchase price paid therefor,  together with an
amount equal to such paying Bank's ratable share (according to the proportion of
(i) the amount of such paying Bank's required repayment to (ii) the total amount
so recovered from the  purchasing  Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered.  The
Company  agrees that any Bank so  purchasing a  participation  from another Bank
may, to the fullest extent permitted by law,  exercise all its rights of payment
(including  the right of set-off,  but subject to Section 11.10) with respect to
such  participation  as fully as if such Bank were the  direct  creditor  of the
Company in the amount of such participation.  The Agent will keep records (which
shall  be  conclusive  and  binding  in  the  absence  of  manifest   error)  of
participations  purchased  under this  Section  and will in each case notify the
Banks following any such purchases or repayments.

     2.15 Security and Guaranty.

          (a) All obligations of the Company under this Agreement, the Notes and
     all other Loan Documents shall be secured in accordance with the Collateral
     Documents.

          (b) All obligations of the Company under this  Agreement,  each of the
     Notes and all other Loan Documents shall be  unconditionally  guaranteed by
     the Guarantors and any Additional Guarantor pursuant to the Guaranty.


                                   ARTICLE III

                              THE LETTERS OF CREDIT

     3.01 The  Letter of Credit  Facility.  (a)  Subject to all of the terms and
conditions  hereof, the Combined  Commitments  (subject to the limitation of the
L/C  Commitment) may be availed by the Company in the form of Letters of Credit.
On the terms and  conditions  set forth herein (i) the Issuing Bank agrees,  (A)
from time to time on any Business Day during the period from the Closing Date to
the  Termination  Date to issue  Letters  of Credit  payable in Dollars or in an
Offshore Currency for the account of the Company,  and to amend or renew Letters
of Credit  previously  issued by it, in  accordance  with  Sections  3.02(c) and
3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks
severally  agree to  participate  in Letters of Credit Issued for the account of
the  Company;  provided,  that the Issuing Bank shall not be obligated to Issue,
and no Bank shall be obligated to participate  in, any Letter of Credit if as of
the date of  Issuance of such  Letter of Credit  (the  "Issuance  Date") (1) the
Effective  Amount of the U.S. Dollar  Equivalent of all L/C Obligations plus the
Effective  Amount of all Revolving Loans exceeds the Combined  Commitments,  (2)
the  Effective  Amount  of the U.S.  Dollar  Equivalent  of all L/C  Obligations
exceeds the L/C Commitment,  (3) the  participation of any Bank in the Effective
Amount of the U.S. Dollar  Equivalent of all L/C Obligations  plus the Effective
Amount of the Revolving  Loans of such Bank exceeds such Bank's  Commitment,  or
(4) the Effective  Amount of the U.S.  Dollar  Equivalent of L/C Obligations for
Financial  Letters of Credit exceeds  $15,000,000.  Within the foregoing limits,
and subject to the other terms and conditions  hereof,  the Company's ability to
obtain Letters of Credit shall be fully revolving, and, accordingly, the Company
may, during the foregoing period, obtain Letters of Credit to replace Letters of
Credit which have expired or which have been drawn upon and reimbursed.

          (b) The  Issuing  Bank is under no  obligation  to Issue any Letter of
     Credit if:

               (i) any order,  judgment or decree of any Governmental  Authority
          or  arbitrator  shall by its terms  purport to enjoin or restrain  the
          Issuing Bank from Issuing such Letter of Credit, or any Requirement of
          Law  applicable  to the  Issuing  Bank  or any  request  or  directive
          (whether  or not  having  the  force  of law)  from  any  Governmental
          Authority with jurisdiction  over the Issuing Bank shall prohibit,  or
          request that the Issuing Bank refrain from, the Issuance of letters of
          credit  generally  or such  Letter of Credit  in  particular  or shall
          impose upon the Issuing Bank with respect to such Letter of Credit any
          restriction,  reserve or capital  requirement  (for which the  Issuing
          Bank is not  otherwise  compensated  hereunder)  not in  effect on the
          Closing Date,  or shall impose upon the Issuing Bank any  unreimbursed
          loss, cost or expense which was not applicable on the Closing Date and
          which the Issuing Bank in good faith deems material to it;

               (ii) the Issuing Bank has received  written notice from any Bank,
          the Agent or the Company, on or prior to the Business Day prior to the
          requested date of Issuance of such Letter of Credit,  that one or more
          of the  applicable  conditions  contained  in  Article  V is not  then
          satisfied;

               (iii) the expiry date of any requested Letter of Credit is a date
          later than the third (3rd)  anniversary of the Closing Date;  provided
          that, on or prior to the Termination  Date, the Company is required to
          replace or refinance any such Letter of Credit that has an expiry date
          which is a date later than the Termination Date; or

               (iv) any requested  Letter of Credit does not provide for drafts,
          or is not  otherwise in form and  substance  acceptable to the Issuing
          Bank,  or the  Issuance  of a  Letter  of  Credit  shall  violate  any
          applicable policies of the Issuing Bank.

     3.02 Issuance,  Amendment and Renewal of Letters of Credit.

          (a) Each Letter of Credit shall be issued upon the irrevocable written
     request of the Company  received  by the Issuing  Bank (with a copy sent by
     the Company to the Agent) at least three (3) Business Days (or such shorter
     time as the  Issuing  Bank may agree in a  particular  instance in its sole
     discretion)  prior to the proposed date of issuance.  Each such request for
     issuance of a Letter of Credit shall be by facsimile, confirmed immediately
     in an  original  writing,  in the  form of an L/C  Application,  and  shall
     specify  in form and  detail  satisfactory  to the  Issuing  Bank:  (i) the
     proposed  date of  issuance  of the  Letter  of  Credit  (which  shall be a
     Business  Day);  (ii) the face  amount of the  Letter of Credit  (including
     whether such Letter of Credit shall be payable in Dollars or in an Offshore
     Currency); (iii) the expiry date of the Letter of Credit; (iv) the name and
     address of the  beneficiary  thereof;  (v) the documents to be presented by
     the beneficiary of the Letter of Credit in case of any drawing  thereunder;
     (vi) the full text of any certificate to be presented by the beneficiary in
     case of any drawing thereunder; and (vii) such other matters as the Issuing
     Bank may require.

          (b) At least two (2) Business Days prior to the Issuance of any Letter
     of Credit, the Issuing Bank will confirm with the Agent (by telephone or in
     writing) that the Agent has received a copy of the L/C  Application  or L/C
     Amendment  Application  from the Company and, if not, the Issuing Bank will
     provide the Agent with a copy thereof. Unless the Issuing Bank has received
     notice on or before the Business  Day  immediately  preceding  the date the
     Issuing  Bank is to issue a  requested  Letter of Credit from the Agent (A)
     directing the Issuing Bank not to issue such Letter of Credit  because such
     issuance is not then  permitted  under  Section  3.01(a) as a result of the
     limitations  set forth in  clauses  (1)  through  (3)  thereof  or  Section
     3.01(b)(ii);  or (B) that one or more conditions specified in Article V are
     not then satisfied;  then,  subject to the terms and conditions hereof, the
     Issuing Bank shall, on the requested date, issue a Letter of Credit for the
     account of the Company,  in  accordance  with the Issuing  Bank's usual and
     customary  business  practices.  Upon the Issuance of any Letter of Credit,
     the  Issuing  Bank shall  promptly  notify the Agent,  and the Agent  shall
     thereafter promptly give telephone, telex or telecopy notice to each of the
     other  Banks of the  Issuance  of such  Letters  of Credit  specifying  the
     effective  date of the  Letter of  Credit or  amendment,  the  amount,  the
     beneficiary and the expiration  date of the Letter of Credit,  in each case
     as established originally or through the relevant amendment, as applicable,
     each  Bank's  Pro Rata  Share in such  Letter of Credit,  and  whether  the
     Issuing Bank has classified  the Letter of Credit as a Financial  Letter of
     Credit  or a  Non-Financial  Letter  of  Credit  for  regulatory  reporting
     purposes.

          (c) From time to time  while a Letter of  Credit  is  outstanding  and
     prior to the  Termination  Date,  the Issuing  Bank will,  upon the written
     request of the Company  received  by the Issuing  Bank (with a copy sent by
     the Company to the Agent) at least three (3) Business Days (or such shorter
     time as the  Issuing  Bank may agree in a  particular  instance in its sole
     discretion)  prior to the proposed date of  amendment,  amend any Letter of
     Credit  issued by it. Each such request for amendment of a Letter of Credit
     shall be made by facsimile,  confirmed  immediately in an original writing,
     made in the form of an L/C Amendment  Application and shall specify in form
     and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be
     amended; (ii) the proposed date of amendment of the Letter of Credit (which
     shall be a Business Day); (iii) the nature of the proposed  amendment;  and
     (iv) such other  matters as the Issuing Bank may require.  The Issuing Bank
     shall be under no  obligation  to amend any  Letter of Credit  if:  (A) the
     Issuing Bank would have no  obligation at such time to issue such Letter of
     Credit in its amended  form under the terms of this  Agreement;  or (B) the
     beneficiary  of any such  letter of Credit  does not  accept  the  proposed
     amendment to the Letter of Credit. The Agent will promptly notify the Banks
     of the receipt by it of any L/C Application or L/C Amendment Application.

          (d) The  Issuing  Bank and the  Banks  agree  that,  while a Letter of
     Credit is outstanding and prior to the  Termination  Date, at the option of
     the Company,  and upon the written  request of the Company  received by the
     Issuing  Bank (with a copy sent by the Company to the Agent) at least three
     (3)  days  (or  such  shorter  time as the  Issuing  Bank  may  agree  in a
     particular  instance in its sole discretion)  prior to the proposed date of
     notification  of renewal,  the Issuing  Bank shall be entitled to authorize
     the  renewal of any Letter of Credit  issued by it.  Each such  request for
     renewal  of a  Letter  of  Credit  shall  be made by  facsimile,  confirmed
     immediately  in an  original  writing,  in the  form  of an  L/C  Amendment
     Application,  and shall  specify  in form and  detail  satisfactory  to the
     Issuing  Bank:  (i) the Letter of Credit to be renewed;  (ii) the  proposed
     date of  notification  of renewal of the Letter of Credit (which shall be a
     Business Day);  (iii) the revised expiry date of the Letter of Credit;  and
     (iv) such other  matters as the Issuing Bank may require.  The Issuing Bank
     shall be under no  obligation  so to renew any Letter of Credit if: (A) the
     Issuing Bank would have no  obligation  at such time to issue or amend such
     Letter of Credit in its renewed form under the terms of this Agreement;  or
     (B) the  beneficiary  of any such  Letter of  Credit  does not  accept  the
     proposed  renewal  of the Letter of Credit.  If any  outstanding  Letter of
     Credit shall  provide  that it shall be  automatically  renewed  unless the
     beneficiary  thereof receives notice from the Issuing Bank that such Letter
     of Credit  shall not be renewed,  and if at the time of renewal the Issuing
     Bank would be entitled to authorize the automatic renewal of such Letter of
     Credit in  accordance  with this  Section  3.02(d)  upon the request of the
     Company,  but the Issuing Bank shall not have  received  any L/C  Amendment
     Application  from the Company with respect to such renewal or other written
     direction  by the Company  with  respect  thereto,  the Issuing  Bank shall
     nonetheless  be permitted to allow such Letter of Credit to renew,  and the
     Company and the Banks hereby authorize such renewal, and, accordingly,  the
     Issuing Bank shall be deemed to have received an L/C Amendment  Application
     from the Company requesting such renewal.

          (e) The Issuing Bank may, at its election (or as required by the Agent
     at the direction of the Majority Banks), deliver any notices of termination
     or other  communications to any Letter of Credit beneficiary or transferee,
     and take any other action as necessary or appropriate, at any time and from
     time to time, in order to cause the expiry date of such Letter of Credit to
     be a date not later than the Termination Date, subject to the provisions of
     Section 3.01(b)(iii).

          (f) This Agreement shall control in the event of any conflict with any
     L/C-Related Document (other than any Letter of Credit).

          (g) The Issuing Bank will also deliver to the Agent,  concurrently  or
     promptly  following its delivery of a Letter of Credit,  or amendment to or
     renewal of a Letter of Credit, to an advising bank or a beneficiary, a true
     and complete  copy of each such Letter of Credit or amendment to or renewal
     of a Letter of Credit.

     3.03  Existing  Letters  of  Credit;  Risk  Participations,   Drawings  and
Reimbursements.

          (a) On and after the  Closing  Date,  the  Existing  Letters of Credit
     shall be deemed for all purposes,  including for purposes of the fees to be
     collected  pursuant to Sections 3.08(a) and 3.08(c),  and  reimbursement of
     costs  and  expenses  to the  extent  provided  herein,  Letters  of Credit
     outstanding  under this  Agreement  and  entitled  to the  benefits of this
     Agreement  and the  other  Loan  Documents,  and shall be  governed  by the
     applications and agreements pertaining thereto and by this Agreement.  Each
     Bank shall be deemed to, and hereby irrevocably and unconditionally  agrees
     to, purchase from the Issuing Bank on the Closing Date a  participation  in
     each such Letter of Credit and each drawing  thereunder  in an amount equal
     to the  product of (i) such  Bank's Pro Rata Share  times (ii) the  maximum
     amount  available to be drawn under such Letter of Credit and the amount of
     such  drawing,  respectively.  For  purposes  of Section  2.01 and  Section
     2.10(b), the Existing Letters of Credit shall be deemed to utilize pro rata
     the Commitment of each Bank.

          (b) Immediately upon the Issuance of each Letter of Credit in addition
     to those  described in Section  3.03(a),  each Bank shall be deemed to, and
     hereby irrevocably and unconditionally agrees to, purchase from the Issuing
     Bank a participation  in such Letter of Credit and each drawing  thereunder
     in an amount  equal to the  product of (i) the Pro Rata Share of such Bank,
     times (ii) the maximum  amount  available  to be drawn under such Letter of
     Credit  and the  amount of such  drawing,  respectively.  For  purposes  of
     Section  2.01(b),  each  Issuance of a Letter of Credit  shall be deemed to
     utilize  the  Commitment  of each Bank by an amount  equal to the amount of
     such participation.

          (c) In the event of any request for a drawing under a Letter of Credit
     by the  beneficiary or transferee  thereof,  the Issuing Bank will promptly
     notify the Company.  The obligation of the Company to reimburse the Issuing
     Bank for all drawings  under a Letter of Credit issued  hereunder  shall be
     governed by the L/C  Application  related to such Letter of Credit,  except
     that (i) the  reimbursement  by the Company of draws made under a Letter of
     Credit  denominated  in  Dollars  shall  be  made  in  Dollars,   (ii)  the
     reimbursement  by the  Company  of  draws  made  under a Letter  of  Credit
     denominated in an Offshore  Currency shall be made by payment in Dollars of
     the U.S. Dollar  Equivalent  thereof,  calculated for the date on which the
     Issuing  Bank  paid such  draw,  of the  amount  paid by the  Issuing  Bank
     pursuant to such draw, or, if the Issuing Bank shall elect by notice to the
     Company and the Agent,  by payment in the Offshore  Currency which was paid
     by the Issuing  Bank  pursuant to such  drawing in an amount  equal to such
     drawing, and (iii) reimbursement in Dollars of a drawing paid shall be made
     to the Issuing  Bank (with notice to the Agent) by no later than 10:00 A.M.
     (San   Francisco   time)  on  the  date  when  such  drawing  is  paid  and
     reimbursement  in an Offshore  Currency of a drawing  paid shall be made to
     the  Issuing  Bank  (with  notice to the  Agent) by no later than 1:00 p.m.
     local time at the place of payment  or, if  earlier,  such local time as is
     necessary for such funds to be received and transferred to the Issuing Bank
     for same day value on the day such  obligation  is due (each such date,  an
     "Honor Date"); and any payment of a reimbursement  obligation relating to a
     Letter  of Credit  received  after  such time  shall be deemed to have been
     received  by the  Issuing  Bank on the  next  Business  Day.  Prior  to the
     Termination  Date,  in the event the Company fails to reimburse the Issuing
     Bank for the full amount of any  drawing  under any Letter of Credit by the
     above-referenced  times on the Honor Date,  the Issuing Bank will  promptly
     notify the Agent and the Agent will promptly notify each Bank thereof,  and
     the Company  shall be deemed to have  requested  that Base Rate Loans in an
     amount equal to the U.S. Dollar  Equivalent paid by the Issuing Bank to the
     beneficiary pursuant to such drawn Letter of Credit be made by the Banks to
     be disbursed on the Honor Date under such Letter of Credit,  subject to the
     amount of the unutilized portion of the Revolving Loan Commitment  Sublimit
     and subject to the  conditions  set forth in Section 5.02. Any notice given
     by the Issuing Bank or the Agent  pursuant to this  Section  3.03(c) may be
     oral if immediately confirmed in writing (including by facsimile); provided
     that  the lack of such an  immediate  confirmation  shall  not  affect  the
     conclusiveness or binding effect of such notice.

          (d) Each Bank shall upon any notice  pursuant to Section  3.03(c) make
     available to the Agent for the account of the relevant  Issuing Bank (i) in
     the case of a reimbursement  obligation payable in Dollars, an amount equal
     to such Bank's Pro Rata Share of such unpaid reimbursement obligation, such
     payment to be made in lawful  money in the United  States,  in  immediately
     available funds; and (ii) in the case of a reimbursement obligation payable
     in an Offshore  Currency,  an amount equal to such Bank's Pro Rata Share of
     such unpaid reimbursement  obligation,  such payment to be made in the U.S.
     Dollar  Equivalent  of such  Offshore  Currency as then  determined  by the
     Issuing Bank,  whereupon the participating  Banks shall (subject to Section
     3.03(e)) each be deemed to have made a Revolving Loan  consisting of a Base
     Rate Loan to the Company in that amount.  If any Bank so notified  fails to
     make  available to the Agent for the account of the Issuing Bank the amount
     of such Bank's Pro Rata Share of the amount of the drawing by no later than
     12:00 noon (San  Francisco  time) on the Honor Date,  then  interest  shall
     accrue on such Bank's obligation to make such payment,  from the Honor Date
     to the date such Bank makes such payment,  at a rate per annum equal to the
     Federal  Funds Rate in effect  from time to time  during  such  period with
     respect to reimbursement obligations payable in Dollars and the U.S. Dollar
     Equivalent  of the Overnight  Foreign  Currency Rate in effect from time to
     time during such period with respect to reimbursement  Obligations  payable
     in any  Offshore  Currency.  The Agent  will  promptly  give  notice of the
     occurrence  of the Honor  Date,  but  failure of the Agent to give any such
     notice on the Honor Date or in sufficient time to enable any Bank to effect
     such payment on such date shall not relieve such Bank from its  obligations
     under this Section 3.03.

          (e) Subject to the provisions of Sections 2.08 and 3.01(b)(iii),  with
     respect to any  unreimbursed  drawing that is not converted  into Revolving
     Loans  consisting  of Base Rate Loans to the Company,  in whole or in part,
     because of the  Company's  failure to satisfy the  conditions  set forth in
     Section 5.02,  because of the  termination of the Revolving Loan Commitment
     Sublimit,  or for any other  reason,  the  Company  shall be deemed to have
     incurred  from the  Issuing  Bank an L/C  Borrowing  in the  amount of such
     drawing,  which L/C Borrowing shall be due and payable on demand  (together
     with  interest)  and shall bear  interest  at a rate per annum equal to the
     Base Rate plus 2% per annum,  and each Bank's  payment to the Issuing  Bank
     pursuant  to  Section  3.03(d)  shall be deemed  payment  in respect of its
     participation  in such L/C  Borrowing  and shall  constitute an L/C Advance
     from such Bank in satisfaction of its  participation  obligation under this
     Section 3.03.

          (f) Each Bank's  obligation in accordance  with this Agreement to make
     the Revolving Loans or L/C Advances,  as contemplated by this Section 3.03,
     as a result of a drawing  under a Letter of Credit,  shall be absolute  and
     unconditional  and without  recourse  to the Issuing  Bank and shall not be
     affected by any  circumstance,  including  (i) any  set-off,  counterclaim,
     recoupment,  defense or other  right  which such Bank may have  against the
     Issuing  Bank,  the Company or any other Person for any reason  whatsoever;
     (ii) the occurrence or  continuance of a Default,  an Event of Default or a
     Material  Adverse  Effect;  or (iii) any other  circumstance,  happening or
     event whatsoever, whether or not similar to any of the foregoing; provided,
     however,  that each Bank's  obligation to make any Revolving Loans prior to
     the  Termination  Date under this Section 3.03 is subject to the conditions
     set forth in Section 5.02.

          (g)  Notwithstanding  anything  to the  contrary  set  forth  in  this
     Agreement,  including  Section 3.03(a),  certain Existing Letters of Credit
     have been  issued for the  account of a  Subsidiary  of the  Company or may
     contain a statement  to the effect that such Letter of Credit is issued for
     the account of a Subsidiary of the Company.  Notwithstanding  such issuance
     or  statement,  the  Company  shall be the  actual  account  party  for all
     purposes of the Loan Documents and the fact that a Subsidiary may be listed
     as  the  account  party  shall  not  affect  the  Company's   reimbursement
     obligations  hereunder with respect to such Existing  Letter of Credit.  In
     furtherance  and not in limitation of the preceding  sentence,  the Company
     agrees to be jointly and severally liable with respect to any such Existing
     Letter of  Credit,  and the  Company  hereby  irrevocably,  unconditionally
     guarantees  and  promises  to pay and  perform on demand the  reimbursement
     obligations  with respect to any such  Existing  Letter of Credit which has
     been  issued  for  the  account  of  any  such  Subsidiary,  including  all
     amendments, modifications,  supplements, renewals or extensions of any such
     Existing  Letter  of  Credit,   whether  such  amendments,   modifications,
     supplements,  renewals or  extensions  are  evidenced by new or  additional
     instruments, documents or agreements.

     3.04 Repayment of  Participations.

          (a) Upon (and only upon)  receipt by the Agent for the  account of the
     Issuing  Bank of  immediately  available  funds  from  the  Company  (i) in
     reimbursement  of any payment  made by the Issuing Bank under the Letter of
     Credit with respect to which any Bank has paid the Agent for the account of
     the  Issuing  Bank for such  Bank's  participation  in the Letter of Credit
     pursuant to Section 3.03 or (ii) in payment of interest thereon,  the Agent
     will pay to each Bank, in the same funds as those received by the Agent for
     the account of the Issuing  Bank,  the amount of such Bank's Pro Rata Share
     of such  funds,  and the Issuing  Bank shall  receive the amount of the Pro
     Rata  Share of such funds of any Bank that did not so pay the Agent for the
     account of the Issuing Bank.

          (b) If the Agent or the Issuing Bank is required at any time to return
     to the Company, or to a trustee,  receiver,  liquidator,  custodian, or any
     official in any Insolvency Proceeding,  any portion of the payments made by
     the Company to the Agent for the account of the  Issuing  Bank  pursuant to
     Section  3.04(a)  in  reimbursement  of a payment  made under the Letter of
     Credit or interest or fee thereon, each Bank shall, on demand of the Agent,
     forthwith  return to the Agent or the  Issuing  Bank the  amount of its Pro
     Rata Share of any amounts so returned by the Agent or the Issuing Bank plus
     interest thereon from the date such demand is made to the date such amounts
     are returned by such Bank to the Agent or the Issuing  Bank,  at a rate per
     annum equal to the Federal Funds Rate in effect from time to time.

     3.05 Role of the Issuing Bank.

          (a) Each Bank and the Company  agree that, in paying any drawing under
     a Letter of Credit,  the Issuing Bank shall not have any  responsibility to
     obtain any document (other than any sight draft and certificates  expressly
     required  by the  Letter of Credit)  or to  ascertain  or inquire as to the
     validity or accuracy of any such  document or the  authority  of the Person
     executing or delivering any such document.

          (b)   No   Affiliate,   officers,   directors,    employees,   agents,
     attorneys-in-fact or any of the respective correspondents,  participants or
     assignees  of the  Issuing  Bank  shall be liable to any Bank for:  (i) any
     action taken or omitted in  connection  herewith at the request or with the
     approval of the Banks  (including the Majority Banks, as applicable);  (ii)
     any action taken or omitted in the absence of gross  negligence  or willful
     misconduct;  or  (iii)  the  due  execution,  effectiveness,   validity  or
     enforceability of any L/C-Related Document.

          (c) The Company  hereby  assumes all risks of the acts or omissions of
     any  beneficiary  or  transferee  with  respect to its use of any Letter of
     Credit;  provided,  however,  that this  assumption is not intended to, and
     shall not, preclude the Company's pursuit of such rights and remedies as it
     may have against the  beneficiary  or  transferee at law or under any other
     agreement.   No  Affiliate,   officers,   directors,   employees,   agents,
     attorneys-in-fact,  any of the respective  correspondents,  participants or
     assignees of the Issuing Bank,  shall be liable or  responsible  for any of
     the matters  described  in clauses (i) through  (vii) of Section 3.06 or in
     clauses (i) and (ii) of this Section 3.05(c);  provided,  however, anything
     in such clauses to the contrary notwithstanding,  that the Company may have
     a claim against the Issuing Bank, and the Issuing Bank may be liable to the
     Company to the extent, but only to the extent, of any direct, as opposed to
     consequential  or  exemplary,  damages  suffered by the  Company  which the
     Company  proves were caused by the Issuing  Bank's  willful  misconduct  or
     gross  negligence or the Issuing  Bank's  willful  failure to pay under any
     Letter of Credit after the presentation to it by the beneficiary of a sight
     draft and  certificate(s)  strictly complying with the terms and conditions
     of a  Letter  of  Credit.  In  furtherance  and  not in  limitation  of the
     foregoing:  (i) the Issuing Bank may accept  documents that appear on their
     face to be in order,  without  responsibility  for  further  investigation,
     regardless  of any  notice or  information  to the  contrary;  and (ii) the
     Issuing Bank shall not be  responsible  for the validity or  sufficiency of
     any  instrument  transferring  or  assigning or  purporting  to transfer or
     assign a Letter of Credit or the rights or benefits  thereunder or proceeds
     thereof,  in whole or in part, which may prove to be invalid or ineffective
     for any reason.

     3.06  Obligations  Absolute.  The  obligations  of the  Company  under this
Agreement  and any  L/C-Related  Document to  reimburse  the Issuing  Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans,  shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement  and each such other  L/C-Related  Document  under all  circumstances,
including the following:

               (i) any lack of validity or  enforceability  of this Agreement or
          any L/C-Related Document;

               (ii) any change in the time, manner or place of payment of, or in
          any other term of,  all or any of the  obligations  of the  Company in
          respect of any Letter of Credit or any other amendment or waiver of or
          any consent to departure from all or any of the L/C-Related Documents;

               (iii) the existence of any claim, set-off, defense or other right
          that the Company may have at any time against any  beneficiary  or any
          transferee  of any  Letter of Credit  (or any Person for whom any such
          beneficiary or any such transferee may be acting), the Issuing Bank or
          any other  Person,  whether in  connection  with this  Agreement,  the
          transactions  contemplated  hereby or by the L/C-Related  Documents or
          any unrelated transaction;

               (iv) any draft,  demand,  certificate or other document presented
          under any Letter of Credit proving to be forged,  fraudulent,  invalid
          or insufficient  in any respect or any statement  therein being untrue
          or inaccurate in any respect; or any loss or delay in the transmission
          or otherwise of any document required in order to make a drawing under
          any Letter of Credit;

               (v) any  payment by the  Issuing  Bank under any Letter of Credit
          against  presentation of a draft or certificate that does not strictly
          comply with the terms of any Letter of Credit;  or any payment made by
          the Issuing  Bank under any Letter of Credit to any Person  purporting
          to be a trustee in bankruptcy, debtor-in-possession,  assignee for the
          benefit of creditors,  liquidator, receiver or other representative of
          or successor to any  beneficiary  or any  transferee  of any Letter of
          Credit,  including  any  arising  in  connection  with any  Insolvency
          Proceeding;

               (vi) any exchange,  release or  non-perfection of any collateral,
          or any release or amendment or waiver of or consent to departure  from
          any other guarantee,  for all or any of the obligations of the Company
          in respect of any Letter of Credit; or

               (vii) any other circumstance or happening whatsoever,  whether or
          not similar to any of the foregoing,  including any other circumstance
          that might otherwise constitute a defense available to, or a discharge
          of, the Company or a guarantor.

     3.07 Cash Collateral Pledge.  Upon (i) the request of the Agent, (A) if the
Issuing  Bank has honored any full or partial  drawing  request on any Letter of
Credit and such  drawing has  resulted  in an L/C  Borrowing  hereunder,  or (B)
subject to the  provisions  of  Sections  2.08 and  3.01(b)(iii),  if, as of the
Termination  Date,  any Letters of Credit may for any reason remain  outstanding
and partially or wholly  undrawn,  or (ii) the  occurrence of the  circumstances
described in Section 2.07(a) requiring the Company to Cash Collateralize Letters
of Credit,  then,  the Company  shall  immediately  Cash  Collateralize  the L/C
Obligations in an amount equal to L/C Obligations.

     3.08 Letter of Credit Fees.

          (a) The Company  shall pay to the Agent for the account of each of the
     Banks a letter of credit fee with respect to the Letters of Credit equal to
     (i) the  Applicable  Margin with respect to Offshore Rate Loans in the case
     of  Financial  Letters  of  Credit  and  (ii)  fifty  percent  (50%) of the
     Applicable  Margin  with  respect  to  Offshore  Rate  Loans in the case of
     Non-Financial  Letters  of Credit on a per annum  basis of the U.S.  Dollar
     Equivalent on the average daily maximum amount available to be drawn of the
     outstanding Letters of Credit,  computed on a quarterly basis in arrears on
     the last Business Day of each calendar quarter based upon Letters of Credit
     outstanding  for that quarter as  calculated  by the Agent.  Such letter of
     credit  fees  shall be due and  payable  quarterly  in  arrears on the last
     Business Day of each  calendar  quarter  during which Letters of Credit are
     outstanding, commencing on the first such quarterly date to occur after the
     Closing Date,  through the Termination  Date (or such later date upon which
     the outstanding Letters of Credit shall expire),  with the final payment to
     be made on the Termination Date (or such later expiration date).

          (b) The  Company  shall  pay to the  Issuing  Bank a letter  of credit
     fronting fee for each Letter of Credit  Issued by the Issuing Bank equal to
     0.125% of the U.S. Dollar  Equivalent of the face amount (or increased face
     amount, as the case may be) of such Letter of Credit. Such Letter of Credit
     fronting  fee shall be due and payable on each date of Issuance of a Letter
     of Credit.

          (c) The  Company  shall pay to the  Issuing  Bank from time to time on
     demand the normal  issuance,  presentation,  amendment and other processing
     fees, and other standard costs and charges, of the Issuing Bank relating to
     letters of credit as from time to time in effect.

     3.09 Uniform  Customs and  Practice.  The Uniform  Customs and Practice for
Documentary  Credits as published by the International  Chamber of Commerce most
recently at the time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in the Letters of Credit) apply to the Letters of Credit.

     3.10  Currency  Determinations.  The Issuing Bank shall  determine the U.S.
Dollar  Equivalent of each Letter of Credit and each obligation due with respect
thereto, and a determination thereof by the Issuing Bank shall be conclusive and
binding except in the case of manifest error. The U.S. Dollar Equivalent of each
reimbursement  obligation with respect to a Letter of Credit drawn upon shall be
calculated  for the date on which the Issuing  Bank pays on the  drawing  giving
rise to such reimbursement obligation. The U.S. Dollar Equivalent of each Letter
of Credit shall be determined or  redetermined,  as  applicable,  on the date of
issuance, increase or extension of such Letter of Credit and on the first day of
each month thereafter,  and each Issuing Bank shall promptly notify the Agent of
the  determination  thereof.  At the request of any Bank, the Issuing Bank shall
redetermine  the U.S.  Dollar  Equivalent of any Letter of Credit at such times,
and from time to time, as may be reasonably requested.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

     4.01  Taxes.

          (a) Any and all  payments  by the  Company  to each  Bank or the Agent
     under this  Agreement  and any other Loan  Document  shall be made free and
     clear of, and without deduction or withholding for, any Taxes. In addition,
     the Company shall pay all Other Taxes.

          (b) Subject to subsections 4.01(f) and (g) below, if the Company shall
     be required  by law to deduct or withhold  any Taxes or Other Taxes from or
     in respect of any sum payable hereunder to any Bank or the Agent, then:

               (i) the sum payable  shall be  increased  as  necessary  so that,
          after  making all  required  deductions  and  withholdings  (including
          deductions  and  withholdings  applicable to  additional  sums payable
          under  this  Section),  such  Bank or the  Agent,  as the case may be,
          receives and retains an amount equal to the sum it would have received
          and retained had no such deductions or withholdings been made;

               (ii) the Company shall make such deductions and withholdings; and

               (iii) the Company shall pay the full amount  deducted or withheld
          to the relevant taxing authority or other authority in accordance with
          applicable law.

          (c) The Company  agrees to indemnify  and hold  harmless each Bank and
     the Agent for the full amount of i) Taxes and ii) Other Taxes in the amount
     that the  respective  Bank specifies as necessary to preserve the after-tax
     yield the Bank would  have  received  if such Taxes or Other  Taxes had not
     been imposed, and any liability (including penalties,  interest,  additions
     to tax and expenses) arising therefrom or with respect thereto,  whether or
     not such Taxes or Other Taxes were correctly or legally  asserted.  Payment
     under this indemnification  shall be made within thirty (30) days after the
     date the Bank or the Agent makes written demand therefor.

          (d)  Within  thirty  (30) days  after the date of any  payment  by the
     Company of Taxes or Other Taxes,  the Company shall furnish to each Bank or
     the Agent the original or a certified copy of a receipt  evidencing payment
     thereof,  or other  evidence  of payment  satisfactory  to such Bank or the
     Agent.

          (e) If the  Company is  required  to pay any amount to any Bank or the
     Agent  pursuant to Section (b) or (c) of this Section 4.01,  then such Bank
     shall  use  reasonable  efforts   (consistent  with  legal  and  regulatory
     restrictions)  to change the  jurisdiction  of its Lending  Office so as to
     eliminate any such  additional  payment by the Company which may thereafter
     accrue,  if such change in the sole  judgment of such Bank is not otherwise
     disadvantageous to such Bank.

          (f)  Notwithstanding  anything herein to the contrary in Section 10.10
     and in furtherance of such Section, each Bank organized under the laws of a
     jurisdiction  outside the United States,  before it signs and delivers this
     Agreement in the case of each Bank listed on the signature pages hereof and
     before it becomes a Bank in the case of each other  Bank,  and from time to
     time  thereafter  (unless  such Bank can no longer do so due to a change in
     treaty,  law or regulation),  before the date that any such form expires or
     becomes  obsolete or  invalid,  shall  provide  each of the Company and the
     Agent  with IRS from  1001 or 4224 in  duplicate,  as  appropriate,  or any
     successor form prescribed by the IRS, certifying that such Bank is entitled
     to  benefits  under an income tax  treaty to which the  United  States is a
     party which exempts the Bank from United States withholding tax on payments
     of  interest  for the  account of such Bank or  certifying  that the income
     receivable  pursuant to this  Agreement is  effectively  connected with the
     conduct of such Bank's  trade or  business in the United  States and exempt
     from United States  withholding tax. Each such Bank that so delivers a form
     1001 or 4224 (or  applicable  successor  forms)  agrees to  deliver  to the
     Company  undated  or  modified  forms,  or other  manner  of  certification
     acceptable to the Company, at any time that any such form is required to be
     resubmitted  or  modified,  as a result of any action  taken by Bank,  as a
     condition to obtaining an exemption from withholding tax. In addition, each
     Bank that so  delivers a form 1001  shall  thereby be deemed to have made a
     representation  to the  effect  that the fees to be  received  by such Bank
     pursuant to this  Agreement  will not be received  in  connection  with the
     active conduct of a trade or business in the United States by such Bank.

          (g) For any period with  respect to which a Bank has failed to provide
     the Company and the Agent with the appropriate  form referred to in Section
     4.01(f)  (whether or not such Bank is lawfully  able to do so,  unless such
     failure is due to a change in treaty, law or regulation occurring after the
     date on which such form originally was required to be provided),  such Bank
     shall not be entitled to any  additional  payment under Section  4.01(b) or
     any  indemnification  under Section  4.01(c);  provided,  that if such Bank
     shall have satisfied such  requirements on the Closing Date (in the case of
     each Bank listed on the signature pages hereof) or on the effective date of
     the Assignment and Acceptance Agreement or other document pursuant to which
     it  became  a Bank  (in the  case  of each  other  Bank),  nothing  in this
     subsection  shall  relieve  the  Company  of  its  obligation  to  pay  any
     additional  amounts  pursuant to Section  4.01(b) or Section 4.01(c) in the
     event that,  as a result of any change in  applicable  law or treaty,  such
     Bank is no longer properly entitled to deliver  certificates,  documents or
     other evidence at a subsequent date establishing the fact that such Bank is
     entitled to such exemption or reduced rate.

     4.02  Illegality.

          (a) If any Bank determines that the introduction of any Requirement of
     Law, or any change in any Requirement of Law, or in the  interpretation  or
     administration of any Requirement of Law, has made it unlawful, or that any
     central  bank or  other  Governmental  Authority  has  asserted  that it is
     unlawful,  for any Bank or its  applicable  Lending Office to make Offshore
     Rate Loans,  then, on notice thereof by the Bank to the Company through the
     Agent,  any  obligation  of that Bank to make  Offshore Rate Loans shall be
     suspended  until  the Bank  notifies  the Agent  and the  Company  that the
     circumstances giving rise to such determination no longer exist.

          (b) If a Bank  determines that it is unlawful to maintain any Offshore
     Rate Loan,  the Company  shall,  prepay in full such Offshore Rate Loans of
     that Bank then  outstanding,  together  with interest  accrued  thereon and
     amounts required under Section 4.04, either on the last day of the Interest
     Period thereof, if the Bank may lawfully continue to maintain such Offshore
     Rate  Loans to such  day,  or  immediately,  if the  Bank may not  lawfully
     continue to maintain such Offshore Rate Loan.

          (c) If the  Company  is  required  to prepay  any  Offshore  Rate Loan
     immediately as provided in Section  4.02(b),  then  concurrently  with such
     prepayment,  the Company shall borrow from the affected Bank, in the amount
     of such repayment, a Base Rate Loan.

          (d)  Before  giving any notice to the Agent  under this  Section,  the
     affected Bank shall  designate a different  Lending  Office with respect to
     its Offshore Rate Loans if such  designation will avoid the need for giving
     such notice or making such demand and will not, in the sole judgment of the
     Bank, be illegal or otherwise disadvantageous to the Bank.

     4.03  Increased  Costs  and  Reduction  of  Return.

          (a) If any Bank determines  after the Closing Date that, due to either
     (i) the  introduction of or any change in or in the  interpretation  of any
     law or regulation or (ii) the compliance by that Bank with any guideline or
     request from any central bank or other  Governmental  Authority (whether or
     not having the force of law),  there  shall be any  increase in the cost to
     such  Bank of  agreeing  to make or  making,  funding  or  maintaining  any
     Offshore Rate Loans or participating in Letters of Credit,  or, in the case
     of the  Issuing  Bank,  any  increase  in the cost to the  Issuing  Bank of
     agreeing  to  issue,  issuing  or  maintaining  any  Letter of Credit or of
     agreeing to make or making, funding or maintaining any unpaid drawing under
     any Letter of Credit,  then the Company shall be liable for, and shall from
     time to time,  upon  demand  (with a copy of such  demand to be sent to the
     Agent),  pay to the Agent for the account of such Bank,  additional amounts
     as are sufficient to compensate such Bank for such increased costs.

          (b) If any Bank shall have determined  after the Closing Date that (i)
     the introduction of any Capital Adequacy Regulation, (ii) any change in any
     Capital  Adequacy  Regulation,  (iii) any change in the  interpretation  or
     administration  of any Capital  Adequacy  Regulation by any central bank or
     other   Governmental   Authority   charged  with  the   interpretation   or
     administration  thereof,  or (iv)  compliance  by the Bank (or its  Lending
     Office) or any corporation  controlling the Bank with any Capital  Adequacy
     Regulation,  affects or would  affect the  amount of  capital  required  or
     expected to be maintained by the Bank or any  corporation  controlling  the
     Bank and  (taking  into  consideration  such  Bank's or such  corporation's
     policies with respect to capital adequacy and such Bank's desired return on
     capital)  determines  that the  amount of such  capital is  increased  as a
     consequence of its Commitments,  loans,  credits or obligations  under this
     Agreement, then, upon demand of such Bank to the Company through the Agent,
     the Company  shall pay to the Bank,  from time to time as  specified by the
     Bank,  additional  amounts  sufficient  to  compensate  the  Bank  for such
     increase.

     4.04 Funding  Losses.  The Company shall  reimburse each Bank and hold each
Bank  harmless from any loss or expense which the Bank may sustain or incur as a
consequence of:

          (a) the failure of the  Company to make on a timely  basis any payment
     of principal of any Offshore Rate Loan;

          (b) the failure of the  Company to borrow,  continue or convert a Loan
     after the  Company  have  given  (or is  deemed to have  given) a Notice of
     Borrowing or a Notice of Conversion/ Continuation;

          (c) the failure of the Company to make any  prepayment  in  accordance
     with any notice delivered under Section 2.06;

          (d) the  prepayment  (including  pursuant  to  Section  2.07) or other
     payment (including after acceleration  thereof) of an Offshore Rate Loan on
     a day that is not the last day of the relevant Interest Period; or

          (e) the automatic  conversion  under Section 2.04 of any Offshore Rate
     Loan to a Base Rate Loan on a day that is not the last day of the  relevant
     Interest  Period;  including  any such  loss or  expense  arising  from the
     liquidation  or  reemployment  of  funds  obtained  by it to  maintain  its
     Offshore  Rate Loans or from fees  payable to terminate  the deposits  from
     which such funds were obtained or from charges  relating to the issuance of
     any Letter of Credit in an Offshore  Currency.  For purposes of calculating
     amounts  payable by the Company to the Banks  under this  Section and under
     Section  4.03(a),  each Offshore Rate Loan made by a Bank (and each related
     reserve,  special  deposit or similar  requirement)  shall be  conclusively
     deemed to have been funded at the Offshore Rate for such Offshore Rate Loan
     by a matching deposit or other borrowing in the interbank eurodollar market
     for a comparable  amount and for a comparable  period,  whether or not such
     Offshore Rate Loan is in fact so funded.

     4.05 Inability to Determine  Rates.  If the Agent  determines  that for any
reason  adequate and reasonable  means do not exist for determining the Offshore
Rate for any requested  Interest Period with respect to a proposed Offshore Rate
Loan, or that the Offshore Rate  applicable  pursuant to Section 2.09(a) for any
requested Interest Period with respect to a proposed Offshore Rate Loan does not
adequately  and fairly  reflect the cost to the Banks of funding such Loan,  the
Agent  will  promptly  so notify the  Company  and each  Bank.  Thereafter,  the
obligation of the Banks to make or maintain  Offshore Rate Loans hereunder shall
be  suspended  until the Agent,  upon the  instruction  of the  Majority  Banks,
revokes such notice in writing.  Upon receipt of such notice, any of the Company
may revoke any Notice of  Borrowing  or Notice of  Conversion/Continuation  then
submitted  by it. If the Company  does not revoke such  Notice,  the Banks shall
make,  convert or continue the Loans, as proposed by the Company,  in the amount
specified in the  applicable  notice  submitted  by the Company,  but such Loans
shall be made,  converted or  continued  as Base Rate Loans  instead of Offshore
Rate Loans.

     4.06 Reserves on Offshore  Rate Loans.  The Company shall pay to each Bank,
as long as such Bank shall be required under  regulations of the FRB to maintain
reserves  with  respect to  liabilities  or assets  consisting  of or  including
Eurocurrency funds or deposits (currently known as "Eurocurrency  liabilities"),
additional costs on the unpaid principal amount of each Offshore Rate Loan equal
to the  actual  costs of such  reserves  allocated  to such Loan by the Bank (as
determined by the Bank in good faith, which  determination shall be conclusive),
payable on each date on which  interest  is payable on such Loan,  provided  the
Company shall have received at least 15 days' prior written  notice (with a copy
to the Agent) of such additional interest from the Bank. If a Bank fails to give
notice 15 days prior to the relevant  Interest  Payment  Date,  such  additional
interest shall be payable 15 days from receipt of such notice.

     4.07 Certificates of Banks. Any Bank claiming reimbursement or compensation
under this Article IV shall  deliver to the Company (with a copy to the Agent) a
certificate  setting forth in reasonable  detail the amount  payable to the Bank
hereunder and such certificate shall be conclusive and binding on the Company in
the absence of manifest error.

     4.08  Substitution of Banks.  Upon the receipt by the Company from any Bank
(an "Affected Bank") of a claim for compensation under Section 4.03, the Company
may:  (i)  request  the  Affected  Bank to use its  best  efforts  to  obtain  a
replacement bank or financial institution satisfactory to the Company to acquire
and  assume  all or a  ratable  part of all of such  Affected  Bank's  Loans and
Commitment (a "Replacement  Bank");  (ii) request one more of the other Banks to
acquire and assume all or part of such Affected Bank's Loans and Commitment;  or
(iii) designate a Replacement  Bank. Any such  designation of a Replacement Bank
under clause (i) or (iii) shall be subject to the prior  written  consent of the
Agent (which consent shall not be unreasonably withheld).

     4.09  Survival.  The  agreements  and  obligations  of the  Company in this
Article IV shall survive the payment of all other Obligations.

     4.10  Increase in  Commitments.  Subject to Section  8.18,  the Company may
request that the Combined Commitments  hereunder be increased in an amount up to
$15,000,000 in the aggregate (such that the Combined Commitments hereunder shall
be an amount not in excess of  $245,000,000) by offering such increase to one or
more  banks  or  other  financial  institutions  (each  such  bank or  financial
institution being hereinafter  referred to as an "Additional  Bank") selected by
the  Company  and  acceptable  to the  Arranger  and the Agent.  Notwithstanding
anything  herein to the  contrary,  the  Company may  further  request  that the
Combined Commitments hereunder be further increased by an additional $10,000,000
in the  aggregate  (such that the  Combined  Commitments  hereunder  shall be an
amount not in excess of $255,000,000),  so long as the Company obtains the prior
consent of the Agent and each of the Banks.  Such  increase  in the  Commitments
shall also be subject to the satisfaction of the following conditions:  (a) each
such increase  shall be at least  $10,000,000 or such greater amount which is an
integral  multiple  of  $1,000,000;   (b)  the  Agent  shall  have  received  an
acknowledgment  agreement  providing  for such  increase  in form and  substance
satisfactory  to it  executed  by the  Company,  the  Agent,  and  the  relevant
Additional  Bank,  and (c) the Agent shall have received a Note duly executed by
the Company in favor of the relevant  Additional  Bank. Upon the satisfaction of
such conditions, effective as of the date set forth above in such acknowledgment
agreement,  each such Additional Bank shall thereafter be a "Bank" party to this
Agreement and shall be entitled to all rights,  benefits and privileges afforded
a Bank  hereunder  and subject to the  obligations  of a Bank  hereunder  to the
extent of its Commitment  and Schedule 2.01 shall be deemed  amended  reflecting
the  increase  in the  aggregate  Commitments  caused  by the  inclusion  of the
Commitment of the Additional Bank.  Concurrently  with the effectiveness of such
increase,  each  Additional  Bank shall fund its  percentage of the  outstanding
Loans and overdue  reimbursement  obligations with respect to Letters of Credit,
if any, to the Agent so that after giving  effect  thereto each Bank,  including
the Additional  Bank,  holds a Pro Rata Share (in accordance with its Commitment
percentage) of the outstanding Loans and credit risks with respect to Letters of
Credit,  and the Company  shall pay to each Bank all  amounts due under  Section
4.04 hereof as a result of any prepayment of any outstanding Offshore Rate Loan.


                                    ARTICLE V

                              CONDITIONS PRECEDENT

     5.01 Conditions of Initial Credit  Extensions.  The obligation of each Bank
to make its initial Credit Extension  hereunder is subject to the condition that
the  Agent  shall  have  received  on or  before  the  Closing  Date  all of the
following,  in form and substance  satisfactory  to the Agent,  the Arranger and
each Bank,  and  (except  for  instruments  or  documents  representing  Pledged
Collateral) in sufficient copies for each Bank:

          (a) Credit Agreement; Loan Documents and Notes.

               (i) This Agreement,  the Notes, the  Intercreditor  Agreement and
          the Collateral Documents executed by each party thereto;

               (ii)  Evidence that each of the Pledge  Agreements  has been duly
          authorized  by all  necessary  corporate  action  and  has  been  duly
          executed and  delivered by the parties  thereto.  Evidence that all of
          the Pledged Shares and/or Pledged Instruments (as each term is defined
          in  each  Pledge   Agreement)   have  been  delivered  to  the  Agent,
          accompanied,  if applicable, by stock powers duly executed in blank by
          such pledgor pursuant to the Pledge Agreements; and

               (iii) Evidence that the other Collateral Documents have been duly
          authorized by necessary  corporate  action.  Evidence that each Person
          party to a Collateral  Document has duly executed and  delivered  each
          Collateral Document;

          (b) Collateral Documents.  The Collateral  Documents,  executed by the
     Company and each  Subsidiary  party to each such  Collateral  Document,  in
     appropriate form for recording, where necessary, together with:

               (i)  copies  of  all  UCC-l  financing  statements  to be  filed,
          registered  or recorded in order to perfect the security  interests of
          the Collateral Agent for the benefit of the Banks and the other Senior
          Secured  Lenders,  or other  evidence  satisfactory  to the Agent that
          there shall be filed,  registered or recorded all financing statements
          and  other  filings,   registrations  and  recordings   necessary  and
          advisable to perfect the Liens of the Collateral Agent for the benefit
          of the Banks and the other Senior Secured  Lenders in accordance  with
          applicable law;

               (ii) written advice  relating to such Lien and judgment  searches
          as the Agent shall have requested of the Company, and such termination
          statements or other  documents as may be necessary to confirm that the
          Collateral is subject to no other Liens in favor of any Persons (other
          than Permitted Liens);

               (iii) [Intentionally Omitted];

               (iv) with respect to the Mortgaged Property,  an A.L.T.A.  form B
          (or other form acceptable to the Agent and the Banks) mortgagee policy
          of title  insurance or a binder  issued by a title  insurance  company
          satisfactory  to the Agent and the Banks  insuring (or  undertaking to
          insure,  in the  case of a  binder)  that  the  Mortgage  creates  and
          constitutes a valid first Lien against the mortgaged Property in favor
          of the Agent,  subject only to exceptions  acceptable to the Agent and
          the Banks,  with such  endorsements  and affirmative  insurance as the
          Agent or any Bank may reasonably request;

               (v) [Intentionally Omitted];

               (vi) to the extent paid at closing, proof of payment of all title
          insurance premiums,  documentary stamp or intangible taxes,  recording
          fees and mortgage  taxes payable in  connection  with the recording of
          any Mortgage or the issuance of the title insurance  policies (whether
          due on the  Closing  Date  or in the  future)  including  sums  due in
          connection with any future advances;

               (vii) such consents,  tenant estoppels,  subordination agreements
          and other documents and instruments executed by landlords, tenants and
          other Persons party to material  contracts  relating to any Collateral
          as to which  the  Collateral  Agent  shall be  granted  a Lien for the
          benefit  of the  Banks  and  the  other  Senior  Secured  Lenders,  as
          requested by the Agent; and

               (viii)  evidence  that all  other  actions  necessary  or, in the
          reasonable opinion of the Agent or the Banks, desirable to perfect and
          protect the first priority Lien created by the  Collateral  Documents,
          and to enhance the Collateral  Agent's ability to preserve and protect
          its interests in and access to the Collateral, have been taken.

          (c) Resolutions; Incumbency.

               (i) Copies of the  resolutions  of the board of  directors of the
          Company and each  Subsidiary  that may become party to a Loan Document
          authorizing the transactions  contemplated hereby, certified as of the
          Closing  Date  by the  Secretary  or an  Assistant  Secretary  of such
          Person; and

               (ii) A certificate of the Secretary or Assistant Secretary of the
          Company,  and each Subsidiary that may become party to a Loan Document
          certifying  the  names  and true  signatures  of the  officers  of the
          Company or such Subsidiary authorized to execute, deliver and perform,
          as  applicable,  this  Agreement,  and all other Loan  Documents to be
          delivered by it hereunder;

          (d)  Organization  Documents;  Good  Standing.  Each of the  following
     documents:

               (i) the articles or certificate of  incorporation  and the bylaws
          of the Company and each  Subsidiary  party to any Loan  Document as in
          effect on the Closing  Date,  certified by the  Secretary or Assistant
          Secretary of the Company or such  Subsidiary  as of the Closing  Date;
          and

               (ii) a good  standing  and,  to the  extent  available,  tax good
          standing  certificate for the Company and each Subsidiary party to any
          Loan  Document  from the  Secretary of State (or  similar,  applicable
          Governmental  Authority) of its state of  incorporation as of a recent
          date, together with a bring-down  certificate by facsimile,  dated the
          Closing Date;

          (e)  Legal  Opinions.  (i) An  opinion  of  Jones,  Walker,  Waechter,
     Poitevent,  Carrere & Denegre, L.L.P., counsel to the Company and the other
     Borrower  Parties,  addressed to the Agent and the Banks,  substantially in
     the form of Exhibit I-1; (ii) an opinion of James P. Jones, general counsel
     to the Company and the other Borrower  Parties,  addressed to the Agent and
     the Banks,  substantially  in the form of Exhibit I-2; and (iii) an opinion
     of special local counsel to the Company and the other Borrower  Parties for
     each state in which any  Collateral is located,  addressed to the Agent and
     the Banks, each substantially in the form of Exhibit I-3.

          (f) Payment of Fees. Evidence of payment by the Company of all accrued
     and unpaid  fees,  costs and expenses to the extent then due and payable on
     the Closing Date,  together  with Attorney  Costs of Bank of America to the
     extent  invoiced  prior to or on the  Closing  Date,  plus such  additional
     amounts of Attorney Costs as shall constitute Bank of America's  reasonable
     estimate  of  Attorney  Costs  incurred or to be incurred by it through the
     closing  proceedings  (provided  that such  estimate  shall not  thereafter
     preclude  final  settling  of  accounts  between  the  Company  and Bank of
     America);  including  any such costs,  fees and expenses  arising  under or
     referenced in Sections 2.10 and 11.04;

          (g) Certificate.  A certificate signed by a Responsible Officer of the
     Company, dated as of the Closing Date, stating that:

               (i) the  representations  and warranties  contained in Article VI
          are true and correct on and as of such date,  as though made on and as
          of such date;

               (ii) no Default or Event of Default  exists or would  result from
          the Credit Extension;

               (iii) any necessary consents, waivers, approvals, authorizations,
          registrations,  filings and notifications of the character referred to
          in Section  6.03 have been  obtained or made and are in full force and
          effect; and

               (iv) except as otherwise  disclosed in the Projections and in any
          filings  with the SEC,  there has occurred  since March 31,  1999,  no
          event  or  circumstance  that has  resulted  or  could  reasonably  be
          expected to result in a Material Adverse Effect;

          (h) Year 2000  Compliance.  Evidence  that (a) each of the Company and
     its  Subsidiaries  has taken and is taking all  necessary  and  appropriate
     steps to  ascertain  the  extent  of,  quantify  and  successfully  address
     business and financial risks facing the Company or its Subsidiaries, as the
     case may be, as a result of what is commonly  referred to as the "Year 2000
     problem" (i.e., the inability of computers,  as well as embedded microchips
     in  non-computing  devices,  to perform properly  date-sensitive  functions
     involving certain dates prior to and after December 31, 1999) (hereinafter,
     the "Year 2000 problem"), including risks resulting from the failure of key
     customers  and  suppliers of the Company to address  successfully  the Year
     2000 problem,  (b) the Company and its Subsidiaries  will on a timely basis
     take  adequate  steps  to avoid  the  Year  2000  problem  in all  material
     respects,  and (c) the Company's and its  Subsidiaries'  material  computer
     applications  and those of its key vendors and  customers  will on a timely
     basis, adequately address the Year 2000 problem in all material respects;

          (i) Valuation. Copies of a preliminary valuation of the property owned
     by Summer Street Realty Corporation  located at 245 Summer Street,  Boston,
     Massachusetts  (the  "Headquarters  Building")  prepared by a Person in the
     business of real estate  appraisal  satisfactory to each of the Agent,  the
     Arranger and each of the Banks;

          (j) Insurance  Policies.  Standard lenders' payable  endorsements with
     respect  to the  insurance  policies  or  other  instruments  or  documents
     evidencing  insurance coverage on the Collateral in accordance with Section
     6.17;

          (k)  Replacement of Prior Bank  Agreements;  Release of Liens.  Except
     with respect to the Existing Letters of Credit,  evidence that the Company,
     its  Subsidiaries  and the other parties to the Prior Bank  Agreements  and
     their agents each have entered into such agreements or  arrangements,  and,
     if applicable,  have executed such termination  statements or releases,  as
     shall be  necessary  to replace the Prior Bank  Agreements,  terminate  any
     guarantees of  Indebtedness  thereunder  and terminate or release all Prior
     Bank Liens, and copies of such replacements, terminations or releases;

          (l) 121A Agreements. On or prior to the Closing Date, there shall have
     been delivered to the Agent true, complete and correct copies, certified as
     such by a Responsible Officer of the Company, of all 121A Agreements.  Each
     121A Agreement shall be in form and substance satisfactory to the Agent and
     shall be in full force and effect on the Closing Date; and

          (m) Other  Documents.  Such other  approvals,  opinions,  documents or
     materials as the Agent or any Bank may request.

     5.02  Conditions to All Credit  Extensions.  The obligation of each Bank to
make any Revolving Loan to be made by it (including its initial  Revolving Loan)
or to  continue  or  convert  any  Revolving  Loan  under  Section  2.04 and the
obligation  of the  Issuing  Bank to Issue any Letter of Credit  (including  the
initial  Letter of  Credit)  is subject  to the  satisfaction  of the  following
conditions  precedent on the relevant  Borrowing  Date,  Conversion/Continuation
Date or Issuance Date:

          (a) Notice,  Application.  The Agent shall have received (with, in the
     case of the initial  Revolving Loan only, a copy for each Bank) a Notice of
     Borrowing or a Notice of  Conversion/Continuation,  as applicable or in the
     case of any  Issuance  of any Letter of Credit,  the  Issuing  Bank and the
     Agent shall have received an L/C Application or L/C Amendment  Application,
     as required under Section 3.02;

          (b)   Continuation   of    Representations    and   Warranties.    The
     representations  and  warranties in Article VI shall be true and correct on
     and as of such Borrowing Date or  Conversion/Continuation  Date or Issuance
     Date with the same  effect as if made on and as of such  Borrowing  Date or
     Conversion/Continuation  Date or Issuance  Date  (except to the extent such
     representations and warranties expressly refer to an earlier date, in which
     case they shall be true and correct as of such earlier date); and

          (c) No Existing Default. No Default or Event of Default shall exist or
     shall result from such Borrowing or continuation or conversion or Issuance.
     Each  Notice  of  Borrowing,  Notice  of  Conversion/Continuation  and  L/C
     Application  or L/C  Amendment  Application  submitted by the Company shall
     constitute a representation and warranty by the Company,  as of the date of
     each such  notice and as of each  Borrowing  Date,  Conversion/Continuation
     Date, or Issuance Date, as applicable,  that the conditions in this Section
     5.02 are satisfied.

     5.03 Conditions for a Domestic Principal  Subsidiary to Become a Guarantor.
As a condition precedent to a Domestic Principal Subsidiary becoming a guarantor
under the Guaranty in accordance with Section 7.13, the Bank shall have received
the following with respect to such Domestic  Principal  Subsidiary,  in form and
substance satisfactory to the Agent and each Bank:

          (a)  The  signed  certificate  of the  President,  an  Executive  Vice
     President,  or a Vice President and the Secretary or an Assistant Secretary
     of such  Domestic  Principal  Subsidiary,  certifying  as to (i) a true and
     correct  copy of  resolutions  adopted  by the Board of  Directors  of such
     Domestic  Principal  Subsidiary  authorizing  the  execution,  delivery and
     performance by such Domestic Principal Subsidiary of each Loan Document and
     all related  certificates,  notices,  instruments and documents to which it
     will be a party or will execute and  deliver,  (ii) a true and correct copy
     of the  articles  or  certificate  of  incorporation  and  by-laws  of such
     Domestic Principal  Subsidiary  certified by the Secretary of such Domestic
     Principal  Subsidiary as in effect on such date,  and (iii) the  incumbency
     and specimen  signatures of officers of such Domestic Principal  Subsidiary
     executing the Agreement,  and any other documents delivered to the Agent in
     connection  with  this  Section  5.03  to  which  such  Domestic  Principal
     Subsidiary will be a party;

          (b) The opinion of the general counsel or assistant general counsel of
     the Company (or such other counsel designated by the Company and acceptable
     to the Agent) with respect to such Domestic Principal Subsidiary comparable
     (with  respect  to such  Domestic  Principal  Subsidiary)  to the  opinions
     referenced in Section 5.01(e);

          (c) Exhibit A to the Guaranty duly executed by such Domestic Principal
     Subsidiary,  whereby such Domestic Principal  Subsidiary agrees to be bound
     by the terms and conditions of the Guaranty.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Agent and each Bank that:

     6.01  Corporate   Existence  and  Power.   The  Company  and  each  of  its
Subsidiaries:

          (a) is a  corporation  duly  organized,  validly  existing and in good
     standing under the laws of the jurisdiction of its incorporation;

          (b)  has the  power  and  authority  and  all  governmental  licenses,
     authorizations,  consents  and  approvals  to own its assets,  carry on its
     business and to execute,  deliver,  and perform its  obligations  under the
     Loan Documents, to which it is a party;

          (c) is duly qualified as a foreign  corporation and is licensed and in
     good  standing  under the laws of each  jurisdiction  where its  ownership,
     lease or operation of property or the conduct of its business requires such
     qualification or license; and

          (d) is in compliance  with all  Requirements of Law;  except,  in each
     case  referred  to in clause  (c) or clause  (d),  to the  extent  that the
     failure  to do so could  not  reasonably  be  expected  to have a  Material
     Adverse Effect.

     6.02 Corporate Authorization; No Contravention. The execution, delivery and
performance by the Company and its Subsidiaries of this Agreement and each other
Loan  Document to which such Person is party,  have been duly  authorized by all
necessary corporate action, and do not and will not:

          (a)  contravene  the  terms  of  any  of  that  Person's  Organization
     Documents;

          (b) conflict with or result in any breach or contravention  of, or the
     creation  of any  Lien  under,  any  document  evidencing  any  Contractual
     Obligation to which such Person is a party or any order,  injunction,  writ
     or  decree  of any  Governmental  Authority  to which  such  Person  or its
     property is subject; or

          (c) violate any Requirement of Law.

     6.03 Governmental  Authorization.  Except as set forth on Schedule 6.03, no
approval, consent, exemption,  authorization,  or other action by, or notice to,
or filing with, any Governmental  Authority (except for recordings or filings in
connection  with the Liens granted to the Agent under the Collateral  Documents)
is  necessary  or  required  in  connection  with  the  execution,  delivery  or
performance by, or enforcement  against,  the Company or any of its Subsidiaries
of this Agreement or any other Loan Document, to which such Person is a party.

     6.04 Binding  Effect.  This Agreement and each other Loan Document to which
the Company or any of its  Subsidiaries is a party  constitute the legal,  valid
and binding obligations of the Company and any of its Subsidiaries to the extent
it is a party thereto,  enforceable against such Person in accordance with their
respective  terms,  except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

     6.05 Litigation.  Except as specifically  disclosed in Schedule 6.05, there
are no actions, suits,  proceedings at law or in equity, claims,  investigations
or disputes  pending,  or to the best knowledge of the Company,  threatened,  at
law, in equity, in arbitration or before any Governmental Authority, against the
Company, or its Subsidiaries or any of their respective properties:

          (a) which purport to affect or pertain to this  Agreement or any other
     Loan Document,  or any of the transactions  contemplated hereby or thereby;
     or

          (b) as to which there exists a  substantial  likelihood  of an adverse
     determination,  which  determination would reasonably be expected to have a
     Material Adverse Effect. No injunction,  writ, temporary  restraining order
     or any  order  of  any  nature  has  been  issued  by any  court  or  other
     Governmental  Authority  purporting  to enjoin or restrain  the  execution,
     delivery or performance  of this  Agreement or any other Loan Document,  or
     directing  that the  transactions  provided  for herein or  therein  not be
     consummated as herein or therein provided.

     6.06 No Default. No Default or Event of Default exists or would result from
the  incurring of any  Obligations  by the Company or the grant or perfection of
the Agent's Liens on the Collateral. As of the Closing Date, neither the Company
nor any  Subsidiary  is in  default  under or with  respect  to any  Contractual
Obligation  in any  respect  which,  individually  or  together  with  all  such
defaults,  could  reasonably be expected to have a Material  Adverse Effect,  or
that would, if such default had occurred after the Closing Date, create an Event
of Default under Section 9.01(e).

     6.07 ERISA.

          (a) Each  Plan is in  compliance  in all  material  respects  with the
     applicable  provisions  of ERISA,  the Code and other federal or state law.
     Each Plan which is intended to qualify under Section 401(a) of the Code has
     received a favorable  determination  letter from the IRS or an  application
     for such a letter is  currently  being  processed  by the IRS with  respect
     thereto and, to the best  knowledge  of the  Company,  nothing has occurred
     which would prevent, or cause the loss of, such qualification.  The Company
     and each ERISA  Affiliate has made all required  contributions  to any Plan
     subject to Section 412 of the Code, and no application for a funding waiver
     or an extension of any  amortization  period pursuant to Section 412 of the
     Code has been made with respect to any Plan.

          (b) There are no pending  or, to the best  knowledge  of the  Company,
     threatened  claims,  actions  or  lawsuits,  or action by any  Governmental
     Authority,  with respect to any Plan which has a Material  Adverse  Effect.
     There has been no  Prohibited  Transaction  or violation  of the  fiduciary
     responsibility  rules with respect to any Plan which has a Material Adverse
     Effect.

          (c) (i) No ERISA  Event has  occurred  or is  reasonably  expected  to
     occur;  (ii) no Pension  Plan has any  Unfunded  Pension  Liability;  (iii)
     neither the Company nor any ERISA  Affiliate  has  incurred,  or reasonably
     expects to incur, any liability under Title IV of ERISA with respect to any
     Pension Plan (other than premiums due and not delinquent under Section 4007
     of ERISA);  (iv) neither the Company nor any ERISA  Affiliate has incurred,
     or reasonably  expects to incur,  any liability  (and no event has occurred
     which, with the giving of notice under Section 4219 of ERISA,  would result
     in such  liability)  under  Section 4201 or 4243 of ERISA with respect to a
     Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate has
     engaged in a  transaction  that could be subject to Section 4069 or 4212(c)
     of ERISA,  with respect to which,  in the case of each event listed  above,
     has a Material Adverse Effect.

     6.08 Use of Proceeds; Margin Regulations.  The proceeds of the Loans are to
be used solely for the purposes  set forth in and  permitted by Section 7.12 and
Section 8.13. Neither the Company nor any Subsidiary is generally engaged in the
business of  purchasing  or selling  Margin  Stock or  extending  credit for the
purpose of purchasing or carrying Margin Stock.

     6.09 Title to Properties.  The Company and each Subsidiary have good record
and marketable title in fee simple to, or valid leasehold interests in, all real
property  and good  title to, or a valid  leasehold  interest  in, all its other
personal property, necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not reasonably be expected
to, individually or in the aggregate,  have a Material Adverse Effect. As of the
Closing Date, the property of the Company and its  Subsidiaries is subject to no
Liens, other than Permitted Liens.

     6.10 Taxes.  The Company  and its  Subsidiaries  have filed all Federal and
other material tax returns and reports  required to be filed,  and have paid all
Federal  and other  material  taxes,  assessments,  fees and other  governmental
charges  levied  or  imposed  upon  them or their  properties,  income or assets
otherwise due and payable,  except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect.

     6.11 Financial Condition.

          (a) The audited  consolidated  financial statements of the Company and
     its  Subsidiaries  dated  December  31, 1998 and the  related  consolidated
     statements of income or operations, shareholders' equity and cash flows for
     the fiscal year ended on that date:

               (i) were prepared in accordance  with GAAP  consistently  applied
          throughout the period covered thereby,  except as otherwise  expressly
          noted therein;

               (ii) fairly  present the  financial  condition of the Company and
          its  Subsidiaries as of the date thereof and results of operations for
          the period covered thereby; and

               (iii) except as specifically disclosed in Schedule 6.11, show all
          material indebtedness and other liabilities,  direct or contingent, of
          the Company and its consolidated  Subsidiaries as of the date thereof,
          including  liabilities for taxes,  material commitments and contingent
          obligations.

          (b) The forward-looking  financial  information delivered to the Agent
     (the   "Projections")   has  been  prepared  on  the  basis  of  reasonable
     assumptions made in good faith by the Company,  and as of the date on which
     such  assumptions were made, no relevant facts known to the Company existed
     that  were  not  taken  into  account  that  were,  individually  or in the
     aggregate,   reasonably   likely   to  have  a   material   effect  on  the
     reasonableness  of such assumptions as they relate to the Company or any of
     its Subsidiaries,  and no events have occurred subsequent thereto that are,
     individually  or in the  aggregate,  reasonably  likely to have a  material
     effect on the  reasonableness  of such  assumptions  as they  relate to the
     Company.  There are no facts known to the Company that are  inconsistent in
     any  material  respect  with  the  Projections  taken  as a  whole  or such
     assumptions.

          (c) Since March 31, 1999 (or as otherwise  disclosed in writing to the
     Agent and the Banks prior to the Closing Date),  there has not been, nor is
     it reasonably likely that there will be, any Material Adverse Effect.

     6.12 Environmental  Matters. The Company conducts in the ordinary course of
business  a review of the effect of  existing  Environmental  Laws and  existing
Environmental Claims on its business, operations and properties, and as a result
thereof  the Company  has  reasonably  concluded  that,  except as  specifically
disclosed in Schedule 6.12, such  Environmental  Laws and  Environmental  Claims
could not,  individually  or in the aggregate,  reasonably be expected to have a
Material Adverse Effect.

     6.13 Regulated  Entities.  None of the Company,  any Person controlling the
Company, or any Subsidiary, is an "Investment Company" within the meaning of the
Investment  Company Act of 1940. The Company is not subject to regulation  under
the Public  Utility  Holding  Company Act of 1935,  the Federal  Power Act,  the
Interstate  Commerce Act, any state public  utilities code, or any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.

     6.14 No Burdensome Restrictions.  Neither the Company nor any Subsidiary is
a party to or bound by any Contractual Obligation, or subject to any restriction
in any Organization  Document, or any Requirement of Law, which could reasonably
be expected to have a Material Adverse Effect.

     6.15 Copyrights, Patents, Trademarks and Licenses, etc. The Company and its
Subsidiaries  own or are licensed or otherwise  have the right to use all of the
patents,  trademarks,  service  marks,  trade  names,  copyrights,   contractual
franchises,  authorizations  and other rights that are reasonably  necessary for
the operation of their respective  businesses,  without conflict with the rights
of any other Person.  To the best  knowledge of the Company,  no slogan or other
advertising device, product,  process, method, substance, part or other material
now  employed,  or  now  contemplated  to be  employed,  by the  Company  or any
Subsidiary  infringes  upon any  rights  held by any  other  Person.  Except  as
specifically disclosed in Schedule 6.05, no claim or litigation regarding any of
the  foregoing  is pending or  threatened,  and no  patent,  invention,  device,
application,  principle or any statute, law, rule, regulation,  standard or code
is pending or, to the knowledge of the Company, proposed, which, in either case,
could reasonably be expected to have a Material Adverse Effect.

     6.16 Subsidiaries.  The Company has no Principal Subsidiaries other than as
set forth in Schedule 6.16 hereto. Schedule 6.16 correctly sets forth as to each
Principal  Subsidiary  its  name,  the  jurisdiction  of  its  formation,  if  a
partnership, or incorporation,  if a corporation, its parent corporation. All of
the  outstanding  shares of the  capital  stock of each class of each  corporate
Subsidiary  have been validly issued and are fully paid and  nonassessable  and,
except as otherwise  indicated in Schedule 6.16 are owned,  beneficially  and of
record, by the Company or such parent corporation, free and clear of any Liens.

     6.17  Insurance.  Except as  specifically  disclosed in Schedule  6.17, the
properties  of the Company and its  Subsidiaries  are insured  with  financially
sound and reputable  insurance  companies not Affiliates of the Company, in such
amounts,  with such  deductibles  and  covering  such  risks as are  customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Company or such Subsidiary operates.

     6.18 Labor Relations. None of the Company or its Subsidiaries is engaged in
any unfair labor practice which could  reasonably be expected to have a Material
Adverse Effect.  There is (a) no unfair labor practice  complaint pending or, to
the best knowledge of the Company,  threatened against the Company or any of its
Subsidiaries  before the National  Labor  Relations  Board of any court of labor
board,  and no  grievance  or  arbitration  proceedings  arising out of or under
collective  bargaining agreements is so pending or, to the best knowledge of the
Company,  threatened;  (b) no strike, lock-out, labor dispute,  slowdown or work
stoppage  pending or, to the best knowledge of the Company,  threatened  against
the  Company  or any of its  Subsidiaries;  and (c) no union  representation  or
certification  question existing or pending with respect to the employees of the
Company or any of its Subsidiaries and, to the best knowledge of the Company, no
union organization activity taking place, which unfair labor practice complaint,
grievance or arbitration proceedings,  strike, lock-out, labor dispute, slowdown
or work  stoppage  or union  \representation  or  certification  question  could
reasonably  be  expected  to have a Material  Adverse  Effect.  True and correct
copies of each collective bargaining  agreement,  to which the Company or any of
its Subsidiaries is a party, have been provided to the Agent.

     6.19  Representations  and Warranties in Related Documents.  On the Closing
Date, the  representations  of the Company and of its Subsidiaries  contained in
the  other  Loan  Documents  and  in any  document,  certificate  or  instrument
delivered  pursuant to this  Agreement  will be true and correct in all material
respects  and each of the Agent  and the Banks may rely on such  representations
and  warranties,  if not made directly to each of the Agent and the Banks, as if
such  representations and warranties were made directly to each of the Agent and
the Banks.

     6.20  Solvency.  Each of the Company and its  Subsidiaries  is Solvent and,
immediately  after  giving  effect  to  the  consummation  of  the  transactions
contemplated by this Agreement, each of the Company and its Subsidiaries will be
Solvent.

     For  purposes of this  Section  6.20 the term  "Solvent"  shall mean,  with
respect to any Person, that:

          (a) the assets of such Person,  at a fair valuation,  exceed the total
     liabilities (including contingent, subordinated, unmatured and unliquidated
     liabilities) of such Person;

          (b)  based on  current  projections,  which  are  based on  underlying
     assumptions  which provide a reasonable basis for the projections and which
     reflect such Person's  judgment based on present  circumstances of the most
     likely set of conditions and such Person's most likely course of action for
     the period  projected,  such Person believes it has sufficient cash flow to
     enable it to pay its debts as they mature; and

          (c) such Person does not have an unreasonably small capital with which
     to engage in its anticipated business.

     For purposes of this Section  6.20,  the "fair  valuation" of the assets of
any Person shall be  determined on the basis of the amount which may be realized
within a reasonable  time,  either through  collection or sale of such assets at
the regular  market  value,  conceiving  the latter as the amount which could be
obtained  for the  property  in  question  within  such  period by a capable and
diligent  businessman  from an interested buyer who is willing to purchase under
ordinary selling conditions.

     6.21 Swap Obligations.  Neither the Company nor any of its Subsidiaries has
incurred  any  outstanding  obligations  under any Swap  Contracts,  other  than
Permitted  Swap  Obligations.  The Company has  undertaken  its own  independent
assessment of its  consolidated  assets,  liabilities  and  commitments  and has
considered  appropriate  means of mitigating and managing risks  associated with
such matters and has not relied on any swap counterparty or any Affiliate of any
swap counterparty in determining whether to enter into any Swap Contract.

     6.22 Year  2000.  The  Company  and its  Subsidiaries  have  developed  and
budgeted  for a  comprehensive  program to address  the Year 2000  problem.  The
Company and its  Subsidiaries  have  implemented  that program  substantially in
accordance with its timetable and budget and the Company reasonably  anticipates
that they will substantially avoid the Year 2000 problem as to all computers, as
well as embedded microchips in non-computing  devices,  that are material to the
Company's and its Subsidiaries business,  properties or operations.  The Company
and its Subsidiaries  have developed  feasible  contingency  plans adequately to
ensure  uninterrupted and unimpaired business operations in the event of failure
of their own equipment due to the Year 2000 problem.

     6.23 Collateral Documents.

          (a) The provisions of each of the  Collateral  Documents are effective
     to create in favor of the Collateral Agent for the benefit of the Banks and
     the other Senior Secured  Lenders,  a legal,  valid and  enforceable  first
     priority security interest in all right,  title and interest of the Company
     and  its  Subsidiaries  in the  Collateral  described  therein  subject  to
     Permitted Liens;  and financing  statements have been (or will be) filed in
     the  offices  in all of the  jurisdictions  listed in the  schedule  to the
     Security Agreement.

          (b) Each  Mortgage  when  delivered  will be effective to grant to the
     Collateral  Agent for the benefit of the Banks and the other Senior Secured
     Lenders a legal, valid and enforceable deed of trust lien on all the right,
     title and interest of the  mortgagor  under such  Mortgage in the mortgaged
     Property described therein. When each such Mortgage is duly recorded in the
     offices listed on the schedule to such Mortgage, and the mortgage recording
     fees and taxes in respect  thereof are paid and compliance is otherwise had
     with the formal  requirements  of state law  applicable to the recording of
     real estate mortgages generally,  each such mortgaged Property,  subject to
     Permitted  Liens and the  encumbrances  and  exceptions  to title set forth
     therein and except as noted in the title  policies  delivered  to the Agent
     pursuant to Section 5.01, shall be subject to a legal,  valid,  enforceable
     and perfected  first priority deed of trust and when  financing  statements
     have been filed in the offices  listed in the  schedule  to such  Mortgage,
     such Mortgage also shall create a legal,  valid,  enforceable and perfected
     first lien on, and security  interest in, all right,  title and interest of
     the Company or such Subsidiary under such Mortgage in all personal property
     and fixtures which is covered by such Mortgage,  subject to no other Liens,
     except  Permitted  Liens and the  encumbrances  and exceptions to title set
     forth  therein and except as noted in the title  policies  delivered to the
     Agent pursuant to Section 5.01.

          (c) The  provisions of the Pledge  Agreements are effective to create,
     in favor of the Collateral Agent for the benefit of the Banks and the other
     Senior Secured Lenders, a legal, valid and enforceable security interest in
     all of the collateral  described  therein;  and the Pledged  Collateral (as
     defined in the Pledge  Agreement) was delivered to the Agent or its nominee
     in accordance  with the terms  thereof.  The Lien of the Pledge  Agreements
     constitutes a perfected,  first  priority  security  interest in all right,
     title and interest of the Company or such  Subsidiary,  as the case may be,
     in the Collateral described therein,  prior and superior to all other Liens
     and interests.

     6.24 121A  Agreements.  Each 121A  Agreement  is in all  material  respects
valid,  binding and in full force and effect and is enforceable by Summer Street
in  accordance  with its  terms.  As of the  Closing  Date,  Summer  Street  has
performed in all material  respects all obligations  required to be performed by
it to date under the 121 Agreements  (other than completion of the plaza) and it
is not (with or without  the lapse of time or the giving of notice,  or both) in
breach or default in any material  respect  thereunder  and, to the knowledge of
the  Company,  no other  party to any of the 121A  Agreements  has been (with or
without the lapse of time or the giving of notice, or both) in breach or default
in any material respect thereunder.

     6.25 Full Disclosure. None of the representations or warranties made by the
Company  or  any   Subsidiary  in  the  Loan  Documents  as  of  the  date  such
representations  and  warranties  are  made  or  deemed  made,  and  none of the
statements contained in any exhibit,  report, statement or certificate furnished
by or on behalf of the Company or any  Subsidiary  in  connection  with the Loan
Documents  (including the offering and disclosure  materials  delivered by or on
behalf of the  Company to the Banks  prior to the Closing  Date),  contains  any
untrue  statement of a material  fact or omits any material  fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.


                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

     So long as any Bank shall  have any  Commitment  hereunder,  or any Loan or
other  Obligation  shall remain unpaid or  unsatisfied,  or any Letter of Credit
shall remain outstanding, unless the Majority Banks waive compliance in writing:

     7.01 Financial Statements.  The Company shall deliver to the Agent, in form
and detail  satisfactory  to the Agent and the Majority  Banks,  with sufficient
copies for each Bank:

          (a) as soon as  available,  but not later than  ninety (90) days after
     the end of each fiscal year (commencing with the fiscal year ended December
     31, 1999, a copy of the audited  consolidated  balance sheet of the Company
     and  its  Subsidiaries  as  at  the  end  of  such  year  and  the  related
     consolidated  statements of income or operations,  shareholders' equity and
     cash flows for such year,  setting forth in each case in  comparative  form
     the figures for the previous fiscal year, and accompanied by the opinion of
     Price Waterhouse Coopers LLC or another  nationally-recognized  independent
     public  accounting  firm  ("Independent  Auditor") which report shall state
     that such consolidated  financial  statements  present fairly the financial
     position  for the periods  indicated in  conformity  with GAAP applied on a
     basis  consistent with prior years.  Such opinion shall not be qualified as
     to (i) going  concern,  (ii) any  limitation in the scope of the audit,  or
     (iii) possible errors generated by financing  reporting and related systems
     due to the Year 2000 problem; and

          (b) as soon as available,  but not  later  than  forty-five  (45) days
     after the end of each of the first  three  fiscal  quarters  of each fiscal
     year  (commencing  with the fiscal  quarter ended June 30, 1999), a copy of
     the   unaudited   consolidated   balance  sheet  of  the  Company  and  its
     Subsidiaries  as of the end of such  quarter and the  related  consolidated
     statements  of income,  shareholders'  equity and cash flows for the period
     commencing on the first day and ending on the last day of such quarter, and
     certified by a Responsible Officer as fairly presenting, in accordance with
     GAAP (subject to ordinary,  good faith  year-end  audit  adjustments),  the
     financial  position  and the results of  operations  of the Company and the
     Subsidiaries.

     7.02  Certificates;  Other  Information.  The Company  shall furnish to the
Agent, with sufficient copies for each Bank:

          (a)  concurrently  with  the  delivery  of  the  financial  statements
     referred to in Sections 7.01(a) and (b), a Compliance  Certificate executed
     by a Responsible Officer;

          (b)  promptly  after the same are  available,  copies  of each  annual
     report,  proxy or financial statement or other report or communication sent
     to the  stockholders  of the  Company,  and copies of all annual,  regular,
     periodic and special reports and registration  statements which the Company
     may file or be required  to file with the SEC under  Section 13 or 15(d) of
     the  Securities  Exchange  Act of 1934,  and not  otherwise  required to be
     delivered  to the  Bank  pursuant  to  other  provisions  of this  Section,
     including,  without  limitation,  any  disclosure  required  by the  SEC in
     connection with the Year 2000 problem;

          (c) upon the request of the Agent or any Bank, a copy of the Company's
     and its Subsidiaries'  plan,  timetable and budget to address the Year 2000
     problem; and

          (d)  promptly,  such  additional  information  regarding the business,
     financial  or  corporate  affairs of the Company or any  Subsidiary  as the
     Agent, at the request of any Bank, may from time to time request.

     7.03 Notices. The Company shall promptly notify the Agent and each Bank:

          (a) of the  occurrence of any Default or Event of Default,  specifying
     the nature and period of existence  thereof and specifying  what action the
     Company is taking or proposes to take with respect thereto;

          (b) of any  matter  that has  resulted  or may  result  in a  Material
     Adverse Effect,  including (i) breach or non-performance of, or any default
     under, a Contractual Obligation of the Company or any Subsidiary;  (ii) any
     dispute,  litigation,  investigation,  proceeding or suspension between the
     Company or any  Subsidiary  and any  Governmental  Authority;  or (iii) the
     commencement  of,  or  any  material  development  in,  any  litigation  or
     proceeding  affecting the Company or any Subsidiary;  including pursuant to
     any applicable Environmental Laws;

          (c) Within 10 days of the occurrence thereof,  notice of any (i) ERISA
     Event, (ii) Prohibited Transaction in connection with any Plan or any trust
     created thereunder which has a Material Adverse Effect,  (iii) the adoption
     of, or the  commencement of  contributions  to, any Plan subject to Section
     412 of the Code by the Company or any ERISA Affiliate, or (iv) the adoption
     of any  amendment  to a Plan  subject to Section  412 of the Code,  if such
     amendment  results in a material  increase in  contributions  or a material
     Unfunded Pension Liability,  in each case specifying the nature thereof and
     what  action  the  Company  or any of its  ERISA  Affiliates  is  taking or
     proposes to take with respect thereto, and, when known, any action taken by
     any Governmental Authority with respect thereto;

          (d) With reasonable  promptness  copies of (a) all notices received by
     the  Company  or any of its  ERISA  Affiliates  of  the  PBGC's  intent  to
     terminate any Pension Plan or to have a trustee appointed to administer any
     Pension  Plan;  and (b) all  notices  received by the Company or any of its
     ERISA  Affiliates  from  a  Multiemployer   Plan  sponsor   concerning  the
     imposition  or amount of withdrawal  liability  pursuant to Section 4202 of
     ERISA;

          (e) of  any  material  change  in  accounting  policies  or  financial
     reporting practices by the Company or any of its consolidated Subsidiaries;
     and

          (f)  upon  the  request  from  time  to time of the  Agent,  the  Swap
     Termination Values, together with a description of the method by which such
     values were determined,  relating to any then-outstanding Swap Contracts to
     which the Company or any of its Subsidiaries is party; and

          Each  notice  under this  Section  shall be  accompanied  by a written
     statement by a Responsible  Officer setting forth details of the occurrence
     referred to therein,  and stating  what action the Company or any  affected
     Subsidiary  proposes to take with  respect  thereto and at what time.  Each
     notice under Section 7.03(a) shall describe with  particularity any and all
     clauses or  provisions  of this  Agreement or other Loan Document that have
     been (or foreseeably will be) breached or violated.

     7.04 Preservation of Corporate Existence, Etc. The Company shall, and shall
cause each Subsidiary to:

          (a)  preserve  and  maintain  in full force and  effect its  corporate
     existence and good standing under the laws of its state or  jurisdiction of
     incorporation;

          (b) preserve  and  maintain in full force and effect all  governmental
     rights,  privileges,  qualifications,   permits,  licenses  and  franchises
     necessary  or desirable  in the normal  conduct of its  business  except in
     connection with sales of assets  permitted by Section 8.03 and transactions
     permitted by Section 8.04 and Section 8.07; and

          (c) use reasonable  efforts,  in the ordinary  course of business,  to
     preserve its business organization and goodwill; and

          (d) preserve or renew all of its registered patents, trademarks, trade
     names and service marks, the  non-preservation of which could reasonably be
     expected to have a Material Adverse Effect.

     7.05 Maintenance of Property.  The Company shall maintain,  and shall cause
each  Subsidiary  to maintain,  and  preserve all its property  which is used or
useful in its business in good working  order and  condition,  ordinary wear and
tear  excepted,  except as  permitted  by Section  8.03.  The  Company  and each
Subsidiary  shall  use the  standard  of care  typical  in the  industry  in the
operation and maintenance of its facilities.

     7.06  Insurance.  In addition to  insurance  requirements  set forth in the
Collateral  Documents,   the  Company  shall  maintain,  and  shall  cause  each
Subsidiary  to  maintain,  with  financially  sound  and  reputable  independent
insurers,  insurance with respect to its properties and business against loss or
damage of the kinds  customarily  insured against by Persons engaged in the same
or  similar  business,  of such  types and in such  amounts  as are  customarily
carried under similar  circumstances  by such other Persons.  All such insurance
with respect to the Collateral shall name the Agent as loss  payee/mortgagee and
as an additional  insured for the benefit of the Banks,  as their  interests may
appear.

     7.07  Payment of  Obligations.  The  Company  shall,  and shall  cause each
Subsidiary  to, pay and discharge as the same shall become due and payable,  all
their respective obligations and liabilities, including:

          (a) all tax  liabilities,  assessments  and  governmental  charges  or
     levies  upon it or its  properties  or  assets,  unless  the same are being
     contested in good faith by appropriate proceedings and adequate reserves in
     accordance  with  GAAP  are  being   maintained  by  the  Company  or  such
     Subsidiary;

          (b) all lawful  claims  which,  if unpaid,  would by law become a Lien
     upon its property; and

          (c) all indebtedness,  as and when due and payable, but subject to any
     subordination   provisions   contained  in  any   instrument  or  agreement
     evidencing such Indebtedness.

     7.08 Compliance  with Laws. The Company shall comply,  and shall cause each
Subsidiary to comply,  in all material  respects with all Requirements of Law of
any  Governmental   Authority  having  jurisdiction  over  it  or  its  business
(including  the  Federal  Fair  Labor  Standards  Act),  except  such  as may be
contested in good faith or as to which a bona fide dispute may exist.

     7.09 Compliance with ERISA.  The Company shall cause, and cause each of its
ERISA  Affiliates  to: (a)  maintain  each Plan in  compliance  in all  material
respects with the applicable  provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified  under  Section  401(a) of the
Code to maintain such qualification;  and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

     7.10  Inspection  of Property  and Books and  Records.  The  Company  shall
maintain and shall cause each  Subsidiary to maintain proper books of record and
account,  in which  full,  true and  correct  entries  in  conformity  with GAAP
consistently  applied  shall be made of all financial  transactions  and matters
involving  the assets and  business  of the  Company  and such  Subsidiary.  The
Company shall permit, and shall cause each Subsidiary to permit, representatives
and independent contractors of the Agent or any Bank to visit and inspect any of
their respective  properties,  to examine their respective corporate,  financial
and operating records,  and make copies thereof or abstracts  therefrom,  and to
discuss their  respective  affairs,  finances and accounts with their respective
directors,  officers, and independent public accountants,  all at the expense of
the Company and at such  reasonable  times during normal  business  hours and as
often as may be  reasonably  desired,  upon  reasonable  advance  notice  to the
Company;  provided,  however,  when an Event of Default  exists the Agent or any
Bank may do any of the  foregoing  at the  expense  of the  Company  at any time
during normal business hours and without advance notice.

     7.11 Environmental Laws. The Company shall, and shall cause each Subsidiary
to, conduct its operations and keep and maintain its property in compliance with
all Environmental Laws.

     7.12 Use of Proceeds.  The Company  shall use the proceeds of the Loans (i)
to refinance a portion of outstanding  indebtedness  of the Company to the Prior
Bank Lenders in an aggregate principle amount up to $110,670,728.59; (ii) to pay
expenses and costs  associated with the Loans;  and (iii) to provide for general
corporate purposes,  including funding working capital needs and issuing Letters
of Credit.

     7.13   Additional   Guarantors.   The  Company  shall  cause  each  of  its
Subsidiaries that becomes a Domestic Principal Subsidiary,  within 30 days after
becoming a Domestic Principal Subsidiary (each, an "Additional  Guarantor"),  to
become a Guarantor under the Guaranty  (each, an "Additional  Guaranty") and, in
connection  therewith,  deliver  to the  Agent  those  documents  applicable  to
Domestic  Principal  Subsidiaries  pursuant  to  Section  5.03,  and such  other
documents as the Agent may reasonably request.

     7.14 Further Assurances.

          (a) The Company  shall ensure that all written  information,  exhibits
     and reports furnished to the Agent or the Banks do not and will not contain
     any untrue  statement  of a  material  fact and do not and will not omit to
     state  any  material  fact or any fact  necessary  to make  the  statements
     contained  therein not  misleading in light of the  circumstances  in which
     made, and will promptly disclose to the Agent and the Banks and correct any
     defect or error that may be  discovered  therein or in any Loan Document or
     in the execution, acknowledgment or recordation thereof.

          (b)  Promptly  upon request by the Agent or the  Majority  Banks,  the
     Company  shall (and shall cause any of its  Subsidiaries  to) do,  execute,
     acknowledge,  deliver,  record,  re-record,  file,  re-file,  register  and
     re-register,  any and all such further acts, deeds,  conveyances,  security
     agreements,  mortgages,   assignments,  estoppel  certificates,   financing
     statements and continuations thereof,  termination  statements,  notices of
     assignment, transfers,  certificates,  assurances and other instruments the
     Agent or such Banks,  as the case may be, may reasonably  require from time
     to time in order (i) to carry out more  effectively  the  purposes  of this
     Agreement or any other Loan Document,  (ii) to subject to the Liens created
     by any of the  Collateral  Documents  any  of  the  properties,  rights  or
     interests covered by any of the Collateral Documents,  (iii) to perfect and
     maintain the validity,  effectiveness and priority of any of the Collateral
     Documents and the Liens intended to be created thereby,  and (iv) to better
     assure, convey, grant, assign, transfer,  preserve,  protect and confirm to
     the Agent and Banks the rights  granted or now or hereafter  intended to be
     granted to the Banks under any Loan  Document  or under any other  document
     executed in connection therewith.

          (c) Within six (6) months from the Closing  Date, a  Certificate  from
     the City of Boston or the  Boston  Redevelopment  Authority  (or such other
     evidence  satisfactory  to the Agent and the Required  Banks, in their sole
     and  absolute  discretion)  certifying  that  (i) all  payments  and  other
     obligations of Summer Street  pursuant to the 121A  Agreements  (other than
     completion  of the plaza) have been duly  performed to date and are current
     and the 121A  Agreements  are in full  force  and  effect,  and (ii) (X) in
     accordance  with Exhibit F of the 6A  Agreement,  no consent or approval of
     the City of Boston or the Boston  Redevelopment  Authority  is  required in
     connection with any financing if with an insurance  company,  savings bank,
     pension fund or other  recognized  institutional  lender and (Y) the ninety
     percent (90%)  limitation on mortgaging  property as set forth in Section 7
     of Chapter 121A of the  Massachusetts  General Laws has been eliminated and
     is no longer applicable to the Headquarters Building.

          (d) Within six (6) months from the Closing Date, the Company shall (i)
     obtain,  or cause Summer Street to obtain,  a mortgage on the  Headquarters
     Building  from a third  party in a  minimum  amount  of  $100,000,000,  the
     proceeds of which shall be applied in  accordance  with Section  2.07(e) of
     this Agreement or (ii) obtain from another  source of financing  acceptable
     to the Agent and Banks financing in a minimum amount of  $100,000,000,  the
     proceeds of which shall be applied in  accordance  with Section  2.07(e) of
     this Agreement.

          (e) Within thirty (30) days from the Closing  Date,  the Company shall
     obtain all necessary consents,  tenant estoppels,  subordination agreements
     and other  documents and  instruments  executed by  landlords,  tenants and
     other Persons party to material  contracts relating to any Collateral as to
     which the  Collateral  Agent shall be granted a Lien for the benefit of the
     Banks and the other Senior Secured Lenders, as requested by the Agent.


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

     So long as any Bank shall  have any  Commitment  hereunder,  or any Loan or
other  Obligation  shall remain unpaid or  unsatisfied,  or any Letter of Credit
shall remain outstanding, unless the Majority Banks waive compliance in writing:

     8.01  Indebtedness.  The Company  shall not, nor shall it permit any of its
Subsidiaries  to,  directly or indirectly,  create,  incur,  assume or suffer to
exist any Indebtedness, except:

          (a)  Indebtedness  to the Agent or the Banks  arising under any of the
     Loan Documents;

          (b) Indebtedness  incurred on or before, or incurred under commitments
     to lend, in each case existing on or before, the Closing Date and set forth
     on  Schedule  8.01(b)  hereto and any  extension,  renewal,  refunding  and
     refinancing  thereof;  provided that after giving effect to such extension,
     renewal,  refunding or  refinancing  the  principal  amount  thereof is not
     increased;

          (c) [Intentionally Omitted];

          (d) Indebtedness not exceeding $5,000,000 in the aggregate at any time
     or its equivalent in another currency secured by Liens permitted by Section
     8.02(d) incurred within 120 days of the acquisition or construction of such
     assets secured by such Liens;

          (e) Capitalized Lease Obligations;

          (f)  Indebtedness  of  the  Company  to  any  Subsidiary  and  of  any
     Subsidiary  to  the  Company  or  any  other  Subsidiary,   to  the  extent
     permissible under Section 8.04(f)(ii);

          (g)  Indebtedness  in respect of current  liabilities  incurred in the
     ordinary course of business on an open account basis extended in connection
     with normal purchases of goods and services;

          (h) endorsements for collection, deposit or negotiation and warranties
     of products or services,  in each case  incurred in the ordinary  course of
     business;

          (i) unsecured  contingent  obligations  arising in connection with (i)
     surety,  performance or other similar bonds obtained in the ordinary course
     of business, consistent with past practices, (ii) standby letters of credit
     issued in lieu of such bonds;  and (iii) Guaranty  Obligations  incurred in
     the ordinary course of business by the Company or any of its Subsidiaries;

          (j) Indebtedness arising from Permitted Swap Obligations;

          (k) subject to Section 2.07 hereof, Subordinated Debt; and

          (l) unsecured  Indebtedness of the Company and its  Subsidiaries in an
     aggregate principal amount not to exceed $15,000,000.

     8.02 Limitation on Liens. The Company shall not, nor shall it permit any of
its Subsidiaries to, directly or indirectly,  incur,  assume or suffer to exist,
any Lien upon any of its  property,  assets or  revenues,  whether  now owned or
hereafter acquired, except:

          (a) Liens in favor of the  Collateral  Agent on behalf of the Banks or
     the  Senior  Secured  Lenders  in  connection  with this  Agreement  or the
     Intercreditor Agreement;

          (b) Liens securing Indebtedness permitted by Section 8.01(b);

          (c) Permitted Liens;

          (d)  purchase  money Liens on assets  acquired or  constructed  by the
     Company or any of its  Subsidiaries  in the ordinary  course of business to
     secure  the  purchase  or  construction  price of such  assets or to secure
     Indebtedness  permitted by Section 8.01(d)  incurred solely for the purpose
     of financing the  acquisition or  construction of such assets to be subject
     to such Lien; provided, however, that no such Lien shall extend to or cover
     any real or personal  property  other than the assets  being so acquired or
     constructed;  provided, further, that the Indebtedness secured by such Lien
     shall not exceed the lower of the cost or fair  market  value of the assets
     encumbered by such Lien;

          (e) [Intentionally Omitted]; and

          (f)  Liens  securing  Indebtedness  not  exceeding  $5,000,000  in the
     aggregate at any time outstanding.

     8.03 Disposition of Assets.  The Company shall not, nor shall it permit any
of its  Subsidiaries to, dispose of any of its assets or enter into any sale and
leaseback agreement covering any of its fixed or capital assets; except:

          (a)  dispositions  of assets no longer used or useful in its  business
     and the sale of inventory and other assets in the ordinary  course having a
     book value not to exceed $5,000,000 in the aggregate for any fiscal year of
     the Company;

          (b) dispositions of assets permitted by Section 8.07;

          (c)  dispositions  of  assets  to a  third  party  in an  arms  length
     transaction  provided  that within 90 days of the date of such  disposition
     the net proceeds  thereof are invested in or used to acquire  assets useful
     in the  business of the Person  disposing of such  assets;  and,  provided,
     further  that the  dispositions  of such assets do not have a book value in
     excess of $5,000,000 during any fiscal year of the Company.

          (d)  intercompany  dispositions  or  transfers  of assets  between the
     Company  and  its   Subsidiaries  or  between  any  two  of  the  Company's
     Subsidiaries,  provided  that the book value of any assets  disposed  of or
     transferred  by a Borrower  Party to any Person not a Borrower  Party shall
     not exceed  $3,000,000 in the aggregate for any fiscal year of the Company;
     and

          (e)  dispositions  of other property having a book value not to exceed
     $3,000,000 in the aggregate for any fiscal year of the Company.

     8.04 Limitation on Acquisitions and Investments. The Company shall not, nor
shall it permit any of its  Subsidiaries  to, acquire or purchase any securities
or the assets or business of any other Person or make any  investment in or loan
to any other Person, except:

          (a) investments and loans existing on the Closing Date;

          (b)  investments in cash, cash  equivalents and marketable  securities
     (as defined in accordance with GAAP);

          (c)  acquisitions  of the assets or business,  or  investments  in the
     business,  of any other Person which is engaged in providing  cold storage,
     engineering, environmental,  construction and consulting services or owning
     real estate relating to the facilities of the Company and its  Subsidiaries
     and those ventures requiring equity  participation in which the services of
     the Company provide a competitive advantage to the venture in a transaction
     which is agreeable to or, in the case of a  corporation,  has been approved
     by the Board of Directors  of, such other  Person,  or of its owners in the
     case of a stock purchase;  provided,  however, that the Total Consideration
     for all such acquisitions  shall not exceed $30,000,000 in the aggregate in
     any fiscal  year of the  Company;  provided,  further,  that any such Total
     Consideration  in excess of  $5,000,000 in the aggregate in any fiscal year
     shall  consist  solely of the  issuance  of new  equity  securities  of the
     Company or its Subsidiaries;

          (d) a net noncash equity  investment not to exceed  $25,000,000 in the
     aggregate  representing  equipment  previously  purchased  for a project in
     Indonesia in connection with a Joint Venture to construct an ethylene plant
     and  related  facilities  to be located in India,  and the  deferment  of a
     portion of the purchase  price for such plant and  facilities  in an amount
     not to exceed $18,000,000 in the aggregate;

          (e)  loans  and  advances  by the  Company  and  its  Subsidiaries  to
     employees of the Company and its  Subsidiaries  for moving,  relocation and
     home  purchases  and other similar  expenses,  in each case in the ordinary
     course of business, in an aggregate principal amount not to exceed $500,000
     at any time with  respect to any  employee  and in an  aggregate  principal
     amount not to exceed  $2,000,000 at any time outstanding  during any fiscal
     year of the  company  (determined  without  regard  to any  write-downs  or
     write-offs of such loans and advances);

          (f) (i) investment and loans  consisting of Indebtedness  permitted by
     Section  8.01 and (ii)  investments  and loans by the Company to any of its
     Subsidiaries,  investments and loans by any Subsidiaries to the Company and
     investments and loans by any Subsidiaries to another  Subsidiary;  provided
     that (A) after the Closing Date the aggregate  outstanding principal amount
     of all intercompany loans and advances made by the Company and its Domestic
     Principal  Subsidiaries to non-Domestic  Principal Subsidiaries and foreign
     Subsidiaries,  after  the  Closing  Date,  shall  not  at any  time  exceed
     $3,000,000  (determined  without regard to any write-downs or write-offs of
     such  loans and  advances),  (B) other  than the  intercompany  note of The
     Nordic Group  referenced in the definition of "Company Pledged Notes," each
     item of  intercompany  Indebtedness  incurred  outside of the ordinary cash
     management practices of the Company (including the intercompany note of The
     Nordic Group referenced in the definition of "Company Pledged Notes") shall
     be evidenced by a promissory note in the form of Exhibit L hereto, (C) each
     such promissory note evidencing  intercompany  loans and advances made by a
     foreign Subsidiary or a non-Domestic Principal Subsidiary to the Company or
     a  Domestic   Principal   Subsidiary  of  the  Company  shall  contain  the
     subordination  provisions set forth in Exhibit C hereto,  and (D) each such
     promissory note evidencing intercompany Indebtedness (other than promissory
     notes  that are  held by  foreign  Subsidiaries  of the  Company)  shall be
     pledged to the Collateral Agent pursuant to the Pledge Agreements; and

          (g) acquisitions and investments  permitted by Section 8.07;  provided
     that in all cases no Default or Event of Default  has  occurred  under this
     Agreement  or will occur after  giving  effect to any such  acquisition  or
     investment.

     8.05  Business  Activities.  The  Company  shall not,  or permit any of its
Principal  Subsidiaries  to,  engage in, any business  activities  or operations
substantially   different   from  or  unrelated  to  providing   cold   storage,
engineering, environmental,  construction and consulting services or owning real
estate relating to the facilities of the Company and its Subsidiaries.

     8.06 Limitation on Capital  Expenditures.  The Company shall not, nor shall
it permit any of its Subsidiaries to, create,  assume or incur, or permit any of
its  Subsidiaries  to create,  assume or incur,  capital  expenditures;  except,
capital  expenditures  not  exceeding  in  the  aggregate  in  any  fiscal  year
$20,000,000.

     8.07 Limitations on Fundamental  Changes.  The Company shall not, nor shall
it permit any of its  Subsidiaries  to,  consummate any transaction of merger or
consolidation,  reorganize,  spin-off, liquidate, dissolve or wind up (or suffer
any  reorganization,  liquidation,  dissolution or winding up) or convey,  sell,
lease,  license  or  otherwise  dispose  of,  in  one  or a  series  of  related
transactions,  all or substantially all of the property,  assets or business the
Company and its Subsidiaries taken as a whole (a "merger"), except so long as no
Default or Event of Default  then exists or would result  therefrom,  mergers of
one or  more  Subsidiaries  of the  Company  with  and  into  the  Company  or a
Subsidiary of the Company,  provided that in the case of any merger  involving a
Borrower Party, such Borrower Party shall be the surviving corporation.

     8.08 ERISA.  The Company  shall not at any time (a) permit any Plan to: (i)
engage in any non-exempt "prohibited transaction" (as defined in Section 4975 of
the Code); (ii) fail to comply with ERISA or any other applicable Laws; or (iii)
incur any material  "accumulated  funding deficiency" (as defined in Section 302
of  ERISA);  which,  with  respect to each event  listed  above,  has a Material
Adverse Effect,  or (b) engage in a transaction could be subject to Section 4069
or 4212(c) of ERISA.

     8.09  Consolidated Net Worth. The Company shall not permit its Consolidated
Net  Worth as of the end of any  fiscal  quarter  to be less than the sum of (a)
$208,350,000 plus (b) seventy-five  percent (75%) of Consolidated Net Income for
each fiscal quarter (with no deduction for losses),  commencing  with the fiscal
quarter  ending June 30, 1999,  plus (c) one hundred  percent  (100%) of the net
proceeds  received  by the  Company  from  the  issuance  of new  Capital  Stock
subsequent to the Closing Date.

     8.10 Fixed Charge  Coverage  Ratio.  The Company shall not permit the Fixed
Charge  Coverage  Ratio as determined of the last day of any fiscal  quarter set
forth below to be less than the ratio set forth below for such date:

          Fiscal Quarter Ending                         Ratio
          ---------------------                         -----

          On or before December 31, 1999                2.00 to 1.00

          Thereafter                                    2.50 to 1.00

     8.11 Funded Debt  Coverage  Ratio.  The Company shall not permit the Funded
Debt  Coverage  Ratio as  determined  of the last day of any fiscal  quarter set
forth below to be greater than the ratio set forth below for such date:

          Fiscal Quarter Ending                         Ratio
          ---------------------                         -----

          On or before September 30, 1999               3.50 to 1.00

          Thereafter                                    3.00 to 1.00

     8.12  Transactions  with  Affiliates.  The Company shall not, and shall not
suffer  or  permit  any  Subsidiary  to,  enter  into any  transaction  with any
Affiliate  of the  Company,  except  upon  fair  and  reasonable  terms  no less
favorable  to the  Company  or such  Subsidiary  than  could  be  obtained  in a
comparable  arm's-length  transaction  with a  Person  not an  Affiliate  of the
Company or such Subsidiary.

     8.13 Use of  Proceeds.

          (a) The  Company  shall  not,  and  shall not  suffer  or  permit  any
     Subsidiary  to,  use any  portion  of the Loan  proceeds  or any  Letter of
     Credit, directly or indirectly, (i) to purchase or carry Margin Stock, (ii)
     to repay or  otherwise  refinance  indebtedness  of the  Company  or others
     incurred to purchase or carry Margin Stock,  (iii) to extend credit for the
     purpose of purchasing or carrying any Margin Stock,  or (iv) to acquire any
     security  in any  transaction  that is  subject  to Section 13 or 14 of the
     Exchange Act.

          (b) The Company shall not, directly or indirectly,  use any portion of
     the Loan  proceeds  or any  Letter  of Credit  (i)  knowingly  to  purchase
     Ineligible  Securities  from the  Arranger  during  any period in which the
     Arranger makes a market in such  Ineligible  Securities,  (ii) knowingly to
     purchase during the underwriting or placement period Ineligible  Securities
     being  underwritten or privately  placed by the Arranger,  or (iii) to make
     payments of principal or interest on Ineligible Securities  underwritten or
     privately  placed by the  Arranger  and issued by or for the benefit of the
     Company or any  Affiliate  of the  Company.  The  Arranger is a  registered
     broker-dealer  and permitted to underwrite  and deal in certain  Ineligible
     Securities;  and "Ineligible  Securities" means securities which may not be
     underwritten  or dealt in by member  banks of the  Federal  Reserve  System
     under  Section 16 of the Banking Act of 1933 (12 U.S.C.  24,  Seventh),  as
     amended.

     8.14 Joint Ventures. Except as permitted by Section 8.04, the Company shall
not,  and shall not  suffer or permit  any  Subsidiary  to enter  into any Joint
Venture, other than in the ordinary course of business.

     8.15  Restricted  Payments.  The Company shall not, and shall not suffer or
permit any Subsidiary to,  declare,  make or pay, or incur any liability to make
or pay, or cause or permit to be declared,  made or paid any Restricted Payment,
except that the Company may:

          (a) (i) declare  and make  dividend  payments  or other  distributions
     payable   solely  in  its  common  stock  or  pay  cash  dividends  to  its
     stockholders  computed on a cumulative  consolidated  basis in an aggregate
     amount  not to exceed  $8,000,000  during  any  twelve  (12)  month  period
     provided, that, immediately before and after giving effect to such proposed
     action,  no  Default  or Event of  Default  is then in  existence  or would
     otherwise arise therefrom;

               (ii) redeem or  repurchase  common  stock (or options to purchase
          such common  stock) from  officers,  employees  and  directors  of the
          Company  or any of its  Subsidiaries,  so long as the  purpose of such
          purchase is to acquire common stock to provide officers, employees and
          directors with funds to satisfy tax  liabilities of any such purchase;
          provided  that in all such cases (A) no Default or Event of Default is
          then  in  existence  or  would  otherwise  arise  therefrom,  (B)  the
          aggregate  amount of all cash paid in  respect  of all such  shares so
          redeemed or  repurchased  does not exceed  $1,000,000 in the aggregate
          during any fiscal year of the Company; and

               (iii)  notwithstanding  anything  herein  to  the  contrary,  any
          Subsidiary  of the Company may declare and make  dividend  payments to
          the Company or to any Wholly-Owned Subsidiary of the Company.

          (b) Notwithstanding anything herein to the contrary, the Company shall
     not, and shall not permit any of its Subsidiaries to:

               (i) make (a) any optional  payment or prepayment on (or deliver a
          notice  of  prepayment  under)  or  redemption   (including,   without
          limitation,  by making  payments  to a  sinking  or  analogous  fund),
          defeasance or repurchase of any Indebtedness  (other than Indebtedness
          pursuant to this  Agreement  and the  Indebtedness  listed on Schedule
          8.15(b)(i))  or (b) any  payments in  violation  of the  subordination
          provisions of any Subordinated Debt; or

               (ii) change or amend the terms of any  Subordinated  Debt (or any
          indenture or agreement in connection  therewith) if the effect of such
          amendment is to: (a) increase the interest  rate on such  Subordinated
          Debt;  (b)  change  the dates  upon which  payments  of  principal  or
          interest are due on such  Subordinated  Debt other than to extend such
          dates; (c) change any default or event of default other than to delete
          or make less  restrictive any default  provision  therein,  or add any
          covenant  with  respect  to such  Subordinated  Debt;  (d)  change the
          redemption or  prepayment  provision of such  Subordinated  Debt other
          than to extend the dates therefor or to reduce the premiums payable in
          connection  therewith;  (e) grant any security or collateral to secure
          payment of such Subordinated Debt; (f) add any guarantor  thereof,  or
          (g) change or amend any other term if such change or  amendment  would
          materially   increase  the   obligations  of  any  obligor  or  confer
          additional material rights on the holder of any Subordinated Debt in a
          manner adverse to the Company or any of its  Subsidiaries,  the Agent,
          any Bank or any Issuing Bank.

     8.16  Accounting  Changes.  The Company  shall not, and shall not suffer or
permit any Subsidiary to, make any significant change in accounting treatment or
reporting  practices,  except as required by GAAP,  or change the fiscal year of
the Company or of any Subsidiary.

     8.17  Amendments.  Without  limiting  the  generality  of any  restrictions
contained in any Contractual  Obligation  evidencing the Uncommitted  Lines, the
Company  covenants and agrees that it shall not, and shall not permit any of its
Subsidiaries  to, without the prior consent of the Agent and the Required Banks,
consent or agree to, or otherwise suffer, any amendment,  waiver or modification
of, or supplement  to any  Contractual  Obligation  evidencing  the  Uncommitted
Lines, except for modifications made in the ordinary course of business which do
not adversely affect the Agent and the Banks or increase any amounts paid by the
Company or any of its Subsidiaries thereunder.

     8.18 Collateral  Pool;  Uncommitted  Lines. The Company will not permit the
total  amount  of  Indebtedness   outstanding   under  this  Agreement  and  the
Uncommitted  Lines which is secured by the Collateral Pool at any time to exceed
$250,000,000 in the aggregate,  and the Company will not permit the Indebtedness
outstanding under the Uncommitted Lines at any time to exceed $18,000,000 in the
aggregate.


                                   ARTICLE IX

                                EVENTS OF DEFAULT

     9.01 Event of Default.  Any of the following shall  constitute an "Event of
Default":

          (a) Non-Payment. The Company fails to pay, (i) when and as required to
     be  paid  herein,  any  amount  of  principal  of any  Loan  or of any  L/C
     Obligation, (ii) within three (3) Business Days after the same becomes due,
     any interest,  fee or any other amount payable hereunder or under any other
     Loan  Document,  or (iii)  within  three (3)  Business  Days  after  demand
     therefor,  any other fee or amount  not  referenced  in clause  (ii)  above
     payable to the Agent, the Arranger, the Issuing Bank or any Bank hereunder;
     or

          (b) Representation or Warranty.  Any representation or warranty by the
     Company or any  Subsidiary  made or deemed made  herein,  in any other Loan
     Document,  or which is contained in any certificate,  document or financial
     or other  statement  by the Company,  any  Subsidiary,  or any  Responsible
     Officer,  furnished  at any time under this  Agreement,  or in or under any
     other Loan Document,  is incorrect in any material  respect on or as of the
     date made or deemed made; or

          (c) Specific Defaults.  The Company or any Subsidiary fails to perform
     or observe any term,  covenant  or  agreement  contained  in any of Section
     7.01, 7.12, or 7.13 or in Article VIII; or

          (d) Other Defaults.  The Company or any Subsidiary party thereto fails
     to  perform  or  observe  any  other  term or  covenant  contained  in this
     Agreement  or any other Loan  Document,  and such  default  shall  continue
     unremedied  for a period of fifteen  (15) days after the earlier of (i) the
     date upon which a Responsible  Officer knew or reasonably should have known
     of such failure or (ii) the date upon which written notice thereof is given
     to the Company by the Agent or any Bank; or

          (e) Cross-Default. The Company or any Subsidiary (A) fails to make any
     payment in respect of any Indebtedness having an aggregate principal amount
     (including  undrawn  committed or available  amounts and including  amounts
     owing to all creditors under any combined or syndicated credit arrangement)
     of more than $5,000,000 when due (whether by scheduled  maturity,  required
     prepayment,  acceleration, demand, or otherwise) and such failure continues
     after the  applicable  grace or notice  period,  if any,  specified  in the
     relevant  document on the date of such failure;  or (B) fails to perform or
     observe any other condition or covenant,  or any other event shall occur or
     condition  exist,  under any agreement or  instrument  relating to any such
     Indebtedness,  and such failure  continues  after the  applicable  grace or
     notice period,  if any,  specified in the relevant  document on the date of
     such failure if the effect of such failure, event or condition is to cause,
     or to permit the holder or holders of such  Indebtedness  or beneficiary or
     beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
     holder  or  holders  or  beneficiary  or   beneficiaries)   to  cause  such
     Indebtedness  to be  declared  to be due and  payable  prior to its  stated
     maturity, or cash collateral in respect thereof to be demanded; or

          (f) Insolvency;  Voluntary Proceedings.  The Company or any Subsidiary
     (i) ceases or fails to be solvent,  or generally fails to pay, or admits in
     writing its  inability  to pay,  its debts as they  become due,  subject to
     applicable grace periods,  if any, whether at stated maturity or otherwise;
     (ii)  voluntarily  ceases to conduct its business in the  ordinary  course;
     (iii) commences any Insolvency  Proceeding with respect to itself;  or (iv)
     takes any action to effectuate or authorize any of the foregoing; or

          (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding
     is commenced or filed against the Company or any  Subsidiary,  or any writ,
     judgment, warrant of attachment, execution or similar process, is issued or
     levied  against a  substantial  part of the  Company's or any  Subsidiary's
     properties,  and any such proceeding or petition shall not be dismissed, or
     such writ,  judgment,  warrant of attachment,  execution or similar process
     shall not be released, vacated or fully bonded within sixty (60) days after
     commencement, filing or levy; (ii) the Company or any Subsidiary admits the
     material allegations of a petition against it in any Insolvency Proceeding,
     or an order for relief (or similar order under non-U.S.  law) is ordered in
     any  Insolvency  Proceeding;   or  (iii)  the  Company  or  any  Subsidiary
     acquiesces  in  the   appointment  of  a  receiver,   trustee,   custodian,
     conservator,  liquidator,  mortgagee in possession (or agent therefor),  or
     other similar Person for itself or a substantial portion of its property or
     business; or

          (h) ERISA.  (i) An ERISA Event  shall occur with  respect to a Pension
     Plan or  Multiemployer  Plan  which has  resulted  or could  reasonably  be
     expected to result in liability  of the Company  under Title IV of ERISA to
     the Pension Plan,  Multiemployer Plan or the PBGC in an aggregate amount in
     excess of $5,000,000 or (ii) the Company or any ERISA  Affiliate shall fail
     to pay when due, after the expiration of any applicable  grace period,  any
     installment payment with respect to its withdrawal  liability under Section
     4201 of ERISA under a Multiemployer  Plan in an aggregate  amount in excess
     of $5,000,000; or

          (i)   Monetary  Judgments.   One  or  more  final  (non-interlocutory)
     judgments,  orders,  decrees or arbitration  awards is entered  against the
     Company or any  Subsidiary  involving in the  aggregate a liability (to the
     extent not covered by  independent  third-party  insurance  as to which the
     insurer does not dispute  coverage)  as to any single or related  series of
     transactions,  incidents or conditions, of $5,000,000 or more, and the same
     shall remain  unvacated and unstayed  pending appeal for a period of thirty
     (30) days after the entry thereof; or

          (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree
     is  entered  against  the  Company  or any  Subsidiary  which does or would
     reasonably be expected to have a Material  Adverse Effect,  and there shall
     be any  period of  thirty  (30)  consecutive  days  during  which a stay of
     enforcement  of such  judgment or order,  by reason of a pending  appeal or
     otherwise, shall not be in effect; or

          (k) Change of Control. There occurs any Change of Control; or

          (l) Guarantor Defaults. Any Guarantor fails in any material respect to
     perform or observe any term, covenant or agreement in the Guaranty;  or the
     Guaranty  is for any reason  partially  (including  with  respect to future
     advances) or wholly revoked or  invalidated,  or otherwise  ceases to be in
     full force and effect, or any Guarantor or any other Person contests in any
     manner the  validity  or  enforceability  thereof or denies that it has any
     further  liability  or  obligation  thereunder;  or any event  described at
     Sections (f) or (g) of this Section  occurs with respect to any  Guarantor;
     or

          (m)  Invalidity  of  Subordination   Provisions.   The   subordination
     provisions of any agreement or instrument  governing any Subordinated  Debt
     is for any reason revoked or invalidated,  or otherwise cease to be in full
     force and effect,  or the  Company,  any of its  Subsidiaries  or any other
     Person  contests in any manner the  validity or  enforceability  thereof or
     denies that it has any further liability or obligation  thereunder,  or the
     Indebtedness  hereunder is for any reason subordinated or does not have the
     priority contemplated by this Agreement or the Subordination Agreement, the
     Subordinated Debt or such subordination provisions.; or

          (n)  Collateral.  Any Collateral  Document shall for any reason (other
     than  pursuant  to the  terms  thereof)  cease to  create a valid  security
     interest in the Collateral purported to be covered thereby or such security
     interest  shall for any reason cease to be a perfected  and first  priority
     security interest subject only to Permitted Liens; or

          (o) Enforceability of Loan Documents.  Any Loan Document,  at any time
     after  its  execution  and  delivery  and for any  reason  other  than  the
     agreement or action (or omission to act) of the Agent,  the Issuing Bank or
     the Banks, or  satisfaction in full of all the Obligations  ceases to be in
     full force and effect or is declared by a court of  competent  jurisdiction
     to be null and void,  invalid or unenforceable in any material respect;  or
     any  Borrower  Party  thereto  denies in writing that it has any or further
     liability or  obligation  under any Loan  Document,  or purports to revoke,
     terminate or rescind same.

     9.02  Remedies.  If any Event of Default  occurs,  the Agent shall,  at the
request of, or may, with the consent of, the Majority Banks,

          (a)  declare  the  commitment  of  each  Bank to  make  Loans  and any
     obligation  of  the  Issuing  Banks  to  Issue  Letters  of  Credit  to  be
     terminated, whereupon such commitments and obligation shall be terminated;

          (b) declare the unpaid principal amount of all outstanding  Loans, all
     interest accrued and unpaid thereon, and all other amounts owing or payable
     hereunder  or under any  other  Loan  Document  to be  immediately  due and
     payable, without presentment,  demand, protest or other notice of any kind,
     all of which are hereby expressly waived by the Company; and

          (c)  demand  that the  Company  immediately  provide to the Agent cash
     collateral for the full amount of each  outstanding  Letter of Credit,  and
     the  Company  agrees  to  immediately  provide  such  cash  collateral  and
     acknowledges  and  agrees  that the Agent  and the Banks  would not have an
     adequate  remedy at law for failure by the Company to honor any such demand
     and that the Agent  and the  Banks  shall  have the  right to  require  the
     Company to specifically  perform such undertaking  whether or not any draws
     have been made under the Letters of Credit; and

          (d) exercise and enforce on behalf of itself and the Banks any and all
     rights and remedies  available to it and the Banks under the Loan Documents
     or applicable law; provided, however, that upon the occurrence of any event
     specified  in Section (f) or (g) of Section 9.01 (in the case of clause (i)
     of Section (g) upon the expiration of the 60-day period mentioned therein),
     the obligation of each Bank to make Loans and any obligation of the Issuing
     Bank to Issue  Letters  of Credit  shall  automatically  terminate  and the
     unpaid principal amount of all outstanding Loans and all interest and other
     amounts as aforesaid  shall  automatically  become due and payable  without
     further act of the Agent, the Issuing Bank or any Bank.

     9.03 Rights Not  Exclusive.  The rights  provided for in this Agreement and
the other Loan  Documents  are  cumulative  and are not  exclusive  of any other
rights,  powers,  privileges or remedies  provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.


                                    ARTICLE X

                                    THE AGENT

     10.01  Appointment  and  Authorization;   "Agent".

          (a) Each Bank hereby irrevocably  (subject to Section 10.09) appoints,
     designates and authorizes the Agent to take such action on its behalf under
     the  provisions  of this  Agreement  and each  other Loan  Document  and to
     exercise such powers and perform such duties as are expressly  delegated to
     it by the terms of this Agreement or any other Loan Document, together with
     such  powers as are  reasonably  incidental  thereto.  Notwithstanding  any
     provision to the contrary  contained  elsewhere in this Agreement or in any
     other   Loan   Document,   the  Agent   shall   not  have  any   duties  or
     responsibilities,  except those  expressly set forth herein,  nor shall the
     Agent have or be deemed to have any fiduciary  relationship  with any Bank,
     and no implied covenants, functions, responsibilities,  duties, obligations
     or liabilities shall be read into this Agreement or any other Loan Document
     or otherwise  exist against the Agent.  Without  limiting the generality of
     the foregoing sentence,  the use of the term "agent" in this Agreement with
     reference  to the Agent is not  intended to connote any  fiduciary or other
     implied (or  express)  obligations  arising  under  agency  doctrine of any
     applicable  law.  Instead,  such term is used  merely as a matter of market
     custom,  and is  intended  to  create  or  reflect  only an  administrative
     relationship between independent contracting parties.

          (b) Each Issuing Bank shall act on behalf of the Banks with respect to
     any Letters of Credit Issued by it and the documents  associated  therewith
     until  such  time and  except  for so long as the  Agent  may  agree at the
     request of the  Majority  Banks to act for such  Issuing  Bank with respect
     thereto;  provided,  however,  that each Issuing Bank shall have all of the
     benefits  and  immunities  (i) provided to the Agent in this Article X with
     respect to any acts taken or  omissions  suffered by such  Issuing  Bank in
     connection  with Letters of Credit Issued by it or proposed to be Issued by
     it and the application  and agreements for letters of credit  pertaining to
     the  Letters  of  Credit as fully as if the term  "Agent",  as used in this
     Article  X,  included  each  Issuing  Bank  with  respect  to such  acts or
     omissions, and (ii) as additionally provided in this Agreement with respect
     to each Issuing Bank.

     10.02  Delegation of Duties.  The Agent may execute any of its duties under
this  Agreement or any other Loan  Document by or through  agents,  employees or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining to such duties.  The Agent shall not be responsible  for the
negligence or misconduct of any agent or  attorney-in-fact  that it selects with
reasonable care.

     10.03 Liability of Agent.  None of the  Agent-Related  Persons shall (i) be
liable  for any  action  taken or omitted to be taken by any of them under or in
connection  with this  Agreement or any other Loan Document or the  transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be  responsible  in any  manner  to any of the  Banks  for any  recital,
statement,  representation  or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document,  or in any certificate,  report,  statement or other
document  referred to or  provided  for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document,  or for the value of
any Collateral, or the validity, effectiveness,  genuineness,  enforceability or
sufficiency of this Agreement or any other Loan Document,  or for any failure of
the Company or any other party to any Loan  Document to perform its  obligations
hereunder or thereunder.  No Agent-Related  Person shall be under any obligation
to any Bank to ascertain or to inquire as to the  observance or  performance  of
any of the  agreements  contained  in, or conditions  of, this  Agreement or any
other Loan  Document,  or to  inspect  the  properties,  books or records of the
Company or any of the Company's Subsidiaries or Affiliates.

     10.04 Reliance by Agent.

          (a) The Agent shall be entitled to rely, and shall be fully  protected
     in relying, upon any writing,  resolution,  notice,  consent,  certificate,
     affidavit,  letter,  telegram,   facsimile,  telex  or  telephone  message,
     statement or other  document or  conversation  believed by it to be genuine
     and correct and to have been signed,  sent or made by the proper  Person or
     Persons, and upon advice and statements of legal counsel (including counsel
     to the Company),  independent accountants and other experts selected by the
     Agent.  The Agent shall be fully  justified  in failing or refusing to take
     any action under this Agreement or any other Loan Document  unless it shall
     first receive such advice or  concurrence of the Majority Banks as it deems
     appropriate  and, if it so requests,  it shall first be  indemnified to its
     satisfaction  by the Banks  against any and all liability and expense which
     may be  incurred by it by reason of taking or  continuing  to take any such
     action.  The Agent shall in all cases be fully  protected in acting,  or in
     refraining from acting,  under this Agreement or any other Loan Document in
     accordance with a request or consent of the Majority Banks and such request
     and any action  taken or failure to act pursuant  thereto  shall be binding
     upon all of the Banks.

          (b)  For  purposes  of  determining  compliance  with  the  conditions
     specified in Section 5.01, each Bank that has executed this Agreement shall
     be deemed to have  consented  to,  approved or accepted or to be  satisfied
     with,  each  document or other matter either sent by the Agent to such Bank
     for consent, approval,  acceptance or satisfaction,  or required thereunder
     to be  consented to or approved by or  acceptable  or  satisfactory  to the
     Bank.

     10.05 Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of  principal,  interest and fees required to be paid
to the Agent for the account of the Banks,  unless the Agent shall have received
written  notice  from a  Bank  or  the  Company  referring  to  this  Agreement,
describing  such  Default or Event of Default and stating  that such notice is a
"notice of default".  The Agent will notify the Banks of its receipt of any such
notice.  The Agent shall take such action with  respect to such Default or Event
of Default as may be requested by the Majority Banks in accordance  with Article
IX;  provided,  however,  that unless and until the Agent has  received any such
request,  the Agent may (but shall not be  obligated  to) take such  action,  or
refrain  from  taking  such  action,  with  respect to such  Default or Event of
Default as it shall deem advisable or in the best interest of the Banks.

     10.06  Credit   Decision.   Each  Bank   acknowledges   that  none  of  the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter  taken,  including any review of the affairs of the
Company and its Subsidiaries,  shall be deemed to constitute any  representation
or warranty by any Agent-Related Person to any Bank. Each Bank represents to the
Agent that it has,  independently  and without  reliance upon any  Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made  its own  appraisal  of and  investigation  into the  business,  prospects,
operations,  property, financial and other condition and creditworthiness of the
Company and its  Subsidiaries,  and all applicable bank regulatory laws relating
to the transactions contemplated hereby, and made its own decision to enter into
this  Agreement  and to extend credit to the Company  hereunder.  Each Bank also
represents  that  it  will,   independently   and  without   reliance  upon  any
Agent-Related  Person and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents,  and to make such investigations as it deems necessary
to inform itself as to the business, prospects,  operations, property, financial
and other  condition and  creditworthiness  of the Company.  Except for notices,
reports and other  documents  expressly  herein  required to be furnished to the
Banks by the  Agent,  the  Agent  shall not have any duty or  responsibility  to
provide any Bank with any credit or other  information  concerning the business,
prospects,    operations,   property,   financial   and   other   condition   or
creditworthiness of the Company which may come into the possession of any of the
Agent-Related Persons.

     10.07   Indemnification   of  Agent.   Whether  or  not  the   transactions
contemplated  hereby are consummated,  the Banks shall indemnify upon demand the
Agent-Related  Persons  (to the  extent  not  reimbursed  by or on behalf of the
Company and without  limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; provided, however, that no
Bank shall be liable for the payment to the Agent-Related Persons of any portion
of such Indemnified Liabilities resulting from such Person's gross negligence or
willful  misconduct.  Without  limitation  of the  foregoing,  each  Bank  shall
reimburse  the  Agent  upon  demand  for  its  ratable  share  of any  costs  or
out-of-pocket  expenses  (including  Attorney  Costs)  incurred  by the Agent in
connection   with  the   preparation,   execution,   delivery,   administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated  by or  referred  to herein,  to the  extent  that the Agent is not
reimbursed for such expenses by or on behalf of the Company.  The undertaking in
this Section  shall  survive the payment of all  Obligations  hereunder  and the
resignation or replacement of the Agent.

     10.08 Agent in Individual Capacity.  Bank of America and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking,  trust,
financial  advisory,  underwriting  or other  business  with the Company and its
Subsidiaries  and  Affiliates as though Bank of America were not the Agent or an
Issuing Bank hereunder and without notice to or consent of the Banks.  The Banks
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may  receive  information  regarding  the Company or its  Affiliates  (including
information that may be subject to  confidentiality  obligations in favor of the
Company or any of its  Subsidiaries  and Affiliates)  and  acknowledge  that the
Agent shall be under no obligation  to provide such  information  to them.  With
respect to its  Loans,  Bank of  America  shall have the same  rights and powers
under this  Agreement  as any other Bank and may  exercise the same as though it
were not the Agent or an Issuing Bank.

     10.09  Successor  Agent.  The Agent may, and at the request of the Majority
Banks shall,  resign as Agent upon thirty (30) days' notice to the Banks. If the
Agent resigns under this Agreement,  the Majority Banks shall appoint from among
the Banks a  successor  agent for the  Banks,  which  successor  agent  shall be
approved by the Company (which approval shall not be unreasonably  withheld). If
no successor  agent is appointed  prior to the effective date of the resignation
of the Agent,  the Agent may appoint,  after  consulting  with the Banks and the
Company,  a successor  agent from among the Banks.  Upon the  acceptance  of its
appointment as successor agent hereunder,  such successor agent shall succeed to
all the rights,  powers and duties of the  retiring  Agent and the term  "Agent"
shall mean such successor agent and the retiring Agent's appointment, powers and
duties as Agent shall be  terminated.  After any  retiring  Agent's  resignation
hereunder as Agent,  the  provisions  of this  Article X and Sections  11.04 and
11.05 shall inure to its benefit as to any actions  taken or omitted to be taken
by it while it was  Agent  under  this  Agreement.  If no  successor  agent  has
accepted  appointment as Agent by the date which is 30 days following a retiring
Agent's  notice  of  resignation,   the  retiring  Agent's   resignation   shall
nevertheless  thereupon  become effective and the Banks shall perform all of the
duties of the Agent  hereunder  until such time,  if any, as the Majority  Banks
appoint a successor agent as provided for above.  Notwithstanding the foregoing,
however,  Bank of America  may not be removed as the Agent at the request of the
Majority Banks unless Bank of America shall also  simultaneously  be replaced as
an Issuing  Bank  hereunder  pursuant  to  documentation  in form and  substance
reasonably satisfactory to Bank of America.

     10.10  Withholding  Tax.

          (a) If any  Bank is a  "foreign  corporation,  partnership  or  trust"
     within the meaning of the Code and such Bank claims  exemption  from,  or a
     reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code,
     such Bank agrees with and in favor of the Agent, to deliver to the Agent:

               (i) if such Bank claims an  exemption  from,  or a reduction  of,
          withholding  tax  under a  United  States  tax  treaty,  two  properly
          completed  and executed  copies of IRS Form 1001 before the payment of
          any interest in the first  calendar year and before the payment of any
          interest in each third succeeding  calendar year during which interest
          may be paid under this Agreement;

               (ii) if such Bank claims that interest paid under this  Agreement
          is exempt from United States withholding tax because it is effectively
          connected  with a United  States  trade or business of such Bank,  two
          properly  completed  and  executed  copies of IRS Form 4224 before the
          payment of any interest is due in the first  taxable year of such Bank
          and in each succeeding taxable year of such Bank during which interest
          may be paid under this Agreement; and

               (iii) such other form or forms as may be required  under the Code
          or other laws of the United  States as a condition to exemption  from,
          or reduction of, United States withholding tax.

          Such  Bank  agrees  to  promptly  notify  the  Agent of any  change in
     circumstances which would modify or render invalid any claimed exemption or
     reduction.

          (b) If any Bank claims  exemption  from, or reduction of,  withholding
     tax under a United  States tax treaty by  providing  IRS Form 1001 and such
     Bank sells, assigns,  grants a participation in, or otherwise transfers all
     or part of the Obligations of the Company to such Bank, such Bank agrees to
     notify  the Agent of the  percentage  amount  in which it is no longer  the
     beneficial  owner of Obligations of the Company to such Bank. To the extent
     of such percentage  amount,  the Agent will treat such Bank's IRS Form 1001
     as no longer valid.

          (c) If any Bank claiming  exemption from United States withholding tax
     by  filing  IRS  Form  4224  with  the  Agent  sells,  assigns,   grants  a
     participation in, or otherwise  transfers all or part of the Obligations of
     the Company to such Bank, such Bank agrees to undertake sole responsibility
     for complying with the  withholding  tax  requirements  imposed by Sections
     1441 and 1442 of the Code.

          (d)  If  any  Bank  is  entitled  to a  reduction  in  the  applicable
     withholding  tax, the Agent may withhold from any interest  payment to such
     Bank an amount  equivalent to the applicable  withholding  tax after taking
     into account such reduction.  However,  if the forms or other documentation
     required by Section (a) of this  Section  are not  delivered  to the Agent,
     then the Agent may  withhold  from any  interest  payment  to such Bank not
     providing  such forms or other  documentation  an amount  equivalent to the
     applicable  withholding  tax imposed by Sections 1441 and 1442 of the Code,
     without reduction.

          (e) If the  IRS or any  other  Governmental  Authority  of the  United
     States  or  other  jurisdiction  asserts  a claim  that the  Agent  did not
     properly  withhold  tax from amounts paid to or for the account of any Bank
     (because  the  appropriate  form  was not  delivered  or was  not  properly
     executed,  or because  such Bank  failed to notify the Agent of a change in
     circumstances   which  rendered  the  exemption   from,  or  reduction  of,
     withholding  tax  ineffective,  or for any other  reason)  such Bank  shall
     indemnify the Agent fully for all amounts paid, directly or indirectly,  by
     the  Agent as tax or  otherwise,  including  penalties  and  interest,  and
     including any taxes imposed by any  jurisdiction  on the amounts payable to
     the  Agent  under  this  Section,  together  with all  costs  and  expenses
     (including  Attorney Costs). The obligation of the Banks under this Section
     shall  survive  the  payment  of all  Obligations  and the  resignation  or
     replacement of the Agent.

     10.11  Co-Agents.  None  of the  Banks  identified  on the  facing  page or
signature pages of this Agreement as a "co-agent"  shall have any right,  power,
obligation,  liability,  responsibility  or duty under this Agreement other than
those applicable to all Banks as such.  Without limiting the foregoing,  none of
the Banks so  identified  as a  "co-agent"  shall  have or be deemed to have any
fiduciary  relationship  with any Bank. Each Bank  acknowledges  that it has not
relied,  and will not rely,  on any of the Banks so  identified  in  deciding to
enter into this Agreement or in taking or not taking action hereunder.


                                   ARTICLE XI

                                  MISCELLANEOUS

     11.01  Amendments  and Waivers.  No amendment or waiver of any provision of
this  Agreement or any other Loan  Document,  and no consent with respect to any
departure  by any  Company  or any  applicable  Subsidiary  therefrom,  shall be
effective  unless the same shall be in writing and signed by the Majority  Banks
(or by the Agent at the written  request of the Majority  Banks) and the Company
and  acknowledged  by the Agent,  and then any such  waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given;  provided,  however,  that no such waiver,  amendment,  or consent shall,
unless in writing and signed by all the Banks and the  Company and  acknowledged
by the Agent, do any of the following:

          (a) increase or extend the  Commitment  of any Bank (or  reinstate any
     Commitment  terminated  pursuant to Section 2.05 or Section 2.07);  (except
     for any increase of the Combined Commitments of up to $15,000,000,  subject
     to the prior  approval  of the Agent and the  Arranger  pursuant to Section
     4.10);

          (b)  postpone or delay any date fixed by this  Agreement  or any other
     Loan Document for any payment of principal, interest, fees or other amounts
     due to the  Banks  (or any of them)  hereunder  or  under  any  other  Loan
     Document,   including,   without  limitation,   any  mandatory  prepayments
     contemplated by Section 2.07;

          (c) reduce the principal of, or the rate of interest  specified herein
     on any Loan,  or (subject to clause (iii) below) any fees or other  amounts
     payable hereunder or under any other Loan Document;

          (d) change the percentage of the Commitments (except for any change in
     the  percentage  of the  Commitments  resulting  from the  increase  of the
     Combined  Commitments of up to $15,000,000  pursuant to Section 4.10) or of
     the aggregate  unpaid  principal  amount of the Loans which is required for
     the Banks or any of them to take any action hereunder; or

          (e) amend this Section,  Section 2.14 or Section 8.03 or any provision
     herein providing for consent or other action by all Banks; or

          (f) discharge any Guarantor,  or release all or  substantially  all of
     the  Collateral  except as  otherwise  may be  provided  in the  Collateral
     Documents,  or except  where the  consent  of the  Majority  Banks  only is
     specifically  provided for; and, provided  further,  that (i) no amendment,
     waiver or consent  shall,  unless in writing and signed by the Issuing Bank
     in addition  to the  Majority  Banks or all the Banks,  as the case may be,
     affect the rights or duties of the Issuing Bank under this Agreement or any
     L/C-Related  Document  relating  to any  Letter of  Credit  Issued or to be
     Issued by it, (ii) no amendment, waiver or consent shall, unless in writing
     and signed by the Agent in addition to the Majority Banks or all the Banks,
     as the case may be,  affect  the  rights or duties of the Agent  under this
     Agreement  or any other  Loan  Document,  and (iii) the Fee  Letter  may be
     amended,  or rights or privileges  thereunder waived, in a writing executed
     by the parties thereto.

     11.02 Notices.

          (a) All  notices,  requests,  consents,  approvals,  waivers and other
     communications shall be in writing (including, unless the context expressly
     otherwise  provides,  by facsimile  transmission,  provided that any matter
     transmitted by the Company by facsimile (i) shall be immediately  confirmed
     by a telephone  call to the  recipient at the number  specified on Schedule
     11.02,  and (ii) shall be  followed  promptly  by  delivery  of a hard copy
     original  thereof)  and  mailed,  faxed or  delivered,  to the  address  or
     facsimile  number  specified for notices on Schedule 11.02; or, as directed
     to the Company or the Agent,  to such other  address as shall be designated
     by such party in a written notice to the other parties,  and as directed to
     any other party, at such other address as shall be designated by such party
     in a written notice to the Company and the Agent.

          (b)  All  such  notices,   requests  and  communications  shall,  when
     transmitted by overnight  delivery,  or faxed,  be effective when delivered
     for  overnight  (next-day)  delivery,  or  transmitted  in legible  form by
     facsimile machine,  respectively, or if mailed, upon the third Business Day
     after  the date  deposited  into  the  U.S.  mail,  or if  delivered,  upon
     delivery; except that notices pursuant to Article II, III or X to the Agent
     shall not be effective  until actually  received by the Agent,  and notices
     pursuant to Article III to the Issuing  Bank shall not be  effective  until
     actually  received by the Issuing  Bank at the  address  specified  for any
     "Issuing Bank" on Schedule 11.02.

          (c) Any agreement of the Agent and the Banks herein to receive certain
     notices by telephone or facsimile is solely for the  convenience and at the
     request of the  Company.  The Agent and the Banks shall be entitled to rely
     on the authority of any Person  purporting to be a Person authorized by the
     Company to give such  notice and the Agent and the Banks shall not have any
     liability  to the Company or other Person on account of any action taken or
     not taken by the Agent or the Banks in  reliance  upon such  telephonic  or
     facsimile notice.  The obligation of the Company to repay the Loans and L/C
     Obligations  shall  not be  affected  in any  way or to any  extent  by any
     failure by the Agent and the Banks to receive  written  confirmation of any
     telephonic or facsimile notice or the receipt by the Agent and the Banks of
     a confirmation  which is at variance with the terms understood by the Agent
     and the Banks to be contained in the telephonic or facsimile notice.

     11.03 No Waiver;  Cumulative Remedies.  No failure to exercise and no delay
in exercising, on the part of the Agent or any Bank, any right, remedy, power or
privilege hereunder,  shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further  exercise  thereof or the exercise of any other right,  remedy,
power or privilege.

     11.04 Costs and Expenses. The Company shall:

          (a)  whether  or  not  the   transactions   contemplated   hereby  are
     consummated, pay or reimburse Bank of America (including in its capacity as
     Agent and Issuing  Bank),  and the Arranger  within five (5) Business  Days
     after demand (subject to Section 5.01(f)) for all reasonable and documented
     costs and expenses  incurred by Bank of America  (including in its capacity
     as Agent  and  Issuing  Bank),  and the  Arranger  in  connection  with the
     development,  preparation,  delivery,  administration and execution of, and
     any amendment, supplement, waiver or modification to (in each case, whether
     or not  consummated),  this  Agreement,  any Loan  Document  and any  other
     documents   prepared  in  connection   herewith  or   therewith,   and  the
     consummation of the transactions contemplated hereby and thereby, including
     Attorney  Costs  incurred by Bank of America  (including in its capacity as
     Agent and an Issuing Bank) with respect thereto; and

          (b) pay or reimburse  the Agent,  the  Arranger,  the Issuing Bank and
     each Bank within five (5) Business  Days after  demand  (subject to Section
     5.01(f)) for all costs and expenses  (including Attorney Costs) incurred by
     them  in  connection  with  the  enforcement,   attempted  enforcement,  or
     preservation  of any rights or remedies  under this  Agreement or any other
     Loan  Document  during  the  existence  of an  Event  of  Default  or after
     acceleration  of the Loans  (including in connection  with any "workout" or
     restructuring   regarding  the  Loans,  and  including  in  any  Insolvency
     Proceeding or appellate proceeding).

     11.05 Company Indemnification. Whether or not the transactions contemplated
hereby  are  consummated,  the  Company  shall  indemnify,  defend  and hold the
Agent-Related  Persons,  and  each  Bank and  each of its  respective  officers,
directors,   employees,   counsel,   agents  and  attorneys-in-fact   (each,  an
"Indemnified  Person")  harmless  from  and  against  any and  all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
charges,  expenses and disbursements  (including  Attorney Costs) of any kind or
nature  whatsoever  which  may at any  time  (including  at any  time  following
repayment  of the  Loans,  the  termination  of the  Letters  of Credit  and the
termination, resignation or replacement of the Agent or replacement of any Bank)
be imposed  on,  incurred  by or  asserted  against  any such  Person in any way
relating to or arising out of this Agreement or any document  contemplated by or
referred to herein, or the transactions contemplated hereby, or any action taken
or omitted by any such Person under or in connection  with any of the foregoing,
including with respect to any investigation, litigation or proceeding (including
any Insolvency  Proceeding or appellate proceeding) related to or arising out of
this  Agreement,  the Loans or  Letters  of  Credit  or the use of the  proceeds
thereof  or  related to or arising  out of any  Offshore  Currency  transactions
entered into in connection herewith,  whether or not any Indemnified Person is a
party thereto (all the foregoing,  collectively, the "Indemnified Liabilities");
provided, that the Company shall have no obligation hereunder to any Indemnified
Person with respect to Indemnified  Liabilities  resulting solely from the gross
negligence or willful  misconduct of such Indemnified  Person. The agreements in
this Section shall survive payment of all other Obligations.

     11.06 Payments Set Aside. To the extent that the Company makes a payment to
the  Agent or the  Banks,  or the  Agent or the Banks  exercise  their  right of
set-off,  and such  payment or the  proceeds of such set-off or any part thereof
are subsequently  invalidated,  declared to be fraudulent or  preferential,  set
aside or required  (including  pursuant to any  settlement  entered  into by the
Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any Insolvency Proceeding or otherwise, then (a)
to the  extent  of such  recovery  the  obligation  or part  thereof  originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not  occurred,  and (b)
each Bank severally agrees to pay to the Agent upon demand its pro rata share of
any amount so recovered from or repaid by the Agent.

     11.07  Successors and Assigns.  The  provisions of this Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and assigns,  except that the Company may not assign or transfer any
of its rights or  obligations  under this  Agreement  without the prior  written
consent of the Agent and each Bank.

     11.08 Assignments,  Participations, etc. (a) Any Bank may, with the written
consent of the  Company  (at all times  other than  during  the  existence  of a
Default  or an Event of  Default)  and the Agent  and the  Issuing  Bank,  which
consents shall not be unreasonably  withheld, at any time assign and delegate to
one or more Eligible Assignees (provided that no written consent of the Company,
the  Agent  or the  Issuing  Bank  shall  be  required  in  connection  with any
assignment and delegation by a Bank to an Eligible Assignee that is a Bank or an
Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of
the  Loans,  the  Commitments,  the L/C  Obligations  and the other  rights  and
obligations  of such Bank  hereunder,  in a minimum  amount of $5,000,000 and so
long as, after giving effect thereto,  the Bank's remaining Commitment is either
(i) equal to or greater than $5,000,000 or (ii) zero;  provided,  however,  that
the Company and the Agent may  continue  to deal solely and  directly  with such
Bank in  connection  with the  interest so  assigned  to an  Assignee  until (X)
written notice of such assignment, together with payment instructions, addresses
and related  information with respect to the Assignee,  shall have been given to
the Company and the Agent by such Bank and the  Assignee;  (Y) such Bank and its
Assignee  shall have  delivered to the Company and the Agent an  Assignment  and
Acceptance in the form of Exhibit J ("Assignment and Acceptance")  together with
any  Note or Notes  subject  to such  assignment  and (Z) the  assignor  Bank or
Assignee  has  paid to the  Agent  a  processing  fee in the  amount  of  $3,500
(including,  but not  limited  to, with  respect to an  assignment  by a Bank to
another Bank).

          (b) From and after the date that the Agent  notifies the assignor Bank
     that it has received (and provided its consent with respect to) an executed
     Assignment and Acceptance  and payment of the  above-referenced  processing
     fee, (i) the Assignee thereunder shall be a party hereto and, to the extent
     that rights and obligations  hereunder have been assigned to it pursuant to
     such Assignment and Acceptance,  shall have the rights and obligations of a
     Bank under the Loan  Documents,  and (ii) the assignor  Bank shall,  to the
     extent  that  rights  and  obligations  hereunder  and under the other Loan
     Documents  have  been  assigned  by it  pursuant  to  such  Assignment  and
     Acceptance,  relinquish  its rights and be  released  from its  obligations
     under the Loan Documents.

          (c) Within five (5)  Business  Days after its receipt of notice by the
     Agent that it has  received  an  executed  Assignment  and  Acceptance  and
     payment of the  processing  fee,  (and  provided  that it  consents to such
     assignment in accordance with Section 11.08(a)),  the Company shall execute
     and deliver to the Agent,  new Notes  evidencing such  Assignee's  assigned
     Loans and  Commitment  and, if the assignor  Bank has retained a portion of
     its Loans and its Commitment,  replacement Notes in the principal amount of
     the Loans  retained by the assignor Bank (such Notes to be in exchange for,
     but not in payment of, the Notes held by such Bank).  Immediately upon each
     Assignee's  making its  processing  fee payment  under the  Assignment  and
     Acceptance, this Agreement shall be deemed to be amended to the extent, but
     only to the extent,  necessary  to reflect the addition of the Assignee and
     the  resulting  adjustment  of  the  Commitments  arising  therefrom.   The
     Commitment  allocated to each Assignee shall reduce such Commitments of the
     assigning Bank pro tanto.

          (d) Any Bank may at any time sell to one or more  commercial  banks or
     other Persons not Affiliates of the Company (a "Participant") participating
     interests in any Loans,  the Commitment of that Bank,  the L/C  Obligations
     and the other interests of that Bank (the "originating Bank") hereunder and
     under the other Loan Documents in a minimum amount of $5,000,000; provided,
     however,  that (i) the originating  Bank's obligations under this Agreement
     shall remain  unchanged,  (ii) the  originating  Bank shall  remain  solely
     responsible for the performance of such obligations, (iii) the Company, the
     Issuing Bank and the Agent shall  continue to deal solely and directly with
     the originating  Bank in connection with the originating  Bank's rights and
     obligations under this Agreement and the other Loan Documents,  and (iv) no
     Bank shall  transfer or grant any  participating  interest  under which the
     Participant  has  rights to approve  any  amendment  to, or any  consent or
     waiver with respect to, this Agreement or any other Loan  Document,  except
     to the extent such  amendment,  consent or waiver would  require  unanimous
     consent of the Banks as described in the first proviso to Section 11.01. In
     the case of any such  participation,  the Participant  shall be entitled to
     the benefit of Sections 4.01,  4.03 and 11.05 as though it were also a Bank
     hereunder,  and if amounts  outstanding  under this  Agreement  are due and
     unpaid,  or shall have been  declared  or shall have become due and payable
     upon the  occurrence  of an Event of  Default,  each  Participant  shall be
     deemed  to have the  right  of  set-off  in  respect  of its  participating
     interest in amounts owing under this Agreement to the same extent as if the
     amount of its  participating  interest were owing  directly to it as a Bank
     under this Agreement. Each Bank shall promptly notify each of the Agent and
     the Company of any such participation hereunder,  including the name of any
     Participant.

          (e)  Notwithstanding  any other provision in this Agreement,  any Bank
     may at any time  create a  security  interest  in,  or  pledge,  all or any
     portion of its rights  under and  interest in this  Agreement  and the Note
     held  by it in  favor  of any  Federal  Reserve  Bank  in  accordance  with
     Regulation A of the FRB or U.S. Treasury Regulation 31 CFR 203.14, and such
     Federal  Reserve Bank may enforce  such pledge or security  interest in any
     manner permitted under applicable law.

     11.09 Confidentiality. Each Bank agrees to take and to cause its Affiliates
to take normal and reasonable  precautions and exercise due care to maintain the
confidentiality  of all information  identified as "confidential" or "secret" by
the Company and provided to it by the Company or any of its Subsidiaries,  or by
the Agent on the Company's or such Subsidiaries' behalf, under this Agreement or
any other Loan Document,  and neither it nor any of its Affiliates shall use any
such  information  other  than  in  connection  with or in  enforcement  of this
Agreement and the other Loan Documents or in connection  with other business now
or  hereafter   existing  or  contemplated  with  the  Company  or  any  of  its
Subsidiaries; except to the extent such information (i) was or becomes generally
available to the public  other than as a result of  disclosure  by the Bank,  or
(ii) was or becomes  available on a  non-confidential  basis from a source other
than the Company,  provided  that such source is not bound by a  confidentiality
agreement with the Company known to the Bank; provided,  however,  that any Bank
may disclose such  information (A) at the request or pursuant to any requirement
of any Governmental Authority to which the Bank is subject or in connection with
an examination of such Bank by any such  authority;  (B) pursuant to subpoena or
other  court  process;  (C)  when  required  to  do so in  accordance  with  the
provisions of any applicable  Requirement  of Law; (D) to the extent  reasonably
required in connection with any litigation or proceeding to which the Agent, any
Bank or its Affiliates may be party;  (E) to the extent  reasonably  required in
connection  with the  exercise of any remedy  hereunder  or under any other Loan
Document;  (F) to  such  Bank's  independent  auditors  and  other  professional
advisors; (G) to any Participant or Assignee, actual or potential, provided that
such Person agrees in writing to keep such information  confidential to the same
extent required of the Banks hereunder;  (H) as to any Bank or its Affiliate, as
expressly permitted under the terms of any other document or agreement regarding
confidentiality  to which the Company or any of its  Subsidiaries is party or is
deemed party with such Bank or such Affiliate; and (I) to its Affiliates.

     11.10 Set-off. In addition to any rights and remedies of the Banks provided
by law, if an Event of Default exists or the Loans have been  accelerated,  each
Bank is  authorized  at any time and from time to time,  without prior notice to
the Company,  any such notice being waived by the Company to the fullest  extent
permitted by law, to set off and apply any and all deposits (general or special,
time  or  demand,  provisional  or  final)  at  any  time  held  by,  and  other
indebtedness at any time owing by, such Bank to or for the credit or the account
of the  Company  against  any and all  Obligations  owing to such  Bank,  now or
hereafter existing,  irrespective of whether or not the Agent or such Bank shall
have made demand  under this  Agreement or any Loan  Document and although  such
Obligations may be contingent or unmatured.  Each Bank agrees promptly to notify
the Company and the Agent after any such  set-off and  application  made by such
Bank; provided,  however,  that the failure to give such notice shall not affect
the validity of such set-off and application.

     11.11  Notification  of Addresses,  Lending  Offices,  Etc. Each Bank shall
notify the Agent in writing of any  changes in the  address to which  notices to
the Bank should be  directed,  of addresses  of any Lending  Office,  of payment
instructions  in respect of all payments to be made to it hereunder  and of such
other administrative information as the Agent shall reasonably request.

     11.12  Counterparts.  This  Agreement  may be  executed  in any  number  of
separate  counterparts,  each of  which,  when so  executed,  shall be deemed an
original,  and all of said  counterparts  taken  together  shall  be  deemed  to
constitute but one and the same instrument.

     11.13 Severability.  The illegality or unenforceability of any provision of
this Agreement or any instrument or agreement  required  hereunder  shall not in
any way  affect  or impair  the  legality  or  enforceability  of the  remaining
provisions of this Agreement or any instrument or agreement required hereunder.

     11.14 No Third Parties Benefitted.  This Agreement is made and entered into
for the sole protection and legal benefit of the Company,  the Banks,  the Agent
and the Agent-Related  Persons,  and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal  beneficiary of, or have any
direct or indirect cause of action or claim in connection  with,  this Agreement
or any of the other Loan Documents.

     11.15  Governing  Law and  Jurisdiction.

          (a) THIS  AGREEMENT  AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE  WITH, THE LAW OF THE STATE OF CALIFORNIA;  PROVIDED THAT THE
     AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b) ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR
     ANY  OTHER  LOAN  DOCUMENT  MAY BE  BROUGHT  IN THE  COURTS OF THE STATE OF
     CALIFORNIA OR OF THE UNITED STATES FOR THE CENTRAL  DISTRICT OF CALIFORNIA,
     AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,  EACH OF THE COMPANY,  THE
     AGENT AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
     THE NON-EXCLUSIVE  JURISDICTION OF THOSE COURTS.  EACH OF THE COMPANY,  THE
     AGENT  AND THE  BANKS  IRREVOCABLY  WAIVES  ANY  OBJECTION,  INCLUDING  ANY
     OBJECTION  TO THE  LAYING  OF VENUE OR BASED ON THE  GROUNDS  OF FORUM  NON
     CONVENIENS,  WHICH  IT MAY NOW OR  HEREAFTER  HAVE TO THE  BRINGING  OF ANY
     ACTION OR PROCEEDING IN SUCH  JURISDICTION  IN RESPECT OF THIS AGREEMENT OR
     ANY DOCUMENT  RELATED  HERETO.  THE  COMPANY,  THE AGENT AND THE BANKS EACH
     WAIVE PERSONAL  SERVICE OF ANY SUMMONS,  COMPLAINT OR OTHER PROCESS,  WHICH
     MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.

     11.16 Waiver of Jury Trial. THE COMPANY, THE BANKS AND THE AGENT EACH WAIVE
THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS  AGREEMENT,  THE OTHER LOAN DOCUMENTS,
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR
OTHER  LITIGATION  OF ANY TYPE  BROUGHT BY ANY OF THE PARTIES  AGAINST ANY OTHER
PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT
TO CONTRACT CLAIMS,  TORT CLAIMS, OR OTHERWISE.  THE COMPANY,  THE BANKS AND THE
AGENT  EACH  AGREE  THAT ANY SUCH  CLAIM OR CAUSE OF ACTION  SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,  THE PARTIES FURTHER
AGREE THAT THEIR  RESPECTIVE  RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION,  COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR  ENFORCEABILITY OF THIS AGREEMENT
OR THE OTHER LOAN  DOCUMENTS  OR ANY  PROVISION  HEREOF OR THEREOF.  THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     11.17  Currency.  Each  reference  in this  Agreement  to  Dollars or to an
Offshore  Currency (the "relevant  currency") is of the essence.  To the fullest
extent  permitted by law, the obligation of the Company in respect of any amount
due in the relevant  currency under this Agreement  shall,  notwithstanding  any
payment in any other currency (whether pursuant to a judgment or otherwise),  be
discharged  only to the extent of the amount in the relevant  currency  that the
Agent or Bank  entitled to receive such payment may, in  accordance  with normal
banking procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the Business Day immediately following the day
on which  such  party  receives  such  payment.  If the  amount in the  relevant
currency so purchased for any reason falls short of the amount originally due in
the relevant  currency,  the Company shall pay such additional  amounts,  in the
relevant  currency,  as may be necessary to compensate  for the  shortfall.  Any
obligations of the Company not discharged by such payment shall,  to the fullest
extent  permitted  by  applicable  law,  be due as a  separate  and  independent
obligation  and,  until  discharged as provided  herein,  shall continue in full
force and effect.

     11.18  Entire  Agreement.  This  Agreement,  together  with the other  Loan
Documents,  embodies the entire agreement and  understanding  among the Company,
the Banks and the Agent, and supersedes all prior or contemporaneous  agreements
and understandings of such Persons,  verbal or written,  relating to the subject
matter hereof and thereof.

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


                             STONE & WEBSTER, INCORPORATED


                             By:  ______________________________________________
                                   Name:
                                   Title:


                             BANK OF AMERICA, N.A.,
                             as Agent


                             By:  ______________________________________________
                                   Name:
                                   Title:


                             BANK OF AMERICA, N.A.,
                             as Issuing Bank


                             By:  ______________________________________________
                                   Name:
                                   Title:



                             BANK OF AMERICA,  N.A.,
                             as a Bank



                             By:  ______________________________________________
                                  Name:
                                  Title:


                             ARAB BANKING CORPORATION (B.S.C.),
                             as a Bank



                             By:  ______________________________________________
                                  Name:
                                  Title:


                             THE CHASE MANHATTAN BANK,
                             as a Bank


                             By:  ______________________________________________
                                  Name:
                                  Title:


                             HSBC BANK USA,
                             as a Bank



                             By:  ______________________________________________
                                  Name:
                                  Title:

<PAGE>


                             EXHIBITS AND SCHEDULES

    THE REGISTRANT AGREES TO PROVIDE THE SECURITIES AND EXCHANGE COMMISSION,
         UPON REQUEST, WITH COPIES OF THE EXHIBITS AND SCHEDULES HERETO

<PAGE>