[CONFORMED COPY]



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                                  $490,000,000

                                   THREE-YEAR
                                CREDIT AGREEMENT


                          dated as of December 12, 2001

                                      among


                            THE SERVICEMASTER COMPANY

                                   THE LENDERS

                               JPMORGAN CHASE BANK
                                       and
                               BANK OF AMERICA, N.A.,
                               as Syndication Agents

                                  BANK ONE, NA,
                             as Administrative Agent

                                       and

                            FIRST UNION NATIONAL BANK
                                       and
                                 SUNTRUST BANK,
                             as Documentation Agents


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                           J.P. MORGAN SECURITIES INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                      Joint Lead Arrangers and Bookrunners


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                                         TABLE OF CONTENTS
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                                                                                             PAGE
                                                                                             ----
                              ARTICLE 1DEFINITIONS

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SECTION 1.01.  Defined Terms....................................................................1
SECTION 1.02.  Accounting Terms and Determinations.............................................18
SECTION 1.03.  Rules of Construction...........................................................19
SECTION 1.04.  Rounding........................................................................19

                              ARTICLE 2THE FACILITY



SECTION 2.01.  The Facility....................................................................19
SECTION 2.02.  Committed Advances..............................................................20
SECTION 2.03.  Competitive Bid Advances........................................................22
SECTION 2.04.  Facility Fees...................................................................26
SECTION 2.05.  General Facility Terms..........................................................26
SECTION 2.06.  Optional Increase in Commitments................................................35
SECTION 2.07.  Letters of Credit...............................................................36

                        ARTICLE 3CHANGE IN CIRCUMSTANCES


SECTION 3.01.  Yield Protection................................................................41
SECTION 3.02.  Changes in Capital Adequacy Regulations.........................................41
SECTION 3.03.  Availability of Types of Advances...............................................42
SECTION 3.04.  Funding Indemnification.........................................................43
SECTION 3.05.  Lender Statements; Limit on Retroactivity; Survival of Indemnity................43
SECTION 3.06.  Foreign Subsidiary Costs........................................................44
SECTION 3.07.  Replacement of Lenders..........................................................44

                          ARTICLE 4CONDITIONS PRECEDENT


SECTION 4.01.  Initial Advance or Letter of Credit.............................................45
SECTION 4.02.  Initial Advance or Letter of Credit for Each Eligible Subsidiary................46
SECTION 4.03.  Each Advance or Letter of Credit................................................47

             ARTICLE 5REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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SECTION 5.01.  Organization and Authority......................................................48
SECTION 5.02.  Organization and Authority of Subsidiaries......................................48
SECTION 5.03.  Business and Property...........................................................48
SECTION 5.04.  Financial Statements............................................................49
SECTION 5.05.  Full Disclosure.................................................................49
SECTION 5.06.  Pending Litigation..............................................................50
SECTION 5.07.  Loan Documents Are Legal, Valid, Binding and Authorized.........................50
SECTION 5.08.  Governmental Consent............................................................50
SECTION 5.09.  Taxes...........................................................................50
SECTION 5.10.  Employee Retirement Income Security Act of 1974.................................51
SECTION 5.11.  Investment Company Act..........................................................51
SECTION 5.12.  Compliance with Environmental Laws..............................................51
SECTION 5.13.  Regulations U and X.............................................................51

                               ARTICLE 6COVENANTS


SECTION 6.01.  Delivery of Information.........................................................52
SECTION 6.02.  Use of Proceeds.................................................................53
SECTION 6.03.  Notice of Default...............................................................53
SECTION 6.04.  Inspection......................................................................53
SECTION 6.05.  Legal Existence, Etc............................................................54
SECTION 6.06.  Insurance.......................................................................54
SECTION 6.07.  Taxes, Claims for Labor and Materials, Compliance with Laws.....................54
SECTION 6.08.  Maintenance, Etc................................................................55
SECTION 6.09.  Nature of Business..............................................................55
SECTION 6.10.  Restricted Payments.............................................................55
SECTION 6.11.  Payment of Dividends by Subsidiaries............................................55
SECTION 6.12.  Transactions with Affiliates....................................................56
SECTION 6.13.  Negative Pledge.................................................................56
SECTION 6.14.  Consolidations, Mergers and Sales of Assets.....................................58
SECTION 6.15.  Leverage Test...................................................................58
SECTION 6.16.  Subsidiary Debt Limitation......................................................58
SECTION 6.17.  Interest Coverage...............................................................59

                                ARTICLE 7DEFAULTS


SECTION 7.01.  Misrepresentation...............................................................59
SECTION 7.02.  Nonpayment......................................................................59
SECTION 7.03.  Negative Covenants..............................................................59
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SECTION 7.04.  Other Covenants.................................................................59
SECTION 7.05.  Nonpayment of Other Obligations.................................................59
SECTION 7.06.  Cross Default...................................................................60
SECTION 7.07.  Receivership....................................................................60
SECTION 7.08.  Judgment........................................................................60
SECTION 7.09.  Voluntary Bankruptcy............................................................60
SECTION 7.10.  Involuntary Bankruptcy..........................................................60
SECTION 7.11.  Change of Control...............................................................60
SECTION 7.12.  Impairment of Guaranty..........................................................60

             ARTICLE 8ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


SECTION 8.01.  Acceleration....................................................................61
SECTION 8.02.  Amendments......................................................................61
SECTION 8.03.  Preservation of Rights..........................................................62

                           ARTICLE 9GENERAL PROVISIONS


SECTION 9.01.  Survival of Representations.....................................................63
SECTION 9.02.  Headings........................................................................63
SECTION 9.03.  Entire Agreement................................................................63
SECTION 9.04.  Several Obligations.............................................................63
SECTION 9.05.  Expenses; Indemnification.......................................................63
SECTION 9.06.  Numbers of Documents............................................................64
SECTION 9.07.  Severability of Provisions......................................................64
SECTION 9.08.  Nonliability of Lenders.........................................................64
SECTION 9.09.  CHOICE OF LAW...................................................................65
SECTION 9.10.  CONSENT OF JURISDICTION.........................................................65
SECTION 9.11.  WAIVER OF JURY TRIAL............................................................65
SECTION 9.12.  Confidentiality.................................................................65

                              ARTICLE 10THE AGENTS


SECTION 10.01.  Appointment....................................................................66
SECTION 10.02.  Powers.........................................................................66
SECTION 10.03.  General Immunity...............................................................66
SECTION 10.04.  No Responsibility for Loans, Recitals, Etc.....................................66
SECTION 10.05.  Action on Instructions of Lenders..............................................67
SECTION 10.06.  Employment of Agents and Counsel...............................................67
SECTION 10.07.  Reliance on Documents; Counsel.................................................67
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SECTION 10.08.  Agent's Reimbursement and Indemnification......................................67
SECTION 10.09.  Rights as a Lender.............................................................68
SECTION 10.10.  Lender Credit Decision.........................................................68
SECTION 10.11.  Successor Agent................................................................68
SECTION 10.12.  Agent's Fees...................................................................69
SECTION 10.13.  Other Agents...................................................................69

                        ARTICLE 11SETOFF RATABLE PAYMENTS


SECTION 11.01.  Setoff.........................................................................69
SECTION 11.02.  Ratable Payments...............................................................69

                            ARTICLE 12BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


SECTION 12.01.  Successors and Assigns.........................................................70
SECTION 12.02.  Participations.................................................................70
SECTION 12.03.  Assignments....................................................................71
SECTION 12.04.  Dissemination of Information...................................................72
SECTION 12.05.  Tax Treatment..................................................................72
SECTION 12.06.  Increased Costs................................................................72

                                ARTICLE 13NOTICES


SECTION 13.01.  Giving Notices.................................................................73

                         ARTICLE 14REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES


SECTION 14.01.  Existence and Power............................................................73
SECTION 14.02.  Corporate, Limited Liability Company or Partnership and Governmental Authorization; Contravention
         73
SECTION 14.03.  Binding Effect.................................................................73
SECTION 14.04.  Taxes..........................................................................74

                               ARTICLE 15GUARANTY


SECTION 15.01.  The Guaranty...................................................................74
SECTION 15.02.  Guaranty Unconditional.........................................................74
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<S>                                                                                            <C>
SECTION 15.03.  Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances....75
SECTION 15.04.  Waiver by the Company..........................................................75
SECTION 15.05.  Subrogation....................................................................76
SECTION 15.06.  Stay of Acceleration...........................................................76

                      ARTICLE 16COUNTERPARTS; EFFECTIVENESS

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                                       vi



<PAGE>

COMMITMENT SCHEDULE

PRICING SCHEDULE

Schedule 6.11 Subsidiary Restrictions

Exhibit "A"   Note

Exhibit "B-1" Form of Opinion of Kirkland & Ellis

Exhibit "B-2" Form of Opinion of General Counsel

Exhibit "C"   Form of Competitive Bid Quote Request

Exhibit "D"   Form of Competitive Bid Quote

Exhibit "E"   Form of Assignment Agreement

Exhibit "F"   Form of Loan/Credit Related Money Transfer
                   Instruction

Exhibit "G"   Form of Election to Participate

Exhibit "H"   Form of Election to Terminate

Exhibit "I"   Form of Opinion of Counsel for Eligible
                   Subsidiary

Exhibit "J"   Form of Opinion of Counsel for the Agents


<PAGE>

                                   THREE-YEAR
                                CREDIT AGREEMENT

         This Three-Year Credit Agreement, dated as of December 12, 2001, is
among The ServiceMaster Company, the Lenders, JPMorgan Chase Bank and Bank of
America, N.A., as Syndication Agents, Bank One, NA, as Administrative Agent, and
First Union National Bank and SunTrust Bank, as Documentation Agents. The
parties hereto agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1.  Defined Terms.  As used in this Agreement:

         "Absolute Rate" means, with respect to a Loan made by a given Lender
for the relevant Absolute Rate Interest Period, the rate of interest per annum
(rounded to the nearest 1/100 of 1%) offered by such Lender and accepted by the
Borrower pursuant to Section 2.03(d).

         "Absolute Rate Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Absolute Rate Loans made by some or all of the
Lenders to the Borrower at the same time and for the same Absolute Rate Interest
Period.

         "Absolute Rate Auction" means a solicitation of Competitive Bid Quotes
setting forth Absolute Rates pursuant to Section 2.03.

         "Absolute Rate Interest Period" means, with respect to an Absolute Rate
Advance or an Absolute Rate Loan, a period of not less than 7 days commencing on
a Business Day selected by the Borrower pursuant to this Agreement. If such
Absolute Rate Interest Period would end on a day which is not a Business Day,
such Absolute Rate Interest Period shall end on the next succeeding Business
Day.

         "Absolute Rate Loan" means a Loan which bears interest at an Absolute
Rate.

         "Acquiring Person" means any Person or group of two or more Persons
acting as a partnership, limited partnership, syndicate, or other group for the

<PAGE>

purpose of acquiring, holding or disposing of Equity Interests of the Company,
together with all affiliates and associates (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) of such Person or Persons.

         "Additional Letters of Credit" means letters of credit issued or to be
issued hereunder by an Issuing Bank in accordance with Section 2.07 on or after
the date hereof.

         "Administrative Agent" means Bank One, NA, with its main office in
Chicago, Illinois, in its capacity as contractual representative for the Lenders
pursuant to Article 10, and not in its individual capacity as a Lender, and any
successor Administrative Agent appointed pursuant to Article 10.

         "Administrative Questionnaire" means, with respect to each Lender, an
administrative questionnaire in a form satisfactory to the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Company) duly
completed by each Lender.

         "Advance" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by some or all of the Lenders to the Borrower
of the same Type (or on the same interest basis in the case of Competitive Bid
Advances) and, in the case of Fixed Rate Advances, for the same Interest Period
and includes a Competitive Bid Advance.

         "Affected Lender" is defined in Section 3.07.

         "Affiliate" means any Person (other than a Subsidiary) which directly
or indirectly controls, or is controlled by, or is under common control with,
the Company. The term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of Voting Equity Interest, by contract or
otherwise.

         "Agent" means any of the Administrative Agent, the Syndication Agents
or the Documentation Agents and "Agents" means any two or more of the foregoing.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders hereunder, as reduced from time to time pursuant to the terms
hereof.

         "Agreement" means this Credit Agreement, as it may be amended or
modified and in effect from time to time.

                                        2

<PAGE>

         "Alternate Base Rate" means, on any date and with respect to all
Floating Rate Advances, a fluctuating rate of interest per annum equal to the
higher of (i) the Federal Funds Effective Rate most recently determined by the
Administrative Agent plus 1/2% per annum and (ii) the Prime Rate. Changes in the
rate of interest on each Floating Rate Advance will take effect simultaneously
with each change in the Alternate Base Rate. The Administrative Agent will give
notice promptly to the Borrowers and the Lenders of changes in the Alternate
Base Rate, provided, however, that the Administrative Agent's failure to give
any such notice will not affect any Borrower's obligation to pay interest to the
Lenders on Floating Rate Advances at the then effective Alternate Base Rate.

         "Alternative Currency" means Euros, British Sterling, Japanese Yen and
any other currency (other than Dollars) that is freely transferable and
convertible into Dollars in the London interbank market which has been expressly
approved in writing as an Alternative Currency for purposes hereof by all
Lenders. Any Loan in the currency of a Participating Member State shall be
denominated in Euro Units. Any Loan made in the currency of a Participating
Member State before the date on which such Participating Member State adopts the
Euro as its currency (the "Entry Date") and still outstanding on the Entry Date
shall be prepaid on the last day of the Interest Period that is applicable to
such Loan on the Entry Date.

         "Alternative Currency Advance" means a Eurocurrency Committed Advance
denominated in an Alternative Currency.

         "Annual Report" is defined in Section 5.03.

         "Applicable Eurocurrency Margin" means the margin percentage for each
Eurocurrency Committed Advance determined in accordance with the Pricing
Schedule.

         "Approved Multiple" means (a) in respect of any borrowing or prepayment
of a Floating Rate Advance, $1,000,000 or any larger integral multiple of
$1,000,000, (b) in the case of any other Advance denominated in Dollars,
$5,000,000 or any larger integral multiple of $1,000,000 and (c) in the case of
any Advance denominated in an Alternative Currency, such multiples of such
currency as the Administrative Agent deems appropriate and reasonably comparable
to a $3,000,000 minimum Dollar Amount.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Board of Directors" means the Board of Directors of the Company.

                                        3

<PAGE>

         "Borrower" means any Obligor in its capacity as borrower of a Loan or
Advance hereunder or as account party in respect of a Letter of Credit
hereunder, and "Borrowers" means all such borrowers and account parties.
References to "the Borrower" in relation to any Loan, Advance or Letter of
Credit are to the Borrower which has borrowed or which proposes to borrow such
Loan or Advance or which is the account party in respect of such Letter of
Credit.

         "Borrowing Date" means a date on which an Advance is made or to be made
hereunder.

         "British Sterling" means the lawful currency of the United Kingdom.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency Committed Advances or Eurocurrency Bid Rate Advances,
a day other than Saturday or Sunday on which banks are open for business in
Chicago and New York City and on which dealings in the relevant currency are
carried on in the London interbank market and, where funds are to be paid or
made available in an Alternative Currency, on which commercial banks are open
for domestic and international business in the place where such funds are paid
or made available and (ii) for all other purposes, a day other than Saturday or
Sunday on which banks are open for business in Chicago and New York City.

         "Change of Control" shall be deemed to have occurred on the date on
which:

         (i) Continuing Directors cease to constitute a majority of the board of
directors of the Company; or

         (ii) an Acquiring Person shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of more than 30% of the Voting Stock in the Company.

         "Co-Arrangers" means J.P. Morgan Securities Inc. and Banc of America
Securities LLC.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commitment" means, for each Lender, the obligation of the Lender to
make Loans to the Borrowers and/or to participate in Letters of Credit for the
account of the Borrowers, all in an aggregate amount not exceeding the amount
set forth opposite its name in the Commitment Schedule or as set forth in an
applicable Assignment Agreement substantially in the form of Exhibit "E" hereto
received by the Administrative Agent under the terms of Section 12.03, as such

                                        4
<PAGE>

amount may be modified from time to time pursuant to the terms of this
Agreement.

         "Commitment Schedule" means the Schedule hereto entitled "Commitment
Schedule".

         "Committed Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Committed Loans made by the Lenders to the
Borrower at the same time, of the same Type and, in the case of Fixed Rate
Advances, for the same Interest Period.

         "Committed Borrowing Notice" is defined in Section 2.02(c).

         "Committed Loan" means a Loan made by a Lender pursuant to Section
2.02.

         "Company" means The ServiceMaster Company, a Delaware corporation and
its permitted successors and assigns.

         "Competitive Bid Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Competitive Bid Loans made by some or all of the
Lenders to the Borrower at the same time, at the same interest basis, and for
the same Interest Period.

         "Competitive Bid Borrowing Notice" is defined in Section 2.03(d).

         "Competitive Bid Loan" means a Eurocurrency Bid Rate Loan or an
Absolute Rate Loan, as the case may be.

         "Competitive Bid Margin" means the margin above or below the applicable
Eurocurrency Base Rate offered for a Eurocurrency Bid Rate Loan, expressed as a
percentage (rounded to the nearest 1/100 of 1%) to be added or subtracted from
such Eurocurrency Base Rate.

         "Competitive Bid Quote" means a Competitive Bid Quote substantially in
the form of Exhibit "D" hereto completed and delivered by a Lender to the
Borrower in accordance with Section 2.03(c).

         "Competitive Bid Quote Request" means a Competitive Bid Quote Request
substantially in the form of Exhibit "C" hereto completed and delivered by the
Borrower in accordance with Section 2.03(c).

         "Consolidated Debt" means at any date, without duplication, the Debt of
the Company and its Consolidated Subsidiaries, determined on a consolidated

                                        5
<PAGE>

basis as of such date, less, for any date of determination prior to September
30, 2002, an amount equal to the lesser of (i) $790,000,000 or (ii) the excess
of (x) the aggregate cash, cash equivalents and short-term marketable securities
of the Company and its Consolidated Subsidiaries over (y) $110,000,000.

         "Consolidated EBITDA" means, for any fiscal period, without
duplication, Consolidated Net Income for such period plus to the extent deducted
in determining Consolidated Net Income for such period, the aggregate amount of
(i) Consolidated Interest Expense, (ii) income tax expense and (iii)
depreciation and amortization; provided that if there shall have been an
acquisition or disposition of a business unit during such period (including
without limitation the dispositions discussed on pages 3-2, 3-3, 8-1 and 8-2 of
the Information Memorandum (as defined in Section 5.03)), Consolidated EBITDA
shall be calculated on a pro forma basis giving effect thereto as if such
acquisition or disposition had occurred on the first day of such period; and
provided further that if the aggregate consideration for any acquisition is less
than or equal to $30,000,000 then the Company may or may not, at its option,
calculate Consolidated EBITDA on a pro forma basis after giving effect to such
acquisition.

         "Consolidated Interest Expense" means, for any fiscal period, without
duplication, the interest expense of the Company and its Consolidated
Subsidiaries plus dividends accrued on preferred stock of the Company or a
Consolidated Subsidiary which constitutes Debt, all determined on a consolidated
basis for such period.

         "Consolidated Net Income" means, for any fiscal period, without
duplication, the net income of the Company and its Consolidated Subsidiaries
(before dividends on preferred stock of the Company) determined on a
consolidated basis for such period, exclusive of the effect of (i) any
extraordinary or other unusual gain, (ii) any extraordinary or other unusual
losses, write-offs or write-downs to the extent that such losses, write-offs or
write-downs do not represent a cash expenditure in such period and will not
represent a cash expenditure in any future period and (iii) the non-recurring
cash charges in an amount not to exceed $50,000,000 made in connection with the
Current Dispositions.

         "Consolidated Subsidiary" means at any date any Subsidiary or other
entity which would be consolidated with the Company in its consolidated
financial statements if such statements were prepared as of such date in
accordance with GAAP.

         "Continuing Director" means (i) a director of the Company at the date
of this Agreement and (ii) an individual who after the date of this Agreement

                                        6
<PAGE>

becomes a director of the Company (x) in connection with the death, disability
or retirement of an incumbent director, or otherwise in the ordinary course of
the affairs of the Company and (y) whose election was effected or recommended by
a majority of the Continuing Directors then in office (or by a nominating
committee appointed by such a majority of Continuing Directors).

         "Controlling General Partner Interest" means a General Partnership
Interest which permits the owner of such General Partnership Interest to direct
the management of a general partnership or a limited partnership.

         "Conversion/Continuation Notice" is defined in Section 2.02(d).

         "Current Dispositions" means the business unit dispositions discussed
on pages 3-2, 3-3, 8-1 and 8-2 of the Information Memorandum (as defined in
Section 5.03).

         "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable or accrued expenses arising in the
ordinary course of business, (iv) all obligations of such Person as lessee which
are capitalized in accordance with GAAP, (v) all obligations of such Person as
lessee under any Synthetic Lease, (vi) all obligations (absolute or contingent)
of such Person to reimburse any bank or other Person issuing a letter of credit,
bank guaranty, or similar instrument, (vii) any preferred stock issued by such
Person which is redeemable otherwise than at the sole option of such Person for
consideration other than Equity Interests in such Person or in the Company,
(viii) all Debt secured by a Lien on any asset of such Person, whether or not
such Debt is otherwise an obligation of such Person, and (ix) all Guaranties by
such Person of Debt of others. Debt includes Debt deemed incurred in connection
with a Receivables Financing Transaction in accordance with Section 1.02.

         "Debt Limit" means, at any date, the product of (a) Consolidated EBITDA
for the period of four consecutive fiscal quarters ending at the date of the
balance sheet most recently delivered (or required to be delivered) on or prior
to such date pursuant to Section 5.04 or 6.01 and (b) the applicable Leverage
Factor.

         "Default" means an event described in Article 7.

         "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate

                                        7
<PAGE>

transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.
Any determination of the amount of Derivatives Obligations owing at any time
shall be calculated net of offsets available at such time under any applicable
netting agreement.

         "Disclosure Documents" is defined in Section 5.03.

         "Documentation Agents" means First Union National Bank and SunTrust
Bank, in their respective capacities as the documentation agents in respect of
this Agreement.

         "Dollar Amount" means (i) in relation to any Advance or Letter of
Credit Liabilities denominated in Dollars, the aggregate principal or face
amount thereof and (ii) in relation to any Advance or Letter of Credit
Liabilities denominated in an Alternative Currency, the equivalent amount
thereof in Dollars determined by the Administrative Agent pursuant to Section
2.05(m). The Dollar Amount of any Advance or Letter of Credit Liabilities
denominated in an Alternative Currency at any date is the Dollar Amount thereof
determined as of such date or, if no Dollar Amount is determined as of such date
in accordance with Section 2.05(m), then determined as of the then most recent
date for which such a determination has been made. Any Advance or Letter of
Credit Liabilities denominated in an Alternative Currency shall be deemed
utilization of the Commitments in an amount equal to the Dollar Amount thereof.

         "Dollar-Only Lender" means (i) each Lender so designated in the
Commitment Schedule but only to the extent of such Lender's Commitment as of the
date hereof, provided, however, that a Lender may be a Dollar-Only Lender with
respect to an amount greater than that set forth in the Commitment Schedule with
the consent of the Company (not to be unreasonably withheld) and (ii) unless
otherwise specified in the applicable assignment, each assignee of a Dollar-Only
Lender (but only with respect to the portion so assigned).

         "Dollars" and the sign "$" mean the lawful currency of the United
States of America.

         "Election to Participate" means an Election to Participate
substantially in the form of Exhibit "G" hereto.

                                        8
<PAGE>

         "Election to Terminate" means an Election to Terminate substantially in
the form of Exhibit "H" hereto.

         "Eligible Subsidiary" means any Subsidiary of the Company as to which
an Election to Participate shall have been delivered to the Agents and as to
which an Election to Terminate shall not have been delivered to the Agents. Each
such Election to Participate and Election to Terminate shall be duly executed on
behalf of such Subsidiary and the Company. The delivery of an Election to
Terminate with respect to an Eligible Subsidiary shall not affect any obligation
of such Eligible Subsidiary theretofore incurred. The Administrative Agent shall
promptly give notice to the Lenders of the receipt of any Election to
Participate or Election to Terminate.

         "EMU Legislation" means the Treaty on European Union and legislative
measures of the Council of the European Union for the introduction of,
changeover to or operation of the Euro.

         "Equity Interest" means, in the case of a corporation, stock of any
class, in the case of a limited liability company, membership interests of any
kind and in the case of a partnership or a limited partnership, a General
Partnership Interest or Limited Partnership Interest, but excluding preferred
stock which constitutes Debt.

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

         "Euro" means the single currency of the Participating Member States in
the Third Stage.

         "Eurocurrency Auction" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins pursuant to Section 2.03.

         "Eurocurrency Base Rate" means, with respect to a Eurocurrency
Committed Advance, a Eurocurrency Committed Loan, a Eurocurrency Bid Rate
Advance or a Eurocurrency Bid Rate Loan for the relevant Eurocurrency Interest
Period, the rate appearing on the Screen at approximately 11:00 a.m., London
time, on the Rate Fixing Date as the rate for deposits in Dollars or the
relevant Alternative Currency with a maturity comparable to such Eurocurrency
Interest Period. If no rate appears on the Screen for the necessary currency and
period, then the "Eurocurrency Base Rate" for such Eurocurrency Interest Period
shall be the rate at which deposits of that amount and currency with a maturity
comparable to such Eurocurrency Interest Period are offered by the principal
London office of

                                        9
<PAGE>

the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, on the Rate
Fixing Date.

         "Eurocurrency Bid Rate" means, with respect to a Loan made by a given
Lender for the relevant Eurocurrency Interest Period, the sum of (i) the
Eurocurrency Base Rate and (ii) the Competitive Bid Margin offered by such
Lender and accepted by the Borrower pursuant to Section 2.03(d)(i).

         "Eurocurrency Bid Rate Advance" means a Competitive Bid Advance which
bears interest at a Eurocurrency Bid Rate.

         "Eurocurrency Bid Rate Loan" means a Competitive Bid Loan which bears
interest at a Eurocurrency Bid Rate.

         "Eurocurrency Committed Advance" means an Advance which bears interest
at a Eurocurrency Rate requested by the Borrower pursuant to Section 2.02.

         "Eurocurrency Committed Loan" means a Loan which bears interest at a
Eurocurrency Rate requested by the Borrower pursuant to Section 2.02.

         "Eurocurrency Interest Period" means, with respect to a Eurocurrency
Committed Advance, a Eurocurrency Committed Loan, a Eurocurrency Bid Rate
Advance or a Eurocurrency Bid Rate Loan, a period of fourteen days or one, two,
three, six or nine months commencing on a Business Day selected by the Borrower
pursuant to this Agreement. Eurocurrency Interest Periods of one, two, three,
six or nine months shall end on the day which corresponds numerically to such
date of commencement one, two, three, six or nine months thereafter, provided,
however, that any such period which 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 period) shall end on the last Business
Day of a calendar month. Eurocurrency Interest Periods of fourteen days shall
end, subject to the last sentence of this definition, on the fourteenth day
after commencement. Eurocurrency Interest Periods of fourteen days or nine
months for any Eurocurrency Committed Advance or Eurocurrency Committed Loan
shall require the unanimous approval of the Lenders. If a Eurocurrency Interest
Period would otherwise end on a day which is not a Business Day, such
Eurocurrency Interest Period shall end on the next succeeding Business Day,
provided, however, that if such next succeeding Business Day falls in a new
month, such Eurocurrency Interest Period shall end on the immediately preceding
Business Day.

                                        10
<PAGE>

         "Eurocurrency Loan" means a Eurocurrency Committed Loan or a
Eurocurrency Bid Rate Loan, as applicable.

         "Eurocurrency Rate" means, with respect to a Eurocurrency Committed
Advance or a Eurocurrency Committed Loan for the relevant Eurocurrency Interest
Period, the sum of (a) the Eurocurrency Base Rate applicable to such
Eurocurrency Interest Period plus (b) the Applicable Eurocurrency Margin.

         "Euro Unit" means the currency unit of the Euro.

         "Existing Agreement" means the Company's existing $750,000,000
Five-Year Credit Agreement, dated as of April 1, 1997, among The ServiceMaster
Company Limited Partnership, the lenders party thereto, Bank One, NA (f/k/a The
First National Bank of Chicago), as Administrative Agent, and JPMorgan Chase
Bank (successor to Morgan Guaranty Trust Company of New York), as Documentation
Agent, as amended.

         "Existing Letters of Credit" means the letters of credit issued by
First Union National Bank before the date hereof and listed on Schedule 1.01
attached hereto.

         "Federal Funds Effective Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to (i) the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York; or (ii) if such rate is
not so published for any day which is a Business Day, the average of the
quotations at approximately 10:00 a.m. (Chicago time) for such day on such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by the Administrative Agent.

         "Financial Officers" means the Chief Financial Officer or Treasurer of
the Company.

         "Fitch" means Fitch, Inc.

         "Fixed Rate" means the Eurocurrency Rate, the Eurocurrency Bid Rate or
the Absolute Rate.

         "Fixed Rate Advance" means an Advance which bears interest at a Fixed
Rate.

         "Fixed Rate Loan" means a Loan which bears interest at a Fixed Rate.

                                        11
<PAGE>

         "Floating Rate" means, for any day, a rate per annum equal to the
Alternate Base Rate.

         "Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

         "Floating Rate Loan" means a Loan which bears interest at the Floating
Rate.

         "Form 10-K" and "Form 10-Q" are defined in Section 5.03.

         "GAAP" means generally accepted accounting principles in effect from
time to time in the United States of America.

         "General Partnership Interest" means the interest of a general partner
in a general partnership and the interest of a general partner in a limited
partnership.

         "Guaranties" by any Person means all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Debt of any other Person (the "primary obligor") in any manner, whether directly
or indirectly, including, without limitation, all obligations incurred through
an agreement, contingent or otherwise, by such Person: (i) to purchase such Debt
or any property or assets constituting security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of such Debt, (y) to maintain
income, working capital or other balance sheet condition or otherwise to advance
or make available funds for the purchase or payment of such Debt, or (iii) to
lease property or to purchase Securities or other property or services primarily
for the purpose of assuring the owner of such Debt of the ability of the primary
obligor to make payment of the Debt, or (iv) otherwise to assure the owner of
the Debt of the primary obligor against loss in respect thereof. For the
purposes of all computations made under this Agreement, a Guaranty in respect of
any Debt shall be deemed to be Debt equal to the principal amount of such Debt
which has been guaranteed.

         "Interest Coverage Ratio" means, as at the last day of any fiscal
quarter, the ratio of Consolidated EBITDA for the period of four fiscal quarters
then ended to Consolidated Interest Expense for such four-quarter period.

         "Interest Period" means a Eurocurrency Interest Period or an Absolute
Rate Interest Period.

                                        12
<PAGE>

         "Issuing Bank" means any Lender which has issued an Existing Letter of
Credit and any Lender which shall have been appointed an Issuing Bank for
purposes of this Agreement by the Company and which shall have accepted such
appointment in a signed writing. A copy of each such appointment and acceptance
shall be promptly furnished to the Administrative Agent.

         "Issuing Bank Limit" means, with respect to any Issuing Bank, such
amount, if any, less than the Letter of Credit Commitment, which such Issuing
Bank and the Company shall have agreed as the limit on the aggregate Dollar
Amount and/or amounts of particular currencies of Letter of Credit Liabilities
at any time in respect of Letters of Credit issued by such Issuing Bank
hereunder.

         "Japanese Yen" means the lawful currency of Japan.

         "Lenders" means the financial institutions listed on the signature
pages of this Agreement and their respective successors and assigns including
the Issuing Bank in such capacity.

         "Lending Installation" means any office, branch, subsidiary or
affiliate of any Lender or the Administrative Agent.

         "LC Fee Rate" means a rate per annum for letter of credit fees which
rate shall be equal to the Applicable Eurocurrency Margin.

         "Letter of Credit" means any Existing Letter of Credit or Additional
Letter of Credit.

         "Letter of Credit Commitment" means the lesser of (x) $200,000,000 and
(y) the Aggregate Commitment.

         "Letter of Credit Liabilities" means, for any Lender and at any time,
such Lender's ratable participation in the sum of (x) the aggregate amount then
owing by the Borrowers in respect of amounts drawn under Letters of Credit and
(y) the aggregate amount then available for drawing under all Letters of Credit.

         "Leverage Factor" means, with respect to any period of four consecutive
fiscal quarters, if such period ends (a) between December 31, 2001 and December
30, 2003, 3.50, and (b) after December 30, 2003, 3.25.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purpose of this Agreement, the Company or any Subsidiary shall be deemed
to own subject to a Lien (i) any asset that it has acquired or holds subject to
the interest of a vendor or lessor under any conditional sale agreement or other
title

                                        13
<PAGE>

retention agreement relating to such asset or any capital lease or (ii)
any account receivable transferred by it with recourse for collectibility
(including any such transfer subject to a holdback or similar arrangement which
effectively imposes the risk of collectibility upon the transferor).

         "Limited Partnership Interest" means the interest of a limited partner
in a limited partnership.

         "Loan" means, with respect to a Lender, such Lender's portion, if any,
of any Advance.

         "Loan Documents" means this Agreement, the Notes and each Election to
Participate and Election to Terminate.

         "Material Adverse Effect" means (i) a material adverse effect on the
properties, business, operations or financial condition of the Company and its
Subsidiaries taken as a whole, (ii) a material adverse effect on the ability of
the Company to perform its obligations under the Loan Documents or (iii) any
material impairment of the rights and remedies of the Agents and the Lenders
against the Obligors under the Loan Documents.

         "Material Commitment" means a legally binding commitment by one or more
banks or other financial institutions to extend credit to the Company and/or its
Subsidiaries in an aggregate amount of $25,000,000 or more pursuant to a written
agreement (other than the Loan Documents) signed by the Company or a Subsidiary.

         "Material Subsidiary" means (i) any Eligible Subsidiary and (ii) any
other Subsidiary which has consolidated assets or consolidated annual revenues
of more than $10,000,000.

         "Moody's" means Moody's Investors Service, Inc.

         "National Currency Unit" or "NCU" means the unit of currency (other
than the Euro Unit) of a Participating Member State.

         "Note" means a promissory note in substantially the form of Exhibit "A"
hereto, duly executed and delivered to the Servicing Agent by the Borrower for
the account of a Lender and payable to the order of such Lender, including any
amendment, modification, renewal or replacement of such promissory note.

         "Notice of Issuance" has the meaning set forth in Section 2.07(c)

                                        14
<PAGE>

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Notes, all accrued and unpaid fees and all other reimbursements,
indemnities or other obligations of the Obligors to any Lender or Agent arising
under the Loan Documents.

         "Obligor" means the Company or any Eligible Subsidiary, and "Obligors"
means all of them.

         "Participating Member States" means those members of the European Union
from time to time which adopt a single, shared currency in the Third Stage.

         "Partnership Interest" means Limited Partnership Interests and General
Partnership Interests.

         "Payment Date" means the fifteenth day of each March, June, September,
and December.

         "Person" means any corporation, limited liability company, natural
person, firm, joint venture, partnership, trust, unincorporated organization,
enterprise, government or any department or agency of any government.

         "Plans" is defined in Section 5.10.

         "Pricing Level" is defined in the Pricing Schedule.

         "Pricing Schedule" means the Schedule hereto entitled "Pricing
Schedule".

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Rate Fixing Date" means the date two Business Days before the first
day of the relevant Eurocurrency Interest Period.

         "Receivables Financing Transaction" means any sale or other transfer
for value of any "account" or "payment intangible" (as such terms are defined in
Article 9 of the Uniform Commercial Code ("UCC")), other than any such
transaction which is excluded from the scope of Article 9 of the UCC pursuant to
UCC ss. 9-109(d).

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System from time to time in effect and shall include any

                                        15
<PAGE>

successor or other regulation or official interpretation of said Board of
Governors relating to reserve requirements applicable to member banks of the
Federal Reserve System.

         "Regulations U and X" means Regulations U and X of the Board of
Governors of the Federal Reserve System from time to time in effect and shall
include any successor or other regulations or official interpretations of said
Board of Governors relating to the extension of credit by banks for the purpose
of purchasing or carrying margin stock applicable to member banks of the Federal
Reserve System.

         "Replacement Lender" is defined in Section 3.07.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the sum of the aggregate unpaid
Dollar Amount of the outstanding Advances and the aggregate Dollar Amount of all
Letter of Credit Liabilities.

         "Reserve Requirement" means, with respect to a Eurocurrency Interest
Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D
on Eurocurrency liabilities. The Reserve Requirement shall be adjusted
automatically on and as of the effective date of any change in the applicable
reserve requirement.

         "Restricted Payments" means, without duplication:

           (a) the declaration or payment by the Company of any dividends or
distributions, either in cash or property, on any Equity Interest of the Company
(except dividends or other distributions to the extent payable solely in capital
stock of the Company);

           (b) the purchase, acquisition, redemption or retirement by the
Company directly or indirectly, or through any Subsidiary, of any Equity
Interest of the Company or any warrants, rights or options to purchase or
acquire any Equity Interest of the Company; and

           (c) to the extent not included in clause (a) or (b) above, any other
payment or distribution by the Company, either directly or indirectly or through
any Subsidiary, in respect of any Equity Interest of the Company.

                                        16
<PAGE>

         "Screen" means (i) with respect to Advances or Loans denominated in
Dollars, Telerate Page 3750 and (ii) with respect to Advances or Loans
denominated in Alternative Currency, the Telerate page selected by the
Administrative Agent that displays rates for inter-bank deposits in the
appropriate Alternative Currency. If these pages are replaced by others which
display rates for inter-bank deposits offered by leading banks in London, then
the Administrative Agent may nominate such replacement pages as an alternative
source of screen rates.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Security" shall have the same meaning as in Section (2)(1) of the
Securities Act of 1933, as amended.

         "Servicing Agent" means JPMorgan Chase Bank in its capacity as
Syndication Agent.

         "S&P" means Standard & Poor's Ratings Group.

         "Stop Issuance Notice" is defined in Section 2.07(h).

         The term "subsidiary" means, as to any particular parent business
entity, any business entity of which such parent business entity and/or one or
more business entities which are themselves subsidiaries of such parent business
entity, (i) in the case of any corporation, own more than 50% of the Voting
Stock, (ii) in the case of a limited liability company, own more than 50% of the
membership interests or (iii) in the case of any partnership, own a Controlling
General Partnership Interest and, if any such partnership is a limited
partnership, own more than 50% of the Limited Partnership Interest.

         The term "Subsidiary" means a subsidiary of the Company.



         "Syndication Agents" means JPMorgan Chase Bank and Bank of
America, N.A., in their respective capacities as the syndication agents in
respect of this Agreement.

         "Synthetic Lease" means a lease as to which (i) the obligations of the
lessee are not capitalized in accordance with GAAP but (ii) the lessee is
treated as owner of the leased property for purposes of the Code. The amount of
any Synthetic Lease shall be determined for purposes of this Agreement by

                                        17
<PAGE>

capitalizing the rentals payable thereunder as if such lease were a capital
lease under GAAP.

         "Termination Date" means December 12, 2004, unless the Commitments are
earlier terminated pursuant to the terms hereof.

         "Third Stage" means the third stage of European economic and monetary
union pursuant to the Treaty on European Union.

         "Transferee" is defined in Section 12.04.

         "Treaty on European Union" means the Treaty of Rome of March 25, 1957,
as amended by the Single European Act of 1986 and the Maastricht Treaty (which
was signed at Maastricht on February 7, 1992, and came into force on November 1,
1993), as amended from time to time.

         "Type" means, with respect to any Loan or Advance, its nature as a
Floating Rate Advance or Loan, Eurocurrency Committed Advance or Loan in a
particular currency, Eurocurrency Bid Rate Advance or Loan in a particular
currency or Absolute Rate Advance or Loan.

         "Unmatured Default" means an event which, but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Voting Equity Interest" means Voting Stock and General Partnership
Interests.

         "Voting Stock" means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

         SECTION 1.2. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP,
applied on a basis consistent (except for changes concurred in by the Company's
independent public accountants) with the most recent audited consolidated
financial statements of the Company and its Consolidated Subsidiaries delivered
to the Lenders; provided that any Receivables Financing Transaction shall, for
purposes of this Agreement, be accounted for as if the Company and its
Consolidated Subsidiaries retained ownership of the transferred assets and

                                        18
<PAGE>

incurred Debt equal to the principal component of collections on the transferred
assets to which the transferees are entitled, irrespective of the treatment of
this transaction under GAAP; and provided further that, if the Company notifies
the Servicing Agent that the Company wishes to amend any covenant in Article 6
to eliminate the fact of any change in GAAP on the operation of such covenant
(or if the Servicing Agent notifies the Company that the Required Lenders wish
to amend Article 6 for such purpose), then the Company's compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Company
and the Required Lenders.

         SECTION 1.3. Rules of Construction. Any reference contained in any of
the Loan Documents to "knowledge" or "awareness" of the Company or any Eligible
Subsidiary shall be deemed limited to the "knowledge" or "awareness" of one or
more Financial Officers.

         SECTION 1.4.  Rounding.  All determinations of rates per annum under
this Agreement shall be rounded to the nearest 1/100th of 1% (with 0.0050% being
rounded upward to 0.01%).



                                    ARTICLE 2

                                  THE FACILITY

         SECTION 2.1.  The Facility.  (a  Description of Facility.  The Lenders
grant to the Borrowers a revolving credit facility pursuant to which, and upon
the terms and subject to the conditions herein set out:

                  (i each Lender severally agrees to make Committed Loans in
         Dollars or (in the case of Eurocurrency Committed Loans) in Alternative
         Currencies to the Borrowers in accordance with Section 2.02;

                 (ii each Lender may, in its sole discretion, make bids to make
         Competitive Bid Loans in Dollars or (in the case of Eurocurrency Bid
         Rate Loans) in Alternative Currencies to the Borrowers in accordance
         with Section 2.03;

                (iii each Issuing Bank shall, on the terms and conditions set
         forth in Section 2.07, issue Letters of Credit for the account of the
         Borrowers,

                                        19
<PAGE>

         and each Lender shall participate therein ratably in the
         proportion which its Commitment bears to the Aggregate Commitment;

                 (iv in no event may the sum of (x) the aggregate Dollar Amount
         of all outstanding Advances to all Borrowers (including both the
         Committed Advances and the Competitive Bid Advances) plus (y) the
         aggregate Dollar Amount of all Letter of Credit Liabilities exceed the
         Aggregate Commitment; and

                  (v in no event may the sum of (x) the aggregate Dollar Amount
         of all outstanding Advances to Borrowers (including both the Committed
         Advances and the Competitive Bid Advances) denominated in Alternative
         Currencies plus (y) the aggregate Dollar Amount of Letter of Credit
         liabilities denominated in Alternative Currencies exceed $100,000,000.

          (b Availability of Facility; Required Payments. Subject to the terms
and conditions set forth in this Agreement, the facility is available from the
date of this Agreement to the Termination Date, and the Borrowers may borrow,
repay and reborrow at any time prior to the Termination Date. The Commitments
hereunder shall expire on the Termination Date and all outstanding Advances and
all other unpaid Obligations shall be paid in full on the Termination Date.

         SECTION 2.2. Committed Advances. (a Committed Advances. From and
including the date of this Agreement and prior to the Termination Date, each
Lender severally agrees, on the terms and conditions set forth in this
Agreement, to make Committed Loans to the Borrowers from time to time in Dollar
Amounts not to exceed in the aggregate at any one time outstanding to all
Borrowers the amount of such Lender's Commitment less the aggregate Dollar
Amount, at such time, of such Lender's Letter of Credit Liabilities. Each
Committed Advance hereunder shall consist of borrowings made from the several
Lenders ratably in proportion to the ratio that their respective Commitments
bear to the Aggregate Commitment. The Committed Advances shall be evidenced by
the Notes and shall be repaid as provided by the terms of Section 2.01(b).

          (b Types of Committed Advances. The Committed Advances may be Floating
Rate Advances or Eurocurrency Committed Advances, or a combination thereof,
selected by the Borrower in accordance with Sections 2.02(c) and 2.02(d).


          (c Method of Selecting Types and Interest Periods for New Committed
Advances. The Borrower shall select the Type of Advance and, in the case of each
Fixed Rate Advance, the Interest Period applicable to each Committed Advance
from time to time. The Borrower shall give the Administrative Agent

                                        20
<PAGE>

notice (a "Committed Borrowing Notice") not later than 10:00 a.m. (Chicago time)
on the Borrowing Date of each Floating Rate Advance, three Business Days before
the Borrowing Date for each Eurocurrency Committed Advance denominated in
Dollars and five Business Days before the Borrowing Date for each Eurocurrency
Committed Advance denominated in an Alternative Currency. A Committed Borrowing
Notice shall specify:

                  (i  the Borrowing Date, which shall be a Business Day, of
         such Committed Advance;

                 (ii  the aggregate principal amount of such Committed Advance;

                (iii  the Type of Committed Advance selected (including, in the
         case of a Eurocurrency Committed Advance, the currency in which such
         Advance is to be denominated); and

                 (iv in the case of each Eurocurrency Committed Advance, the
         Interest Period applicable thereto (which may not end after the
         Termination Date).

Subject to Section 3.03, each Committed Borrowing Notice shall be irrevocable.

          (d Conversion and Continuation of Outstanding Committed Advances.
Floating Rate Advances shall continue as Floating Rate Advances unless and until
such Floating Rate Advances are either prepaid in accordance with Section
2.05(c) or converted into Eurocurrency Committed Advances denominated in
Dollars. Unless sooner prepaid in accordance with Section 2.05(c) or converted
in accordance with this Section, each Eurocurrency Committed Advance shall
continue as a Eurocurrency Committed Advance until the end of the then
applicable Interest Period therefor, at which time (x) if such Eurocurrency
Committed Advance is denominated in Dollars such Eurocurrency Committed Advance
shall be automatically converted into a Floating Rate Advance unless the
Borrower shall have given the Administrative Agent a timely notice of prepayment
thereof pursuant to Section 2.05(c) or a timely Conversion / Continuation Notice
requesting that, at the end of such Interest Period, such Eurocurrency Committed
Advance either continue as a Eurocurrency Committed Advance for the same or
another Interest Period or be converted into a Floating Rate Advance and (y)
subject to Section 2.05(m)(ii), if such Eurocurrency Committed Advance is
denominated in an Alternative Currency, such Eurocurrency Committed Advance
shall be automatically continued as a Eurocurrency Committed Advance in the same
Alternative Currency for an additional Interest Period of one month, unless the
Borrower shall have given the

                                        21
<PAGE>

Administrative Agent a timely notice of prepayment thereof pursuant to Section
2.05(c) or a timely Continuation Notice requesting that at the end of such
Interest Period such Eurocurrency Committed Advance continue as a Eurocurrency
Committed Advance for another Interest Period. If the Administrative Agent does
not receive such timely notice of prepayment or Continuation Notice, it shall
notify the Lenders to such effect on the date such notice is due. Subject to the
terms of Section 2.05(b), the Borrower may elect from time to time to convert
all or any part of a Committed Advance of any Type denominated in Dollars into
the other Type of Committed Advances denominated in Dollars; provided that any
conversion of any Eurocurrency Committed Advance on any day other than the last
day of the Interest Period applicable thereto shall be subject to Section 3.04.
The Borrower shall give the Administrative Agent notice (a "Conversion /
Continuation Notice") of each conversion of a Committed Advance or continuation
of a Eurocurrency Committed Advance not later than 10:00 a.m. (Chicago time)
three Business Days, in the case of a conversion into or continuation of a
Committed Advance denominated in Dollars or five Business Days, in the case of a
continuation of a Eurocurrency Committed Advance denominated in an Alternative
Currency, prior to the date of, the requested conversion or continuation,
specifying:

                  (i  the requested date, which shall be a Business Day, of such
         conversion or continuation;

                 (ii  the aggregate amount and Type of the Committed Advance
         which is to be converted or continued; and

                (iii  the amount and Type(s) of Committed Advance(s) into which
         such Committed Advance is to be converted or continued and, in the case
         of a conversion into or continuation of a Eurocurrency Committed
         Advance, the duration of the Interest Period applicable thereto (which
         may not end after the Termination Date).

Subject to Section 3.03, each Conversion/Continuation Notice shall be
irrevocable. Changes in the currency in which an Advance is denominated may not
be effected by a conversion pursuant to this Section 2.02(d).

         SECTION 2.3.  Competitive Bid Advances.

          (a Competitive Bid Option; Repayment of Competitive Bid Advances. In
addition to Committed Advances pursuant to Section 2.02, but subject to the
terms and conditions set forth in this Agreement (including, without limitation,
the limitation set forth in Section 2.01(a)(iv) as to the maximum aggregate
Dollar

                                        22
<PAGE>

Amount of all outstanding Advances and Letter of Credit Liabilities
hereunder and the limitation set forth in Section 4.03(c) as to the minimum
credit standing for Competitive Bid Advances), any Borrower may, as set forth in
this Section 2.03, request the Lenders, prior to the Termination Date, to make
offers to make Competitive Bid Advances to such Borrower. Each Lender may, but
shall have no obligation to, make such offers and the Borrower may, but shall
have no obligation to, accept any such offers in the manner set forth in this
Section 2.03. Competitive Bid Advances shall be evidenced by the Notes. Each
Competitive Bid Advance shall be repaid in full by the Borrower on the last day
of the Interest Period applicable thereto.

          (b Competitive Bid Quote Request. When the Borrower wishes to request
offers to make Competitive Bid Loans under this Section 2.03, it shall transmit
to each Lender by telex or telecopy a Competitive Bid Quote Request so as to be
received no later than (i) 10:00 a.m. (Chicago time) at least five Business Days
prior to the Borrowing Date proposed therein, in the case of a Eurocurrency
Auction denominated in Dollars, (ii) 10:00 a.m. (Chicago time) at least seven
Business Days prior to the Borrowing Date, in the case of a Eurocurrency Auction
denominated in an Alternative Currency or (iii) 10:00 a.m. (Chicago time) at
least one Business Day prior to the Borrowing Date proposed therein, in the case
of an Absolute Rate Auction specifying:

                           (A0 the proposed Borrowing Date, which shall be a
                  Business Day, for the proposed Competitive Bid Advance;

                           (B0   the aggregate principal amount of such
                  Competitive Bid Advance;

                           (C0 whether the Competitive Bid Quotes requested are
                  to set forth a Competitive Bid Margin or an Absolute Rate, or
                  both;

                           (D0   in the case of a Eurocurrency Auction, the
                  currency in which the Loans are to be denominated; and

                           (E0 the Interest Period applicable thereto (which may
                  not end after the Termination Date).

         The Borrower may request offers to make Competitive Bid Loans for more
than one Interest Period and for a Eurocurrency Auction and an Absolute Rate
Auction in a single Competitive Bid Quote Request. No Competitive Bid Quote
Request shall be given within 3 Business Days of any other Competitive

                                        23
<PAGE>


Bid Quote Request. Each Competitive Bid Quote Request shall be in an Approved
Multiple.

          (c Submission and Contents of Competitive Bid Quotes. (i) Each Lender
may, in its sole discretion, submit to the Borrower a Competitive Bid Quote
containing an offer or offers to make Competitive Bid Loans in response to any
invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply
with the requirements of this Section 2.03(c) and must be submitted to the
Borrower by telecopy at its address specified in or pursuant to Article 13 not
later than (a) 1:00 p.m. (Chicago time) at least three Business Days prior to
the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated
in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to
the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated
in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed
Borrowing Date, in the case of an Absolute Rate Auction. Subject to Articles 4
and 8, any Competitive Bid Quote so made shall be irrevocable.

                 (ii     Each Competitive Bid Quote shall in any case specify:

                           (A0 the proposed Borrowing Date, which shall be the
                  same as that set forth in the applicable invitation for
                  Competitive Bid Quotes;

                           (B0 the principal amount of the Competitive Bid Loan
                  for which each such offer is being made, which principal
                  amount (1) may be greater than, less than or equal to the
                  Commitment of the quoting Lender, (2) must be an Approved
                  Multiple and (3) may not exceed the principal amount of
                  Competitive Bid Loans for which offers were requested;

                           (C0 in the case of a Eurocurrency Auction, the
                  Competitive Bid Margin offered for each such Competitive Bid
                  Loan;

                           (D) the limit, if any, as to the aggregate principal
                  amount of the Competitive Bid Loans from such Lender which may
                  be accepted by the Borrower;

                           (E) in the case of an Absolute Rate Auction, the
                  Absolute Rate offered for each such Competitive Bid Loan;

                           (F)   the applicable Interest Period; and


                                        24
<PAGE>

                           (G) the identity of the quoting Lender.

                (iii)  The Borrower shall reject any Competitive Bid Quote that:

                           (A) is not substantially in the form of Exhibit "D"
                  hereto or does not specify all of the information required by
                  Section 2.03(c)(ii);

                           (B) contains qualifying, conditional or similar
                  language, other than any such language contained in Exhibit
                  "D" hereto;

                           (C) proposes terms other than or in addition to those
                  set forth in the applicable invitation for Competitive Bid
                  Quotes; or

                           (D) arrives after the time set forth in Section
                  2.03(c)(i).

         If any Competitive Bid Quote shall be rejected pursuant to this Section
2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection
as soon as practical.

          (d) Acceptance and Notice by the Borrower. Not later than (i) 2:00
p.m. (Chicago time) at least three Business Days prior to the proposed Borrowing
Date, in the case of a Eurocurrency Auction denominated in Dollars, (ii) 2:00
p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing
Date, in the case of a Eurocurrency Auction denominated in an Alternative
Currency or (iii) 10:00 a.m. (Chicago time) on the proposed Borrowing Date, in
the case of an Absolute Rate Auction, the Borrower shall notify each Lender of
its acceptance or rejection of the offers so submitted to it pursuant to Section
2.03(c); provided, however, that the failure by the Borrower to give such notice
to any Lender shall be deemed to be a rejection by the Borrower of all such
offers made by such Lender. In the case of acceptance, such notice (a
"Competitive Bid Borrowing Notice") shall specify the aggregate principal amount
of offers for each Interest Period that are accepted. The Borrower may accept or
reject any Competitive Bid Quote in whole or in part (subject to the terms of
Section 2.03(c)(ii)(D)); provided that:

                           (A) the aggregate principal amount of each
                  Competitive Bid Advance may not exceed the applicable amount
                  set forth in the related Competitive Bid Quote Request;

                                        25
<PAGE>
                           (B) acceptance of offers may only be made on the
                  basis of ascending Competitive Bid Margins or Absolute Rates,
                  as the case may be; and

                           (C) the Borrower may not accept any offer of the type
                  described in Section 2.03(c)(iii) or that otherwise fails to
                  comply with the requirements of this Agreement for the purpose
                  of obtaining a Competitive Bid Loan under this Agreement.

          (e) Allocation by the Borrower. If offers are made by two or more
Lenders with the same Competitive Bid Margins or Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of which
offers are permitted to be accepted for the related Interest Period, the
principal amount of Competitive Bid Loans in respect of which such offers are
accepted shall be allocated by the Borrower among such Lenders as nearly as
possible (in such multiples, not greater than $1,000,000 (or the equivalent in
an Alternative Currency), as the Borrower may deem appropriate) in proportion to
the aggregate principal amount of such offers. Allocations by the Borrower of
the amounts of Competitive Bid Loans shall be conclusive in the absence of
manifest error. The Borrower shall promptly, but in any event on the same
Business Day in the case of Eurocurrency Bid Rate Advances, and by 11:00 a.m.
(Chicago time) in the case of Absolute Rate Advances, notify each Lender that
submitted a Competitive Bid Quote of its receipt of a Competitive Bid Borrowing
Notice and the aggregate principal amount of such Competitive Bid Advance
allocated to each participating Lender.

          (f) Notice by the Borrower to the Administrative Agent. Promptly, but
in any event on the same Business Day that the Borrower issues any Competitive
Bid Borrowing Notice, the Borrower shall give the Administrative Agent notice of
the amount, maturity, applicable interest rate and Lender for each Competitive
Bid Loan accepted by the Borrower pursuant to such Competitive Bid Borrowing
Notice.

         SECTION 2.4. Facility Fees. The Company hereby agrees to pay to the
Administrative Agent for the account of each Lender, ratably in the proportion
that such Lender's Commitment bears to the Aggregate Commitment, a per annum
facility fee at the Facility Fee Rate (determined daily in accordance with the
Pricing Schedule) on the daily amount of the Aggregate Commitment, payable
quarterly in arrears on each Payment Date and on the Termination Date. All
accrued facility fees hereunder shall be payable on the effective date of any
termination of the obligations of the Lenders to make Loans hereunder.

                                        26
<PAGE>

         SECTION 2.5.  General Facility Terms.

          (a) Method of Borrowing. Not later than (i) 12:00 noon (Chicago time)
on each Borrowing Date for each Advance denominated in Dollars and (ii) the
funding deadline designated by the Administrative Agent in the case of any
Advance denominated in an Alternative Currency (which shall be no earlier than
10:00 a.m. local time in the place of payment and no later than 12:00 noon
(Chicago time)), each Lender shall make available its Loan or Loans, if any, in
immediately available funds, to the Administrative Agent at its address
specified pursuant to Article 13 or at such other location as the Administrative
Agent shall direct. The Administrative Agent shall promptly deposit the funds so
received from the Lenders in the Borrower's account at the Administrative
Agent's main office in Chicago or as otherwise directed by the Borrower.
Notwithstanding the foregoing provisions of this Section 2.05(a), to the extent
that a Loan made to a Borrower by a Lender matures on the Borrowing Date of a
requested Loan to such Borrower in the same currency, such Lender shall apply
the proceeds of the Loan it is then making to the repayment of principal of the
maturing Loan.

          (b) Minimum Amount of Each Committed Advance. Except as contemplated
by Section 2.07(d), each Committed Advance shall be in an Approved Multiple;
provided, however, that any Floating Rate Advance may be in the aggregate amount
of the unused Aggregate Commitment.

          (c) Optional Principal Payments. The Borrower may from time to time
pay all of its outstanding Committed Advances, or, in an Approved Multiple, any
portion of the outstanding Committed Advances upon (i) in the case of any
Floating Rate Advance, notice to the Administrative Agent not later than 10:00
a.m. (Chicago time) on the date of prepayment, (ii) in the case of any
Eurocurrency Committed Advance denominated in Dollars, three Business Days'
prior notice to the Administrative Agent and (iii) in the case of any
Eurocurrency Committed Advance denominated in an Alternative Currency, five
Business Days' prior notice to the Administrative Agent. Any such notice of
prepayment shall be irrevocable. All such payments shall be made in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified in Article 13 or at any other location specified by the
Administrative Agent in accordance with Section 2.05(g) not later than (i) noon
(Chicago time) on the date of payment for each Advance denominated in Dollars
and (ii) the funding deadline designated by the Administrative Agent in the case
of any Advance denominated in an Alternative Currency (which shall be no earlier
than 10:00 a.m. local time in the place of payment and no later than 12:00 noon
(Chicago time)). Subject to Section 2.05(m)(i), a Competitive Bid Advance may
not be prepaid prior to the last day of its applicable Interest Period without
the prior consent of

                                        27
<PAGE>

the Lender which originally made such Loan, which consent
may be given or withheld at the Lender's sole and absolute discretion, provided
that no Competitive Bid Advance may be prepaid if there exists a Default. Any
prepayment of a Fixed Rate Advance prior to the end of its applicable Interest
Period shall be subject to the indemnity provisions of Section 3.04.

          (d) Interest Periods. Subject to the provisions of Section 2.05(e),
each Advance shall bear interest from and including the first day of the
Interest Period applicable thereto to (but not including) the earlier of (i) the
last day of such Interest Period or (ii) the date of any earlier prepayment as
permitted by Section 2.05(c), at the interest rate determined as applicable to
such Advance, payable in the currency of such Advance.

          (e) Rate after Maturity. Except as provided in the next sentence, any
Advance not paid at maturity, whether by acceleration or otherwise, shall bear
interest until paid in full at a rate per annum equal to (i) in the case of an
Advance denominated in Dollars, the Alternate Base Rate plus 2% per annum,
payable upon demand and (ii) in the case of an Advance denominated in an
Alternative Currency, the sum of 2% plus the Applicable Eurocurrency Margin for
Eurocurrency Committed Advances for such day plus the quotient obtained by
dividing (x) the average of the respective rates per annum at which one day (or,
if such amount due remains unpaid more than five Business Days, then for such
other period of time not longer than three months as the Administrative Agent
may select) deposits in such Alternative Currency in an amount approximately
equal to such overdue payment are offered by the principal London office of the
Administrative Agent in the London interbank market for the applicable period
determined as provided above by (y) 1.00 minus the Reserve Requirement. In the
case of a Fixed Rate Advance the maturity of which is accelerated, such Fixed
Rate Advance shall bear interest for the remainder of the applicable Interest
Period (or until paid if paid prior to the end of such Interest Period), at the
higher of the rate otherwise applicable to such Fixed Rate Advance for such
Interest Period plus 2% per annum or the applicable rate specified in the
preceding sentence.

          (f) Interest Payment Dates; Interest Basis. Interest accrued on each
Fixed Rate Advance shall be payable on the last day of its applicable Interest
Period, on any date on which such Fixed Rate Advance is prepaid or converted,
and at the maturity of such Advance. Interest accrued on each Floating Rate
Advance shall be payable on each Payment Date, on any date on which such
Floating Rate Advance is prepaid, and at the maturity of such Advance. Interest
accrued on each Fixed Rate Advance having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during

                                        28
<PAGE>

such Interest Period. Interest on Fixed Rate Loans, facility fees and letter of
credit fees hereunder shall be calculated for actual days elapsed on the basis
of a 360-day year. Interest on Floating Rate Loans shall be calculated for
actual days elapsed on the basis of a 365-day year, or, when applicable, 366-day
year. Interest shall be payable for the day an Advance is made but not for the
day of any payment on the amount paid if payment is received prior to the
deadline specified pursuant to Section 2.05(g). If any payment of principal of
or interest on an Advance shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day and, in the case
of a principal payment, such extension of time shall be included in computing
interest in connection with such payment.

          (g) Method of Payment. Subject to the last sentence of Section 2.05(a)
and to Section 2.07(d), all payments of principal, interest, and fees hereunder
shall be made by (i) noon (local time) for each payment in Dollars and (ii) the
funding deadline designated by the Administrative Agent for each payment in an
Alternative Currency (which shall be no earlier than 10:00 a.m. local time in
the place of payment and no later than 12:00 noon (Chicago time)), on the date
when due in immediately available funds to the Administrative Agent, without
setoff, counterclaim or other deduction, at the Administrative Agent's address
specified pursuant to Article 13, or at any other location specified in writing
by the Administrative Agent to the Borrower and shall be distributed by the
Administrative Agent ratably among all Lenders in the case of fees and payments
in respect of Committed Advances and ratably among the applicable Lenders in
respect of Competitive Bid Advances. Each payment delivered to the
Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type of funds which the
Administrative Agent received at its address specified pursuant to Article 13 or
at any location specified in a notice received by the Administrative Agent from
such Lender. All payments of the principal of and interest on any Loan shall be
made in the currency in which such Loan is denominated.

          (h) Notes. Each Lender is hereby authorized to record on the schedule
attached to each of its Notes, or otherwise record in accordance with its usual
practice, the date and amount of each of its Loans evidenced by such Note;
provided, however, that any failure to so record shall not affect the Obligors'
obligations under any Loan Document.

          (i) Notification of Advances, Interest Rates and Prepayments. The
Administrative Agent will notify each Lender of the contents of each Aggregate
Commitment reduction notice, Committed Borrowing Notice, Conversion/Continuation
Notice and repayment notice received by it hereunder

                                        29
<PAGE>

promptly and in any event before the close of business on the same Business Day
of receipt thereof (or, in the case of borrowing notices with respect to
Floating Rate Advances and Absolute Rate Advances, within one hour of receipt
thereof). The Administrative Agent will notify each Lender of the interest rate
applicable to each Fixed Rate Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

          (j) Non-Receipt of Funds by the Administrative Agent. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
scheduled payment, the Administrative Agent may assume that such scheduled
payment has been made. The Administrative Agent may, but shall not be obligated
to, make the amount of such scheduled payment available to the intended
recipient in reliance upon such assumption. If such Lender or the Borrower, as
the case may be, has not in fact made such scheduled payment to the
Administrative Agent, the recipient of such scheduled payment shall, on demand
by the Administrative Agent, repay to the Administrative Agent the amount so
made available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (A) in the case of scheduled payment by a
Lender, (x) if such payment is in Dollars, the Federal Funds Effective Rate for
such day or (y) if such payment is in an Alternative Currency, the rate per
annum at which one-day deposits in the relevant currency are offered by the
principal London office of the Administrative Agent in the London interbank
market for such day or (B) in the case of scheduled payment by the Borrower, the
interest rate applicable to the relevant Loan.

          (k) Cancellation. The Company may at any time after the date hereof
cancel the Aggregate Commitment, in whole, or in a minimum aggregate amount of
$10,000,000 (and in integral multiples of $1,000,000 if in excess thereof)
ratably among the Lenders upon written notice to the Administrative Agent not
later than 10:00 a.m. (Chicago time) on the effective date of cancellation
specified therein, which notice shall specify the amount of such reduction;
provided, however, no such notice of cancellation shall be effective to the
extent that it would reduce the Aggregate Commitment to an amount which would be
less than the sum of the aggregate Dollar Amount of Loans outstanding at the
time such cancellation is to take effect plus the aggregate Dollar Amount of all
Letter of Credit Liabilities at such time. Any notice of cancellation given
pursuant to this

                                        30
<PAGE>

Section 2.05(k) shall be irrevocable and shall specify the date
upon which such cancellation is to take effect.

          (l) Lending Installations. Subject to Section 12.06, each Lender may,
by written (including telex or telecopy) notice to the Administrative Agent and
the Company, book its Loans and Letter of Credit Liabilities at any Lending
Installation selected by such Lender and may from time to time change its
Lending Installation and for whose account Loan and Letter of Credit payments
are to be made. Each Lender will notify the Administrative Agent and the Company
on or prior to the date of this Agreement of the Lending Installation which it
intends to utilize for each type of Loan and Letter of Credit hereunder.

          (m)   Currency Equivalents.

                  (i) The Administrative Agent shall determine the Dollar Amount
         of each Advance denominated in an Alternative Currency as of the first
         day of each Interest Period applicable thereto, and in the case of any
         such Interest Period of more than three months, at three month
         intervals after the first day thereof. The Administrative Agent shall
         determine the Dollar Amount of any Letter of Credit Liabilities
         denominated in an Alternative Currency on the date of issuance of the
         related Letter of Credit and on the last day of March, June, September
         and December on which any Letter of Credit is outstanding. The
         Administrative Agent shall promptly notify the Borrower and the Lenders
         of each Dollar Amount so determined by it. Each such determination
         shall be based on the spot rate at which in accordance with normal
         banking procedures the Administrative Agent could purchase the
         Alternative Currency with Dollars in the interbank market in London at
         11:00 a.m. (London time) two Business Days prior to the date as of
         which such Dollar Amount is to be determined. If after giving effect to
         any such determination of a Dollar Amount, the sum of the aggregate
         Dollar Amount of all outstanding Advances plus the aggregate Dollar
         Amount of all Letter of Credit Liabilities exceeds the Aggregate
         Commitment, the Borrowers shall within five Business Days prepay
         outstanding Advances (as selected by the Company) to the extent
         necessary to eliminate such excess; provided that such prepayment shall
         be (x) applied to outstanding Committed Advances to the extent
         necessary to prepay such Advances in full before prepayment of any
         Competitive Bid Advances pursuant to this Section 2.05(m)(i), and (y)
         subject to Section 3.04.

                 (ii) If for the purpose of obtaining judgment in any court it
         is necessary to convert a sum due from any Obligor hereunder or under
         any

                                        31
<PAGE>

         of the Notes in the currency expressed to be payable herein or
         under the Notes (the "specified currency") into another currency, the
         parties hereto agree, to the fullest extent that they may effectively
         do so, that the rate of exchange used shall be that at which in
         accordance with normal banking procedures the Administrative Agent
         could purchase the specified currency with such other currency at the
         Administrative Agent's London office at 11:00 a.m. (London time) on the
         Business Day preceding that on which final judgment is given. The
         obligations of each Obligor in respect of any sum due to any Lender or
         the Administrative Agent hereunder or under any Note shall,
         notwithstanding any judgment in a currency other than the specified
         currency, be discharged only to the extent that on the Business Day
         following receipt by such Lender or the Administrative Agent (as the
         case may be) of any sum adjudged to be so due in such other currency
         such Lender or the Administrative Agent (as the case may be) may in
         accordance with normal banking procedures purchase the specified
         currency with such other currency; if the amount of the specified
         currency so purchased is less than the sum originally due to such
         Lender or the Administrative Agent, as the case may be, in the
         specified currency, each Obligor agrees, to the fullest extent that it
         may effectively do so, as a separate obligation and notwithstanding any
         such judgment, to indemnify such Lender or the Administrative Agent, as
         the case may be, against such loss, and if the amount of the specified
         currency so purchased exceeds (A) the sum originally due to any Lender
         or the Administrative Agent, as the case may be, in the specified
         currency and (B) any amounts shared with other Lenders as a result of
         allocations of such excess as a disproportionate payment to such Lender
         under Article 11, such Lender or the Administrative Agent, as the case
         may be, agrees to remit such excess to the Company for the account of
         the Obligors.

          (n)   Taxes.

                  (i) Any and all payments by a Borrower hereunder or under the
         Notes shall be made free and clear of and without deduction for any and
         all present or future taxes, levies, imposts, deductions, charges or
         withholdings, and all liabilities with respect thereto excluding, (A)
         in the case of each Lender and Agent, taxes imposed on its income, and
         franchise or similar taxes imposed on it, by the jurisdiction under the
         laws of which such Lender or Agent is organized or any political
         subdivision thereof and taxes imposed on its income, and franchise
         taxes imposed on it, by the jurisdiction of such Lender's applicable
         Lending Installation or any political subdivision thereof and (B) in
         the case of each Lender, any United States withholding tax imposed on
         such payments but only to the

                                        32
<PAGE>

         extent not attributable to a change in law, regulation, treaty or
         interpretation after the time such Lender first becomes a party to this
         Agreement (all such non-excluded taxes, levies, imposts, deductions,
         charges, withholdings and liabilities arising out of or related to this
         Agreement being hereinafter referred to as "Taxes"). If any Borrower
         shall be required by law to deduct any Taxes from or in respect of any
         sum payable hereunder or under any Note to any Lender or Agent, (A) the
         sum payable shall be increased as may be necessary so that after making
         all required deductions (including deductions applicable to additional
         sums payable under this Section 2.05(n)) such Lender or Agent (as the
         case may be) receives an amount equal to the sum it would have received
         had no deductions been made, (B) such Borrower shall make such
         deductions and (C) such Borrower shall pay the full amount deducted to
         the relevant taxation authority or other authority in accordance with
         applicable law and provide such Lender or Agent (as the case may be)
         with a receipt or other evidence of such payment.

                 (ii) In addition, each Borrower agrees to pay any present or
         future stamp or documentary taxes or any other excise or property
         taxes, charges or similar levies which arise from any payment made
         hereunder or under the Notes or from the execution, delivery,
         enforcement or registration of, or otherwise with respect to, the Loan
         Documents or the Letters of Credit (hereinafter referred to as "Other
         Taxes").

                (iii) Each Borrower will indemnify each Lender and Agent for the
         full amount of Taxes or Other Taxes (including, without limitation, any
         Taxes or Other Taxes imposed by any jurisdiction on amounts payable
         under this Section 2.05(n)) paid by such Lender or Agent and any
         liability including penalties, interest and expenses arising therefrom
         or with respect thereto, whether or not such Taxes or Other Taxes were
         correctly or legally asserted by the relevant taxing authority or other
         governmental entity. This indemnification shall be made to the
         Administrative Agent for the account of such Lender or Agent (as the
         case may be) within 30 days from the date such Lender or Agent makes
         written demand therefor (with a copy of such demand to the
         Administrative Agent in the case of a demand by a Lender or another
         Agent). If a Lender or Agent shall become aware that it is entitled to
         receive a refund in respect of Taxes or Other Taxes as to which it has
         been indemnified by a Borrower pursuant to this Section 2.05(n), it
         shall promptly notify such Borrower of the availability of such refund
         and, unless such Lender or Agent determines in good faith that it is
         not in its best interests to do so, shall apply for such refund. If any
         Lender or Agent receives a refund in respect of any Taxes or Other

                                        33
<PAGE>

         Taxes as to which it has been indemnified by a Borrower pursuant to
         this Section 2.05(n), it shall promptly notify such Borrower of such
         refund and shall promptly repay such refund to such Borrower (to the
         extent of amounts that have been paid by such Borrower under this
         Section 2.05(n) with respect to such refund), net of all out-of-pocket
         expenses of such Lender or Agent in obtaining such refund; provided
         that the Borrower, upon the request of such Lender or Agent agrees to
         return such refund (plus penalties, interest or other charges) to such
         Lender or Agent in the event such Lender or Agent is required to repay
         such refund.

                 (iv) Notwithstanding the foregoing, unless, prior to the
         initial Borrowing Date (in the case of a Lender listed on the signature
         pages hereto), and prior to the effective date of the Assignment and
         Acceptance by which it became a Lender (in the case of Lender that
         became a Lender pursuant to such Assignment and Acceptance), and in
         each case from time to time thereafter, if requested by the Company or
         the Administrative Agent, each Lender organized under the laws of a
         jurisdiction outside the United States shall have provided the Company
         and the Administrative Agent with the forms prescribed by the Internal
         Revenue Service of the United States certifying as to such Lender's
         status for purposes of determining exemption from United States
         withholding taxes with respect to all payments of interest to be made
         to such Lender hereunder or other documents satisfactory to the Company
         which, in each case, shall indicate that all payments to be made to
         such Lender hereunder are not subject to United States withholding tax
         or are subject to such taxes at a rate reduced to zero by an applicable
         tax treaty, neither the Company nor any other Borrower shall have any
         obligation under the last sentence of Section 2.05(n)(i) to make any
         payments to or for the benefit of such Lender in respect of Taxes
         imposed by the United States of America unless such Lender is unable to
         provide such form as a result of a change in law or treaty after the
         time such Lender becomes a party to this Agreement.

          (o) Regulation D Compensation. For so long as any Lender maintains
reserves against "Eurocurrency liabilities" (or any other category of
liabilities which includes deposits by reference to which interest rate on
Eurocurrency Committed Loans is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of
such Lender to United States residents), and as a result the cost to such Lender
(or its Lending Installation) of making or maintaining any of its Eurocurrency
Committed Loans is increased or any amount received in connection therewith is
reduced, then such Lender may require the Borrower to pay, contemporaneously
with each payment of interest on such Loans, additional interest on the related
Eurocurrency

                                        34
<PAGE>

Committed Loan of such Lender at a rate per annum up to but not
exceeding the excess of (i)(A) the applicable Eurocurrency Base Rate divided by
(B) one minus the Reserve Requirement over (ii) the applicable Eurocurrency Base
Rate. Any Lender wishing to require payment of such additional interest (x)
shall so notify the Borrower and the Administrative Agent, in which case such
additional interest on the Eurocurrency Committed Loans of such Lender shall be
payable to such Lender at the place indicated in such notice with respect to
each Interest Period which commences at least three Business Days after the
giving of such notice and (y) shall furnish to the Borrower at least five
Business Days prior to each date on which interest is payable on the
Eurocurrency Committed Loans a certificate setting forth the amount to which
such Lender is then entitled under this Section 2.05(o).

          (p) Euros. Each payment by the Administrative Agent in Euro will be
made in Euro Units rather than National Currency Units, unless the
Administrative Agent notifies the recipient otherwise. This provision does not
affect the rights of any party under EMU Legislation or other applicable law to
make Euro payments in a National Currency Unit or to receive Euro payments
credited to its account in a National Currency Unit.

          (q) Dollar-Only Lenders. The Loan to be made by each Dollar-Only
Lender as part of each Alternative Currency Advance shall be a Eurocurrency
Committed Loan denominated in Dollars in the same Dollar Amount as the Loan it
would have made as part of such Advance but for the provisions of this Section
2.05(q). With the consent of the Company, the Administrative Agent and the
Dollar-Only Lenders may, in respect of such Loans, make such adjustments to the
provisions of this Agreement relating to administration of Alternative Currency
Loans as may be mutually acceptable to them to facilitate the implementation of
this Section 2.05(q), subject to the requirement that the aggregate Dollar
Amount of Committed Loans made by all Lenders shall at all times be ratable in
proportion to their Commitments. In the event of any inconsistency between the
provisions of this Section 2.05(q) and the other provisions of this Agreement,
this Section 2.05(q) shall control.

         SECTION 2.6. Optional Increase in Commitments. At any time, if no
Default or Unmatured Default shall have occurred and be continuing, the Company
may, if it so elects, increase the aggregate amount of the Commitments, either
by designating one or more banks or other financial institutions not theretofore
a Lender to become a Lender (such designation to be effective only with the
prior written consent of the Administrative Agent, which consent will not be
unreasonably withheld, and of each Issuing Bank that (x) has issued a Letter of
Credit as to which there are Letter of Credit Liabilities at such time or (y)
has a

                                        35
<PAGE>

commitment to issue Letters of Credit at such time) or by agreeing with
one or more existing Lenders that such Lender's Commitment shall be increased.
Upon execution and delivery by the Company and each such Lender or bank or other
financial institution of an instrument in form reasonably satisfactory to the
Administrative Agent, such existing Lender shall have a Commitment as therein
set forth or such bank or other financial institution shall become a Lender with
a Commitment as therein set forth and all the rights and obligations of a Lender
with such a Commitment hereunder; provided:

          (a) that the Company shall provide prompt notice of such increase to
the Administrative Agent, who shall promptly notify the Lenders;

          (b)   that the amount of such increase is not less than $10,000,000;

          (c) that the amount of such increase, together with all other
increases in the aggregate amount of the Commitments pursuant to this Section
2.06 since the date of this Agreement, does not exceed $250,000,000; and

          (d) that after giving effect to such increase, no Lender has a
Commitment in an amount greater than 20% of the aggregate amount of the
Commitments.

         Upon any increase in the aggregate amount of the Commitments pursuant
to this Section 2.06, (i) the respective Letter of Credit Liabilities of the
Lenders shall be redetermined as of the effective date of such increase and (ii)
within five Business Days, in the case of each Floating Rate Advance then
outstanding, and at the end of the then current Interest Period with respect
thereto, in the case of each Eurocurrency Committed Advance then outstanding,
the Borrower shall prepay or repay such Advance in its entirety and, to the
extent the Borrower elects to do so and subject to the conditions specified in
Article 4, the Borrower shall reborrow Committed Loans from the Lenders in
proportion to their respective Commitments after giving effect to such increase,
until such time as all outstanding Committed Loans are held by the Lenders in
such proportion.

         SECTION 2.7. Letters of Credit. (a) Existing Letters of Credit. On the
date hereof, without further action by any party hereto, First Union National
Bank shall be deemed to have granted to each Lender, and each Lender shall be
deemed to have acquired from First Union National Bank, a participation in each
Existing Letter of Credit equal to such Lender's proportionate share of the
related Letter of Credit Liabilities. Such participations shall be on all the
same terms and conditions as participations granted in Additional Letters of
Credit under this Section 2.07.

                                        36
<PAGE>

          (b) Additional Letters of Credit. Subject to the terms and conditions
hereof, and in reliance upon the obligation of the other Lenders to participate
therein, each Issuing Bank agrees to issue Additional Letters of Credit
hereunder from time to time before the tenth day before the Termination Date
upon the request of any Borrower; provided that, immediately after each
Additional Letter of Credit is issued, (i) the Letter of Credit Liabilities in
respect of Letters of Credit issued by such Issuing Bank shall not exceed its
Issuing Bank Limit, (ii) the aggregate Dollar Amount of all Letter of Credit
Liabilities shall not exceed the Letter of Credit Commitment and (iii) the
aggregate Dollar Amount at such time of the Letter of Credit Liabilities plus
the aggregate Dollar Amount of all outstanding Advances shall not exceed the
Aggregate Commitment. Upon the date of issuance by an Issuing Bank of an
Additional Letter of Credit, the Issuing Bank shall be deemed, without further
action by any party hereto, to have sold to each Lender, and each Lender shall
be deemed, without further action by any party hereto, to have purchased from
such Issuing Bank, a participation in such Additional Letter of Credit and the
related Letter of Credit Liabilities in the proportion their respective
Commitments bear to the Aggregate Commitment.

          (c) Procedure for Issuance. The Borrower shall give the Issuing Bank
notice at least three Business Days prior to the requested issuance of an
Additional Letter of Credit specifying the date such Additional Letter of Credit
is to be issued, specifying the currency in which such Additional Letter of
Credit is to be denominated (which shall be Dollars or an Alternative Currency)
and the amount thereof, and describing the other terms of such Additional Letter
of Credit and the nature of the transactions to be supported thereby (such
notice, including any such notice given in connection with the extension of a
Letter of Credit, a "Notice of Issuance"). Upon receipt of a Notice of Issuance,
the Issuing Bank shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Lender of the contents thereof
and of the amount of such Lender's participation in such Additional Letter of
Credit. The issuance by the Issuing Bank of each Additional Letter of Credit
shall, in addition to the conditions precedent set forth in Article 4, be
subject to the conditions precedent that such Additional Letter of Credit shall
be in such form and contain such terms as shall be satisfactory to the Issuing
Bank (consistent with its customary procedures and policies for the issuance of
letters of credit generally) and that the Borrower and (if other than the
Borrower) the Company shall have executed and delivered such other instruments
and agreements relating to such Additional Letter of Credit as the Issuing Bank
shall have reasonably requested. The Borrower shall also pay to the Issuing Bank
for its own account issuance, drawing, amendment and extension charges in the
amounts and at the times agreed between the Borrower and the Issuing Bank. The
extension or renewal of any Letter of Credit shall be deemed to be an issuance
of such Letter of Credit. If

                                        37
<PAGE>

any Letter of Credit contains a provision pursuant to which it is automatically
extended unless notice of termination is given by the Issuing Bank, the Issuing
Bank shall timely give such notice of termination if a Stop Issuance Notice is
in effect. No Letter of Credit shall have a term extending or be so extendible
beyond the fifth Business Day preceding the Termination Date.

          (d) Reimbursement of Drawings. Upon receipt from the beneficiary of
any Letter of Credit of any notice of a drawing under such Letter of Credit, the
Issuing Bank shall notify the Administrative Agent and the Administrative Agent
shall promptly notify the Borrower and each other Lender as to the amount to be
paid as a result of such demand or drawing and the payment date. The Borrower
shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank
on such payment date (or, if the drawing occurs after 1:00 p.m. (Chicago time),
on the next Business Day) for any amounts paid by the Issuing Bank upon any
drawing under any Letter of Credit, without presentment, demand, protest or
other formalities of any kind. All such amounts paid by the Issuing Bank and
remaining unpaid by the Borrower shall bear interest, payable on demand, for
each day from the date of payment by the Issuing Bank until paid in full by the
Obligors at the rate per annum specified in Section 2.05(e) for the relevant
currency. In addition, in the event that the Borrower shall fail to reimburse
the Issuing Bank on the due date set forth above, each Lender will pay to the
Administrative Agent, for the account of the Issuing Bank, immediately upon the
Issuing Bank's demand at any time during the period from the date of payment by
the Issuing Bank until reimbursement therefor in full by the Obligors, an amount
equal to such Lender's ratable share of such drawing (in proportion to its
participation therein), together with interest on such amount for each day from
the date of the Issuing Bank's demand for such payment (or, if such demand is
made less than two hours prior to the funding deadline for the relevant currency
on such date specified pursuant to Section 2.05(g), from the next succeeding
Business Day) to the date of payment by such Lender of such amount at the
applicable rate per annum specified in Section 2.05(j) for the relevant
currency. The Issuing Bank will pay to each Lender ratably all amounts received
from the Obligors for application in payment of their reimbursement obligations
in respect of any Letter of Credit, but only to the extent such Lender has made
payment to the Issuing Bank in respect of such Letter of Credit pursuant hereto.
In the case of a drawing under a Letter of Credit denominated in Dollars, the
Borrower shall, unless it gives not less than one Business Day's notice to the
Administrative Agent to the contrary, be deemed to have timely given a Committed
Borrowing Notice for a Floating Rate Advance on the date of such drawing in the
exact amount due the Issuing Bank hereunder on such date, and the Administrative
Agent shall apply the proceeds of such Advance to make payment thereof.


                                        38
<PAGE>

          (e) Obligations Absolute. The obligations of the Borrower and each
Lender under Section 2.07(d) shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement,
under all circumstances whatsoever, including without limitation the following
circumstances:

                  (i)any lack of validity or enforceability of this Agreement or
         any Letter of Credit or any document related hereto or thereto;

                 (ii) subject to Section 8.02, any amendment, waiver of or any
         consent to departure from all or any of the provisions of this
         Agreement, any Letter of Credit or any document related hereto or
         thereto;

                (iii) the use which may be made of the Letter of Credit by, or
         any acts or omission of, a beneficiary of a Letter of Credit (or any
         Person for whom the beneficiary may be acting);

                 (iv) the existence of any claim, set-off, defense or other
         rights that any Obligor may have at any time against a beneficiary of a
         Letter of Credit (or any Person for whom the beneficiary may be
         acting), the Lenders (including the Issuing Bank) or any other Person,
         whether in connection with this Agreement or the Letter of Credit or
         any document related hereto or thereto or any unrelated transaction;

                  (v) any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent or invalid in any
         respect or any statement therein being untrue or inaccurate in any
         respect whatsoever;

                 (vi) payment under a Letter of Credit to the beneficiary of
         such Letter of Credit against presentation to the Issuing Bank of a
         draft or certificate that does not strictly comply with the terms of
         the Letter of Credit; or

                (vii) any other act or omission to act or delay of any kind by
         any Lender (including the Issuing Bank), the Administrative Agent or
         any other Person or any other event or circumstance whatsoever that
         might, but for the provisions of this subsection (g), constitute a
         legal or equitable discharge of any Obligor's or Lender's obligations
         hereunder;

         provided that the provisions of this Section 2.07(e) shall not relieve
the Issuing Bank from responsibility for its own gross negligence or wilful
misconduct.


                                        39
<PAGE>

          (f) Indemnity. The Company hereby indemnifies and holds harmless each
Lender (including each Issuing Bank) and the Administrative Agent from and
against any and all claims, damages, losses, liabilities, costs or expenses
which such Lender or the Administrative Agent may incur (irrespective of whether
such Lender or the Administrative Agent is a party to any related suit, action
or proceeding and including, without limitation, any claims, damages, losses,
liabilities, costs or expenses which any Issuing Bank may incur by reason of or
in connection with the failure of any other Lender to fulfill or comply with its
obligations to such Issuing Bank hereunder (but nothing herein contained shall
affect any rights the Company may have against such defaulting Lender)), and
none of the Lenders (including an Issuing Bank) nor the Administrative Agent nor
any of their officers or directors or employees or agents shall be liable or
responsible, by reason of or in connection with the execution and delivery or
transfer of or payment or failure to pay under any Letter of Credit, including
without limitation any of the circumstances enumerated in Section 2.07(e) above,
as well as (i) any error, omission, interruption or delay in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, (ii)
any error in interpretation of technical terms, (iii) any loss or delay in the
transmission of any document required in order to make a drawing under a Letter
of Credit, (iv) any consequences arising from causes beyond the control of the
Issuing Bank, including without limitation any government acts, or any other
circumstances whatsoever in making or failing to make payment under such Letter
of Credit; provided that the Company shall not be required to indemnify the
Issuing Bank for any claims, damages, losses, liabilities, costs or expenses,
and the Company shall have a claim for direct (but not consequential) damage
suffered by it, to the extent found by a court of competent jurisdiction to have
been caused by (x) the willful misconduct or gross negligence of the Issuing
Bank in determining whether a request presented under any Letter of Credit
complied with the terms of such Letter of Credit or (y) the Issuing Bank's
failure to pay under any Letter of Credit after the presentation to it of a
request strictly complying with the terms and conditions of the Letter of
Credit. Nothing in this Section 2.07(f) is intended to limit the obligations of
any Obligor under any other provision of this Agreement. To the extent the
Company does not indemnify an Issuing Bank as required by this subsection, the
Lenders agree to do so ratably in accordance with their Commitments.

          (g) Letter of Credit Fees. The Company shall pay to the Administrative
Agent (i) for the account of the Lenders ratably a letter of credit fee accruing
daily on the aggregate amount then available for drawing under all Letters of
Credit at the LC Fee Rate and (ii) for the account of each Issuing Bank a Letter
of Credit fronting fee accruing daily on the aggregate amount then available for
drawing under all Letters of Credit issued by such Issuing Bank at a rate per
annum as

                                        40
<PAGE>

determined from time to time by the Company and such Issuing Bank.
Accrued fees under this Section in respect of each Letter of Credit shall be
payable in the currency in which such Letter of Credit is denominated quarterly
in arrears on each Payment Date and upon the date of termination of the
Commitments in their entirety.

          (h) Stop Issuance Notice. If the Required Lenders determine at any
time that the conditions set forth in Section 4.03 would not be satisfied at
such time, then the Required Lenders may request that the Administrative Agent
issue a "Stop Issuance Notice", and the Administrative Agent shall issue such
notice to the Company and to each Issuing Bank. Such Stop Issuance Notice shall
be withdrawn upon a determination by the Required Lenders that the circumstances
giving rise thereto no longer exist. No Letter of Credit shall be issued while a
Stop Issuance Notice is in effect.


                                    ARTICLE 3

                             CHANGE IN CIRCUMSTANCES

         SECTION 3.1. Yield Protection. If, after the date of this Agreement,
the adoption of any law or the application of any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law), or any change therein, or any change in the
interpretation or administration thereof, or the compliance of any Lender
therewith, imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves for which such Lender is
compensated pursuant to Section 2.05(o)), or imposes any other condition, the
result of which is to increase the cost to any Lender or any applicable Lending
Installation of making, funding or maintaining any Eurocurrency Committed Loans,
or of issuing, maintaining or participating in Letters of Credit, or reduces any
amount receivable by any Lender or any applicable Lending Installation in
connection therewith, or requires any Lender or any applicable Lending
Installation to make any payment calculated by reference to the amount of such
Loans held by it, such Letters of Credit participated in by it or such amounts
received by it, in either case, by an amount deemed material by such Lender,
then, within 30 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender reasonably and in good faith determines is

                                        41
<PAGE>

attributable to the making, funding and maintaining of such Loans by it or to
issuing, maintaining or participating in Letters of Credit.

         SECTION 3.2. Changes in Capital Adequacy Regulations. If a Lender
reasonably and in good faith determines that the amount of capital required or
expected to be maintained by such Lender, any Lending Installation of such
Lender or any corporation controlling such Lender attributable to this
Agreement, the Loans or the Letters of Credit or its obligation to make Loans or
to issue or participate in Letters of Credit hereunder is increased as a result
of a Change (as hereafter defined), then, within 15 days of demand by such
Lender, the Company shall pay such Lender the amount which such Lender
reasonably and in good faith determines is necessary to compensate it for any
reduction in the rate of return on capital to an amount below that which such
Lender could have achieved but for such Change and is attributable to this
Agreement, the Loans or the Letters of Credit or its obligation to make Loans or
to issue or participate in Letters of Credit hereunder, provided, however, that
the effect of any Change shall be determined based on the effect on such Lender
that would be applicable to such Lender if such Lender was maintaining the
highest credit quality as determined by the applicable regulatory authorities at
the time of such Change. "Change" means (i) any change after the date of this
Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change
in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
of general applicability after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender. "Risk-Based
Capital Guidelines" means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

         SECTION 3.3. Availability of Types of Advances. If the Required Lenders
reasonably and in good faith determine that (i) deposits of a type and maturity
appropriate to match fund Eurocurrency Committed Advances are not available or
no reasonable basis exists for determining the interest rate applicable thereto,
or (ii) solely in the case of a Eurocurrency Committed Advance denominated in an
Alternative Currency, the interest applicable to such Committed Advance does not
accurately reflect the funding cost of such Committed Advance, then the
Administrative Agent shall forthwith give notice thereof to the Company and the

                                        42
<PAGE>

Lenders, whereupon until the Administrative Agent notifies the Company that the
circumstances giving rise to such suspension no longer exist, the obligations of
the Lenders to make Eurocurrency Loans (in the affected currency), or to convert
outstanding Loans into such Loans or continue outstanding Loans as such Loans
for an additional Interest Period, shall be suspended and (i) any affected
outstanding Eurocurrency Committed Advance denominated in Dollars shall be
converted into a Floating Rate Advance on the last day of the then current
Interest Period applicable thereto, (ii) any affected Eurocurrency Committed
Advance denominated in Dollars for which a Committed Borrowing Notice has
previously been given shall instead be made as a Floating Rate Advance, unless
the Borrower elects not to borrow such Advance by giving one Business Day's
notice to the Administrative Agent to such effect, (iii) any affected
outstanding Eurocurrency Committed Advance denominated in an Alternative
Currency shall mature and be due and payable on the last day of the then current
Interest Period applicable thereto and (iv) any affected Eurocurrency Advance
denominated in an Alternative Currency for which a Committed Borrowing Notice or
a Competitive Bid Borrowing Notice has previously been given shall be canceled.
Nothing in this Section 3.03 shall affect any right of the Borrower to borrow or
convert outstanding Loans into Loans of a Type not affected by the circumstances
described above under and in accordance with the other applicable provisions of
this Agreement. If any Lender determines that maintenance of any of its
Eurocurrency Loans would violate any applicable law, rule, regulation or
directive, whether or not having the force of law, then such Lender may by
notice to the Company, through the Administrative Agent, require that such
Eurocurrency Loans be converted to an unaffected Type of Loan on the last day of
the then current Interest Period applicable thereto, if such Lender may lawfully
maintain such Loan to such date, or on such earlier date as such Lender may
require if it is not able lawfully to maintain such Loan to such date.

         SECTION 3.4. Funding Indemnification. If any payment of a Fixed Rate
Loan occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or any Fixed
Rate Loan is converted to a Loan of a different Type on a date which is not the
last day of the applicable Interest Period (except pursuant to the last sentence
of Section 3.03), or the Borrower fails to prepay any Fixed Rate Loan after
notice of prepayment has been given in accordance with Section 2.05(c), or a
Fixed Rate Advance is not made, converted or continued on the date specified by
the Borrower for any reason other than default by the Lenders, the Borrower will
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain the Fixed Rate Advance.


                                        43
<PAGE>

         SECTION 3.5. Lender Statements; Limit on Retroactivity; Survival of
Indemnity. To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Fixed Rate Loans or Letters
of Credit to reduce any liability of the Borrower or the Company to such Lender
under Section 3.01, 3.02, or 3.06 or to avoid the unavailability of a Type of
Committed Advance under Section 3.03, so long as such designation is not
disadvantageous to such Lender. Each Lender shall deliver a written statement of
such Lender as to the amount due, if any, under Section 3.01, 3.02, 3.03, 3.04
or 3.06. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Fixed Rate Loan shall
be calculated as though each Lender funded its Fixed Rate Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the Fixed Rate applicable to such Loan, whether in
fact that is the case or not. The Borrower or the Company, as the case may be,
shall only be obligated to compensate any Lender under Section 3.01, 3.02, 3.04
or 3.06 for any amount arising or accruing during (i) any time or period
commencing not more than 90 days prior to the date on which such Lender notifies
the Administrative Agent and the Company that it proposes to demand such
compensation and identifies to the Administrative Agent and the Company the
statute, regulation or other basis upon which the claimed compensation is or
will be based and (ii) any time or period during which, because of the
retroactive application of such statute, regulation or other such basis, such
Lender did not know that such amount would arise or accrue. Unless otherwise
provided herein, the amount specified in the written statement shall be payable
on demand after receipt by the Borrower or the Company, as the case may be, of
the written statement. The obligations of the Obligors under Sections 3.01,
3.02, 3.04 and 3.06 shall survive payment of any other of the Obligations and
the termination of this Agreement.

         SECTION 3.6. Foreign Subsidiary Costs. If any Lender determines
reasonably and in good faith that the cost to such Lender of making or
maintaining any Loan to an Eligible Subsidiary or of issuing, maintaining or
participating in any Letter of Credit for the account of any Eligible Subsidiary
is increased, or the amount of any sum received or receivable by any Lender (or
its Lending Installation) is reduced by an amount deemed by such Lender to be
material, by reason of the fact that such Eligible Subsidiary is incorporated
in, or conducts business in, a jurisdiction outside the United States of
America, the Company shall indemnify such Lender for such increased cost or
reduction within 30 days after demand by such Lender (with a copy to the
Administrative Agent). A certificate of such Lender claiming compensation under
this Section 3.06 and

                                        44
<PAGE>

setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive in the absence of manifest error.

         SECTION 3.7. Replacement of Lenders. In the event a Lender (an
"Affected Lender") shall have: (i) failed to either fund its ratable share of
any Committed Advance which such Lender is obligated to fund under the terms of
Section 2.02 or its share of any Competitive Bid Advance which such Lender is
obligated to fund under the terms of Section 2.03, and in either case such
failure has not been cured within five Business Days, (ii) either repudiated its
obligations under this Agreement or failed to reaffirm such obligations in
writing within ten Business Days of a written request therefor from the Company
(with a copy to each Agent), or (iii) made demand for additional amounts
pursuant to Section 2.05(n), 3.01,3.02 or 3.06, as a result of any condition
described in any such Section, then, unless such Affected Lender has theretofore
taken steps to remove or cure, and has removed or cured within ten Business
Days, such failure or the conditions creating the cause for such demand for such
additional amounts, as the case may be, the Company may require the Affected
Lender to transfer and assign without recourse (in accordance with and subject
to the restrictions contained in Sections 12.01, 12.02 and 12.03) all its
interests, rights and obligations under this Agreement to a bank designated by
the Company and which is reasonably acceptable to the Agents (such bank being
herein called a "Replacement Lender"); provided, that (i) no such assignment
shall conflict with any law, rule or regulation or order of any state, federal
or local governmental authority, (ii) the Replacement Lender shall pay to the
Affected Lender in immediately available funds on the date of such assignment
the principal of and interest accrued to the date of payment on the Loans made
by it hereunder and all other amounts accrued for its account or owed to it
hereunder (including, without limitation, any amount which would be payable
pursuant to Section 3.04 in connection with a prepayment in full of the Loans of
the Affected Lender on the date of such assignment) and (iii) such Replacement
Lender shall be satisfactory to each Issuing Bank. Each Lender agrees to use its
best efforts to notify the Company as promptly as practicable upon such Lender's
becoming aware that circumstances exist which would cause any Obligor to become
obligated to pay additional amounts to such Lender pursuant to Section 2.05(n),
3.01, 3.02 or 3.06.



                                    ARTICLE 4

                              CONDITIONS PRECEDENT

                                        45
<PAGE>

         SECTION 4.1. Initial Advance or Letter of Credit. No Lender shall be
required to make the initial Advance hereunder and no Issuing Bank shall be
obligated to issue (or shall issue) any Letter of Credit unless the Company has
furnished or caused to be furnished to the Servicing Agent:

          (a) Copies (together with all amendments thereto) of (x) the by-laws
of the Company, (y) the Board of Directors' resolutions authorizing the
execution, delivery and performance of the Loan Documents, and (z) the Company's
Certificate of Incorporation as filed with the Secretary of State of Delaware,
all certified by a Financial Officer or the President of the Company.

          (b) An incumbency certificate, executed by a Financial Officer, which
shall identify by name and title and bear the signature of the Financial
Officers authorized to sign the Loan Documents and to make borrowings and
request issuance of Letters of Credit hereunder, upon which certificate the
Lenders shall be entitled to rely until informed of any change in writing by the
Company.

          (c) Copies of a long-form certificate of the Secretary of State of the
State of Delaware, dated reasonably near the date hereof, listing the
Certificate of Incorporation of the Company and each amendment, if any, thereto,
on file in the office of the Secretary of State of the State of Delaware and
stating that such documents are the only charter documents of the Company on
file in the office of the Secretary of State of the State of Delaware and that
the Company is a corporation in good standing in the State of Delaware.

          (d) A written opinion of the Company's special counsel, Kirkland &
Ellis, in substantially the form of Exhibit "B-l" hereto.

          (e)   A written opinion of the General Counsel to the Company, Jim L.
Kaput, Esq., in substantially the form of Exhibit "B-2" hereto.

          (f)   The Notes of the Company payable to the order of each of the
Lenders.

          (g) A certificate, signed by a Financial Officer, (i) stating that no
Default or Unmatured Default has occurred and is continuing and (ii) setting
forth the Pricing Level as at the date of delivery of such certificate.

          (h) A duly completed Loan/Credit Related Money Transfer Instruction
for the Company in substantially the form of Exhibit "F" hereto.


                                        46
<PAGE>

          (i) A written opinion of Davis Polk & Wardwell, special counsel for
the Agents, in substantially the form of Exhibit "J" hereto.

          (j)   Such other documents as the Servicing Agent or its counsel may
have reasonably requested.

         The Servicing Agent shall promptly notify the other parties hereto of
their receipt of the foregoing documents.

         SECTION 4.2. Initial Advance or Letter of Credit for Each Eligible
Subsidiary. No Lender shall be required to make the initial Advance hereunder to
any Eligible Subsidiary and no Issuing Bank shall be obligated to issue (or
shall issue) the initial Letter of Credit for the account of any Eligible
Subsidiary unless such Eligible Subsidiary has furnished or caused to be
furnished to the Servicing Agent:

          (a) The Notes of such Eligible Subsidiary payable to the order of each
Lender.

          (b) An opinion of counsel for such Eligible Subsidiary reasonably
acceptable to the Servicing Agent, substantially to the effect of Exhibit "I"
hereto and covering such additional matters relating to the transactions
contemplated hereby as the Servicing Agent or the Required Lenders may
reasonably request.

          (c) All documents which the Servicing Agent may reasonably request
relating to the existence of such Eligible Subsidiary, the corporate, limited
liability company or partnership authority for and the validity of the Election
to Participate of such Eligible Subsidiary, this Agreement and the Notes of such
Eligible Subsidiary, and any other matters relevant thereto, all in form and
substance reasonably satisfactory to the Servicing Agent.

          (d) A duly completed Loan/Credit Related Money Transfer Instruction
for such Eligible Subsidiary in substantially the form of Exhibit "F" hereto.

         The Servicing Agent shall promptly notify the other parties hereto of
their receipt of the foregoing documents.

         SECTION 4.3. Each Advance or Letter of Credit. No Lender shall be
required to make any Advance (including, without limitation, the initial Advance
hereunder) and no Issuing Bank shall be required to issue (or renew or extend
the term of) any Letter of Credit (including, without limitation, the initial
Letter of Credit hereunder), unless on the applicable Borrowing Date or date of
issuance:


                                        47
<PAGE>

          (a) Prior to and after giving effect to such Advance or issuance there
exists no Default or Unmatured Default.

          (b) The representations and warranties of the Company and (if other
than the Company) the Borrower contained in Articles 5 and 14 of this Agreement
are true and correct in all material respects as of such date, other than (x)
Sections 5.03, 5.04(a) and 5.05, which representations and warranties are made
only as of the date of this Agreement and (y) in the case of any Committed
Advance which does not result in an increase in the aggregate Dollar Amount of
Committed Advances at the time outstanding, Sections 5.04(b) and 5.06.

          (c) In the case of any Competitive Bid Advance, the Company's senior
unsecured debt without third-party credit enhancement is rated at least
BBB-(Baa3) by at least one of S&P, Moody's or Fitch.

          (d) In the case of any issuance of a Letter of Credit, no Stop
Issuance Notice shall be in effect.

         Each borrowing of an Advance and request for issuance of a Letter of
Credit shall constitute a representation and warranty by the Company and (if
other than the Company) the Borrower that the conditions contained in Section
4.03(a) and 4.03(b) have been satisfied.


                                    ARTICLE 5

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Lenders that:

         SECTION 5.1.  Organization and Authority.  The Company

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

        (b)   has all requisite power and authority and all necessary licenses
and permits to own and operate its properties and to carry on its business as
now conducted; and

                                        48
<PAGE>

          (c) is duly licensed or qualified and is in good standing as a foreign
corporation in each jurisdiction wherein the failure to be so qualified would
reasonably be expected to have a Material Adverse Effect.

         SECTION 5.2.  Organization and Authority of Subsidiaries. Each Material
Subsidiary:

          (a) is a limited partnership, general partnership, limited liability
company or corporation, duly organized, validly existing and, where applicable,
in good standing under the laws of its jurisdiction of incorporation or the
jurisdiction where organized, as the case may be;

          (b)   has all requisite power and authority and all necessary licenses
and permits to own and operate its properties and to carry on its business as
now conducted; and

          (c) is duly licensed or qualified and is in good standing as a foreign
corporation, limited liability company or partnership (to the extent
qualification as a foreign partnership is permitted by statute), as the case may
be, in each jurisdiction wherein the failure to be so qualified would reasonably
be expected to have a Material Adverse Effect.

         The Company does not believe that the inability of any Material
Subsidiary which is a partnership to qualify as a foreign partnership in any
state in which such qualification is not permitted by law will have a Material
Adverse Effect.

         SECTION 5.3. Business and Property. The Lenders have each heretofore
been furnished with a copy of the Annual Report of the Company on Form 10-K for
the fiscal year ended December 31, 2000 (the "Form 10-K"), the Annual Report to
Shareholders of the Company for the fiscal year ended December 31, 2000 (the
"Annual Report"), the Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended September 30, 2001 (the "Form 10-Q"), the Current Reports
of the Company on Form 8-K filed on October 5, 2001 and November 26, 2001 and
the Current Report of the Company on Form 8-K filed in connection with the
consummation of the Management Services sale (the "Form 8-Ks") and the
Information Memorandum dated November 2001 (the "Information Memorandum") of the
Company, which Information Memorandum generally sets forth the business
conducted by the Company and its Subsidiaries and the principal properties of
the Company and its Subsidiaries. The Form 10-K, the Annual Report, the Form
10-Q, the Form 8-Ks and the Information Memorandum are hereinafter referred to
as the "Disclosure Documents."

                                        49
<PAGE>

         SECTION 5.4. Financial Statements. (a) The consolidated balance sheets
of the Company and its subsidiaries as of December 31, 2000, and the statements
of income and cash flows for the fiscal year ended on said date accompanied by a
report thereon containing an opinion unqualified as to scope limitations imposed
by the Company and otherwise without qualification except as therein noted, by
Arthur Andersen LLP, have been prepared in accordance with GAAP consistently
applied except as therein noted, fairly present in all material respects the
financial position of the Company and its Subsidiaries as of such date and the
results of their operations and cash flows for such period.

          (b) Since December 31, 2000 (after giving effect to the information
disclosed in the Disclosure Documents), no event or condition has occurred which
has had or which would reasonably be expected to have a material adverse effect
on the properties, business, operations or financial condition of the Company
and its Subsidiaries taken as a whole.

         SECTION 5.5. Full Disclosure. The financial statements referred to in
Section 5.04 do not, nor do the Disclosure Documents or any other written
statement furnished by the Company or any Obligor to the Agents or the Lenders
in connection with the negotiation of the Loan Documents, contain any untrue
statement of a material fact or omit a material fact necessary to make the
statements contained therein or herein not misleading as of the dates thereof.
There is no fact peculiar to the Company or its Subsidiaries which the Company
has not disclosed to the Lenders in writing which has had nor, so far as the
Company can foresee, will have a material adverse effect on the properties,
business, operations or financial condition of the Company and its Subsidiaries
taken as a whole.

         SECTION 5.6. Pending Litigation. There are no proceedings pending or,
to the knowledge of the Company threatened, against or affecting the Company,
any of its Subsidiaries in any court or before any governmental authority or
arbitration board or tribunal which would reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any Subsidiary is in default
with respect to any order of any court or governmental authority or arbitration
board or tribunal which would reasonably be expected to have a Material Adverse
Effect.

         SECTION 5.7.  Loan Documents Are Legal, Valid, Binding and Authorized.
The execution and delivery of the Loan Documents by the Company and compliance
by the Company with all of the provisions of the Loan Documents

          (a)  are within the power of the Company and have been duly authorized
by proper action on the part of the Company; and


                                        50
<PAGE>

          (b) will not violate in any material respect any provisions of any law
or any order of any court or governmental authority or agency and will not
conflict with or result in any breach of any of the terms, conditions or
provisions of, or constitute a default under the certificate of incorporation of
the Company or any indenture or other agreement or instrument governing Debt or
any other material agreement or instrument to which the Company is a party or by
which it may be bound or result in the imposition of any Liens on any property
of the Company.

         The execution and delivery by the Company of the Loan Documents and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents constitute legal, valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally.

         SECTION 5.8. Governmental Consent. No approval, consent or withholding
of objection on the part of any regulatory body, state, Federal or local, is
necessary in connection with the execution, delivery and performance by the
Company of the Loan Documents or compliance by the Company with any of the
provisions of the Loan Documents.

         SECTION 5.9. Taxes. All United States Federal income tax returns and
all other material tax returns required to be filed by the Company or any
Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, and all
material assessments, fees and other governmental charges upon the Company or
any Subsidiary or upon any of their respective properties, income or franchises,
which are shown to be due and payable in such returns have been paid. The
Company does not know of any proposed additional tax assessment against the
Company or any Subsidiary for which adequate provision has not been made on its
accounts. To the best of the Company's knowledge, the provisions for taxes on
the books of the Company and each Subsidiary are adequate for all open years,
and for its current fiscal period.

         SECTION 5.10. Employee Retirement Income Security Act of 1974. The
consummation of the transactions provided for in this Agreement and compliance
by the Company with the provisions of the Loan Documents will not involve any
prohibited transaction within the meaning of ERISA or Section 4975 of the Code.
No "employee pension benefit plans", as defined in ERISA ("Plans"), maintained
by the Company or any Person which is under common control with the Company
within the meaning of Section 4001(b) of ERISA, nor any trusts created
thereunder, have incurred any "accumulated funding deficiency" as

                                        51
<PAGE>

defined in Section 302 of ERISA. Neither the Company nor, to the best of the
Company's knowledge, any Person which is under common control with the Company,
within the meaning of Section 4001(b) of ERISA, maintains any
"qualified defined benefit plan" as defined in ERISA.

         SECTION 5.11. Investment Company Act. Neither the Company nor any
Subsidiary is an "investment company" or an "affiliated person" thereof or an
"affiliated person" of such affiliated person as such terms are defined in the
Investment Company Act of 1940, as amended.

         SECTION 5.12. Compliance with Environmental Laws. Neither the Company
nor any Subsidiary is in violation of any applicable Federal, state, or local
laws, statutes, rules, regulations or ordinances relating to public health,
safety or the environment, including, without limitation, relating to releases,
discharges, emissions or disposals to air, water, land or ground water, to the
withdrawal or use of ground water, to the use, handling or disposal of
polychlorinated biphenyls (PCB's), asbestos or urea formaldehyde, to the
treatment, storage, disposal or management of hazardous substances (including,
without limitation, petroleum, crude oil or any fraction thereof, or other
hydrocarbons), pollutants or contaminants, to exposure to toxic, hazardous or
other controlled, prohibited or regulated substances which violation would
reasonably be expected to have a Material Adverse Effect.

         SECTION 5.13. Regulations U and X. Margin stock (as defined in
Regulations U and X) constitutes less than 25% of those assets of the Company
and its Subsidiaries which are subject to any limitation on sale, pledge, or
other restriction hereunder.



                                    ARTICLE 6

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         SECTION 6.1.  Delivery of Information. The Company will deliver to each
of the Lenders:

          (a) as soon as available and in any event within 120 days after the
end of each fiscal year of the Company, consolidated and consolidating balance
sheets of the Company and its Consolidated Subsidiaries as of the end of such
fiscal year and the related consolidated and consolidating statements of income
and cash flows for such fiscal year, setting forth in each case in comparative
form the

                                        52
<PAGE>

figures for the previous fiscal year, such consolidated statements to
be reported on in a manner which satisfies the financial reporting requirements
of the Securities and Exchange Commission by a firm of independent public
accountants of nationally recognized standing;

          (b) as soon as available and in any event within 60 days after the end
of each of the first three quarters of each fiscal year of the Company, the
internally prepared consolidated and consolidating balance sheets of the Company
and its Consolidated Subsidiaries as of the end of such quarter and the related
consolidated and consolidating statements of income and cash flows for such
quarter and for the portion of the Company's fiscal year ended at the end of
such quarter, setting forth in the case of such statements of income and cash
flows in comparative form the figures for the corresponding quarter and the
corresponding portion of the Company's previous fiscal year, all certified
(subject to normal year-end adjustments and the absence of footnotes) as to
fairness of presentation, GAAP and consistency by a Financial Officer of the
Company;

          (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of a
Financial Officer of the Company (i) setting forth in reasonable detail the
calculations required to establish whether the Company was in compliance with
the requirements of Sections 6.10, 6.15, 6.16 and 6.17 on the date of such
financial statements, (ii) stating whether any Default or Unmatured Default
exists on the date of such certificate and, if any Default or Unmatured Default
then exists, setting forth the details thereof and the action which the Company
is taking or proposes to take with respect thereto and (iii) setting forth the
Pricing Level as at the date of delivery of such certificate;

          (d) promptly upon the mailing thereof to the securityholders of the
Company generally, copies of all financial statements, reports and proxy
statements so mailed;

          (e) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Company shall have filed with the Securities and Exchange
Commission; and

          (f) from time to time such additional information regarding the
financial position or business of the Company and its Subsidiaries as the
Administrative Agent, at the request of any Lender, may reasonably request.

                                        53
<PAGE>

         Information required to be delivered pursuant to this Section 6.01
shall be deemed to have been delivered on the date on which the Company provides
notice to the Lenders that such information has been posted on the Company's
website on the Internet at the website address listed on the signature pages
hereof, at sec.gov/edaux/searches.htm or at another website identified in such
notice and accessible by the Lenders without charge; provided that (i) such
notice may be included in a certificate delivered pursuant to clause 6.01(c) and
(ii) the Company shall deliver paper copies of the information referred to in
this Section 6.01 to any Lender which requests such delivery.

         SECTION 6.2. Use of Proceeds. The Company will, and will cause each of
its Subsidiaries to, use the proceeds of the Advances for general corporate
purposes. The Letters of Credit will be used for general corporate purposes. The
Company will not, nor will it permit any Subsidiary to, use the proceeds of any
Advance or Letter of Credit in violation of Regulations U and X.

         SECTION 6.3. Notice of Default. Upon the obtaining of actual knowledge
thereof by a Financial Officer, the Company will, and will cause each of its
Subsidiaries to, give prompt notice in writing to the Administrative Agent of
(i) the occurrence of any Default or Unmatured Default and what actions the
Company proposes to take with respect thereto, if any, and (ii) any other
development, financial or otherwise, which would reasonably be expected to have
a material adverse effect on the properties, business, operations or financial
condition of the Company and its Subsidiaries taken as a whole.

         SECTION 6.4. Inspection. The Company will, and will cause each
Subsidiary to, permit the Lenders, by their respective representatives and
agents, to inspect any of the properties, corporate books and financial records
of the Company and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Company and each Subsidiary, and to
discuss the affairs, finances and accounts of the Company and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Lenders may reasonably designate.

         SECTION 6.5. Legal Existence, Etc.. The Company will preserve and keep
in force and effect, and will cause each Material Subsidiary to preserve and
keep in force and effect, its legal existence as a limited partnership, general
partnership, limited liability company or corporation, as the case may be, and
all licenses and permits necessary to the proper conduct of its business,
provided that the foregoing shall not prevent (x) any transaction permitted by
Section 6.14, (y) the merger or consolidation of any Eligible Subsidiary with,
or the liquidation of any Eligible Subsidiary into, any other Eligible
Subsidiary or, subject to Section 6.14, the Company or (z) the merger or
consolidation of any other Material Subsidiary

                                        54
<PAGE>

with or the liquidation of any other Material Subsidiary into any other
Subsidiary or, subject to Section 6.14, the Company.

         SECTION 6.6. Insurance. The Company will maintain, and will cause each
Subsidiary to maintain, insurance coverage by financially sound and reputable
insurers in such forms and amounts and against such risks as are customary for
companies of similar size and financial strength engaged in the same or similar
business activities and owning and operating similar properties.

         SECTION 6.7. Taxes, Claims for Labor and Materials, Compliance with
Laws. The Company will promptly pay and discharge, and will cause each
Subsidiary promptly to pay and discharge all material lawful taxes, assessments
and governmental charges or levies imposed upon the Company or such Subsidiary,
respectively, or upon or in respect of all or any material part of the property
or business of the Company or such Subsidiary, all trade accounts payable in
accordance with usual and customary business terms, and all claims for work,
labor or materials, which if unpaid might become a lien or charge upon any
material property of the Company or such Subsidiary, provided the Company or
such Subsidiary shall not be required to pay any such tax, assessment, charge,
levy, account payable or claim if (i) the validity, applicability or amount
thereof is being contested in good faith by appropriate actions or proceedings
which will prevent the forfeiture or sale of any material property of the
Company or such Subsidiary or any material interference with the use thereof by
the Company or such Subsidiary, and (ii) the Company or such Subsidiary shall
set aside on its books, reserves deemed by it to be adequate with respect
thereto. The Company will promptly comply, and will cause each Subsidiary to
comply, in all material respects with all laws, ordinances or governmental rules
and regulations to which it is subject, including without limitation, ERISA, the
Occupational Safety and Health Act of 1970, the Federal Insecticide, Fungicide
and Rodenticide Act and the Federal Environmental Pesticide Control Act of 1972
and all laws, ordinances, governmental rules and regulations relating to
environmental protection in all applicable jurisdictions, the violation of which
would reasonably be expected to have a Material Adverse Effect.

         SECTION 6.8. Maintenance, Etc. The Company will maintain, preserve and
keep, and will cause each Subsidiary to maintain, preserve and keep, its
properties which are used in the conduct of its business (whether owned in fee
or a leasehold interest) in good repair and working order and from time to time
will make all necessary repairs, replacements, renewals and additions so that at
all times (in the Company's reasonable judgment) the efficiency thereof shall be
maintained, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect.


                                        55
<PAGE>

         SECTION 6.9. Nature of Business. Neither the Company nor any Subsidiary
will engage in any business if, as a result, the general nature of the business,
taken on a consolidated basis, which would then be engaged in by the Company and
its Subsidiaries would be substantially changed from the general nature of the
business engaged in by the Company and its Subsidiaries as described in the
Disclosure Documents.

         SECTION 6.10. Restricted Payments. (a) The Company will not make any
Restricted Payment if at the time of such Restricted Payment and after the
giving effect thereto a Default shall have occurred and be continuing. In
addition, the Company will not make any Restricted Payment if after giving
effect thereto the aggregate amount of Restricted Payments made during the
period after September 30, 2001 to and including the date of the making of the
Restricted Payment in question would exceed the sum of (i) 75% of Consolidated
Net Income for such period, computed on a cumulative basis for such entire
period, (ii) the net proceeds (whether cash or other property, and in the case
of other property, at a value determined by the Company reasonably and in good
faith) to the Company from the issue or sale of Equity Interests in the Company
after September 30, 2001 and (iii) $250,000,000.

          (b) For the purposes of this Section 6.10 the amount of any Restricted
Payment declared, paid or distributed in property of the Company shall be deemed
to be the greater of the book value or fair market value (as determined in good
faith by the Board of Directors) of such property at the time of the making of
the Restricted Payment in question.

         SECTION 6.11. Payment of Dividends by Subsidiaries. The Company will
not and will not permit any Subsidiary to enter into any agreement which
restricts the ability of any Subsidiary to declare any dividend or to make any
distribution on any Equity Interest of such Subsidiary, other than the
restrictions set forth in Schedule 6.11.

         SECTION 6.12. Transactions with Affiliates. The Company will not, and
will not permit any Subsidiary to, enter into or be a party to, any material
transaction or arrangement with any Affiliate (including without limitation, the
purchase from, sale to or exchange of property with, or the rendering of any
service by or for, any Affiliate), except in the ordinary course of, and
pursuant to the reasonable requirements of, the Company's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Company or
such Subsidiary than would reasonably be expected to be obtained in a comparable
arm's-length transaction with a Person other than an Affiliate.


                                        56
<PAGE>

         SECTION 6.13.  Negative Pledge.  Neither the Company nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except:

          (a)   Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement;

          (b) any Lien existing on any asset of any corporation or other entity
at the time such corporation or other entity becomes a Subsidiary and not
created in contemplation of such event;

          (c) any Lien on any asset securing Debt incurred or assumed for the
purpose of financing all or any part of the cost of acquiring such asset,
provided that such Lien attaches to such asset concurrently with or within 90
days after the acquisition thereof;

          (d) any Lien on any asset of any corporation or other entity existing
at the time such corporation or other entity is merged or consolidated with or
into the Company or a Subsidiary and not created in contemplation of such event,
provided that such Lien does not extend to any additional assets;

          (e)   any Lien existing on any asset prior to the acquisition thereof
by the Company or a Subsidiary and not created in contemplation of such
acquisition;

          (f) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of this Section, provided that such Debt is not increased and is not
secured by any additional assets;

          (g) Liens imposed by any governmental authority for taxes, assessments
or charges not yet due or that are being contested in good faith and by
appropriate proceedings if adequate reserves with respect thereto are maintained
on the books of the Company in accordance with GAAP;

          (h) carriers', warehousemen's, mechanics', materialmen's, repairmen's,
landlords' or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days or that are being contested in
good faith and by appropriate proceedings and Liens securing judgments but only
to the extent for an amount and for a period not resulting in a Default under
Section 7.06 hereof;

                                        57
<PAGE>

          (i)   pledges or deposits under worker's compensation, unemployment
insurance and other social security legislation;

          (j) deposits to secure the performance of bids, trade contracts (other
than for Debt or Derivatives Obligations), leases, statutory obligations, surety
bonds, appeal bonds with respect to judgments not exceeding $25,000,000,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

          (k) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and encumbrances
consisting of zoning restrictions, easements, licenses, restrictions on the use
of property or minor imperfections in title thereto that, in the aggregate, are
not material in amount, and that do not in any case materially detract from the
value of the property subject thereto or interfere with the ordinary conduct of
the business of the Company and its Subsidiaries;

          (l) other Liens arising in the ordinary course of its business which
(i) do not secure Debt or Derivatives Obligations, (ii) do not secure any
obligation in an amount exceeding $25,000,000 and (iii) do not in the aggregate
materially detract from the value of its assets or materially impair the use
thereof in the operation of its business;

          (m) Liens incurred in connection with Receivables Financing
Transactions accounted for as sales under GAAP; provided that the aggregate
outstanding principal amount of Debt of the Company and its Consolidated
Subsidiaries deemed incurred in connection therewith shall at no time exceed
$150,000,000;

          (n) Liens on cash and cash equivalents securing Derivatives
Obligations, provided that the aggregate amount of cash and cash equivalents
subject to such Liens may at no time exceed $10,000,000;

          (o) Liens in favor of banks which arise under Article 4 of the Uniform
Commercial Code on items in collection and documents relating thereto and
proceeds thereof; and

          (p) Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt in an aggregate principal or face amount at any date not
to exceed $25,000,000.

                                        58
<PAGE>

         SECTION 6.14. Consolidations, Mergers and Sales of Assets. (a) The
Company will not (i) consolidate or merge with or into any other Person or (ii)
sell, lease or otherwise transfer all or substantially all of its assets to any
other Person, provided that the foregoing provisions of this Section 6.14 shall
not preclude (x) any merger or consolidation to which the Company is a party or
(y) with the prior written consent of the Required Lenders, the sale or other
transfer of all or substantially all of the assets of the Company so long as, in
the case of each of (x) and (y), (i) at the time the surviving entity, in the
case of a merger or consolidation, or the transferee, in the case of a sale of
all or substantially all of the assets of the Company, is organized under the
laws of the United States of America or a state thereof and (except in the case
of a merger in which the Company is the surviving entity) expressly assumes all
obligations of the Company under the Loan Documents pursuant to an instrument in
form and substance reasonably satisfactory to the Required Lenders and (ii)
after giving effect thereto, no Default or Unmatured Default shall have occurred
and be continuing.

          (b) The Company will not sell, lease or otherwise transfer, directly
or indirectly, in any period of four consecutive fiscal quarters assets having
an aggregate net book value greater than 20% of the consolidated total assets of
the Company and its Subsidiaries at the commencement of such period; provided
that this subsection (b) shall not apply to (i) sale or other disposition in the
ordinary course of business of inventory or obsolete equipment or (ii) sale or
other disposition of receivables pursuant to any Receivables Financing
Transaction.

         SECTION 6.15.  Leverage Test. Consolidated Debt shall at no time exceed
the Debt Limit.

         SECTION 6.16. Subsidiary Debt Limitation. The aggregate Debt of
Subsidiaries, including all Debt incurred by any Subsidiary in connection with
the acquisition of any business (whether through merger, purchase of stock or
purchase of assets) but excluding (i) Debt under this Agreement, (ii) Debt owing
to the Company or a Subsidiary, (iii) Debt deemed incurred by a Subsidiary in
connection with a Receivables Financing Transaction which is accounted for as a
sale under GAAP and (iv) Debt owing under Synthetic Leases, shall at no time
exceed $350,000,000.

         SECTION 6.17.  Interest Coverage. The Interest Coverage Ratio shall not
be less than 4.0 to 1 as at the last day of any fiscal quarter.



                                    ARTICLE 7


                                        59
<PAGE>

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         SECTION 7.1. Misrepresentation. Any representation or warranty made (or
deemed made under Section 4.03) by any Obligor to the Lenders or the
Administrative Agent under or in connection with this Agreement or any
certificate or other document delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made or
deemed made.

         SECTION 7.2. Nonpayment. Nonpayment of principal of any Note or any
Letter of Credit Liability when due, or nonpayment of interest upon any Note or
of any facility fee or letter of credit fee or other obligations under any of
the Loan Documents within five days after the same becomes due.

         SECTION 7.3.  Negative Covenants.  The breach by the Company of any of
the terms or provisions of Section 6.03 and Sections 6.10 through 6.17.

         SECTION 7.4. Other Covenants. The breach by the Company (other than a
breach which constitutes a Default under Section 7.01, 7.02 or 7.03) of any of
the terms or provisions of this Agreement which is not remedied within thirty
days after the earlier of (a) any Financial Officer of the Company having
knowledge of such breach or (b) written notice from the Administrative Agent or
any Lender.

         SECTION 7.5. Nonpayment of Other Obligations. Default by the Company or
any Subsidiary in the payment of the principal of or interest on any Debt and/or
Derivatives Obligations in an aggregate amount of $25,000,000 or more, as and
when the same shall become due and payable by the lapse of time, by declaration,
by call for redemption or otherwise, and such default shall continue beyond the
period of grace, if any, allowed with respect thereto.

         SECTION 7.6. Cross Default. Default or the happening of any event shall
occur under any indenture, agreement, or other instrument under which any
Material Commitment is made or any Debt of the Company or any Subsidiary in an
aggregate amount of $25,000,000 or more is outstanding and such default or event
shall continue for a period of time sufficient to permit the acceleration of the
maturity of any Debt of the Company or any Subsidiary outstanding thereunder or
to permit termination of any Material Commitment.

         SECTION 7.7. Receivership. A custodian, trustee or receiver is
appointed for the Company or any Material Subsidiary or for the major part of
the property

                                        60
<PAGE>

of either of the foregoing and is not discharged within 30 days
after such appointment.

         SECTION 7.8. Judgment. Final judgment or judgments for the payment of
money aggregating in excess of $25,000,000 is or are outstanding against the
Company or any Subsidiary and such judgments have remained unpaid, unvacated,
unbonded or unstayed by appeal or otherwise for a period of 30 days.

         SECTION 7.9. Voluntary Bankruptcy. The Company or any Material
Subsidiary becomes insolvent or bankrupt, admits in writing that it is unable to
pay its debts or is generally not paying its debts in either case as they become
due or makes an assignment for the benefit of creditors, or the Company or any
Material Subsidiary causes or suffers an order for relief to be entered with
respect to it under applicable Federal bankruptcy law or applies for or consents
to the appointment of a custodian, trustee or receiver for the Company or such
Material Subsidiary or for the major part of the property of any of the
foregoing.

         SECTION 7.10. Involuntary Bankruptcy. Bankruptcy, reorganization,
arrangement or insolvency proceedings, or other proceedings for relief under any
bankruptcy or similar law or laws for the relief of debtors, are instituted by
or against the Company or any Material Subsidiary, and, if instituted against
the Company or any Material Subsidiary, are consented to or are not dismissed
within 60 days after such institution.

         SECTION 7.11.  Change of Control.  Any Change of Control shall occur.

         SECTION 7.12. Impairment of Guaranty. The Guaranty of the Company under
Article 15 shall cease to be in full force and effect or the Company shall
repudiate or contest in any manner the validity, binding nature or
enforceability of Article 15, in either case at a time when any Loans are
outstanding hereunder to an Eligible Subsidiary.



                                    ARTICLE 8

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         SECTION 8.1. Acceleration. (a) If any Default described in Section
7.07, 7.09 or 7.10 occurs with respect to the Company, the obligations of the
Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of
Credit hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without presentment, demand, protest or
notice of any

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<PAGE>

kind (all of which the Company hereby expressly waives) or any
other election or action on the part of the Administrative Agent or any Lender.
If any other Default occurs, the Required Lenders may terminate or suspend the
obligations of the Lenders to make Loans hereunder and of the Issuing Banks to
issue Letters of Credit hereunder, or declare the Obligations to be due and
payable, or both, in either case upon written notice to the Company, whereupon
the Obligations shall become immediately due and payable, without presentment,
demand, protest or further notice of any kind (all of which each Obligor hereby
expressly waives.)

          (b) Each Borrower agrees, in addition to the provisions of Section
8.01(a) hereof, that upon the occurrence and during the continuance of any
Default, it shall, if requested by the Administrative Agent upon the instruction
of the Required Lenders, pay to the Administrative Agent an amount in
immediately available funds (which funds shall be held as collateral pursuant to
arrangements satisfactory to the Administrative Agent) equal to the respective
aggregate amounts of Dollars and Alternative Currencies available for drawing
under all outstanding Letters of Credit issued for the account of such Borrower,
provided that, upon the occurrence of any Event of Default specified in Section
7.09 or 7.10 with respect to such Borrower, such Borrower shall pay such amount
forthwith without any notice or demand or any other act by any Agent or Lender
(including any Issuing Bank).

         SECTION 8.2. Amendments. Subject to the provisions of this Article 8,
the Loan Documents may be amended to add or modify any provisions thereof or
change in any manner the rights of the Lenders or the Obligors thereunder or
waive any Default thereunder, but only in a writing signed by the Required
Lenders (or the Servicing Agent with the consent in writing of the Required
Lenders) and the Company (and, if the rights of any Issuing Bank are affected
thereby, it); provided, however, that no such supplemental agreement shall,
without the consent of each Lender affected thereby:

          (a) Postpone the date fixed for any regularly-scheduled payment of any
Loan or Note or amount to be reimbursed in respect of any Letter of Credit or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon or fees under Section 2.04 or 2.07.

          (b) Change the percentage of the Commitments or the aggregate unpaid
principal amount, or the number of Lenders, which shall be required for the
Lenders or any of them to take any action under this Section 8.02 or any other
provision (including any definition) of this Agreement.

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<PAGE>

          (c) Extend the Termination Date or increase the amount of the
Commitment of any Lender hereunder, or permit any Borrower to assign its rights
or obligations under this Agreement except in compliance with the terms of
Section 6.05 and 6.14.

          (d)  Amend the definition of Alternative Currency, Section 2.05(m)(i),
Section 8.01 or this Section 8.02.

          (e)   Release the Company from its obligations under Article 15.

         No amendment of any provision of this Agreement relating to any Agent
shall be effective without the written consent of such Agent. The Administrative
Agent may waive payment of the fee required under Section 12.03(b) without
obtaining the consent of any of the Lenders. No amendment shall, unless signed
by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any
additional obligation, (x) increase the principal of or rate of interest on any
outstanding Loan of such Eligible Subsidiary, (y) accelerate the stated maturity
of any outstanding Loan of such Eligible Subsidiary or (z) change this proviso.

         SECTION 8.3. Preservation of Rights. No delay or omission of any Lender
or Agent to exercise any right under the Loan Documents shall impair such right
or be construed to be a waiver of any Default or an acquiescence therein, and
the making of a Loan notwithstanding the existence of a Default or the inability
of the Borrower to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.02, and then
only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Agents and the Lenders until the Obligations have been
paid in full.


                                    ARTICLE 9

                               GENERAL PROVISIONS

         SECTION 9.1. Survival of Representations. All representations and
warranties of the Obligors contained in this Agreement shall survive (i)
delivery of the Notes (ii) the making of the Loans and (iii) issuance of the
Letters of Credit herein contemplated.


                                        63
<PAGE>

         SECTION 9.2.  Headings.  Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         SECTION 9.3. Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Obligors, the Agents and the Lenders and
supersede all prior agreements and understandings among the Obligors, the Agents
and the Lenders relating to the subject matter thereof except as contemplated in
Section 10.12.

         SECTION 9.4. Several Obligations. The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner
or agent of any other (except to the extent to which either Agent is authorized
to act as such). The failure of any Lender to perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations
hereunder. No Lender shall have any liability for the failure of any other
Lender to perform its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

         SECTION 9.5. Expenses; Indemnification. (a) The Company shall reimburse
(i) the Agents for any reasonable costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' fees of Davis Polk & Wardwell, special
counsel for the Agents) paid or incurred by either Agent in connection with the
preparation, review, execution, delivery, amendment, modification and
administration of the Loan Documents and (ii) the Agents and the Lenders for any
reasonable costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' fees and allocated costs of inside counsel for the Agents
and the Lenders) paid or incurred by either Agent or any Lender in connection
with the collection and enforcement of the Loan Documents, any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or any insolvency or bankruptcy proceedings in respect of
any Obligor.

          (b) The Company further agrees to indemnify each Agent and each
Lender, their respective affiliates, and the respective directors, officers,
employees and agents of the foregoing, against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Agent or
any Lender is a party thereto) (collectively, the "Indemnified Amounts") which
any of them may pay or incur arising out of or relating to this Agreement, the
other Loan Documents, the Letters of Credit, the transactions contemplated
hereby or the direct or indirect application or proposed application of the
proceeds of any Loan or Letter of

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<PAGE>

Credit hereunder; provided that, with respect to Indemnified Amounts payable
under this Section 9.05(b), it is understood that the Company shall not, in
respect of the legal expenses of the Lenders in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Lenders designated by the Agents (except if and to the extent that, owing to
existing or potential conflicts of interest among them, such counsel shall
advise that representation of all Lenders by a single firm would not be
appropriate); and provided, further, that the Company shall not be liable to any
Lender for any Indemnified Amounts (x) resulting from the gross negligence or
willful misconduct of such Lender, its affiliates or any of their respective
officers, directors, employees and agents or (y) constituting the costs and
expenses of prosecuting a suit or proceeding commenced by such Lender which is
finally determined adversely to such Lender (any counterclaim asserted against
such Lender being treated as a separate proceeding for this purpose). The
obligations of the Company under this Section 9.05 shall survive the termination
of this Agreement.

         SECTION 9.6. Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Agent with
sufficient counterparts so that the Agents may furnish one to each of the
Lenders.

         SECTION 9.7. Severability of Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         SECTION 9.8. Nonliability of Lenders. The relationship between the
Obligors and the Lenders and the Agents shall be solely that of debtor and
creditor. Neither any Agent nor any Lender shall have any fiduciary
responsibilities to any Obligor. Neither any Agent nor any Lender undertakes any
responsibility to any Obligor to review or inform any Obligor of any matter in
connection with any phase of its business or operations.

         SECTION 9.9. CHOICE OF LAW. THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
THE STATE OF NEW YORK.

         SECTION 9.10. CONSENT OF JURISDICTION. EACH OBLIGOR HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW
YORK

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<PAGE>

STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH OBLIGOR HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES TO THE EXTENT ALLOWED BY LAW
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY
LENDER TO BRING PROCEEDINGS AGAINST ANY OBLIGOR IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY OBLIGOR AGAINST ANY AGENT OR ANY
LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, UNLESS SUCH
OBLIGOR IS UNABLE TO OBTAIN SUCH JURISDICTION.

         SECTION 9.11. WAIVER OF JURY TRIAL. EACH OBLIGOR, AGENT AND LENDER
HEREBY WAIVES TO THE EXTENT ALLOWED BY LAW TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

         SECTION 9.12. Confidentiality. Each Lender agrees to hold any
confidential information which it may receive from the Company or any of its
Subsidiaries pursuant to this Agreement in confidence, except for disclosure (i)
to other Lenders and its and their respective Affiliates, (ii) to legal counsel,
accountants, and other professional advisors to that Lender, (iii) to regulatory
officials upon their request or otherwise pursuant to law or regulation, (iv) as
requested pursuant to or as required by law, regulation, or legal process, (v)
in connection with any legal proceeding to which that Lender is a party, and
(vi) permitted by Section 12.04. The restrictions in this Section 9.12 shall not
apply to any information which (A) is or becomes generally available to the
public other than as a result of disclosure by a Lender or a Lender's
representatives in violation of this Agreement, or (B) becomes available to a
Lender from a source not known by such Lender, or not reasonably expected by
such Lender, to be under a duty of confidentiality.


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<PAGE>

                                   ARTICLE 10

                                   THE AGENTS

         SECTION 10.1. Appointment. Bank One, NA is hereby appointed
Administrative Agent and JPMorgan Chase Bank is hereby appointed Servicing Agent
hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes each such Agent to act as the contractual representative
of such Lender. Each such Agent agrees to act as such upon the express
conditions contained in this Article 10. Neither such Agent shall have a
fiduciary relationship in respect of any Lender by reason of this Agreement.

         SECTION 10.2. Powers. Each of the Administrative Agent and the
Servicing Agent shall have and may exercise such powers under the Loan Documents
as are specifically delegated to such Agent by the terms thereof, together with
such powers as are reasonably incidental thereto. Neither such Agent shall have
any implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by such Agent.

         SECTION 10.3. General Immunity. Neither of the Administrative Agent and
the Servicing Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be liable to any Obligor or any
Lender for any action taken or omitted to be taken by it or them in their
respective agency capacities under or in connection with this Agreement except
for its own gross negligence or willful misconduct.

         SECTION 10.4. No Responsibility for Loans, Recitals, Etc. Neither of
the Administrative Agent and the Servicing Agent nor any of its affiliates nor
any of their respective directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (i) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of any Obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article 4, except receipt of items
required to be delivered to such Agent; or (iv) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith, except for the authority of such Agent's signatory to this
Agreement.

         SECTION 10.5. Action on Instructions of Lenders. Each of the
Administrative Agent and the Servicing Agent shall in all cases be fully
protected

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<PAGE>

in acting, or in refraining from acting, hereunder and under any other
Loan Document in accordance with written instructions signed by the Required
Lenders (or, where so specified herein, all the Lenders), and such instructions
and any action taken or failure to act pursuant thereto shall be binding on all
of the Lenders and on all holders of Notes. Each such Agent shall be fully
justified in failing or refusing to take any action hereunder and under any
other Loan Document unless it shall first be indemnified to its satisfaction by
the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action, provided that,
such indemnity need not include liability, costs and expenses arising solely
from the gross negligence or willful misconduct of such Agent.

         SECTION 10.6. Employment of Agents and Counsel. Each of the
Administrative Agent and the Servicing Agent may execute any of its duties as
Agent hereunder and under any other Loan Document by or through employees,
agents, and attorneys-in-fact and shall not be answerable to the Lenders, except
as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care. Each such Agent shall be entitled to advice of counsel
concerning all matters pertaining to the agency hereby created and its duties
hereunder and under any other Loan Document.

         SECTION 10.7. Reliance on Documents; Counsel. Each of the
Administrative Agent and the Servicing Agent shall be entitled to rely upon any
Note, notice, consent, certificate, affidavit, letter, telegram, statement,
paper or document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and, in respect to legal
matters, upon the opinion of counsel selected in good faith by such Agent, which
counsel may be employees of such Agent or may be counsel for an Obligor.

         SECTION 10.8. Agent's Reimbursement and Indemnification. The Lenders
agree to reimburse and indemnify each of the Administrative Agent and the
Servicing Agent ratably in proportion to their respective Commitments (i) for
any amounts not reimbursed by the Company for which such Agent is entitled to
reimbursement by the Company under the Loan Documents, (ii) for any other
reasonable expenses not reimbursed by the Company incurred by such Agent on
behalf of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever and not
reimbursed by the Company which may be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of the Loan Documents
or any other

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<PAGE>

document delivered in connection therewith or the transactions contemplated
thereby, or the enforcement of any of the terms thereof or of any
such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of such Agent.

         SECTION 10.9. Rights as a Lender. With respect to its Commitment, Loans
made by it, the Notes issued to it and any Letter of Credit issued by it, each
of the Administrative Agent and the Servicing Agent shall have the same rights
and powers hereunder and under any other Loan Document as any Lender and may
exercise the same as though it were not an Agent, and the term "Lender" or
"Lenders" shall, unless the context otherwise indicates, include each Agent in
its individual capacity. Each such Agent may accept deposits from, lend money
to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Company or any of its Subsidiaries.

         SECTION 10.10. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon any Agent or any other Lender and
based on the financial statements submitted by the Company and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and the other Loan Documents.
Each Lender also acknowledges that it will, independently and without reliance
upon any Agent or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement and the other Loan
Documents.

         SECTION 10.11. Successor Agent. Each of the Administrative Agent and
the Servicing Agent may resign at any time by giving at least 30 days' prior
written notice thereof to the Lenders and the Company and such resignation shall
be effective upon the appointment of a successor agent. Upon any such
resignation, the Company, with the approval of the Required Lenders, shall have
the right to appoint a successor Agent. If no successor Agent shall have been so
appointed and approved and shall have accepted such appointment within thirty
days after the retiring Agent's giving notice of resignation, then the retiring
Agent may appoint a successor Agent. Such successor Agent shall be a commercial
bank with an office located in the United States of America having capital and
retained earnings of at least $1,000,000,000. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent. The retiring Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents upon the

                                        69
<PAGE>

effectiveness of its resignation hereunder. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article 10 shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Agent hereunder and under the other Loan Documents.

         SECTION 10.12.  Agent's Fees.  The Company hereby agrees to pay to each
Agent for its sole account such fees as heretofore agreed upon by the Company
and such Agent in writing.

         SECTION 10.13. Other Agents. Nothing in this Agreement shall impose
upon any Agent other than the Administrative Agent and the Servicing Agent, in
its capacity as such an Agent, any obligation or liability whatsoever.



                                   ARTICLE 11

                             SETOFF RATABLE PAYMENTS

         SECTION 11.1. Setoff. In addition to, and without limitation of, any
rights of the Lenders under applicable law, if any Obligor becomes insolvent,
however evidenced, or if any Default occurs, any indebtedness from any Lender to
any Obligor (including all account balances, whether provisional or final and
whether or not collected or available) may be offset and applied toward the
payment of the Obligations owing by such Obligor to such Lender, whether or not
such Obligations, or any part hereof, shall then be due.

         SECTION 11.2. Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its share of any Advance (other than
payments received pursuant to Article 3) or any Letter of Credit Liabilities in
a greater proportion than that received by any other Lender, such Lender agrees,
promptly upon demand, to purchase a portion of the Loans comprising that
Advance, or Letter of Credit Liabilities, as the case may be, held by the other
Lenders so that after such purchase each Lender will hold its ratable proportion
of the unpaid Loans comprising that Advance, or unpaid Letter of Credit
Liabilities, as the case may be. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in the proportions specified above. If any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.


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<PAGE>

                                   ARTICLE 12

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         SECTION 12.1. Successors and Assigns. The terms and provisions of the
Loan Documents shall be binding upon and inure to the benefit of the Obligors,
the Agents and the Lenders and their respective successors and assigns, except
that (i) no Obligor shall have the right to assign its rights or obligations
under the Loan Documents (except in a transaction expressly permitted by Section
6.05 or 6.14(a)) and (ii) any assignment by any Lender must be made in
compliance with Section 12.03. Notwithstanding clause (ii) of this Section, any
Lender may at any time, without the consent of any Obligor or any Agent, assign
all or any portion of its rights under this Agreement and its Notes to a Federal
Reserve Bank; provided, however, that no such assignment shall release the
transferor Lender from its obligations hereunder. Each Agent may treat the payee
of any Note as the owner thereof for all purposes hereof unless and until such
payee complies with Section 12.03 in the case of an assignment thereof or, in
the case of any other transfer, a written notice of the transfer is filed with
each Agent. Any assignee or transferee of a Note agrees by acceptance thereof to
be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the holder of any Note, shall be conclusive
and binding on any subsequent holder, transferee or assignee of such Note or of
any Note or Notes issued in exchange therefor.

         SECTION 12.2.  Participations.

          (a) Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other entities ("Participants") participating interests
in any Loan owing to such Lender, any Note held by such Lender, the Commitment
of such Lender, any Letter of Credit Liabilities of such Lender or any other
interest of such Lender under the Loan Documents; provided, however, that,
except in the case of (i) a sale of a participation in a Competitive Bid Loan or
(ii) a sale of a participation to any other Lender or one of its affiliates,
such participations shall require, so long as no Event of Default exists, the
consent of the Company (which consent shall not be unreasonably withheld) and
shall each be in a minimum amount of $5,000,000. In the event of any such sale
by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain

                                        71
<PAGE>

the holder of any such Note for all purposes under the Loan Documents, all
amounts payable by the Obligors under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Obligors, the
Issuing Banks and the Agents shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under the
Loan Documents.

          (b) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan, Letter of Credit Liabilities or Commitment in
which such Participant has an interest which forgives principal, interest or
fees or reduces the interest rate or fees payable with respect to any such Loan,
Letter of Credit Liabilities or Commitment, postpones any date fixed for any
regularly-scheduled payment of principal of, or interest or fees on, any such
Loan, Letter of Credit Liabilities or Commitment, releases any guarantor of any
such Loan or Letter of Credit Liabilities, if any, or releases any substantial
portion of collateral, if any, securing any such Loan or Letter of Credit
Liabilities.

         SECTION 12.3.  Assignments.

          (a) Permitted Assignments. Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to one or
more banks or other entities, including without limitation "bankruptcy-remote"
special purpose entities, ("Purchasers") all or a portion (if such Purchaser is
not a Lender immediately prior to such assignment, in a minimum amount of
$5,000,000) of its rights and obligations under the Loan Documents. Such
assignment shall be substantially in the form of Exhibit "E" hereto. The consent
of the Issuing Banks, the Administrative Agent and (so long as no Event of
Default exists) the Company shall be required prior to an assignment becoming
effective with respect to a Purchaser which is not a Lender or an affiliate of a
Lender (which consent in each case shall not be unreasonably withheld). Such
consents shall be given in substantially the form attached as Exhibit "II" to
Exhibit "E" hereto.

          (b) Effect; Effective Date. Upon (i) delivery to the Company, the
Issuing Banks, the Servicing Agent and the Administrative Agent of a notice of
assignment, substantially in the form attached as Exhibit "I" to Exhibit "E"
hereto (a "Notice of Assignment"), together with any consent required by Section
12.03(a), and (ii) payment of a $3,500 fee to the Administrative Agent by the
assignee or assignor Lender for processing such assignment, such assignment
shall become effective on the effective date specified in such Notice of

                                        72
<PAGE>

Assignment. On and after the effective date of such assignment, such Purchaser
shall for all purposes be a Lender party to this Agreement and any other Loan
Document executed by the Lenders and shall have all the rights and obligations
of a Lender under the Loan Documents, to the same extent as if it were an
original party hereto, and no further consent or action by the Obligors, the
Issuing Banks, the other Lenders or the Administrative Agent shall be required
to release the transferor Lender with respect to the percentage of the Aggregate
Commitment and Loans assigned to such Purchaser. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 12.03(b), the transferor
Lender, the Administrative Agent and the Obligors shall make appropriate
arrangements so that replacement Notes are issued to such transferor Lender and
new Notes or, as appropriate, replacement Notes, are issued to such Purchaser,
in each case in principal amounts reflecting their respective Commitments, as
adjusted pursuant to such assignment.

         SECTION 12.4. Dissemination of Information. The Obligors authorize each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries; provided
that each Transferee and prospective Transferee agrees to be bound by Section
9.12 of this Agreement.

         SECTION 12.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Purchaser which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Purchaser, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 2.05(n).

         SECTION 12.6. Increased Costs. Subject to the applicable limitations
set forth therein and to the further provisions of this Section 12.06, each
Transferee shall be entitled to the benefits of Sections 2.05(n) and 2.05(o) and
Article 3 with respect to the rights transferred to it to the same extent as a
Lender. No Transferee (including, for purposes of this Section 12.06, any
successor Lending Installation) of any Lender's rights shall be entitled to
receive any greater payment under Section 2.05(n) or Article 3 than such Lender
would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Company's prior written consent or by
reason of the provisions of Section 3.04 requiring such Lender to designate a
different Lending Installation under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

                                        73
<PAGE>

                                   ARTICLE 13

                                     NOTICES

         SECTION 13.1. Giving Notices. All notices and other communications
provided to any party hereto under this Agreement or any other Loan Document
shall be in writing (including telex or facsimile) and addressed or delivered to
such party: (a) in the case of the Company, the Administrative Agent or the
Servicing Agent, at its address, facsimile number or telex number set forth on
the signature pages hereof, (b) in the case of any Lender, at its address,
facsimile number or telex number set forth in its Administrative Questionnaire,
(c) in the case of any Eligible Subsidiary, to it care of the Company and (d) in
the case of any party, such other address, facsimile number or telex number as
such party may hereafter specify for the purpose by notice to the Agents and the
Company. All such notices shall be effective when received at the address
specified above.



                                   ARTICLE 14

             REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

         Each Eligible Subsidiary shall be deemed by the execution and delivery
of its Election to Participate to have represented and warranted that:

         SECTION 14.1.  Existence and Power.  It is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization
and is a Subsidiary of the Company.

         SECTION 14.2. Corporate, Limited Liability Company or Partnership and
Governmental Authorization; Contravention. The execution and delivery by it of
its Election to Participate and its Notes, and the performance by it of this
Agreement and its Notes, are within its legal powers, have been duly authorized
by all necessary corporate, partnership, limited liability company or other
legal action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or constitute a
default under, in any material respect any provision of applicable law or
regulation or of its organizational documents or of any indenture or other
agreement or instrument governing Debt or any other material agreement or
instrument binding upon the

                                        74
<PAGE>

Company or such Eligible Subsidiary or result in the creation or imposition of
any Liens on any asset of the Company or any of its Subsidiaries.

         SECTION 14.3. Binding Effect. This Agreement constitutes a legal, valid
and binding agreement of such Eligible Subsidiary and each of its Notes, when
executed and delivered in accordance with this Agreement, will constitute a
legal, valid and binding obligation of such Eligible Subsidiary, in each case
enforceable in accordance with its terms except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

         SECTION 14.4. Taxes. Except as disclosed in such Election to
Participate, there is no income, stamp or other tax of any country, or any
taxing authority thereof or therein, imposed by or in the nature of withholding
or otherwise, which is imposed on any payment to be made by such Eligible
Subsidiary pursuant hereto or on its Notes, or is imposed on or by virtue of the
execution, delivery or enforcement of its Election to Participate or of its
Notes.



                                   ARTICLE 15

                                    GUARANTY

         SECTION 15.1. The Guaranty. The Company hereby unconditionally
guarantees the full and punctual payment (as a guaranty of payment and not of
collection and whether at stated maturity, upon acceleration or otherwise) of
the principal of and interest on each Note issued by any Eligible Subsidiary
pursuant to this Agreement, and the full and punctual payment of all other
amounts payable (including, without limitation, the Letter of Credit
Liabilities) by any Eligible Subsidiary under this Agreement. Upon failure by
any Eligible Subsidiary to pay punctually any such amount, the Company shall
forthwith on demand pay the amount not so paid at the place and in the manner
specified in this Agreement.

         SECTION 15.2.  Guaranty Unconditional.  The obligations of the Company
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

          (a) any extension, renewal, settlement, compromise, waiver or release
in respect of any obligation of any Eligible Subsidiary under this Agreement or
any Note, by operation of law or otherwise;

                                        75
<PAGE>

          (b)   any modification or amendment of or supplement to this Agreement
or any Note;

          (c) any release, impairment, non-perfection or invalidity of any
direct or indirect security for any obligation of any Eligible Subsidiary under
this Agreement or any Note;

          (d) any change in the corporate existence, structure or ownership of
any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting any Eligible Subsidiary or its assets or any
resulting release or discharge of any obligation of any Eligible Subsidiary
contained in this Agreement or any Note;

          (e) the existence of any claim, set-off or other rights which the
Company may have at any time against any Eligible Subsidiary, any Agent, any
Issuing Bank, any other Lender or any other Person, whether in connection
herewith or any unrelated transactions, provided that nothing herein shall
prevent the assertion of any such claim by separate suit or compulsory
counterclaim;

          (f) any invalidity or unenforceability relating to or against any
Eligible Subsidiary for any reason of this Agreement or any Note, or any
provision of applicable law or regulation purporting to prohibit the payment by
any Eligible Subsidiary of the principal of or interest on any Note or any other
amount payable by it under this Agreement; or

          (g) any other act or omission to act or delay of any kind by any
Eligible Subsidiary, any Agent, any Issuing Bank or any other Person or any
other circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of or defense to any
Eligible Subsidiary's or the Company's obligations hereunder.

         SECTION 15.3. Discharge Only upon Payment in Full; Reinstatement in
Certain Circumstances. The Company's obligations hereunder shall remain in full
force and effect until the Commitments shall have terminated, any outstanding
Letters of Credit shall have expired or terminated and the principal of and
interest on the Notes and the Letter of Credit Liabilities and all other amounts
payable by the Company and each Eligible Subsidiary under this Agreement shall
have been paid in full. If at any time any payment of principal of or interest
on any Note or Letter of Credit Liabilities or any other amount payable by any
Eligible Subsidiary under this Agreement is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of any
Eligible Subsidiary or otherwise, the Company's obligations hereunder with

                                        76
<PAGE>

respect to such payment shall be reinstated at such time as though such payment
had been due but not made at such time.

         SECTION 15.4. Waiver by the Company. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against any Eligible Subsidiary or any other Person.

         SECTION 15.5. Subrogation. Upon making any payment with respect to any
Eligible Subsidiary hereunder, the Company shall be subrogated to the rights of
the payee against such Eligible Subsidiary with respect to such payment;
provided that the Company shall not enforce any payment by way of subrogation
until all amounts of principal of and interest on the Notes and Letter of Credit
Liabilities and all other amounts payable by such Eligible Subsidiary under this
Agreement have been paid in full.

         SECTION 15.6. Stay of Acceleration. In the event that acceleration of
the time for payment of any amount payable by any Eligible Subsidiary under this
Agreement or its Notes is stayed upon insolvency, bankruptcy or reorganization
of such Eligible Subsidiary, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by the Company
hereunder forthwith on demand by the Required Lenders.



                                   ARTICLE 16

                           COUNTERPARTS; EFFECTIVENESS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when the Servicing Agent shall have received
evidence reasonably satisfactory to it that (i) this Agreement has been executed
by the Company, the Agents and the Lenders, (ii) the commitments of the lenders
parties to the Existing Agreement shall have terminated and all loans
outstanding thereunder and all accrued interest and fees thereunder shall have
been paid in full and (iii) the Lenders, the Agents and the Co-Arrangers have
received payment of all fees required to be paid and all expenses for which
invoices have been presented; provided that (x) any "Letter of Credit" issued
pursuant to the Existing Agreement which is outstanding at the time the other
conditions to the effectiveness hereof are satisfied shall be deemed a Letter of
Credit issued hereunder on such date and (y) the Company and the Lenders
comprising the

                                        77
<PAGE>

Required Lenders (as defined in the Existing Agreement) hereby
agree that the Commitments (as defined in the Existing Agreement) shall
terminate automatically upon the satisfaction of all other conditions to
effectiveness of this Agreement, without requirement of notice under the Prior
Agreement or any other action by any party hereto or thereto.


                                        78
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.

                                  THE SERVICEMASTER COMPANY

                                  By: /s/ Steven C. Preston
                                      ----------------------------------------
                                  Title: Chief Financial Officer
                                         -------------------------------------


                                  By: /s/ Eric R. Zarnikow
                                      ----------------------------------------
                                  Title: Senior Vice President and Treasurer
                                         -------------------------------------

                                  Address:  2300 Warrenville Road
                                            Downers Grove, IL 60515

                                  Website:  http://corporate.servicemaster.com

                                  Attention: Eric R. Zarnikow

                                  Telephone: (630) 271-2361
                                  Facsimile: (630) 271-5870


                                        79

<PAGE>


         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       JPMORGAN CHASE BANK, individually and as
                       Joint Lead Arranger and Syndication Agent

                           By: /s/ Robert Krasnow
                               --------------------------------------
                           Title: Vice President
                                  -----------------------------------

                           Address: 227 West Monroe Street
                                    Suite 2800
                                    Chicago, IL 60606

                           Attention: Robert Krasnow

                           Telephone: (312) 541-4211
                           Facsimile: (312) 541-6221


                                        80

<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       BANK OF AMERICA, N.A., individually and as
                       Joint Lead Arranger and Syndication Agent

                           By: /s/ Jack Williams
                               -----------------------------------
                           Title: Managing Director
                                  --------------------------------


                                        81
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       BANK ONE, NA, individually and as
                       Administrative Agent

                       By: /s/ Lisa A. Whatley
                           ----------------------------------
                       Title: Vice President
                              -------------------------------

                       Address:  1 Bank One Plaza
                                 Suite IL1-0173
                                 Chicago, IL 60670

                       Attention: Bill Oleferchik

                       Telephone: (312) 732-2947
                       Facsimile: (312) 732-3888


                                        82

<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       FIRST UNION NATIONAL BANK,
                       individually and as Documentation Agent

                       By: /s/ Dawn P. Weiss
                           -----------------------------------
                       Title: Vice President
                              --------------------------------


                                        83

<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       SUNTRUST BANK, individually and as
                       Documentation Agent

                       By: /s/ Frank A. Coe
                           -------------------------------------
                       Title: Vice President
                              ----------------------------------


                                        84
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       THE BANK OF NEW YORK

                       By: /s/ Mark O'Connor
                           -------------------------------------
                       Title: Vice President
                              ----------------------------------



                                        85
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       FIRST TENNESSEE BANK NATIONAL ASSOCIATION

                       By: /s/ James H. Moore, Jr.
                           ------------------------------------
                       Title: Senior Vice President
                              ---------------------------------



                                        86
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       NATIONAL CITY BANK

                       By: /s/ Dale F. Klose
                           ------------------------------------
                       Title: Senior Vice President
                              ---------------------------------


                                        87

<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       THE NORTHERN TRUST COMPANY

                       By: /s/ Craig Smith
                           -----------------------------------
                       Title: Vice President
                              --------------------------------


                                        88
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       THE NORINCHUKIN BANK, New York Branch

                       By: /s/ Fumiaki Ono
                           -----------------------------------
                       Title: General Manager
                              --------------------------------


                                        89

<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       THE FUJI BANK, LIMITED

                       By: /s/ Peter L. Chinnici
                           -------------------------------------
                       Title: Senior Vice President & Group Head
                              ----------------------------------


                                        90
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       FIRSTAR BANK

                       By: /s/ Derek S. Roudebush
                           -------------------------------------
                       Title: Vice President
                              ----------------------------------


                                        91
<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       E.SUN COMMERCIAL BANK, LTD., Los
                       Angeles Branch

                       By: /s/ Benjamin Lin
                           --------------------------------------
                       Title: SVP & General Manager
                              -----------------------------------


                                        92

<PAGE>

         IN WITNESS WHEREOF, the Company, the Lenders and the Agents have
executed this Agreement as of the date first above written.


                       PNC BANK, NATIONAL ASSOCIATION

                       By: /s/ Bruce G. Shearer
                           ---------------------------------------
                       Title: Vice President
                              ------------------------------------


                                        93

<PAGE>

<TABLE>
<CAPTION>

                               COMMITMENT SCHEDULE


Lender                                                                     Commitment
------                                                                     ----------
<S>                                                                                   <C>

JP Morgan Chase Bank                                                                  $75,000,000

Bank of America, N.A.                                                                 $75,000,000

Bank One, NA                                                                          $75,000,000

First Union National Bank                                                             $50,000,000

SunTrust Bank                                                                         $50,000,000

The Bank of New York                                                                  $25,000,000

First Tennessee Bank National Association                                             $25,000,000

National City Bank                                                                    $25,000,000

The Northern Trust Company                                                            $25,000,000

Firstar Bank                                                                          $15,000,000

The Fuji Bank, Limited                                                                $15,000,000

The Norinchukin Bank, New York Branch*                                                $15,000,000

E.Sun Bank*                                                                           $10,000,000

PNC Bank, National Association                                                        $10,000,000

</TABLE>


         * Dollar-Only Lender


<PAGE>

                                         PRICING SCHEDULE
                                         (In basis points)

The Applicable Eurocurrency Margin or Facility Fee Rate at any date is the
applicable percentage amount set forth in the table below based on the Pricing
Level at such date:
<TABLE>
<CAPTION>

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

                                               Level I        Level II       Level III        Level IV       Level V
-------------------------------------------- ------------- --------------- --------------- --------------- ------------
-------------------------------------------- ------------- --------------- --------------- --------------- ------------
<S>                                              <C>            <C>            <C>              <C>            <C>

Applicable Eurocurrency Margin
    Usage <= 50%                                  60            82.5           102.5            145            200
    Usage > 50%                                  72.5            95            127.5            170            225
-------------------------------------------- ------------- --------------- --------------- --------------- ------------
-------------------------------------------- ------------- --------------- --------------- --------------- ------------

Facility Fee Rate                                 15            17.5            22.5             30            50
-------------------------------------------- ------------- --------------- --------------- --------------- ------------
</TABLE>

         For purposes of this Schedule, the following terms have the following
meanings:

         "Debt Rating" means at any date the credit ratings, if any, publicly
announced by S&P and Moody's for the Company's senior unsecured debt without
third-party credit enhancement (or if only one of S&P or Moody's shall have
assigned a credit rating, then such rating). If the ratings assigned by S&P and
Moody's differ then the Debt Rating will be the rating that is one notch above
the lower rating.

         "Level I Pricing" applies at any date if, at such date the Debt Rating
is BBB+ (Baa1) or greater.

         "Level II Pricing" applies at any date if, at such date the Debt Rating
is BBB (Baa2).

         "Level III Pricing" applies at any date if, at such date the Debt
Rating is BBB- (Baa3).

         "Level IV Pricing" applies at any date if, at such date the Debt Rating
is BB+ (Ba1).

         "Level V Pricing" applies at any date if, at such date the Debt Rating
is below BB+ (Ba1).

         "Pricing Level" refers to the determination of which of Level I, Level
II, Level III, Level IV or Level V applies at any date.



<PAGE>

         The "Usage" applicable to any date is the percentage equivalent of a
fraction the numerator of which is the sum of the aggregate outstanding Dollar
Amount of the Loans plus the aggregate Dollar Amount of Letter of Credit
Liabilities at such date and the denominator of which is the aggregate amount of
the Commitments at such date. If for any reason any Loans or Letter of Credit
Liabilities remain outstanding following the termination of the Commitments,
Usage will be deemed to be 100%.





                                        2
<PAGE>

                       SCHEDULE 1.01 - EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>


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

           Issuing Bank                Numbers         Amount       Expiration                   Beneficiary
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>           <C>          <C>

First Union National Bank                 SM408296     $5,370,256    03/31/02     Zurich Insurance Company
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------

First Union National Bank                 SM414059     $5,864,554    09/08/02     National Union Fire Insurance Co.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------

First Union National Bank                 SM408295     $8,719,714    03/30/02     The Home Insurance Company
----------------------------------------------------------------------------------------------------------------------------


</TABLE>


<PAGE>

                                SCHEDULE 6.11
                           SUBSIDIARY RESTRICTIONS

1.       American Home Shield Corporation and its subsidiaries are subject to
regulatory restrictions imposed by various states which limit dividends and
similar payments.

2.       Restrictions and limitations on dividends from and distributions by
foreign Subsidiaries contained in their loan documents.

3.       Restrictions and limitations on dividends from and distributions by
foreign Subsidiaries imposed by applicable law.

4.       Restrictions and limitations on dividends and distributions contained
in the documents relating to Receivables Financing Transactions.

5.       The Steward Insurance Company is subject to regulatory restrictions
imposed by various states which limit dividends and similar payments.


<PAGE>

                             EXHIBIT "A"
                                NOTE
                                                   _______________   ___, 200_
THE SERVICEMASTER COMPANY, a Delaware corporation (the "Company"), promises to
pay to the order of ___________ (the "Lender") the aggregate unpaid principal
amount of all Loans made by the Lender to the Company pursuant to the Three-Year
Credit Agreement, dated as of December 12, 2001, among The ServiceMaster
Company, the Lenders party thereto, JPMorgan Chase Bank and Bank of America,
N.A., as Syndication Agents, First Union National Bank and SunTrust Bank, as
Documentation Agents, and Bank One, NA, as Administrative Agent (as the same may
be amended or modified, hereinafter referred to as the "Agreement"), in the
currencies and on the dates specified in the Agreement, in immediately available
funds at the main office of Bank One, NA in Chicago, Illinois, as Administrative
Agent, or as otherwise directed by the Administrative Agent pursuant to the
terms of the Agreement, together with interest, in like currency and funds, on
the unpaid principal amount hereof at the rates and on the dates specified in
the Agreement.
The Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of each Loan and the date and amount of each principal payment
hereunder; provided, however, that any failure to so record shall not affect the
Company's obligations under any Loan Document.
This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Agreement, to which Agreement, as it may be amended from time
to time, reference is hereby made for a statement of the terms and conditions
under which this Note may be prepaid or its maturity date accelerated.
Capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Agreement.
                                         THE SERVICEMASTER COMPANY


                                         By: __________________________________
                                         Title: ________________________________


<PAGE>

                            SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                                 TO
                                 NOTE OF THE SERVICEMASTER COMPANY




                     Currency
                        and
  Date               Principal                     Principal
  ----               Amount of     Maturity          Amount           Unpaid
                       Loan        --------          Paid             Balance
                       ----                          ----            --------




<PAGE>

                                           EXHIBIT "B-1"

                                FORM OF OPINION OF KIRKLAND & ELLIS


                                                             December __, 2001


To the Lenders who are parties to the
Credit Agreement described herein

         Re:      The ServiceMaster Company Three-Year Credit
                  Agreement dated as of December 12, 2001

Ladies and Gentlemen:

         We have acted as special counsel to The ServiceMaster Company, a
Delaware corporation (the "Company"), in connection with the negotiation,
execution and delivery of the Three-Year Credit Agreement, dated as of December
12, 2001, among The ServiceMaster Company, the Lenders party thereto, JPMorgan
Chase Bank and Bank of America, N.A., as Syndication Agents, First Union
National Bank and SunTrust Bank, as Documentation Agents, and Bank One, NA, as
Administrative Agent, providing for credits in an aggregate amount not exceeding
$490,000,000 at any one time outstanding (the "Credit Agreement"). Terms used
but not otherwise defined herein are used herein as defined in the Credit
Agreement.

         For purposes of this opinion, we have examined the following:

         (a)      the Credit Agreement; and

         (b)      the proposed notes to be issued by the Company to the Lenders
                  pursuant to the Credit Agreement (the "Notes").

         In addition, in connection with rendering the opinions expressed below
("our opinions"), we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
certificates and other documents, as in our judgment are necessary or
appropriate to enable us to render our opinions. As to various factual matters
material to our opinions, we have relied upon certificates of public officials,
certificates of officers of the Company and the representations and warranties
contained in Article 5 of the Credit Agreement. In addition, in rendering our
opinions, we have assumed, with your permission and without independent
verification, that:


<PAGE>

         (a) the signatures of persons signing all documents in connection with
which our opinions are rendered are genuine and authorized (other than those of
the Company on the Credit Agreement, the Notes, and other agreements,
certificates and documents entered into in connection with the closing of the
transactions contemplated by the Credit Agreement);

         (b)  all documents submitted to us as originals or duplicate originals
are authentic;

         (c)  all documents submitted to us as copies, whether certified or not,
conform to authentic original documents;

         (d) all parties to the documents reviewed by us (other than the Company
in connection with the Credit Agreement and other agreements, certificates and
documents entered into in connection with the closing of the transactions
contemplated by the Credit Agreement) have full power and authority to execute,
to deliver and to perform their obligations under such documents and under the
documents required or permitted to be delivered and performed thereunder, and
all such documents have been duly authorized by all necessary action, have been
duly executed by such parties, have been duly delivered by such parties, and are
legal, valid and binding obligations of such parties enforceable in accordance
with their terms;

         (e) any approval, consent or withholding of objection on the part of,
or filing, registration or qualification with, any governmental body which may
be required in connection with the execution and delivery of the Credit
Agreement on account of your regulatory status has been obtained or made by you;
and

         (f)  the opinions set forth in the letter to you of even date herewith
from Jim L. Kaput, Esq. are correct.

         Based upon and subject to the foregoing, we are of the opinion that:

         (1) The Company is a corporation, validly existing under the laws of
the State of Delaware, has full corporate power and authority and is duly
authorized to enter into and perform the Credit Agreement and to incur the
obligations to be evidenced by the Notes;

         (2) The execution and delivery of the Credit Agreement and the Notes by
the Company do not conflict with or result in a breach of any provision of the
certificate of incorporation of the Company; and

         (3) The Credit Agreement and the Notes have been duly authorized,
executed and delivered by the Company and constitute legal, valid and binding
obligations of the Company enforceable in accordance with their respective
terms.

                                        2
<PAGE>

         Our opinions are subject to the following further qualifications:

         (a) our opinions are subject to the effect of any applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
conveyance or other similar laws;

         (b) the binding effect and the enforceability of the Credit Agreement
and the Notes and the availability of injunctive relief or other equitable
remedies thereunder are subject to the effect of general principles of equity
(regardless of whether enforcement is considered in proceedings at law or in
equity);

         (c) the binding effect and the enforceability of the Credit Agreement
and the Notes are subject to the effect of laws and judicial decisions which
have imposed duties and standards of conduct (including, without limitation,
obligations of good faith, fair dealing and reasonableness and any obligation to
demonstrate that enforcement of provisions that are burdensome on a debtor is
reasonably necessary for the protection of the creditor) upon creditors;

         (d) we express no opinion as to the enforceability of cumulative
remedies to the extent such cumulative remedies purport to or would have the
effect of compensating the party entitled to the benefits thereof in amounts in
excess of the actual loss suffered by such party or would violate applicable
laws concerning election of remedies;

         (e) notwithstanding certain language of the Credit Agreement, you will
be limited to recovering only reasonable expenses, only reasonable attorneys'
fees and legal expenses and only reasonable compensation for funding losses,
increased costs or yield protection;

         (f) we express no opinion as to, or the effect or applicability of, any
laws other than the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware;

         (g) requirements in the Credit Agreement specifying that provisions
thereof may only be waived in writing may not be valid, binding or enforceable
to the extent that an oral agreement or an implied agreement by trade practice
or course of conduct has been created modifying any provision of such documents;

         (h) we express no opinion as to the enforceability of the
indemnification provisions of the Credit Agreement insofar as said provisions
contravene public policy or might require indemnification or payments to you
with respect to any loss, cost or expense arising out of your gross negligence
or willful misconduct or any violation by you of statutory duties, general
principles of equity or public policy;


                                        3
<PAGE>

         (i) waivers of equitable rights and defenses may not be valid, binding
or enforceable under state or federal law and certain rights of debtors and
duties of lenders may not be waived, released, varied or disclaimed by agreement
prior to a default; and

         (j) we express no opinion as to the validity, binding effect or
enforceability of Section 9.10 of the Credit Agreement (Consent to
Jurisdiction).

         This letter is furnished to you pursuant to Section 4.01(d) of the
Credit Agreement and is not to be used, circulated, quoted or otherwise relied
upon by any other person or entity or for any other purpose.


                                        4
<PAGE>

         This opinion is for the benefit of the Lenders and their respective
counsel, and may not be relied upon by any other person. This opinion is limited
to the specific issues addressed and is limited in all respects to laws and
facts existing on the date hereof. By rendering this opinion, we do not
undertake to advise you of any changes in such laws or facts which may occur
after the date hereof.

                                        Very truly yours,

                                        KIRKLAND & ELLIS




                                        5
<PAGE>

                                           EXHIBIT "B-2"

                                FORM OF OPINION OF GENERAL COUNSEL


                                                             December __, 2001


To the Lenders who are parties to the
Three-Year Credit Agreement described herein

         Re:      The ServiceMaster Company Three-Year Credit
                  Agreement dated as of December 12, 2001

Ladies and Gentlemen:

         I am the Senior Vice President and General Counsel of The ServiceMaster
Company, a Delaware corporation (the "Company") and, in that capacity, I am
familiar with the details of the negotiation, execution and delivery of the
Three-Year Credit Agreement, dated as of December 12, 2001, among The
ServiceMaster Company, the Lenders party thereto, JPMorgan Chase Bank and Bank
of America, N.A., as Syndication Agents, First Union National Bank and SunTrust
Bank, as Documentation Agents, and Bank One, NA, as Administrative Agent,
providing for credits in an aggregate amount not exceeding $490,000,000 at any
one time outstanding (the "Credit Agreement"). I am furnishing this opinion to
you pursuant to Section 4.01(e) of the Credit Agreement. Unless otherwise
defined herein, capitalized terms used herein have the meanings assigned to such
terms in the Credit Agreement.

         For purposes of this opinion, I have examined the following:

         (a)      the Credit Agreement; and

         (b)      the proposed notes to be issued by the Company to the Lenders
                  pursuant to the Credit Agreement (the "Notes").

         In addition, I have also examined such certificates of public
officials, certificates of officers of the Company, and copies of corporate
documents and records of the Company and other papers, and I have made such
other investigations as I have deemed relevant and necessary as a basis for my
opinions hereinafter set forth. In all such examinations I have assumed the
genuineness of all signatures (other than the signatures of officers of the
Company), the authenticity and completeness of all documents submitted to me as
originals, the due authority of the parties executing such documents (other than
on behalf of the


<PAGE>

Company) and the conformity to the originals of documents submitted to me as
copies.

         Based on the foregoing and subject to the qualifications set forth
below, I am of the opinion that:

         (1) No approval, consent or withholding of objection on the part of any
regulatory body, federal, state or local, is necessary in connection with the
execution and delivery of the Credit Agreement or the Notes.

         (2) The Company has full power and authority and is duly authorized to
conduct the activities in which it is now engaged and is duly licensed or
qualified and is in good standing as a foreign corporation in each jurisdiction
where a failure so to qualify would reasonably be expected to have a Material
Adverse Effect.

         (3) Each Material Subsidiary is a corporation or a limited partnership
duly incorporated or organized, as the case may be, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization, as
the case may be, has full power and authority and is duly authorized to conduct
the activities in which it is now engaged, and is duly licensed or qualified and
is in good standing in each jurisdiction (to the extent qualification of a
foreign limited partnership is permitted by statute) where a failure so to
qualify would reasonably be expected to have a Material Adverse Effect and, in
my opinion, the inability of any Material Subsidiary that is a limited
partnership to qualify as a foreign limited partnership in any state in which
such qualification is not permitted by law will not have a Material Adverse
Effect.

         (4) The issuance of the Notes and the execution, delivery and
performance by the Company of the Credit Agreement (i) do not violate in any
material respect any provisions of any law or any order of any court,
governmental authority or agency, (ii) do not conflict with or result in any
breach of any of the terms, conditions or provisions of, or constitute a default
under, the certificate of incorporation of the Company or any agreement or any
debt instrument or other material agreement known to me to which the Company or
any Eligible Subsidiary is a party or by which the Company or any Eligible
Subsidiary may be bound and (iii) will not result in the creation or imposition
of any Lien upon any of the property of the Company or any Eligible Subsidiary.

         (5) There are no proceedings pending or, to my knowledge, threatened,
against or affecting the Company or any Subsidiary in any court or before any
governmental authority or arbitration board or tribunal which, if adversely
determined, would reasonably be expected to have a Material Adverse Effect. To
my knowledge, neither the Company nor any Subsidiary is in default with respect


<PAGE>

To the Lenders who are parties
to the Credit Agreement
described herein                                December __, 2001
Page 3

to any order of any court or governmental authority, or arbitration board or
tribunal which would reasonably be expected to have a Material Adverse Effect.

         (6) No documentary or stamp taxes are payable in connection with the
issuance of the Notes.

         (7) Neither the issuance of the Notes nor the use by the Company of all
or any portion of the proceeds of the Advances will violate Regulations U or X
of the Board of Governors of the Federal Reserve System (12 C.F.R. Chapter II).

         The opinions expressed in this letter as to enforceability are subject
to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally, to general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law or in a
bankruptcy proceeding, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and applicable laws and court
decisions which may limit the enforceability of certain remedial and other
provisions of the Notes.

         The opinions expressed above are limited to the laws of the State of
Illinois, the federal laws of the United States of America, the Delaware General
Corporation Law and the Delaware Revised Uniform Limited Partnership Act, and I
do not express any opinion herein concerning any other law.


                                        3
<PAGE>

To the Lenders who are parties
to the Credit Agreement
described herein                                December __, 2001
Page 4

         The opinions expressed herein are solely for your benefit in connection
with the consummation of the transactions contemplated by the Credit Agreement
and may not be used or relied upon by any Person other than each of you.

                                       Very truly yours,



                                       Jim L. Kaput
                                       Senior Vice President and General Counsel


                                        4
<PAGE>


                                            EXHIBIT "C"
                                   COMPETITIVE BID QUOTE REQUEST
                                         (Section 2.03(b))

                                                               _________, 200_

To:        The Lenders parties to the Credit Agreement described
           below

From:      [Name of Borrower]

           Re:    Three-Year Credit Agreement (the "Credit Agreement"),
                  dated as of December 12, 2001, among The ServiceMaster
                  Company, the Lenders party thereto, JPMorgan Chase Bank
                  and Bank of America, N.A., as Syndication Agents, First Union
                  National Bank and SunTrust Bank, as Documentation Agents,
                  and Bank One, NA, as Administrative Agent

         We hereby give notice pursuant to Section 2.03(b) of the Credit
Agreement that we request Competitive Bid Quotes for the following proposed
Competitive Bid Advance(s):

         Borrowing Date:         , 200_

         Principal Amount*                                    Interest Period**



--------------------------------------
* Amount must be at least (i) $1,000,000 or any larger integral multiple of
$1,000,000 in the case of a Floating Rate Advance, (ii) $5,000,000 or any larger
integral multiple of $1,000,000 in the case of any other Advance denominated in
Dollars or (iii) such amount and multiples as the Administrative Agent deems
appropriate and reasonably comparable to a $3,000,000 minimum Dollar Amount in
the case of any Advance denominated in an Alternative Currency.

** Fourteen days, one, two, three, six or nine months (Eurocurrency Auction) or
not less than 7 days (Absolute Rate Auction), subject to the provision of the
definitions of Eurocurrency Interest Period and Absolute Rate Interest Period.

<PAGE>

         Such Competitive Bid Quotes should offer [a Competitive Bid Margin]
[and] [an Absolute Rate]. [The currency in which the Loans are to be denominated
is __________.] Your Competitive Bid Quote must comply with Section 2.03(c) of
the Credit Agreement and the foregoing. Capitalized terms used herein have the
meanings assigned to them in the Credit Agreement.


         Please respond to this request by no later than [1:00 p.m.] [9:00 a.m.]
Chicago time on             , 200_.

                                            [NAME OF BORROWER]


                                            By_______________________________
                                              Financial Officer


<PAGE>

                                            EXHIBIT "D"

                                       COMPETITIVE BID QUOTE
                                         (Section 2.03(c))

                                                          ____________, 200_

To:        [Name of Borrower] (the "Borrower")

Re:        Competitive Bid Quote

In response to your request dated _________, 200_, we hereby make the following
Competitive Bid Quote pursuant to Section 2.03(c) of the Credit Agreement
hereinafter referred to and on the following terms:

1.  Quoting Lender: _____________________________________________

2.  Person to contact at Quoting Lender: ________________________

3.  Borrowing Date: ____________, 200_*

4. We hereby offer to make Competitive Bid Loan(s) in the following principal
amounts, for the following Interest Periods and at the following rates:



-------------------------------
* As specified in the related invitation fo Competitive Bid Quotes.

<PAGE>



Principal                Interest                  [Competitive
                         [AbsoluteAmount*           Period**            Bid
                                  ------            -------             ---
Margin***]               Rate****]
--------------           ---------

[Provided, that the aggregate principal amount of Competitive Bid Loans for
which the above offers may be accepted shall not exceed
$_________________.]*****

         We understand and agree that the offers set forth above, subject to the
satisfaction of the applicable conditions set forth in the Three-Year Credit
Agreement, dated as of December 12, 2001, among The ServiceMaster Company, the
Lenders party thereto, JPMorgan Chase Bank and Bank of America, N.A., as
Syndication Agents, First Union National Bank and SunTrust Bank, as
Documentation Agents, and Bank One, NA, as Administrative Agent (the "Credit
Agreement"), irrevocably obligates us to make the Competitive Bid Loan(s) for
which any offer(s) are accepted, in whole or in part.


-----------------------
* Principal amount bid for each Interest Period may not exceed the principal
amount requested.  Bids must be made for at least (i) $1,000,000 or any larger
integral multiple of $1,000,000 in the case of a Floating Rate Advance, (ii)
$5,000,000 or any larger integral multiple of $1,000,000 in the case of any
other Advance denominated in Dollars or (iii) such amount and multiples as the
Administrative Agent deems appropriate and reasonably comparable to a
$3,000,000 minimum Dollar Amount in the case of any Advance denominated in an
Alternative Currency.

** Fourteen days, one, two, three, six months or nine (Eurocurrency Auction) or
not less than 7 days (Absolute Rate Auction), as specified in the related
invitation for Competitive Bid Quotes.

*** Specify positive or negative percentage (rounded to the nearest 1/100 of 1%)
to be added or subtracted from the Eurocurrency Base Rate.

**** Specify rate of interest per annum (rounded to the nearest 1/100 of 1%)

***** Specify the limit, if any, as to the aggregate principal amount of the
Competitive Bid Loans of the quoting Lender which the Borrower may accept (see
Section 2.03(b)(iv)).


                                        2
<PAGE>

         Capitalized terms used herein and not otherwise defined herein shall
have their meanings as defined in the Credit Agreement.

Very truly yours,

[NAME OF BANK]



         Dated:           , 200__                  By:__________________________
                                                      Authorized Officer


                                        3
<PAGE>
                                      EXHIBIT "E"

                                 ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between (the
"Assignor") and (the "Assignee") is dated as of _________ __, 200_. The parties
hereto agree as follows:

         1. PRELIMINARY STATEMENT. The Assignor is a party to a Three-Year
Credit Agreement, dated as of December 12, 2001 (which, as it may be amended,
modified, renewed or extended from time to time, is herein called the "Credit
Agreement"), among The ServiceMaster Company (the "Company"), the Lenders named
therein, Bank One, NA, as Administrative Agent, First Union National Bank and
SunTrust Bank, as Documentation Agents and JPMorgan Chase Bank and Bank of
America, N.A., as Syndication Agents. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement. The Assignor desires to assign to the Assignee, and the
Assignee desires to assume from the Assignor, an undivided interest (the
"Purchased Percentage") in the Commitment of the Assignor such that after giving
effect to the assignment and assumption hereinafter provided, the Commitment of
the Assignee shall equal $______________ and its percentage of the Aggregate
Commitment shall equal __%.

         2. ASSIGNMENT. For and in consideration of the assumption of
obligations by the Assignee set forth in Section 3 hereof and the other
consideration set forth herein, and effective as of the Effective Date (as
hereinafter defined), the Assignor does hereby sell, assign, transfer and convey
to the Assignee all of its right, title and interest in and to the Purchased
Percentage of (i) the Commitment of the Assignor (as in effect on the Effective
Date), (ii) each Committed Loan made by the Assignor outstanding on the
Effective Date, (iii) all Letter of Credit Liabilities of the Assignor on the
Effective Date and (iv) the Credit Agreement and the other Loan Documents.
Pursuant to Section 12.03(b) of the Credit Agreement, on and after the Effective
Date the Assignee shall have the same rights, benefits and obligations as the
Assignor had under the Loan Documents with respect to the Purchased Percentage
of the Loan Documents, all determined as if the Assignee were a "Lender" under
the Credit Agreement with ____% of the Aggregate Commitment. The Effective Date
shall be the later of ______ or two Business Days (or such shorter period agreed
to by the Agents) after a Notice of Assignment substantially in the form of
Exhibit "I" attached hereto and any consents substantially in the form of
Exhibit "II" attached hereto required to be delivered to the Agents by Section
12.03 of the Credit Agreement have been delivered to the Agents. In no event
will the Effective Date occur if the payments required to be made by the
Assignee to the Assignor on the Effective


<PAGE>

Date under Sections 4 and 5 hereof are not made on the proposed Effective Date.
The Assignor will notify the Assignee of the proposed Effective Date on the
Business Day prior to the proposed Effective Date.

         3. ASSUMPTION. For and in consideration of the assignment of rights by
the Assignor set forth in Section 2 hereof and the other consideration set forth
herein, and effective as of the Effective Date, the Assignee does hereby accept
that assignment, and assume and covenant and agree fully, completely and timely
to perform, comply with and discharge, each and all of the obligations, duties
and liabilities of the Assignor under the Loan Documents which are assigned to
the Assignee hereunder, which assumption includes, without limitation, the
obligation to fund the unfunded portion of the Aggregate Commitment and to
participate in Letters of Credit outstanding on the Effective Date or issued
thereafter, all in accordance with the provisions set forth in the Credit
Agreement as if the Assignee were a "Lender" under the Credit Agreement with
___% of the Aggregate Commitment. The Assignee agrees to be bound by all
provisions relating to "Lenders" under and as defined in the Credit Agreement,
including, without limitation, provisions relating to the dissemination of
information and the payment of indemnification.

         4. PAYMENT OBLIGATIONS. On and after the Effective Date, the Assignee
shall be entitled to receive from the Administrative Agent all payments of
principal, interest and fees with respect to the Purchased Percentage of the
Assignor's Commitment, Committed Loans and Letter of Credit Liabilities. The
Assignee shall advance funds directly to the Administrative Agent with respect
to each Committed Loan and reimbursement payments made on or after the Effective
Date. In consideration for the transfer of the assigned obligations hereunder,
with respect to each Committed Loan made by the Assignor outstanding on the
Effective Date, the Assignee shall pay the Assignor on the Effective Date (or,
if Assignee so elects with respect to each Committed Loan bearing interest at a
Fixed Rate, on the Payment Date, as hereinafter defined) an amount equal to the
Purchased Percentage of any such Committed Loan. If the Assignee elects to make
such payment on the Effective Date, with respect to any Loan made by Assignor
outstanding on the Effective Date which bears interest at a fixed rate (each an
"Outstanding Fixed Rate Loan"), Assignee shall be entitled to receive interest
at a rate agreed upon by the Assignee and the Assignor (the "Outstanding Fixed
Rate Loan Interest Rate") for the remainder of the existing Interest Period.
When Assignee receives interest on the Purchased Percentage of any Outstanding
Fixed Rate Loan, Assignee shall remit to Assignor the excess of (a) the interest
received by Assignee on the Outstanding Fixed Rate Loan over (b) the Outstanding
Fixed Rate Loan Interest Rate. In the event Assignee elects not to pay the
Assignor the Purchased Percentage of any such Outstanding Fixed Rate


                                        2
<PAGE>

Loan on the Effective Date, the Assignee shall pay the Assignor an amount equal
to the Purchased Percentage of such Outstanding Fixed Rate Loan (a) on the last
day of the Interest Period therefor or (b) on such earlier date agreed to by the
Assignor and the Assignee or (c) on the date on which any such Outstanding Fixed
Rate Loan either becomes due (by acceleration or otherwise) or is prepaid (the
date as described in the foregoing clauses (a), (b) or (c) being hereinafter
referred to as the "Payment Date"). In the event interest for the period from
the Effective Date to but not including the Payment Date is not paid by the
Borrower with respect to any Outstanding Fixed Rate Loan sold by the Assignor to
the Assignee pursuant to the preceding sentence, the Assignee shall pay to the
Assignor interest for such period on such Outstanding Fixed Rate Loan at the
applicable rate provided by the Credit Agreement. In the event of a prepayment
of any Outstanding Fixed Rate Loan, Assignee shall remit to Assignor the excess
of (a) the amount received by the Assignee as breakage costs over (b) the amount
which would have been received by the Assignee as a prepayment penalty if the
amount of prepayment penalty was based on the Outstanding Fixed Rate Loan
Interest Rate. On and after the Effective Date, the Assignee will also remit to
the Assignor any amounts of interest on Loans and fees received from the
Administrative Agent which relate to the Purchased Percentage of Loans made by
the Assignor accrued for periods prior to the Effective Date or the Payment Date
as applicable. In the event that either party hereto receives any payment to
which the other party hereto is entitled under this Assignment Agreement, then
the party receiving such amount shall promptly remit it to the other party
hereto. ***[This Section subject to modification by the Assignor and the
Assignee]***

         5. FEES PAYABLE BY ASSIGNEE. On each day on which the Assignee receives
a payment of interest or fees under the Credit Agreement (other than a payment
of interest or fees which the Assignee is obligated to deliver to the Assignor
pursuant to Section 4 hereof, which shall be excluded in determining fees
payable to the Assignor pursuant to this Section), the Assignee shall pay to the
Assignor a fee. The amount of such fee shall be the difference between (i) the
amount of such interest or fee, as applicable, received by the Assignee and (ii)
the amount of the interest or fee, as applicable, which would have been received
by the Assignee if each interest rate was ___ of 1% less than the interest rate
paid by the Company or if the facility fee was ___ of 1% less than the facility
fee paid by the Company pursuant to Section 2.04, as applicable. In addition,
the Assignee agrees to pay __% of the fee required to be paid to the
Administrative Agent pursuant to Section 12.03(b) of the Credit Agreement.
***[This Section subject to modification by the Assignor and the Assignee]***

         6. CREDIT DETERMINATION: LIMITATIONS ON ASSIGNORS LIABILITY. The
Assignee represents and warrants to the Assignor that it is

                                        3
<PAGE>

capable of making and has made and shall continue to make its own credit
determinations and analysis based upon such information as the Assignee deemed
sufficient to enter into the transaction contemplated hereby and not based on
any statements or representations by the Assignor, the Agents or any Lender.
It is understood and agreed that the assignment and assumption hereunder are
made without recourse to the Assignor and that the Assignor makes no
representation or warranty of any kind to the Assignee and shall not be
responsible for (i) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectibility of the Credit Agreement or any other
Loan Document, including without limitation, documents granting the Assignor and
the other Lenders a security interest in assets of the Company or any of its
Subsidiaries, or any guarantor, (ii) any representation, warranty or statement
made in or in connection with any of the Loan Documents, (iii) the financial
condition or creditworthiness of any Borrower or any guarantor, (iv) the
performance of or compliance with any of the terms or provisions of any of the
Loan Documents, (v) the inspection of any of the property, books or records of
the Company or any of its Subsidiaries, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans. Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be liable for any mistake, error
of judgment, or action taken or omitted to be taken in connection with the Loans
or the Loan Documents, except for its or their own bad faith or willful
misconduct.

         7. INDEMNITY. The Assignee agrees to indemnify and hold the Assignor
harmless against any and all losses, costs and expenses (including, without
limitation, reasonable attorneys' fees, which attorneys may be employees of the
Assignee) and liabilities incurred by the Assignor in connection with or arising
in any manner from the Assignee's performance or non-performance of obligations
assumed under this Assignment Agreement.

         8. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall
have the right pursuant to Section 12.03 of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that (i) any such subsequent assignment does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulations order,
writ, judgment, injunction or decree and that any consent required under the
terms of the Loan Documents has been obtained, (ii) the assignee under such
assignment from the Assignee shall agree to assume all of the Assignee's
obligations hereunder in a manner satisfactory to the Assignor and (iii) the
Assignee is not thereby released from any of its obligations to the Assignor
hereunder.


                                        4
<PAGE>

         9. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the
Aggregate Commitment occurs between the date of this Assignment Agreement and
the Effective Date, the percentage of the Aggregate Commitment assigned to the
Assignee shall remain the percentage specified in Section 1 hereof and the
dollar amount of the Commitment of the Assignee shall be recalculated based on
the reduced Aggregate Commitment.

         10.  ENTIRE AGREEMENT.  This Assignment Agreement ****[and the attached
consent]**** embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

         11.  GOVERNING LAW.  This Assignment Agreement shall be governed by the
internal law (and not the law of conflicts), of the State of New York.

         12. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth under each party's name on the signature pages hereof.


                                        5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                            [NAME OF ASSIGNOR]


                                            By:____________________________
                                            Title:__________________________


                                            [NAME OF ASSIGNEE]

                                             By:____________________________
                                             Title:__________________________




                                        6

<PAGE>

                                       EXHIBIT "I"

                                          NOTICE
                                      OF ASSIGNMENT

To:               THE SERVICEMASTER COMPANY
                  One ServiceMaster Way
                  Downers Grove, IL  60515
                  Attention:  Eric R. Zarnikow

                  JPMORGAN CHASE BANK
                  as Servicing Agent
                  [address]

                  BANK ONE, NA
                  as Administrative Agent
                  [address]

                  [ISSUING BANKS]

From:             [NAME OF ASSIGNOR]

                  [NAME OF ASSIGNEE]

                                                                       , 200_

         1. We refer to that Three-Year Credit Agreement, dated as of December
12, 2001 (which, as it may be amended, modified, renewed or extended from time
to time, is herein called the "Credit Agreement"), among The ServiceMaster
Company (the "Company"), the Lenders named therein including ____________ (the
"Assignor"), Bank One, NA, as Administrative Agent, First Union National Bank
and SunTrust Bank, as Documentation Agents, and JPMorgan Chase Bank and Bank of
America, N.A., as Syndication Agents. Capitalized terms used herein and in any
consent delivered in connection herewith and not otherwise defined herein or in
such consent shall have the meanings attributed to them in the Credit Agreement.

         2. This Notice of Assignment (this "Notice") is given and delivered to
the Company and the Agents pursuant to Section 12.03(b) of the Credit Agreement.

         3.  The Assignor and             (the "Assignee") have entered into an
Assignment Agreement, dated as of        , 200_, pursuant to which, among other


<PAGE>

things, the Assignor has sold, assigned, delegated and
transferred to the Assignee, and the Assignee has purchased, accepted and
assumed from the Assignor, an undivided interest in and to all of the Assignor's
rights and obligations under the Credit Agreement such that Assignee's
percentage of the Aggregate Commitment shall equal __%, effective as of the
Effective Date (as hereinafter defined). The "Effective Date" shall be the later
of ____ or two Business Days (or such shorter period as agreed to by the Agents)
after this Notice of Assignment and any consents and fees required by Sections
12.03(a) and 12.03(b) of the Credit Agreement have been delivered to the Agents,
provided that the Effective Date shall not occur if any condition precedent
agreed to by the Assignor and the Assignee has not been satisfied.

         4. As of this date, the percentage of the Assignor in the Aggregate
Commitment, the Committed Advances and the Letters of Credit is __%. As of the
Effective Date, the percentage of the Assignor in the Aggregate Commitment, the
Committed Advances and the Letters of Credit will be __% (as such percentage may
be reduced or increased by assignments which become effective prior to the
assignment to the Assignee becoming effective) and the percentage of the
Assignee in the Aggregate Commitment, the Committed Advances and the Letters of
Credit and the Letters of Credit will be __%.

         5. The Assignor and the Assignee hereby give to the Company and the
Agents notice of the assignment and delegation referred to herein. The Assignor
will confer with the Agents before _______, 200_ to determine if the assignment
to the Assignee will become effective on such date pursuant to Section 3 hereof,
and will confer with the Agents to determine the Effective Date pursuant to
Section 3 hereof if it occurs thereafter. The Assignor shall notify the Agents
if the assignment to the Assignee does not become effective on any proposed
Effective Date as a result of the failure to satisfy the conditions precedent
agreed to by the Assignor and the Assignee. At the request of the Agent, the
Assignor will give the Agents written confirmation of the occurrence of the
Effective Date.

         6. The Assignee hereby accepts and assumes the assignment and
delegation referred to herein and agrees as of the Effective Date (i) to perform
fully all of the obligations under the Credit Agreement which it has hereby
assumed and (ii) to be bound by the terms and conditions of the Credit Agreement
as if it were a "Lender".

         7. The Assignor and the Assignee request and agree that any payments to
be made by the Administrative Agent to the Assignor on and after the Effective
Date shall, to the extent of the assignment referred to herein, be made entirely
to the Assignee, it being understood that the Assignor and the Assignee shall
make between themselves any desired allocations.



<PAGE>

         8. The Assignor or the Assignee shall pay to the Administrative Agent
on or before the Effective Date the processing fee of $3,500 required by Section
12.03 of the Credit Agreement.

         9. The Assignor and the Assignee request and direct that the
Administrative Agent prepare and cause the Borrower(s) to execute and deliver
[new Notes or, as appropriate,] replacement Notes, to the Assignor and the
Assignee in accordance with Section 12.03(b) of the Credit Agreement. The
Assignor [and the Assignee] agree[s] to deliver to the Administrative Agent the
original Notes received from it by the Borrower(s) upon the Assignor's [and
Assignee's] receipt of new Notes in the amounts set forth above.

         10. The Assignee advises the Agents that the address listed below is
its address for notices under the Credit Agreement:






[NAME OF ASSIGNOR]                          [NAME OF ASSIGNEE]

By:                                         By:

Title:                                      Title:




<PAGE>
                                    EXHIBIT "II"

                                 CONSENT AND RELEASE
                                 -------------------

TO:      [NAME OF ASSIGNOR]                 [NAME OF ASSIGNEE]


                                                                 , 200_

         1. We acknowledge receipt from (the "Assignor") and
______________________ (the "Assignee") of the Notice of Assignment, dated as of
__________, 200_ (the "Notice"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to them in the Notice.

         *[2. In consideration of the assumption by the Assignee of the
obligations of the Assignor as referred to in the Notice, the Company and each
Issuing Bank hereby (i) irrevocably consents, as required by Section 12.03(a) of
the Credit Agreement, to the assignment and delegation referred to in the Notice
and (ii) as of the Effective Date, irrevocably reduces the percentage of the
Assignor in the Aggregate Commitment by the percentage of the Aggregate
Commitment assigned to the Assignee and releases the Assignor from all of its
obligations to the Company or any of its Subsidiaries or to such Issuing Bank
under the Loan Documents to the extent that such obligations have been assumed
by the Assignee]*

         3. The Administrative Agent is hereby requested to prepare for issuance
by the relevant Borrower new Notes as requested by the Assignor and the Assignee
in the Notice.

         *[4. In consideration of the assumption by the Assignee of the
obligations of the Assignor as referred to in the Notice, the Agents hereby (i)
irrevocably consent, as required by Section 12.03(a) of the Credit Agreement, to
the assignment and delegation referred to in the Notice, (ii) as of the
Effective Date, irrevocably release the Assignor from its obligations to the
Agents under the Loan Documents to the extent that such obligations have been
assumed by the Assignee, and (iii) agree that, as of the Effective Date, the
Agents shall consider the Assignee as a "Lender" for all purposes under the Loan
Documents to the extent of the assignment and delegation referred to in the
Notice.]*



<PAGE>

THE SERVICEMASTER COMPANY             BANK ONE, NA, as Administrative
                                      Agent
By:
Title:
                                       By:
                                       Title:

                                       [ISSUING BANK]

                                       By:  ____________________
                                       Title: ___________________


* Paragraphs 2 and 4 are to be included only if the consent of the Company, the
Issuing Banks and the Administrative Agent is required pursuant to Section
12.03(a) of the Credit Agreement.



                                        2
<PAGE>
                                        EXHIBIT "F"

                    LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To:      Bank One, NA, as Administrative Agent under the Credit Agreement
         described below.

From:    [Name of Borrower] (the "Borrower")

Re:      Three-Year Credit Agreement, dated as of December 12, 2001 (as the
         same may be amended or modified, the Credit Agreement"), among The
         ServiceMaster Company, the Lenders named therein, Bank One, NA, as
         Administrative Agent, First Union National Bank and SunTrust Bank, as
         Documentation Agents and JPMorgan Chase Bank and Bank of America,
         N.A., as Syndication Agents.

         Terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Credit Agreement.

         The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Borrower, provided, however, that the Administrative Agent
may otherwise transfer funds as hereafter directed in writing by the Borrower in
accordance with Section 13.01 of the Credit Agreement.

         Facility Identification Number(s)

         Customer/Account Name

         Transfer Funds To

         For Account No.

         Reference/Attention To

         Authorized Officer (Customer
         Representative)                     Date

         (Please Print)                                       Signature




<PAGE>
         Bank Officer Name                   Date

         (Please Print)                      Signature

         (Deliver Completed Form to Credit Support Staff For Immediate
         Processing)





                                        2
<PAGE>

                                     EXHIBIT "G"

                            FORM OF ELECTION TO PARTICIPATE



                                                         __________, 200_


JPMORGAN CHASE BANK, as Servicing Agent
for the Lenders under the Three-Year
Credit Agreement dated as of December 12, 2001 among
The ServiceMaster Company (the "Company"),
the Lenders named therein,
Bank One, NA, as Administrative Agent,
First Union National Bank and SunTrust Bank, as
Documentation Agents and JPMorgan Chase Bank and Bank of
America, N.A., as Syndication Agents

Dear Sirs:

         Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement have for the purposes
hereof the meaning provided therein.

         The undersigned, [name of Eligible Subsidiary], a [corporation]
[limited liability company] [partnership] organized under the laws of
[jurisdiction of organization], elects to be an Eligible Subsidiary for purposes
of the Credit Agreement, effective upon your receipt hereof until an Election to
Terminate shall have been delivered to you with respect to the undersigned in
accordance with the Credit Agreement.

         The undersigned confirms that the representations and warranties set
forth in Article 14 of the Credit Agreement are true and correct as to the
undersigned as of the date hereof. In particular, [except as disclosed below,]
there is no income, stamp or other tax of any country, or any taxing authority
thereof or therein, imposed by or in the nature of withholding or otherwise,
which is imposed on any payment to be made by the undersigned pursuant to the
Credit Agreement or the Notes of the undersigned, or is imposed on or by virtue
of the execution, delivery or enforcement of this Election to Participate or of
the Notes of the undersigned.



<PAGE>
         The undersigned agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation Sections 9.10 and 9.11 thereof, as if
the undersigned were a signatory party thereto. The undersigned hereby confirms
the authority of the Financial Officers to act on its behalf as to all matters
relating to the Credit Agreement.

         The address to which all notices to the undersigned under the Credit
Agreement should be directed is:

         This instrument shall be construed in accordance with and governed by
the laws of the State of New York.

                                        Very truly yours,

                                        [NAME OF ELIGIBLE SUBSIDIARY]


                                        By_____________________________________
                                        Title:

     The undersigned confirms that [name of Eligible Subsidiary] is an
additional Borrower for purposes of the Credit Agreement described above.

                                        THE SERVICEMASTER COMPANY


                                        By __________________________________
                                        Title:

     Receipt of the above Election to Participate is acknowledged on and as of
the date set forth above.

                                        JPMORGAN CHASE BANK, as Servicing Agent


                                        By __________________________________
                                        Title:



                                        2
<PAGE>
                                     EXHIBIT "H"

                              FORM OF ELECTION TO TERMINATE



                                                            __________, 200_


JPMORGAN CHASE BANK, as Servicing Agent
for the Lenders under the Three-Year Credit
Agreement dated as of December 12, 2001 among
The ServiceMaster Company (the "Company"),
the Lenders named therein,
Bank One, NA, as Administrative Agent,
First Union National Bank and SunTrust Bank, as
Documentation Agents and JPMorgan Chase Bank and Bank of
America, N.A., as Syndication Agents

Dear Sirs:

     Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement have for the purposes
hereof the meaning provided therein.

     The undersigned hereby elect to terminate the status of [name of Eligible
Subsidiary], a [corporation] [limited liability company] [partnership] organized
under the laws of [jurisdiction of organization] (the "Designated Subsidiary"),
as an Eligible Subsidiary for purposes of the Credit Agreement, effective upon
your receipt hereof. The undersigned represent and warrant that all principal
and interest on all Notes of the Designated Subsidiary and all other amounts
payable by the Designated Subsidiary pursuant to the Credit Agreement have been
paid in full on or prior to the date hereof. Notwithstanding the foregoing, this
Election to Terminate shall not affect any obligation of the Designated
Subsidiary under the Credit Agreement or under any of its Notes heretofore
incurred.


<PAGE>

     This instrument shall be construed in accordance with and governed by the
laws of the State of New York.

                                        Very truly yours,

                                        [NAME OF DESIGNATED SUBSIDIARY]


                                        By __________________________________
                                        Title:


                                        THE SERVICEMASTER COMPANY


                                        By __________________________________
                                        Title:


     Receipt of the above Election to Terminate is hereby acknowledged on and as
of the date set forth above.

                                        JPMORGAN CHASE BANK, as Servicing Agent


                                        By __________________________________
                                        Title:



                                        2
<PAGE>

                                     EXHIBIT "I"

                FORM OF OPINION OF COUNSEL FOR ELIGIBLE SUBSIDIARY



                                                          __________, 200_


To the Lenders and Agents
Referred to Below
c/o JPMorgan Chase Bank,
as Servicing Agent
[address]

Dear Sirs:

         I am counsel to [name of Eligible Subsidiary], a [corporation]
[partnership] [limited liability company] organized under the laws of
[jurisdiction of organization] (the "Eligible Subsidiary"), and give this
opinion pursuant to Section 4.02(b) of the Three-Year Credit Agreement, dated as
of December 12, 2001 (as the same may be amended or modified, the "Credit
Agreement"), among The ServiceMaster Company (the "Company"), the Lenders named
therein, Bank One, NA, as Administrative Agent, First Union National Bank and
SunTrust Bank, as Documentation Agents and JPMorgan Chase Bank and Bank of
America, N.A., as Syndication Agents. Terms defined in the Credit Agreement are
used herein as therein defined.

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Eligible Subsidiary is a [corporation] [limited liability
company] [partnership] duly organized, validly existing and in good standing
under the laws of [jurisdiction of organization], and is a Subsidiary of the
Company.

         2. The execution and delivery by the Eligible Subsidiary of its
Election to Participate and its Notes and the performance by the Eligible
Subsidiary of its obligations under the Credit Agreement and its Notes are
within the Eligible Subsidiary's legal powers, have been duly authorized by all
necessary [corporate]


<PAGE>

[partnership] [limited liability company] or other legal
action, require no action by or in respect of, or filing with, any governmental
body, agency or official and do not contravene, or constitute a default under,
in any material respect any provision of applicable law or regulation or of the
organizational documents of the Eligible Subsidiary or of any indenture or other
agreement or instrument governing Debt or any other material agreement or
instrument binding upon the Company or the Eligible Subsidiary or result in the
creation or imposition of any Lien on any asset of the Eligible Subsidiary or
any of its Subsidiaries.

         3. The Election to Participate of the Eligible Subsidiary and the
Credit Agreement constitute valid and binding agreements of the Eligible
Subsidiary and its Notes constitute valid and binding obligations of the
Eligible Subsidiary, in each case enforceable in accordance with its terms,
except as may be limited by (i) bankruptcy, insolvency or other similar laws
affecting the rights and remedies of creditors generally and (ii) general
principles of equity.

         4. Except as disclosed in the Election to Participate, there is no
income, stamp or other tax of any country, or any taxing authority thereof or
therein, imposed by or in the nature of withholding or otherwise, which is
imposed on any payment to be made by the Eligible Subsidiary pursuant to the
Credit Agreement or on its Notes, or is imposed on or by virtue of the
execution, delivery or enforcement of its Election to Participate or of its
Notes.



                                                          Very truly yours,





                                        2
<PAGE>

                                    EXHIBIT "J"

                    FORM OF OPINION OF COUNSEL FOR THE AGENTS


                                                           December __, 2001



To the Lenders and the Agents
Referred to Below
c/o JPMorgan Chase Bank,
as Servicing Agent
[address]

Dear Sirs:

         We have participated in the preparation of the Three-Year Credit
Agreement, dated as of December 12, 2001 (as the same may be amended or
modified, the "Credit Agreement"), among The ServiceMaster Company (the
"Company"), the Lenders named therein, Bank One, NA, as Administrative Agent,
First Union National Bank and SunTrust Bank, as Documentation Agents, and
JPMorgan Chase Bank and Bank of America, N.A., as Syndication Agents and have
acted as special counsel for the Agents for the purpose of rendering this
opinion pursuant to Section 4.01(i) of the Credit Agreement. Terms defined in
the Credit Agreement are used herein as therein defined.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of the Company and the Notes
of the Company constitute valid and binding obligations of the Company, in each
case enforceable in accordance with their respective terms, except as the same
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and by general principles of equity.



<PAGE>

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America. In giving the foregoing opinion, we express no
opinion as to the effect (if any) of any law of any jurisdiction (except the
State of New York) in which any Lender is located which limits the rate of
interest that such Lender may charge or collect.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.

                                Very truly yours,





                                        2