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


                       PUBLISHED CUSIP NUMBER____________


                                CREDIT AGREEMENT


                           DATED AS OF APRIL 29, 2005


                                      AMONG


                           SYNAGRO TECHNOLOGIES, INC.,


                   THE LENDERS FROM TIME TO TIME PARTY HERETO,


                             BANK OF AMERICA, N.A.,
           AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER,


                          LEHMAN COMMERCIAL PAPER INC.,
                              AS SYNDICATION AGENT,


                                       AND


                            CIBC WORLD MARKETS CORP.,
                             AS DOCUMENTATION AGENT
                          -----------------------------


                         BANC OF AMERICA SECURITIES LLC,
                              LEHMAN BROTHERS INC.
                 AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS


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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE

                                    ARTICLE I
<S>                  <C>                                                                                       <C>
                        DEFINITIONS AND ACCOUNTING TERMS

Section 1.01          Defined Terms...............................................................................1
Section 1.02          Other Interpretative Provisions............................................................40
Section 1.03          Accounting Terms and Determinations........................................................41
Section 1.04          Rounding...................................................................................41
Section 1.05          Times of Day...............................................................................41
Section 1.06          Letter of Credit Amounts...................................................................41
Section 1.07          Classes and Types of Borrowings............................................................42

                                   ARTICLE II
                              THE CREDIT FACILITIES

Section 2.01          Commitments to Lend........................................................................42
Section 2.02          Notice of Borrowings.......................................................................45
Section 2.03          Notice to Lenders; Funding of Loans........................................................46
Section 2.04          Evidence of Loans..........................................................................48
Section 2.05          Letters of Credit..........................................................................48
Section 2.06          Interest...................................................................................59
Section 2.07          Extension and Conversion...................................................................60
Section 2.08          Maturity of Loans..........................................................................62
Section 2.09          Prepayments................................................................................62
Section 2.10          Adjustment of Commitments..................................................................65
Section 2.11          Fees.......................................................................................67
Section 2.12          Pro-rata Treatment.........................................................................68
Section 2.13          Sharing of Payments by Lenders.............................................................68
Section 2.14          Payments Generally; Administrative Agent's Clawback........................................69

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01          Taxes......................................................................................70
Section 3.02          Illegality.................................................................................73
Section 3.03          Inability to Determine Rates...............................................................73
Section 3.04          Increased Costs and Reduced Return; Capital Adequacy.......................................73
Section 3.05          Compensation for Losses....................................................................75
Section 3.06          Base Rate Loans Substituted for Affected Eurodollar Loans..................................75
Section 3.07          Mitigation Obligations; Replacement of Lenders.............................................76
Section 3.08          Survival...................................................................................76

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01          Conditions to Initial Credit Extension.....................................................76
Section 4.02          Conditions to All Credit Extensions........................................................82
Section 4.03          Conditions Precedent to Facilities Increase................................................82
</TABLE>

<PAGE>


                                TABLE OF CONTENTS (cont.)

<TABLE>
<CAPTION>
                                                                                                               PAGE

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

<S>                   <C>                                                                                       <C>
Section 5.01          Existence, Qualification and Power; Compliance with Laws...................................83
Section 5.02          Authorization; No Contravention............................................................84
Section 5.03          Governmental Authorization; Other Consents.................................................84
Section 5.04          Binding Effect.............................................................................84
Section 5.05          Financial Condition; No Material Adverse Effect............................................84
Section 5.06          Litigation.................................................................................85
Section 5.07          No Default.................................................................................85
Section 5.08          Ownership of Property; Liens...............................................................86
Section 5.09          Environmental Compliance...................................................................86
Section 5.10          Insurance..................................................................................86
Section 5.11          Taxes......................................................................................86
Section 5.12          ERISA; Foreign Pension Plans; Employee Benefit Arrangements................................86
Section 5.13          Subsidiaries; Equity Interests.............................................................88
Section 5.14          Margin Regulations; Investment Company Act; Public Utility Holding Company Act.............88
Section 5.15          Disclosure.................................................................................88
Section 5.16          Compliance with Law........................................................................89
Section 5.17          Intellectual Property......................................................................89
Section 5.18          Purpose of Loans and Letters of Credit.....................................................89
Section 5.19          Solvency...................................................................................90
Section 5.20          Collateral Documents.......................................................................90

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

Section 6.01          Financial Statements.......................................................................90
Section 6.02          Certificates; Other Information............................................................91
Section 6.03          Notices....................................................................................94
Section 6.04          Payment of Obligations.....................................................................95
Section 6.05          Preservation of Existence Etc..............................................................95
Section 6.06          Maintenance of Properties..................................................................95
Section 6.07          Maintenance of Insurance; Certain Proceeds.................................................96
Section 6.08          Compliance with Laws.......................................................................96
Section 6.09          Books and Records; Lender Meeting..........................................................97
Section 6.10          Inspection Rights..........................................................................97
Section 6.11          Use of Proceeds............................................................................97
Section 6.12          Additional Loan Parties; Additional Security...............................................97
Section 6.13          Interest Rate Protection Agreements.......................................................100
Section 6.14          Project Subsidiaries......................................................................100

                                   ARTICLE VII
                               NEGATIVE COVENANTS

Section 7.01          Limitation on Indebtedness................................................................101
Section 7.02          Restriction on Liens......................................................................104
Section 7.03          Nature of Business........................................................................106
Section 7.04          Consolidation, Merger and Dissolution.....................................................106
Section 7.05          Asset Dispositions........................................................................107
Section 7.06          Investments...............................................................................109
Section 7.07          Restricted Payments, etc..................................................................112
Section 7.08          Prepayments of Indebtedness, etc..........................................................113
Section 7.09          Transactions with Affiliates..............................................................113
Section 7.10          Fiscal Year; Organizational and Other Documents...........................................114
Section 7.11          Restrictions with Respect to Intercorporate Transfers.....................................114
Section 7.12          Limitations on Certain Activities.........................................................115
Section 7.13          Sale and Leaseback Transactions...........................................................115
Section 7.14          Additional Negative Pledges...............................................................115
Section 7.15          Impairment of Security Interests..........................................................116
Section 7.16          Financial Covenants.......................................................................116
Section 7.17          No Other "Designated Senior Debt".........................................................117

                                       ii
</TABLE>

<PAGE>


                                TABLE OF CONTENTS (cont.)

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                  ARTICLE VIII
                                    DEFAULTS

<S>                   <C>                                                                                       <C>
Section 8.01          Events of Default.........................................................................117
Section 8.02          Acceleration; Remedies....................................................................120
Section 8.03          Allocation of Payments After Event of Default.............................................120

                                   ARTICLE IX
                                AGENCY PROVISIONS

Section 9.01          Appointment and Authority.................................................................123
Section 9.02          Rights as a Lender........................................................................123
Section 9.03          Exculpatory Provisions....................................................................123
Section 9.04          Reliance by Administrative Agent..........................................................124
Section 9.05          Delegation of Duties......................................................................124
Section 9.06          Resignation of Administrative Agent.......................................................124
Section 9.07          Non-Reliance on Administrative Agent and Other Lenders....................................125
Section 9.08          No Other Duties, Etc......................................................................125
Section 9.09          Administrative Agent May File Proofs of Claim.............................................125
Section 9.10          Collateral and Guaranty Matters...........................................................126
Section 9.11          Related Obligations.......................................................................126
Section 9.12          Agents' Fees; Joint Lead Arrangers Fees...................................................127

                                    ARTICLE X
                                  MISCELLANEOUS

Section 10.01         Amendments, Etc...........................................................................127
Section 10.02         Notices; Effectiveness; Electronic Communication..........................................129
Section 10.03         No Waiver; Cumulative Remedies............................................................130
Section 10.04         Expenses; Indemnity; Damage Waiver........................................................131
Section 10.05         Payments Set Aside........................................................................132
Section 10.06         Successors and Assigns....................................................................133
Section 10.07         Treatment of Certain Information; Confidentiality.........................................136
Section 10.08         Right of Setoff...........................................................................137
Section 10.09         Interest Rate Limitation..................................................................137
Section 10.10         Counterparts; Integration; Effectiveness..................................................138
Section 10.11         Survival of Representations and Warranties................................................138
Section 10.12         Severability..............................................................................138
Section 10.13         Replacement of Lenders....................................................................138
Section 10.14         Governing Law; Jurisdiction Etc...........................................................139
Section 10.15         Waiver of Jury Trial......................................................................140
Section 10.16         USA Patriot Act Notice; Lenders' Compliance Certification.................................140
Section 10.17         Judgment Currency.........................................................................141
Section 10.18         Conflict..................................................................................142
</TABLE>



                                       iii
<PAGE>

<TABLE>
<CAPTION>

                           Table of Contents (cont.)

<S>                                                                                                            <C>
SCHEDULES:


         Schedule 1.01A        -     Refinanced Agreements
         Schedule 1.01B        -     Identified Capital Expenditures
         Schedule 1.01C        -     Project Subsidiaries
         Schedule 1.01D        -     Scheduled Capital Expenditures
         Schedule 1.01E        -     Synthetic Lease Obligations
         Schedule 2.01               Lenders and Commitments
         Schedule 2.05         -     Existing Letters of Credit
         Schedule 4.01(i)      -     Mortgaged Properties
         Schedule 5.03         -     Required Consents, Authorizations,
                                     Notices and Filings
         Schedule 5.05         -     Certain Liabilities
         Schedule 5.06         -     Litigation
         Schedule 5.12         -     ERISA
         Schedule 5.13         -     Subsidiaries
         Schedule 5.16         -     Compliance with Law
         Schedule 5.17         -     Intellectual Property
         Schedule 5.20         -     Mortgage Recordings
         Schedule 7.01         -     Indebtedness
         Schedule 7.02         -     Existing Liens
         Schedule 7.06         -     Existing Investments
         Schedule 7.09         -     Transactions with Affiliates
         Schedule 10.02              Administrative Agent's Office,
                                     Certain Addresses for Notices

EXHIBITS:

         Exhibit A-1           -     Form of Notice of Borrowing
         Exhibit A-2           -     Form of Notice of Extension/Conversion
         Exhibit A-3           -     Form of Letter of Credit Request
         Exhibit A-4           -     Form of Swing Line Loan Request

         Exhibit B-1           -     Form of Revolving Note
         Exhibit B-2           -     Form of Term B Closing Date Note
         Exhibit B-3           -     Form of Term B Delayed Draw Note
         Exhibit B-4           -     Form of Swing Line Note

         Exhibit C             -     Form of Assignment and Assumption

         Exhibit D                   Form of Compliance Certificate

         Exhibit E             -     Form of Opinion of Special Local Counsel
                                     for the Company and the Other Loan
                                     Parties (Real Property Collateral)

</TABLE>

                                       iv
<PAGE>

                           Table of Contents (cont.)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                            <C>
         Exhibit F             -     Form of Subsidiary Guaranty

         Exhibit G-1           -     Form of Security Agreement
         Exhibit G-2                 Form of Pledge Agreement
         Exhibit G-3           -     Form of Perfection Certificate
         Exhibit G-4           -     Form of Mortgage

                      Exhibit H - Form of Intercompany Note

         Exhibit I             -     Form of Intercompany Note Subordination
                                     Provisions

         Exhibit J             -     Form of Loan Party Accession Agreement

         Exhibit K             -     Form of OFAC/Anti-Terrorism Compliance
                                     Certificate

         Exhibit L             -     Form of Solvency Certificate

</TABLE>

                                        v

<PAGE>



                                CREDIT AGREEMENT


                  This Credit Agreement (this "AGREEMENT") is entered into as of
April 29, 2005 among SYNAGRO  TECHNOLOGIES,  INC., a Delaware  corporation  (the
"COMPANY),  each  lender  from  time to time  party  hereto  (collectively,  the
"LENDERS"   and   individually,   a  "LENDER"),   BANK  OF  AMERICA,   N.A.,  as
Administrative  Agent, Swing Line Lender and L/C Issuer, LEHMAN COMMERCIAL PAPER
INC., as  Syndication  Agent,  and CIBC WORLD MARKETS  CORP.,  as  Documentation
Agent.

                  The  Company  has  requested  the  Lenders to  provide  credit
facilities to the Company in the  aggregate  principal  amount of  $305,000,000,
subject to increase as provided herein,  for the purposes  described herein. The
Lenders are willing to make the  requested  credit  facilities  available on the
terms and  conditions set forth herein.  Accordingly,  in  consideration  of the
mutual covenants and agreements  herein  contained,  the parties hereto covenant
and agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01 DEFINED TERMS. As used in this Agreement, the
following terms shall have the meanings set forth below:


                  "ACCESSION  AGREEMENT" means a Loan Party Accession Agreement,
substantially  in the form of EXHIBIT J hereto,  executed  and  delivered  by an
Additional  Subsidiary  Guarantor  after the  Closing  Date in  accordance  with
SECTION 6.12(A) or (D).

                  "ADDITIONAL COLLATERAL DOCUMENTS" has the meaning specified in
SECTION 6.12(B).

                  "ADDITIONAL  LETTER  OF  CREDIT"  means  any  letter of credit
issued hereunder by a L/C Issuer on or after the Closing Date.

                  "ADDITIONAL  SUBSIDIARY  GUARANTOR"  means  each  Person  that
becomes  a  Subsidiary  Guarantor  after the  Closing  Date by  execution  of an
Accession Agreement as provided in SECTION 6.12.

                  "ADJUSTED  EURODOLLAR RATE" means, for the Interest Period for
each Eurodollar Loan  comprising part of the same Group,  the quotient  obtained
(expressed as a decimal, carried out to five decimal places) by dividing (i) the
applicable  Eurodollar  Rate for such  Interest  Period by (ii)  1.00  minus the
Eurodollar Reserve Percentage.

                  "ADMINISTRATIVE  AGENT"  means Bank of  America,  N.A.  in its
capacity  as  administrative  agent  under  any of the  Loan  Documents,  or any
successor administrative agent.

                  "ADMINISTRATIVE   AGENT'S  OFFICE"  means  the  Administrative
Agent's address and, as appropriate,  account as set forth on SCHEDULE 10.02, or
such other address or account as the Administrative  Agent may from time to time
notify the Company and the Lenders pursuant to SECTION 10.02.

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

<PAGE>

                  "AFFILIATE" means, with respect to any Person,  another Person
that directly, or indirectly through one or more intermediaries,  Controls or is
Controlled by or is under common Control with the Person specified.

                  "AGENT" means the Administrative Agent, the Syndication Agent,
the  Documentation  Agent or the Collateral Agent and any successors and assigns
in such capacity, and "AGENTS" means any two or more of them.

                  "AGGREGATE  COMMITMENTS"  means  the  Commitments  of all  the
Lenders.

                  "AGREEMENT" means this Credit Agreement, as amended,  modified
or supplemented from time to time.

                  "APPLICABLE  MARGIN" means,  (i) with respect to Term B Loans,
2.25% per annum for  Eurodollar  Loans and 1.25% per annum for Base Rate  Loans,
and (ii) for purposes of calculating  (A) the  applicable  interest rate for any
day for any Revolving Loan or any Swing Line Loan,  (B) the  applicable  rate of
the Revolving  Commitment Fee for any day for purposes of SECTION 2.11(A) or (C)
the  applicable  rate of the  Letter of Credit Fee for any day for  purposes  of
SECTION 2.11(B)(I),  the applicable  percentage set forth below corresponding to
the Leverage Ratio as of the most recent Calculation Date:

<TABLE>
<CAPTION>

       =========== ==================== ================ =============== ================ ================
                                          Applicable       Applicable
                                            Margin           Margin        Applicable
                                              for           for Base         Margin
       Pricing          Leverage          Eurodollar          Rate        for Revolving      Letter of
         Level            Ratio              Loans           Loans       Commitment Fees    Credit Fee
       ----------- -------------------- ---------------- --------------- ---------------- ----------------
<S>                 <C>                  <C>             <C>              <C>              <C>
           I       => 4.00 to 1.0            2.75%           1.75%            .500%            2.75%
       ----------- -------------------- ---------------- --------------- ---------------- ----------------
           II      < 4.00 to 1.0 but         2.50%           1.50%            .500%            2.50%
                   => 3.25 to 1.0
       ----------- -------------------- ---------------- --------------- ---------------- ----------------
          III      < 3.25 to 1.0 but         2.25%           1.25%            .500%            2.25%
                   => 2.75 to 1.0
       ----------- -------------------- ---------------- --------------- ---------------- ----------------
           IV      < 2.75 to 1.0 but         2.00%           1.00%            .500%            2.00%
                   => 2.25 to 1.0
       ----------- -------------------- ---------------- --------------- ---------------- ----------------
           V       < 2.25 to 1.0             1.75%           0.75%            .375%            1.75%
       =========== ==================== ================ =============== ================ ================
</TABLE>

Each  Applicable  Margin shall be determined and adjusted  quarterly on the date
(each a  "CALCULATION  DATE") five Business Days after the earlier of the actual
delivery date by which the Company  provides,  or the required  delivery date by
which the Company is required to provide, the consolidated financial information
required  by  SECTION  6.01(A)  or  (B),  as  applicable,   and  the  Compliance
Certificate  required by SECTION  6.02(A) for the fiscal  quarter or year of the
Company most recently ended prior to the Calculation  Date;  PROVIDED,  HOWEVER,
that: (i) each initial  Applicable  Margin shall be based on Pricing Level I (as
shown  above) and shall  remain at Pricing  Level I until the first  Calculation
Date  occurring  after the end of the first full  fiscal  quarter of the Company
subsequent to the Closing Date and, thereafter,  each Applicable Margin shall be
based on the Pricing Level (as shown above)  corresponding to the Leverage Ratio
as of the last day of the most  recently  ended  fiscal  quarter  or year of the
Company preceding the applicable Calculation Date; and (ii) if the Company fails
to provide the consolidated financial information required by SECTION 6.01(A) or
(B), as applicable,  or the Compliance  Certificate  required by SECTION 6.02(A)
for the most recently ended fiscal quarter or year of the Company  preceding any
applicable  Calculation  Date, each Applicable Margin from such Calculation Date
shall be based on  Pricing  Level I (as  shown  above)  until  such time as such
consolidated  financial  information and an appropriate officer's certificate is
provided,  whereupon each Applicable  Margin shall be based on the Pricing Level
(as shown above)  corresponding  to the Leverage Ratio as of the last day of the
most  recently  ended  fiscal  quarter  or year of the  Company  preceding  such
Calculation Date. Each Applicable Margin shall be effective from one Calculation
Date until the next Calculation  Date. Any adjustment in the Applicable  Margins
shall be  applicable  to all  Loans  and  Letters  of Credit  then  existing  or
subsequently made or issued.


                                      -2-
<PAGE>

                  "APPLICABLE  PERCENTAGE"  means (i) with  respect  to Loans or
Commitments  of one Class of any Lender at any time,  its  Revolving  Commitment
Percentage,  Term B Closing Date  Commitment  Percentage  or Term B Delayed Draw
Commitment  Percentage,  as  applicable,  or (ii) with  respect  to the Loans or
Commitments of all Classes of a Lender at any time, the percentage  (carried out
to the ninth decimal  place) of the Aggregate  Commitments  represented  by such
Lender's  Commitments  of all Classes at such time. If the  Commitments  of each
Lender  have  been  terminated  pursuant  to  SECTION  8.02 or if the  Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined  based on the  Applicable  Percentage of such Lender most recently in
effect,  giving effect to any  subsequent  assignments.  The initial  Applicable
Percentage  of each  Lender  of each  Class  and for all  Classes  is set  forth
opposite the name of such Lender on SCHEDULE  2.01 opposite the  Commitments  of
the applicable Class or under the caption "Aggregate Commitment Percentage",  as
applicable,  or in the Assignment  and Assumption  pursuant to which such Lender
becomes a party hereto, as applicable.

                  "APPLICABLE  PREPAYMENT  PERCENTAGE" means at any date (i) 75%
if the Leverage  Ratio as of the last day of the most recent  fiscal year of the
Company  equals or exceeds 3.50 to 1.0, (ii) 50% if such Leverage  Ratio is less
than 3.50 to 1.0 but equals or exceeds 3.00 to 1.0,  (iii) 25% if such  Leverage
Ratio is less than 3.00 to 1.0 but equals or exceeds  2.50 to 1.0 and (iv) 0% if
such Leverage Ratio is less than 2.50 to 1.0.

                  "APPROVED FUND" means with respect to any Lender any Fund that
is administered or managed by (i) a Lender,  (ii) an Affiliate of such Lender or
(iii) an entity that administers or manages such Lender.

                  "ASSET   DISPOSITION"   means   any   sale,   (including   any
Sale/Leaseback Transaction, whether or not involving a Capital Lease), lease (as
lessor),  transfer or other disposition (including any such transaction effected
by way of merger or consolidation and including any sale or other disposition by
any Group Company of Equity Interests of a Subsidiary, but excluding any sale or
other  disposition by way of Casualty or  Condemnation)  by any Group Company of
any asset.  For avoidance of doubt,  an Equity  Issuance by any Person shall not
constitute an Asset Disposition by that Person.

                  "ASSIGNEE GROUP" means two or more Eligible Assignees that are
Affiliates  of one  another or two or more  Approved  Funds  managed by the same
investment advisor.

                  "ASSIGNMENT AND ASSUMPTION" means an assignment and assumption
entered into by a Lender and an Eligible Assignee (with the consent of any party
whose   consent  is  required  by  SECTION   10.06(B),   and   accepted  by  the
Administrative  Agent, in  substantially  in the form of EXHIBIT C hereto or any
other form approved by the Administrative Agent.

                  "ATTRIBUTABLE INDEBTEDNESS" means, at any date, (i) in respect
of any Capital Lease of any Person,  the  capitalized  amount thereof that would
appear on a balance sheet of such Person  prepared as of such date in accordance
with GAAP and (ii) in respect of any Synthetic  Lease  Obligation of any Person,
except those leases set forth on SCHEDULE  1.01E,  the  capitalized or principal
amount of the  remaining  lease  payments  under the  relevant  lease that would
appear on a balance sheet of such Person  prepared as of such date in accordance
with  GAAP if such  lease or other  agreement  were  accounted  for as a Capital
Lease.

                  "AUDITED FINANCIAL  STATEMENTS" means the audited consolidated
balance sheet of the Company and its  Consolidated  Subsidiaries  for the fiscal
year ended  December  31,  2004,  and the  related  consolidated  statements  of
operations,  stockholders'  equity  and cash flows for such  fiscal  year of the
Company and its Consolidated Subsidiaries, including the notes thereto.


                                      -3-
<PAGE>

                  "AUTO-EXTENSION LETTER OF CREDIT" has the meaning specified in
SECTION 2.05(D).

                  "AVAILABLE  CASH"  means,  for any  Reference  Period  for the
Company  and its  Subsidiaries  (determined  on a  consolidated  basis,  without
duplication for such Reference Period), the sum (which may be negative) of:

                  (i) Consolidated EBITDA for such Reference Period; PLUS

                                    (ii)  to  the   extent   not   included   in
                  Consolidated EBITDA for such Reference Period and not required
                  to be utilized in connection with a repayment or prepayment of
                  the Loans made or to be made pursuant to SECTION  2.09(B)(II),
                  all cash gains  attributable to Asset  Dispositions out of the
                  ordinary  course of  business,  if any, of the Company and its
                  Consolidated Subsidiaries during such period; PLUS

                                    (iii)  to  the   extent  not   included   in
                  determining Consolidated EBITDA for such Reference Period, (A)
                  the cash  amount  realized  in  respect  of  extraordinary  or
                  non-recurring  gains during such Reference Period and (B) cash
                  received  during such Reference  Period on account of non-cash
                  gains or non-cash income excluded from Consolidated  EBITDA in
                  any period prior to such Reference Period; MINUS

                                    (iv)   the   aggregate    amount    (without
                  duplication)  of: (A) Cash Interest Expense for such Reference
                  Period  (excluding  that  portion of the Project  Non-Recourse
                  Debt   Service   Amount  for  such  period   attributable   to
                  Consolidated  Interest  Expense);  (B) Consolidated  Scheduled
                  Debt Payments  made during such  Reference  Period  (excluding
                  that portion of the Project  Non-Recourse  Debt Service Amount
                  for such period  attributable  to  scheduled  amortization  of
                  indebtedness);   (C)  voluntary  prepayments  of  Consolidated
                  Funded Indebtedness during such period; PROVIDED that (x) such
                  prepayments are otherwise  permitted hereunder and (y) if such
                  Indebtedness  consists  of a  revolving  line of  credit,  the
                  commitments under such line of credit are permanently  reduced
                  by the amount of such prepayment; (D) mandatory prepayments of
                  the Loans made  pursuant  to SECTION  2.09(B)(IV)  during such
                  Reference  Period  and  mandatory  prepayments  of  all  other
                  Consolidated  Funded Indebtedness during such Reference Period
                  (other than mandatory prepayments from or with the proceeds of
                  any Qualifying  Equity Issuance,  Debt Issuance  (exclusive of
                  Revolving  Loans),  Asset  Disposition  not  included  in  the
                  determination  of  Consolidated  Net Income for the applicable
                  period  (except  to the  extent  that  any gain  therefrom  is
                  included pursuant to CLAUSE (II) above in the determination of
                  Available Cash for such Reference  Period) or Casualty Event);
                  (E)  Consolidated   Capital   Expenditures  made  during  such
                  Reference  Period  (excluding (x) any to the extent  financed,
                  directly or  indirectly,  with the proceeds of any  Qualifying
                  Equity Issuance, Debt Issuance (exclusive of Revolving Loans),
                  Asset   Disposition  not  included  in  the  determination  of
                  Consolidated  Net Income for the applicable  period (except to
                  the extent that any gain  therefrom  is  included  pursuant to
                  CLAUSE (II) above in the  determination  of Available Cash for
                  such  Reference  Period) or Casualty  Event and (y)  Scheduled
                  Capital  Expenditures);  (F)  Taxes  paid  in  cash  for  such
                  Reference  Period;  (G) cash  payments  during such  Reference
                  Period for Permitted Business  Acquisitions  (excluding any to
                  the extent  financed,  directly  or  indirectly,  with (x) the
                  proceeds of any  Qualifying  Equity  Issuance,  Debt  Issuance
                  (exclusive  of  Revolving  Loans)  or  Asset  Disposition  not
                  included in the  determination  of Consolidated Net Income for
                  the  applicable  period  (except to the  extent  that any gain
                  therefrom  is  included  pursuant  to CLAUSE (II) above in the
                  determination of Available Cash for such Reference  Period) or
                  (y) Cumulative Distributable Cash not used to pay dividends on
                  capital stock under SECTION  7.07(III))  and (H) cash payments
                  during  such  Reference  Period for  Investments  (other  than
                  Exempt Investments); MINUS


                                      -4-
<PAGE>

                                    (v)   all   cash   extraordinary   or   cash
                  non-recurring  losses,  if any,  during such Reference  Period
                  (whether or not accrued in such period); MINUS

                                    (vi)  without   duplication  of  any  amount
                  deducted under CLAUSE (V) of the  definition of  "Consolidated
                  EBITDA",  all  payments  made in cash  during  such  Reference
                  Period on  account  of  non-cash  losses or  non-cash  charges
                  expensed during or prior to such Reference Period; MINUS

                                    (vii) cash  earn-out  payments  during  such
                  Reference  Period to sellers of assets  acquired in  Permitted
                  Business Acquisitions.

                  "AVAILABLE  EQUITY ISSUANCE  AMOUNT" means at any date the Net
Cash Proceeds of one or more Qualifying  Equity  Issuances  occurring during the
period  from but not  including  the Closing  Date to the date of  determination
remaining  after the aggregate  amount of such Net Cash Proceeds which have been
applied  for  any  purpose  specified  in  CLAUSE  (II)  of  the  definition  of
"Qualifying Equity Issuance".

                  "AVAILABILITY  PERIOD" means the period from and including the
Closing Date to the earliest of (i) the  Revolving  Termination  Date,  (ii) the
date of the  termination of the  Commitments  pursuant to SECTION 2.10 and (iii)
the date of  termination  of the  commitment of each Lender to make Loans and of
the  obligation  of the L/C Issuer to make L/C  Credit  Extensions  pursuant  to
SECTION 8.02(A).

                  "BANK OF  AMERICA"  means Bank of  America,  N.A.,  a national
banking association, and its successors.

                  "BANK  SECRECY  ACT"  means the  Financial  Recordkeeping  and
Reporting of Currency and Foreign  Transactions Act of 1970, 31 U.S.C.  1051, et
seq., as the same may be amended, supplemented,  modified, replaced or otherwise
in effect from time to time.

                  "BASE RATE" means,  for any day, a fluctuating  rate per annum
equal to the  higher of (i) the  Federal  Funds Rate plus 1/2 of 1% and (ii) the
rate of interest in effect for such day as publicly  announced from time to time
by Bank of America as its "prime  rate".  The "prime rate" is a rate set by Bank
of America  based upon various  factors  including  Bank of America's  costs and
desired return,  general economic conditions and other factors, and is used as a
reference  point for pricing some loans,  which may be priced at, above or below
such announced  rate. Any change in such rate announced by Bank of America shall
take  effect at the  opening  of  business  on the day  specified  in the public
announcement of such change.

                  "BASE RATE LOAN" means a Loan that bears interest based on the
Base Rate.

                  "BORROWING" has the meaning specified in SECTION 1.07.

                  "BUSINESS ACQUISITION" means the acquisition by the Company or
one or more of its Subsidiaries of all (other than Nominal Shares) of the Equity
Interests of, or all (or any division,  line of business or any substantial part
for which audited financial statements or other financial information reasonably
satisfactory to the  Administrative  Agent is available) or substantially all of
the assets or property of, another Person.

                  "BUSINESS DAY" means any day other than a Saturday,  Sunday or
other day on which  commercial  banks are authorized to close under the Laws of,
or are in fact closed in, the state where the  Administrative  Agent's Office or
the Company's  chief executive  office is located,  except that (i) when used in
SECTION  2.05 with  respect  to any action  taken by or with  respect to any L/C
Issuer,  the term "BUSINESS  DAY" shall not include any day on which  commercial
banks are  authorized  to close under the Laws of, or are in fact closed in, the
jurisdiction where such L/C Issuer's Lending Office is located, and (ii) if such
day  relates to a  borrowing  of, a payment or  prepayment  of  principal  of or
interest on, or the Interest  Period for, a Eurodollar  Loan, or a notice by the
Company  with respect to any such  borrowing,  payment,  prepayment  or Interest
Period,  such day shall also be a day on which  dealings in Dollar  deposits are
conducted by and between banks in the London interbank eurodollar market.

                                      -5-
<PAGE>


                  "CAPITAL  LEASE"  of any  Person  means any lease of (or other
arrangement  conveying the right to use)  property  (whether  real,  personal or
mixed) by such  Person as lessee  which  would,  in  accordance  with  GAAP,  be
required to be  accounted  for as a capital  lease on the balance  sheet of such
Person.

                  "CAPITAL LEASE OBLIGATIONS" means, with respect to any Person,
all  obligations  of such Person as lessee under  Capital  Leases,  in each case
taken at the amount  thereof  accounted for as  liabilities  in accordance  with
GAAP.

                  "CASH  COLLATERALIZE"  means to  pledge  and  deposit  with or
deliver to the  Collateral  Agent,  for the  benefit of the L/C  Issuers and the
Revolving Lenders, as collateral for the L/C Obligations, cash, Cash Equivalents
or deposit balances  pursuant to documentation in form and substance  reasonably
satisfactory to the Administrative Agent and the L/C Issuers.

                  "CASH EQUIVALENTS" means, at any time:

                                    (i) any evidence of debt,  maturing not more
                  than one year  after such time,  issued or  guaranteed  by the
                  United States of America or any agency thereof;

                                    (ii)  commercial  paper,  maturing  not more
                  than one year from the date of issue,  or demand  notes issued
                  by any domestic  corporation  not an Affiliate of the Company,
                  in  each  case  (unless  issued  by a  Lender  of its  holding
                  company) rated at least A-1 by S&P or P-1 by Moody's;

                                    (iii) any  certificate  of deposit  (or time
                  deposits   represented   by  such   certificate  of  deposit),
                  eurodollar time deposit or bankers'  acceptance,  maturing not
                  more than one year after such time, or overnight Federal funds
                  transactions  with a member of the Federal Reserve System that
                  are issued or sold by a commercial banking institution that is
                  organized  under  the Laws of the  United  States,  any  State
                  thereof or the District of  Columbia,  any foreign bank or its
                  branches  or  agencies  (fully   protected   against  currency
                  fluctuations)  and has a  combined  capital  and  surplus  and
                  undivided profits of not less than $500,000,000;

                                    (iv) any repurchase  agreement  entered into
                  with any Lender (or other  commercial  banking  institution of
                  the stature  referred to in CLAUSE  (III)  above) which (A) is
                  secured  by  a  fully  perfected   security  interest  in  any
                  obligation of the type described in any of CLAUSES (I) through
                  (III)  above  and (B) has a  market  value  at the  time  such
                  repurchase  agreement is entered into of not less than 100% of
                  the repurchase  obligation of such Lender (or other commercial
                  banking institution) thereunder;

                                    (v)   investments   in   short-term    asset
                  management accounts offered by any Lender (or other commercial
                  banking institution of the stature referred to in clause (iii)
                  above)  for  the  purpose  of   investing   in  loans  to  any
                  corporation  (other  than the Company or an  Affiliate  of the
                  Company), state or municipality,  in each case organized under
                  the laws of any state of the United  States or of the District
                  of Columbia; and


                                      -6-
<PAGE>

                                    (vi)  shares of any money  market  fund that
                  (A) has 95% of its assets  invested  continuously in the types
                  of  investments  referred  to in clause (i) through (v) above,
                  (B) has net assets in excess of  $500,000  and (C) is rated at
                  least "A-1" by S&P or "P-1" by Moody's.

                  "CASH INTEREST EXPENSE" means, for any period, for the Company
and its Subsidiaries  determined on a consolidated basis without  duplication in
accordance with GAAP, the excess of (i) Consolidated Interest Expense minus (ii)
in  each  case to the  extent  included  in the  determination  of  Consolidated
Interest  Expense  for  such  period,  all  non-cash  amounts   attributable  to
amortization  of  financing  costs  paid  in  such  period  (including  deferred
Transaction  Expenses and other non-cash  interest expense,  including,  without
limitation,  the  amount of debt  discount  and debt  issuance  cost  amortized,
charges  relating to write-ups or  write-downs  in the book or carrying value of
existing Funded  Indebtedness,  interest payable in evidences of Indebtedness or
by addition to the principal of the related  Indebtedness) or to amortization of
debt discounts or accrued interest payable in kind for such period.

                  "CASH MANAGEMENT  OBLIGATION" means, as applied to any Person,
any direct or indirect  liability,  contingent or  otherwise,  of such Person in
respect of treasury  management  services to, for the benefit of or otherwise in
respect of any Person (including intraday credit, Automated Clearing House (ACH)
services,  foreign  exchange  services,  daylight  overdrafts  and zero  balance
arrangements)  provided by any Lender or its Affiliates,  including  obligations
for the payment of agreed interest and reasonable,  fees, charges,  expenses and
disbursements in connection therewith.

                  "CASUALTY"  means any casualty,  damage,  destruction or other
similar loss with respect to real or personal property or improvements.

                  "CASUALTY   INSURANCE   POLICY"  means  any  insurance  policy
maintained by any Group Company covering losses with respect to Casualties.

                  "CHANGE IN LAW" means the  occurrence,  after the date of this
Agreement,  of any of the  following:  (i) the adoption or taking  effect of any
law, rule, regulation or treaty; (ii) any change in any law, rule, regulation or
treaty or in the  administration,  interpretation or application  thereof by any
Governmental  Authority;  or  (iii)  the  making  or  issuance  of any  request,
guideline  or  directive  (whether  or not  having  the  force  of  law)  by any
Governmental Authority.

                  "CHANGE OF CONTROL" means (i) any "person" or "group"  (within
the meaning of Section  13(d) or 14(d) of the Exchange  Act) other than a member
of the  Sponsor  Group has become the  "beneficial  owner" (as  defined in Rules
13d-3 and 13d-5 under the Exchange Act,  except that a Person shall be deemed to
have "beneficial ownership" of all securities that any such Person has the right
to acquire,  whether  such right is  exercisable  immediately  or only after the
passage of time,  but  excluding  any pledgee of pledged  shares so long as such
pledgee  has  not  foreclosed  on  such  pledged  shares),  by  way  of  merger,
consolidation  or otherwise,  of more than the greater of (x) 35% or more of the
Voting Securities of the Company on a fully-diluted basis after giving effect to
the conversion and exercise of all outstanding  Equity  Equivalents  (whether or
not such securities are then currently  convertible or exercisable but solely to
the extent  freely  exercisable)  or (y) the Voting  Securities  of the  Company
(determined as set forth in CLAUSE (X) above) owned, directly or indirectly,  by
the Sponsor Group or (ii) the  occupation of a majority of the seats (other than
vacant  seats) on the Board of  Directors of the Company by Persons who were not
(A)  nominated  by at least a majority of the Board of Directors of the Company,
(B)  appointed by directors so nominated or (C)  designated  or nominated by the
Sponsor Group.

                  "CLASS" has the meaning specified in SECTION 1.07.

                                      -7-
<PAGE>

                  "CLOSING  DATE"  means the date when  this  Agreement  becomes
effective and the first Credit Extension occurs in accordance with SECTIONS 4.01
and 4.02.

                  "CODE"  means the Internal  Revenue Code of 1986,  as amended,
and the rules and regulations promulgated thereunder.

                  "COLLATERAL"  means all of the property which is subject or is
purported to be subject to the Liens granted by the Collateral Documents.

                  "COLLATERAL  AGENT"  means  Bank  of  America,  N.A.,  in  its
capacity  as  collateral  agent for the  Finance  Parties  under the  Collateral
Documents, and its successor or successors in such capacity.

                  "COLLATERAL  DOCUMENTS"  means,  collectively,   the  Security
Agreement, the Pledge Agreement, the Depositary Bank Agreements,  each Mortgage,
any  Additional   Collateral   Documents,   any  additional  pledges,   security
agreements,  patent,  trademark or copyright filings or mortgages required to be
delivered  pursuant to the Finance  Documents and any instruments of assignment,
control agreements,  lockbox letters or other instruments or agreements executed
pursuant to the foregoing.

                  "COMMITMENT"  means  (i)  with  respect  to each  Lender,  its
Revolving Commitment,  Term B Closing Date Commitment and/or Term B Delayed Draw
Commitment,  as and to the  extent  applicable,  (ii) with  respect  to each L/C
Issuer,  its L/C Commitment and (iii) with respect to the Swing Line Lender, the
Swing  Line  Commitment,  in each case as set forth on  SCHEDULE  2.01 or in the
applicable  Assignment  and  Assumption  pursuant to which such Lender becomes a
party hereto,  as applicable,  as its Commitment of the applicable Class, as any
such amount may be adjusted from time to time in accordance with this Agreement.

                  "COMMITMENT   FEES"  has  the  meaning  specified  in  SECTION
2.11(A).

                  "COMPANY"  means  Synagro   Technologies,   Inc.,  a  Delaware
corporation, and its successors.

                  "COMPLIANCE CERTIFICATE" means a certificate  substantially in
the form of EXHIBIT D hereto.

                  "CONDEMNATION" means any taking by a Governmental Authority of
property  or assets,  or any part  thereof or  interest  therein,  for public or
quasi-public  use under the power of  eminent  domain,  by reason of any  public
improvement or condemnation or in any other manner.

                  "CONDEMNATION AWARD" means all proceeds of any Condemnation or
transfer in lieu thereof.

                  "CONSOLIDATED  ADJUSTED WORKING CAPITAL" means at any date the
excess of (i) Consolidated  Current Assets  (excluding cash and Cash Equivalents
classified  as such in  accordance  with  GAAP) over (ii)  Consolidated  Current
Liabilities   (excluding  the  current  portion  of  any   Consolidated   Funded
Indebtedness).

                  "CONSOLIDATED  CAPITAL  EXPENDITURES" means for any period the
aggregate   amount  of  all   expenditures   (whether  paid  in  cash  or  other
consideration or accrued as a liability) that would, in accordance with GAAP, be
included  as  additions  to  property,  plant and  equipment  and other  capital
expenditures of the Company and its  Consolidated  Subsidiaries for such period,
excluding interest capitalized during construction,  as the same are or would be
set forth in a  consolidated  statement  of cash  flows of the  Company  and its
Consolidated Subsidiaries for such period (including the amount of assets leased
under any Capital Lease), but excluding (to the extent that they would otherwise
be included) (i) any such  expenditures  made for the replacement or restoration
of  assets  to  the  extent  paid  for  by  any  Casualty  Insurance  Policy  or
Condemnation  Award  with  respect  to the asset or  assets  being  replaced  or
restored to the extent such  expenditures are permitted under the Loan Documents
and (ii) Interim Purchase Transactions.


                                      -8-
<PAGE>

                  "CONSOLIDATED   CURRENT   ASSETS"   means   at  any  date  the
consolidated  current  assets of the Company and its  Consolidated  Subsidiaries
determined as of such date.

                  "CONSOLIDATED  CURRENT  LIABILITIES"  means  at any  date  the
consolidated   current   liabilities   of  the  Company  and  its   Consolidated
Subsidiaries determined as of such date.

                  "CONSOLIDATED EBITDA" means for any period the sum of:

                                    (i) Consolidated Net Income for such period;
                  PLUS

                                    (ii) to the extent not otherwise included in
                  the  determination of Consolidated Net Income for such period,
                  all proceeds of business  interruption  insurance policies, if
                  any,  received by the Company or any  Consolidated  Subsidiary
                  during such period; PLUS

                                    (iii)  without  duplication,  those  amounts
                  which, in the  determination  of  Consolidated  Net Income for
                  such period, have been deducted for (A) Consolidated  Interest
                  Expense,  (B) lease  expense  in respect  of  Synthetic  Lease
                  Obligations and Sale/Leaseback  Transactions  accounted for as
                  Operating  Leases  under GAAP,  (C)  provisions  for  Federal,
                  state,  local and  foreign  income,  value  added and  similar
                  Taxes,  (D)  depreciation,  amortization  (including,  without
                  limitation,  amortization  of  goodwill  and other  intangible
                  assets),  impairment of goodwill and other non-cash charges or
                  expenses (excluding any such non-cash charge or expense to the
                  extent  that it  represents  amortization  of a  prepaid  cash
                  expense  that  was  paid in a prior  period),  (E)  unrealized
                  losses on financial derivatives  recognized in accordance with
                  SFAS No. 133,  (F)  non-cash  compensation  expense,  or other
                  non-cash  expenses or charges,  arising  from the  granting of
                  stock options,  the granting of stock appreciation  rights and
                  similar  arrangements  (including any strike price  reductions
                  for  dividends  paid,  repricing,   amendment,   modification,
                  substitution  or  change  of  any  such  stock  option,  stock
                  appreciation  rights or similar  arrangements),  (G) one-time,
                  non-cash,  purchase accounting adjustments,  (H) any financial
                  advisory fees,  accounting  fees, legal fees and other similar
                  advisory  and  consulting   fees  and  related   out-of-pocket
                  expenses  of the Company  and its  Subsidiaries  incurred as a
                  result of the Transaction (including the write-off of previous
                  debt and  equity  issuance  costs),  (I) the amount of (x) any
                  expense to the extent that a corresponding  amount is received
                  in  cash by a Group  Company  from a  Person  other  than  the
                  Company or any  Subsidiary  of the Company under any agreement
                  providing  for  reimbursement  of  such  expense  or  (y)  any
                  expenses  with  respect  to  liability  or  casualty   events,
                  business  interruption  or  product  recalls,  to  the  extent
                  covered by insurance (it being  understood  that if the amount
                  received  in cash  under  any  such  agreement  in any  period
                  exceeds  the amount of expense  paid  during  such period such
                  excess  amounts  received  may be carried  forward and applied
                  against  expenses in future periods),  (J) financial  advisory
                  fees,  accounting  fees, legal fees and other similar advisory
                  and consulting fees and related out-of-pocket  expenses of the
                  Company and its Consolidated Subsidiaries incurred as a result
                  of Permitted  Business  Acquisitions after the Closing Date to
                  the extent not exceeding  $10,000,000 in the aggregate  during
                  such period,  (K)  non-recurring  cash charges  resulting from
                  severance,  integration and other adjustments made as a result
                  of Permitted Business Acquisitions,  PROVIDED that the amounts
                  referred  to in this  CLAUSE (K)  reported  in any fiscal year
                  ending after  December  31, 2004 shall not, in the  aggregate,
                  exceed  $5,000,000  and  (L)  extraordinary  or  non-recurring
                  losses   (including   those  arising  from   permitted   Asset
                  Dispositions  (other  than  sales in the  ordinary  course  of
                  business) and Casualties); MINUS


                                      -9-
<PAGE>

                                    (iv) without duplication,  any amount which,
                  in the  determination  of  Consolidated  Net  Income  for such
                  period,  has been  included  for or in respect of (A) interest
                  income,  if any,  exceeding the amount of offsetting  interest
                  expense in the determination of Consolidated  Interest Expense
                  for such period, (B) unrealized gains on financial derivatives
                  recognized in accordance with SFAS No. 133, (C)  extraordinary
                  or nonrecurring  gains (including those arising from permitted
                  Asset Dispositions (other than sales in the ordinary course of
                  business)  and  Casualties)  and (D) any  non-cash  income  or
                  non-cash  gains,  all as determined  in accordance  with GAAP;
                  MINUS

                                    (v) the  aggregate  amount of cash  payments
                  made during such  period in respect of any  non-cash  accrual,
                  reserve or other  non-cash  charge or expense  recognized in a
                  prior   period  in  respect  of  cash   charges  or   expenses
                  anticipated  at the time in respect of a future  period  which
                  were   added  to   Consolidated   Net   Income  to   determine
                  Consolidated  EBITDA  for such  prior  period and which do not
                  otherwise  reduce  Consolidated  Net  Income  for the  current
                  period; MINUS

                                    (vi) the Project  Non-Recourse  Debt Service
                  Amount.

For  purposes  of  calculating  Consolidated  EBITDA  for  any  period  of  four
consecutive   fiscal   quarters   (each,  a  "TEST  PERIOD")   pursuant  to  any
determination  of the Leverage Ratio,  the Interest  Coverage Ratio or the Fixed
Charge  Coverage  Ratio, if during such Test Period (or in the case of pro-forma
calculations,  during  the period  from the last day of such Test  Period to and
including the date as of which such calculation is made) any Group Company shall
have made an Asset Disposition or a Permitted Business Acquisition, Consolidated
EBITDA for such Test Period shall be calculated after giving effect thereto on a
Pro-Forma  Basis,  giving  effect  to  projected  or  anticipated  cost  savings
permitted  or required by  Regulations  S-K or S-X under the  Securities  Act or
otherwise agreed to by the Administrative Agent in its reasonable discretion.

                  "CONSOLIDATED FIXED CHARGES" means, for any period, the sum of
(i) Cash Interest  Expense plus (ii)  Consolidated  Scheduled  Debt Payments for
such period,  in each case excluding that  attributable to Project  Non-Recourse
Debt.

                  "CONSOLIDATED  FUNDED  INDEBTEDNESS"  means  at any  date  the
Funded Indebtedness of the Company and its Consolidated  Subsidiaries as of such
date, determined on a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED INDEBTEDNESS" means at any date the Indebtedness
of the Company and its Consolidated  Subsidiaries,  determined on a consolidated
basis as of such date.

                  "CONSOLIDATED  INTEREST  EXPENSE" means,  for any period,  the
total interest expense,  whether paid or accrued and whether or not capitalized,
(including, without limitation, amortization of debt issuance costs and original
issue discount,  interest  capitalized  during  construction,  non-cash interest
payments,  the  interest  component  of any deferred  payment  obligations,  the
interest component of all payments under Capital Leases and the implied interest
component of Synthetic Leases  (regardless of whether  accounted for as interest
expense under GAAP), all commissions,  discounts and other fees and charges owed
with  respect  to  letters  of credit  and  bankers'  acceptances  and net costs
(included  in  interest  expense)  in respect of Swap  Obligations  constituting
interest rate swaps,  collars,  caps or other  arrangements  requiring  payments
contingent   upon   interest   rates  of  the  Company   and  its   Consolidated
Subsidiaries), net of interest income, in each case determined on a consolidated
basis for such period;  PROVIDED  that any interest on  Indebtedness  of another
Person that is guaranteed by the Company or any of its Consolidated Subsidiaries
or  secured  by (or for which the holder of such  Indebtedness  has an  existing
right,  contingent or otherwise,  to be secured by) a Lien on, or payable out of
the proceeds of the sale of or production from,  assets of the Company or any of
its Consolidated  Subsidiaries  (whether or not such guarantee or Lien is called
upon) shall be included.

                  "CONSOLIDATED  NET  INCOME"  means,  for any  period,  the net
income (or net loss)  after  taxes and before  dividends  of the Company and its
Consolidated Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP; PROVIDED that there shall be excluded from the calculation
of  Consolidated  Net  Income for any period (i) the income (or loss) of (A) any
Project  Subsidiary and (B) any Person in which any other Person (other than the
Company  or  any  of  its  Wholly-Owned  Subsidiaries  which  is  not a  Project
Subsidiary) has an ownership interest,  except to the extent in the case of each
of CLAUSES (A) and (B) that dividends or  distributions on capital stock of such
Project  Subsidiary or other Person are declared and made to the Company or such
Wholly-Owned Subsidiary which is not a Project Subsidiary during such period for
the amount of such Project Subsidiary's or other Person's accrued net income (or
net loss) (as evidenced by a copy of the resolutions  attached to the Compliance
Certificate  delivered with the financial statements for such period pursuant to
SECTION 6.02), (ii) the income (or loss) of any Person accrued prior to the date
it becomes a Consolidated Subsidiary of the Company or is merged with or into or
consolidated  with the Company or any of its  Consolidated  Subsidiaries or that
Person's  assets  are  acquired  by the  Company  or  any  of  its  Consolidated
Subsidiaries, except as provided in the definitions of "CONSOLIDATED EBITDA" and
"PRO-FORMA  BASIS" herein and (iii) the income of any  Subsidiary of the Company
to  the  extent  that  the  declaration  or  payment  of  dividends  or  similar
distributions  by that Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any  agreement,  instrument,  judgment,
decree,  order,  statute,  rule or  governmental  regulation  applicable to that
Subsidiary.

                                      -10-
<PAGE>

                  "CONSOLIDATED  SCHEDULED DEBT PAYMENTS" means, for any period,
the sum of all  regularly  scheduled  payments of principal on the Loans and all
other Consolidated  Funded  Indebtedness  (including,  without  limitation,  the
principal  component of Capital Lease  Obligations,  Purchase Money Indebtedness
and  Synthetic  Lease  Obligations  (regardless  of  whether  accounted  for  as
indebtedness  under GAAP) paid or payable  during such  period),  but  excluding
payments  due on  Revolving  Loans and Swing  Line  Loans  during  such  period;
PROVIDED  that  Consolidated  Scheduled  Debt  Payments for any period shall not
include voluntary  prepayments of Consolidated  Funded  Indebtedness,  mandatory
prepayments  of the Term Loans  pursuant to SECTION  2.09(B) or other  mandatory
prepayments  (other than by virtue of scheduled  amortization)  of  Consolidated
Funded Indebtedness (but Consolidated Scheduled Debt Payments for a period shall
be adjusted to reflect the effect on scheduled  payments of  principal  for such
period of the application of any prepayments of Consolidated Funded Indebtedness
during or preceding such period).

                  "CONSOLIDATED  SUBSIDIARY" means with respect to any Person at
any  date  any  Subsidiary  of such  Person  the  accounts  of  which  would  be
consolidated with those of such Person in its consolidated  financial statements
if such statements were prepared as of such date in accordance with GAAP.

                  "CONTRACTUAL   OBLIGATION"   means,  as  to  any  Person,  any
provision of any security issued by such Person or of any agreement,  instrument
or other  undertaking  to which such  Person is a party or by which it or any of
its property is bound.

                  "CONTROL" means the possession, directly or indirectly, of the
power to  direct or cause the  direction  of the  management  or  policies  of a
Person,  whether  through the ability to exercise  voting power,  by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.



                                      -11-
<PAGE>

                  "CREDIT   EXTENSION"  means  a  Borrowing  or  an  L/C  Credit
Extension.

                  "CUMULATIVE DISTRIBUTABLE CASH" means, for the Company and its
Consolidated Subsidiaries as of any date of determination, the sum of:

                                    (i) the  amount  of one  regularly-scheduled
                  dividend  payment (or, if the first such  dividend  payment is
                  paid from the Company's  excess cash referred to in the second
                  sentence of SECTION 4.01(F)  following the consummation of the
                  Transaction on the Closing Date, such dividend payment and one
                  additional  regularly  scheduled  dividend payment) to be made
                  during the period  commencing on the Business Day  immediately
                  following  the  Closing  Date  through  the  date of  delivery
                  pursuant to SECTION 6.01 of the financial  statements  for the
                  first full fiscal quarter of the Company following the Closing
                  Date in accordance with the "Dividend Policy and Restrictions"
                  section of the Registration Statement; PLUS

                                    (ii) Available Cash for the Reference Period
                  most recently ended prior to such date; MINUS

                                    (iii) the aggregate amount of dividends paid
                  during the period  commencing  on the  Business  Day after the
                  Closing Date through the last day of such Reference  Period of
                  the type  described in SECTION  7.07(II) to Persons other than
                  the  Company  or a  Consolidated  Subsidiary  and of the  type
                  described in SECTION 7.07(III); MINUS

                                    (iv)   without    duplication   of   amounts
                  attributable to Consolidated  Capital  Expenditures which have
                  been deducted  pursuant to CLAUSE (IV)(E) of the definition of
                  Available  Cash for the Reference  Period most recently  ended
                  prior to such date, the aggregate  amounts paid by the Company
                  and its Consolidated Subsidiaries during the period commencing
                  on the  Closing  Date  through  the last day of the  Reference
                  Period  most  recently  ended prior to such date in respect of
                  Permitted  Business   Acquisitions  financed  with  Cumulative
                  Distributable  Cash which is not used to pay  dividends of the
                  type described in SECTION 7.07(III).

                  "DEBT EQUIVALENTS" of any Person means (i) any Equity Interest
of such Person  which by its terms (or by the terms of any security for which it
is  convertible or for which it is  exchangeable  or  exercisable),  or upon the
happening of any event or otherwise (including an event which would constitute a
Change of Control),  (A) matures or is mandatorily  redeemable or subject to any
mandatory repurchase requirement, pursuant to a sinking fund or otherwise or (B)
is convertible  into or exchangeable for  Indebtedness or Debt  Equivalents,  in
each  case in  whole or in part,  on or prior to the 90 day  anniversary  of the
later of the  Revolving  Termination  Date or the Term Maturity Date and (ii) if
such Person is a Subsidiary of the Company but not a Subsidiary  Guarantor,  any
Preferred Stock of such Person;  PROVIDED,  HOWEVER,  that any Equity  Interests
that would not constitute  Debt  Equivalents  but for provisions  thereof giving
holders  thereof (or the holders of any  security  into or for which such Equity
Interests is convertible,  exchangeable or exercisable) the right to require the
issuer  thereof to redeem such Equity  Interests upon the occurrence of a Change
of Control or an Asset  Disposition  occurring  prior to the 180th day after the
Maturity Date shall not constitute  Debt  Equivalents  if such Equity  Interests
provide  that the  issuer  thereof  will not redeem  any such  Equity  Interests
pursuant  to such  provisions  prior to the  payment in full of the  Obligations
(other than contingent indemnity obligations).

                  "DEBT ISSUANCE" means the issuance by any Group Company of any
Indebtedness.

                  "DEBTOR RELIEF LAWS" means the  Bankruptcy  Code of the United
States, and all other liquidation,  conservatorship,  bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement,  receivership,  insolvency,
reorganization,  or similar  debtor  relief  Laws of the United  States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.


                                      -12-
<PAGE>

                  "DEFAULT"  means any  condition or event that  constitutes  an
Event of Default or that,  with the giving of notice,  the passage of applicable
cure periods, or both pursuant to ARTICLE VIII, would be an Event of Default.

                  "DEFAULT  RATE"  means (i) when used  with  respect  to Senior
Credit  Obligations  other than Letter of Credit Fees, an interest rate equal to
(A) the Base Rate plus (B) the  Applicable  Margin  applicable to Revolving Base
Rate Loans plus (C) 2.00% per annum;  PROVIDED,  HOWEVER, that with respect to a
Eurodollar  Loan,  the  Default  Rate  shall be an  interest  rate  equal to the
interest rate  (including any Applicable  Margin)  otherwise  applicable to such
Loan plus 2.00% per annum,  and (ii) when used with  respect to Letter of Credit
Fees,  a rate  equal  to (A)  the  Applicable  Margin  applicable  to  Revolving
Eurodollar Loans plus (B) 2.00% per annum.

                  "DEFAULTING  LENDER"  means any Lender  that (i) has failed to
make a Loan or purchase a Participation  Interest in a Swing Line Loan or an L/C
Obligation  required pursuant to the terms of this Agreement within one Business
Day of the date required to be funded by it hereunder, (ii) has otherwise failed
to pay to the Administrative Agent or any Lender any other amount required to be
paid by it hereunder or any other Loan  Document  within one Business Day of the
date when due,  unless the  subject  of a good  faith  dispute or (iii) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

                  "DEPOSITARY BANK AGREEMENT" means an agreement  between a Loan
Party and any bank or other depositary institution, substantially in the form of
EXHIBIT D to the  Security  Agreement,  as the same may be amended,  modified or
supplemented from time to time.

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

                  "DOMESTIC  SUBSIDIARY"  means with  respect to any Person each
Subsidiary of such Person that is organized  under the laws of the United States
or any political subdivision thereof, and "DOMESTIC  SUBSIDIARIES" means any two
or more of them.
                  "ELIGIBLE ASSIGNEE" means (i) a Lender, (ii) an Affiliate of a
Lender,  (iii) an Approved  Fund and (iv) any other Person (other than a natural
person)  approved  by (A)  the  Administrative  Agent,  (B) in the  case  of any
assignment of a Revolving Commitment,  the L/C Issuers and the Swing Line Lender
and (C) unless an Event of Default has  occurred and is  continuing  at the time
any assignment is effected pursuant to SECTION 10.06(B),  the Company (each such
approval  not  to  be   unreasonably   withheld  or  delayed);   PROVIDED   that
notwithstanding the foregoing, "ELIGIBLE ASSIGNEE" shall not include the Company
or any of the Company's Affiliates or Subsidiaries.

                  "EMPLOYEE BENEFIT  ARRANGEMENTS" means in any jurisdiction the
material  benefit  schemes or  arrangements  in respect of any employees or past
employees  operated  by  any  Group  Company  or  in  which  any  Group  Company
participates and which provide benefits on retirement, ill-health, injury, death
or voluntary withdrawal from or termination of employment, including termination
indemnity  payments and life  assurance and  post-retirement  medical  benefits,
other than Plans and Foreign Pension Plans.

                  "ENVIRONMENTAL LAWS" means any and all Federal,  state, local,
and foreign statutes, Laws, regulations,  ordinances,  rules, judgments, orders,
decrees,  permits,  concessions,  grants,  franchises,  licenses,  agreements or
governmental  restrictions  relating  to  pollution  and the  protection  of the
environment  or the release of any  materials  into the  environment,  including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.


                                      -13-
<PAGE>

                  "ENVIRONMENTAL  LIABILITY" means any liability,  contingent or
otherwise  (including any liability for damages,  costs of  remediation,  fines,
penalties or indemnities), of any Group Company directly or indirectly resulting
from or based on (i) violation of any  Environmental  Law, (ii) the  generation,
use, handling,  transportation,  storage, treatment or disposal of any Hazardous
Material,  (iii)  exposure  to any  Hazardous  Material,  (iv)  the  release  or
threatened  release of any Hazardous  Material into the  environment  or (v) any
contract,  agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

                  "EQUITY  EQUIVALENTS"  means  with  respect  to any Person any
rights,  warrants,  options,  convertible securities,  exchangeable  securities,
indebtedness  or other rights,  in each case  exercisable  for or convertible or
exchangeable  into,  directly or indirectly,  Equity Interests of such Person or
securities  exercisable for or convertible or exchangeable into Equity Interests
of such  Person,  whether at the time of issuance or upon the passage of time or
the occurrence of some future event.

                  "EQUITY   INTERESTS"   means  all  shares  of  capital  stock,
partnership  interests  (whether general or limited),  limited liability company
membership interests,  beneficial interests in a trust and any other interest or
participation  that  confers on a Person the right to receive a share of profits
or losses, or distributions of assets,  of an issuing Person,  but excluding any
debt securities convertible into such Equity Interests.

                  "EQUITY  ISSUANCE" means (i) any sale or issuance by any Group
Company to any Person other than the Company or a  Subsidiary  of the Company of
any Equity  Interests  or any Equity  Equivalents  (other  than any such  Equity
Equivalents  that  constitute  Indebtedness)  and (ii) the  receipt by any Group
Company of any cash  capital  contributions,  whether or not paid in  connection
with any  issuance of Equity  Interests  of any Group  Company,  from any Person
other than the Company or a Subsidiary of the Company.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended, and the rules and regulation promulgated thereunder.

                  "ERISA  AFFILIATE"  means  each  entity  that is a member of a
"controlled  group of  corporations,"  under "common  control" or an "affiliated
service group" with a Group Company within the meaning of Section 414(b), (c) or
(m) of the Code, or required to be aggregated with a Group Company under Section
414(o) of the Code or is under "common control" with a Group Company, within the
meaning of Section 4001(a)(14) of ERISA.

                  "ERISA EVENT" means:

                                    (i) a reportable event as defined in Section
                  4043 of ERISA and the  regulations  issued  under such Section
                  with respect to a Plan, excluding,  however, such events as to
                  which the PBGC by  regulation  has waived the  requirement  of
                  Section 4043(a) of ERISA that it be notified within 30 days of
                  the occurrence of such event;

                                    (ii) the  requirements of Section 4043(b) of
                  ERISA apply with respect to a contributing sponsor, as defined
                  in Section  4001(a)(13)  of ERISA,  of any Plan,  and an event
                  described  in  paragraph  (9),  (10),  (11),  (12)  or (13) of
                  Section 4043(c) of ERISA is reasonably  expected to occur with
                  respect to such Plan within the following 30 days;


                                      -14-
<PAGE>

                                    (iii)  the   failure  to  meet  the  minimum
                  funding  standard of Section  412 of the Code with  respect to
                  any Plan  (whether or not waived in  accordance  with  Section
                  412(d) of the Code),  the  application  for a minimum  funding
                  waiver  under  Section 303 of ERISA with  respect to any Plan,
                  the  failure  to make by its due date a  required  installment
                  under  Section  412(m) of the Code with respect to any Plan or
                  the   failure  to  make  any   required   contribution   to  a
                  Multiemployer Plan;

                                    (iv)  (A)  the  incurrence  of any  material
                  liability by a Group  Company  pursuant to Title I of ERISA or
                  to the penalty or excise tax  provisions  of the Code relating
                  to employee  benefit plans (as defined in Section 3 of ERISA),
                  or the  occurrence or existence of any event,  transaction  or
                  condition  that could  reasonably be expected to result in the
                  incurrence of any such  material  liability by a Group Company
                  pursuant to Title I of ERISA or to such  penalty or excise tax
                  provisions of the Code; or (B) the  incurrence of any material
                  liability by a Group Company or an ERISA Affiliate pursuant to
                  Title IV of ERISA or the occurrence or existence of any event,
                  transaction or condition that could  reasonably be expected to
                  result in the  incurrence  of any such  material  liability or
                  imposition  of any lien on any of the  rights,  properties  or
                  assets of a Group Company or any ERISA  Affiliate  pursuant to
                  Title IV of ERISA or to Section 401(a)(29) or 412 of the Code;

                                    (v) the  provision by the  administrator  of
                  any Plan of a notice  pursuant to Section  4041(a)(2) of ERISA
                  (or the reasonable expectation of such provision of notice) of
                  intent  to  terminate  such  Plan  in a  distress  termination
                  described in Section 4041(c) of ERISA,  the institution by the
                  PBGC of proceedings to terminate any Plan or the occurrence of
                  any event or condition  which could  reasonably be expected to
                  constitute  grounds under ERISA for the  termination of a Plan
                  by the PBGC,  or the  appointment  of a trustee by the PBGC to
                  administer any Plan;

                                    (vi) the  withdrawal  of a Group  Company or
                  ERISA  Affiliate in a complete or partial  withdrawal  (within
                  the  meaning  of  Section  4203  and 4205 of  ERISA)  from any
                  Multiemployer   Plan  if  there  is  any  potential   material
                  liability therefor, or the receipt by a Group Company or ERISA
                  Affiliate of notice from any Multiemployer  Plan that it is in
                  reorganization or insolvency  pursuant to Section 4241 or 4245
                  of ERISA,  or that it intends to terminate  or has  terminated
                  under Section 4041A or 4042 of ERISA;

                                    (vii) the  imposition of material  liability
                  (or the reasonable  expectation thereof) on a Group Company or
                  ERISA Affiliate  pursuant to Section 4062,  4063, 4064 or 4069
                  of ERISA or by reason of the application of Section 4212(c) of
                  ERISA;

                                    (viii) the  assertion  of a  material  claim
                  (other  than  routine  claims for  benefits)  against any Plan
                  other  than a  Multiemployer  Plan or the assets  thereof,  or
                  against a Group Company or ERISA  Affiliate in connection with
                  any Plan;

                                    (ix)  the  receipt  from the  United  States
                  Internal  Revenue Service of notice of the failure of any Plan
                  (or any Employee Benefit Arrangement  intended to be qualified
                  under  Section  401(a) of the Code) to qualify  under  Section
                  401(a) of the Code,  or the failure of any trust  forming part
                  of any Plan to  qualify  for  exemption  from  taxation  under
                  Section 501(a) of the Code, and, with respect to Multiemployer
                  Plans, notice thereof to any Group Company; and

                                    (x)  the  establishment  or  amendment  by a
                  Group    Company   of   any   Welfare   Plan   that   provides
                  post-employment  welfare  benefits  in  a  manner  that  would
                  reasonably be expected to result in a Material Adverse Effect.


                                      -15-
<PAGE>

                  "EURODOLLAR  LOAN"  means  at  any  date a  Loan  which  bears
interest at a rate based on the Eurodollar Rate.

                  "EURODOLLAR  RATE" means, for any Interest Period with respect
to any Eurodollar Loan, the rate per annum equal to British Bankers  Association
LIBOR  Rate ("BBA  LIBOR"),  as  published  by  Reuters  (or other  commercially
available  source  providing  quotations  of  BBA  LIBOR  as  designated  by the
Administrative  Agent from time to time), at  approximately  11:00 A.M.  (London
time) two Business Days prior to the  commencement  of such Interest  Period for
Dollar  deposits (for delivery on the first day of such Interest  Period) with a
term equivalent to such Interest  Period.  If such rate is not available at such
time for any reason,  then the "EURODOLLAR  RATE" for such Interest Period shall
be the rate per annum determined by the  Administrative  Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest  Period
in same day funds in the  approximate  amount of the Eurodollar Loan being made,
continued  or converted  by Bank of America and with a term  equivalent  to such
Interest  Period  would be offered by Bank of America's  London  Branch to major
banks  in  the  London   interbank   eurodollar   market  at  their  request  at
approximately   11:00  A.M.  (London  time)  two  Business  days  prior  to  the
commencement of such Interest Period.

                  "EURODOLLAR  RESERVE  PERCENTAGE" means for any day during any
Interest Period, the reserve percentage (expressed as a decimal,  carried out to
five decimal  places) in effect on such day,  whether or not  applicable  to any
Lender,  under regulations issued from time to time by the Board of Governors of
the Federal  Reserve  System (or any other entity  succeeding  to the  functions
currently  performed  thereby) for determining  the maximum reserve  requirement
(including any emergency,  supplemental or other marginal  reserve  requirement)
with  respect to  Eurocurrency  funding  (currently  referred  to  "Eurocurrency
liabilities"). The Adjusted Eurodollar Rate for each outstanding Eurodollar Loan
shall be adjusted automatically on and as of the effective date of any change in
the Eurodollar Reserve Percentage.

                  "EVENT OF DEFAULT" has the meaning specified in SECTION 8.01.

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

                  "EXCLUDED  TAXES"  means,  with respect to the  Administrative
Agent,  any Lender,  any L/C Issuer or any other  recipient of any payment to be
made by or on account of any  obligation  of the  Company  hereunder,  (i) taxes
imposed on or  measured by its overall  net income  (however  denominated),  and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is
organized  or in which its  principal  office is located  or, in the case of any
Lender,  in which its Lending  Office is located,  (ii) any branch profits taxes
imposed  by  the  United  States  or  any  similar  tax  imposed  by  any  other
jurisdiction  in which the Company is located and (iii) in the case of a Foreign
Lender  (other  than an  assignee  pursuant  to a request by the  Company  under
SECTION  10.13),  any withholding tax that is imposed on amounts payable to such
Foreign  Lender at the time such  Foreign  Lender  becomes  a party  hereto  (or
designates a new Lending  Office) or is  attributable  to such Foreign  Lender's
failure or inability  (other than as a result of a Change in Law) to comply with
SECTION 3.01(E), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled,  at the time of  designation  of a new Lending  Office (or
assignment), to receive additional amounts from the Company with respect to such
withholding tax pursuant to SECTION 3.01(A).

                  "EXEMPT INVESTMENTS" means (i) any Investment made pursuant to
SECTION  7.06(A)(II)  through (xi),  (XIII) through (XV),  (XVIII) and (XIX) and
(ii) any Investment made pursuant to SECTION 7.06(A)(XI) in a Loan Party.


                                      -16-
<PAGE>

                  "EXISTING  CREDIT  AGREEMENT"  means  the  Third  Amended  and
Restated  Credit  Agreement  dated as of May 8,  2002,  as  amended by the First
Amendment  dated as of December 6, 2002, the Second  Amendment dated as of April
4, 2003, the Third  Amendment  dated as of May 6, 2003 and the Fourth  Amendment
dated as of March 9, 2004, among the Company, the various financial institutions
from time to time party  thereto,  Bank of  America,  as  Administrative  Agent,
issuing  bank and Swing Line Bank and Banc of America  Securities  LLC,  as Lead
Arranger and Book Manager.

                  "EXISTING  INDEBTEDNESS"  has the meaning specified in SECTION
7.01(I).

                  "EXISTING  LETTERS  OF  CREDIT"  means the  letters  of credit
issued  before the Closing Date and  described  by date of  issuance,  letter of
credit  number,  undrawn  amount,  name of  beneficiary  and date of  expiry  on
SCHEDULE 2.05 hereto, and "EXISTING LETTER OF CREDIT" means any one of them.

                  "FACILITIES  INCREASE"  has the meaning  specified  in SECTION
2.10(A).

                  "FACILITIES  INCREASE  DATE(S)"  has the meaning  specified in
SECTION 2.10(A).

                  "FAILED LOAN" has the meaning specified in SECTION 2.03(D).

                  "FEDERAL  FUNDS RATE"  means,  for any day, the rate per annum
equal  to  the  weighted  average  of  the  rates  on  overnight  Federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
funds brokers on such day, as published by the Federal  Reserve Bank of New York
on the Business Day next succeeding  such day;  PROVIDED that (i) if such day is
not a Business  Day,  the Federal  Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding  Business  Day, and (ii) if no such rate is so published on such next
succeeding  Business  Day,  the  Federal  Funds  Rate for such day  shall be the
average rate (rounded upward, if necessary,  to a whole multiple of 1/100 of 1%)
charged to Bank of America,  N.A. on such day on such transactions as determined
by the Administrative Agent.

                  "FEE LETTER" means the letter agreement dated January 27, 2005
among the Joint Lead Arrangers and the Company.

                  "FINANCE  DOCUMENT" means (i) each Loan Document and (ii) each
Swap Agreement  between one or more Loan Parties and a Swap Creditor  evidencing
Swap Obligations permitted hereunder, and "FINANCE DOCUMENTS" means all of them,
collectively.

                  "FINANCE  OBLIGATIONS"  means,  at any  date,  (i) all  Senior
Credit  Obligations,  (ii)  all  Swap  Obligations  of a  Loan  Party  permitted
hereunder  owed or owing to any Swap  Creditor  and  (iii)  all Cash  Management
Obligations owing to a Lender or one or more of its Affiliates.

                  "FINANCE PARTY" means each Lender, the Swing Line Lender, each
L/C  Issuer,  each  Swap  Creditor,  each  Agent and each  Indemnitee  and their
respective  successors and assigns,  and "FINANCE PARTIES" means any two or more
of them, collectively.

                  "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio
of (i)  Consolidated  EBITDA LESS the aggregate  amount of Consolidated  Capital
Expenditures for such period (exclusive of the portion thereof financed with (A)
any Indebtedness,  (B) any Qualifying Equity Issuance, (C) the Net Cash Proceeds
of Asset  Dispositions  received  during such period that are not required to be
applied to repay Loans or cash collateralize L/C Obligations pursuant to SECTION
2.09(B)(II) or (D) in the case of Consolidated  Capital  Expenditures of Project
Subsidiaries,  the  portion  thereof not  exceeding,  in the  aggregate  for all
Project  Subsidiaries,  the amount  financed with  Investments  permitted  under
SECTION  7.06(A)(XVII))  LESS the aggregate  amount of Taxes paid in cash during
such period to (ii) Consolidated Fixed Charges for such period.


                                      -17-
<PAGE>

                  "FOREIGN CASH EQUIVALENTS" means:

                                    (i) securities issued or fully guaranteed by
                  the United Kingdom or any instrumentality  thereof (as long as
                  that the full  faith  and  credit  of the  United  Kingdom  is
                  pledged in support of those securities);

                                    (ii)  certificates  of  deposit,  eurodollar
                  time   deposits,   overnight   bank   deposits   and  bankers'
                  acceptances  of any foreign  bank, or its branches or agencies
                  (fully protected against currency  fluctuations)  that, at the
                  time of acquisition,  are rated at least "A-1" by S&P or "P-1"
                  by Moody's, and (ii) certificates of deposit,  eurodollar time
                  deposits, banker's acceptances and overnight bank deposits, in
                  each case of any non-U.S.  commercial  bank having capital and
                  surplus  in excess  of  $500,000,000  and a Thomson  BankWatch
                  Rating of at least "B";

                                    (iii) repurchase  obligations with a term of
                  not more than seven days with  respect  to  securities  of the
                  types  described  in  CLAUSE  (I) or (II) with a bank or trust
                  company   (including   any  of  the  Lenders)  or   recognized
                  securities  dealer  having  capital  and  surplus in excess of
                  $500,000,000  in  which  the  Company  or one or  more  of its
                  Subsidiaries  shall have a perfected  first priority  security
                  interest  (subject to no other Liens) and having,  on the date
                  of purchase  thereof,  a fair market value of at least 100% of
                  the amount of the repurchase obligations;

                                    (iv)   investments   in   short-term   asset
                  management accounts offered by any Lender (or other commercial
                  banking  institution of the stature referred to in clause (ii)
                  above)  for  the  purpose  of   investing   in  loans  to  any
                  corporation  (other  than the Company or an  Affiliate  of the
                  Company),  in each case organized under the laws of the United
                  Kingdom; and

                                    (v) shares of any money market fund that (A)
                  has at least 95% of its assets  invested  continuously  in the
                  types of  investments  referred to in CLAUSES (I) through (IV)
                  above,  (B) has net  assets in excess of  $500,000  and (C) is
                  rated at least "A-1" by S&P or "P-1" by Moody's.


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

                  "FOREIGN   PENSION  PLAN"  means  any  material   plan,   fund
(including,  without  limitation,  any  superannuation  fund) or  other  similar
program established or maintained outside the United States by any Group Company
primarily for the benefit of employees of any Group Company residing outside the
United States,  which plan, fund or other similar program  provides,  or results
in,  retirement  income,  a deferral of income in contemplation of retirement or
payments  to be made upon  termination  of  employment,  and  which  plan is not
subject to ERISA or the Code.

                  "FOREIGN  SUBSIDIARY"  means  with  respect  to any Person any
Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

                  "FUND" means any Person (other than a natural  person) that is
(or will be) engaged in making,  purchasing,  holding or otherwise  investing in
commercial loans and similar  extensions of credit in the ordinary course of its
business.


                                      -18-
<PAGE>

                  "FUNDED  INDEBTEDNESS"  means,  with respect to any Person and
without  duplication,  (i) all Indebtedness of such Person of the types referred
to  in  CLAUSES  (I),  (II),   (III),  (V),  and  (VII)  of  the  definition  of
"Indebtedness" in this SECTION 1.01, (ii) all Indebtedness of others of the type
referred  to in CLAUSE  (I) above  secured  by (or for which the  holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) a
Lien on, or payable out of the  proceeds of  production  from,  any  property or
asset of such Person,  whether or not the obligations  secured thereby have been
assumed by such  Person,  (iii) all  Guaranty  Obligations  of such  Person with
respect to  Indebtedness  of others of the type  referred to in CLAUSE (I) above
and (iv) all  Indebtedness  of the type  referred  to in CLAUSE (I) above of any
other  Person  (including  any  partnership  in which  such  Person is a general
partner  and any  unincorporated  joint  venture in which such Person is a joint
venturer)  to the  extent  such  Person  would  be  liable  therefor  under  any
applicable  law or any  agreement  or  instrument  by  virtue  of such  Person's
ownership  interest in or other  relationship  with such  entity,  except to the
extent the terms of such  Indebtedness  provide  that such  Person  shall not be
liable therefor.

                  "GAAP" means generally accepted  accounting  principles in the
United  States set forth in the opinions and  pronouncements  of the  Accounting
Principles Board, the Public Company Accounting Oversight Board and the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the  Financial  Accounting  Standards  Board or such other  principles as may be
approved by a  significant  segment of the  accounting  profession in the United
States,   that  are  applicable  to  the   circumstances   as  of  the  date  of
determination, consistently applied.

                  "GOVERNMENTAL  AUTHORITY"  means the  government of the United
States or any other nation,  or of any political  subdivision  thereof,  whether
state or local,  and any agency,  authority,  instrumentality,  regulatory body,
court, central bank or other entity exercising executive, legislative, judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government  (including any  supra-national  bodies such as the European Union or
the European Central bank).

                  "GROUP  COMPANY"  means any of the  Company or its  respective
Subsidiaries  (regardless  of whether or not  consolidated  with the Company for
purposes of GAAP), and "GROUP COMPANIES" means all of them, collectively.

                  "GROUP COMPANY MATERIALS" has the meaning specified in SECTION
6.02(K).

                  "GROUP"  means at any time a group of Loans  consisting of (i)
all Loans  which are Base  Rate  Loans at such time or (ii) all Loans  which are
Eurodollar Loans having the same Interest Period at such time; PROVIDED that, if
a Loan of any  particular  Lender  is  converted  to or made as a Base Rate Loan
pursuant to ARTICLE III,  such Loan shall be included in the same Group or Group
of Loans from time to time as it would have been had it not been so converted or
made.

                  "GUARANTY"  means the Guaranty,  substantially  in the form of
EXHIBIT F hereto,  by the Subsidiary  Guarantors in favor of the  Administrative
Agent, as the same may be amended, modified or supplemented from time to time.

                  "GUARANTY  OBLIGATION"  means,  with  respect  to any  Person,
without  duplication,  any obligation  (other than  endorsements in the ordinary
course  of  business  of  negotiable  instruments  for  deposit  or  collection)
guarantying, intended to guaranty, or having the economic effect of guarantying,
any Indebtedness of any other Person in any manner,  whether direct or indirect,
and including,  without limitation,  any obligation,  whether or not contingent,
(i) to purchase  any such  Indebtedness  or any property  constituting  security
therefor,  (ii) to advance  or provide  funds or other  credit  support  for the
payment or purchase of such  Indebtedness  or obligation or to maintain  working
capital,  solvency  or  other  balance  sheet  condition  of such  other  Person
(including,  without  limitation,  maintenance  agreements,  support agreements,
comfort  letters,  take  or  pay  arrangements,   put  agreements,   performance
guaranties or similar  agreements or arrangements) for the benefit of the holder
of  Indebtedness  of such other  Person,  (iii) to lease or  purchase  property,
securities  or services  primarily for the purpose of assuring the owner of such
Indebtedness  or (iv) to  otherwise  assure or hold  harmless  the owner of such
Indebtedness  against  loss in  respect  thereof.  The  amount  of any  Guaranty
Obligation  hereunder  shall (subject to any  limitations  set forth therein) be
deemed to be an amount  equal to the  outstanding  principal  amount (or maximum
principal  amount,  if  larger)  of the  Indebtedness  in  respect of which such
Guaranty Obligation is made.


                                      -19-
<PAGE>

                  "HAZARDOUS  MATERIALS"  means  all  explosive  or  radioactive
substances  or wastes and all  hazardous  or toxic  substances,  wastes or other
pollutants  or  environmental  contaminants,  including  petroleum  or petroleum
distillates,   asbestos  or   asbestos-containing   materials,   polychlorinated
biphenyls,  radon gas and all other substances or wastes  regulated  pursuant to
any Environment Law because of their hazardous or deleterious properties.

                  "HONOR DATE" has the meaning specified in SECTION 2.05(F).

                  "INDEBTEDNESS"  means, as to any Person at a particular  time,
without  duplication,   all  of  the  following,  whether  or  not  included  as
indebtedness or liabilities in accordance with GAAP:

                                    (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 under
                  conditional sale or other title retention  agreements relating
                  to  property  purchased  by such  Person to the  extent of the
                  value of such property  (other than customary  reservations or
                  retentions of title under  agreements  with suppliers  entered
                  into in the ordinary course of business);

                                    (iv)    all    obligations,    other    than
                  intercompany  items,  of  such  Person  to  pay  the  deferred
                  purchase  price of  property  or  services  (other  than trade
                  accounts  payable and accrued expenses arising in the ordinary
                  course of business and due within six months of the incurrence
                  thereof);

                                    (v) the  Attributable  Indebtedness  of such
                  Person in respect of Capital Lease Obligations, Sale/Leaseback
                  Transactions  and Synthetic Lease  Obligations  (regardless of
                  whether accounted for as indebtedness under GAAP);

                                    (vi)   all   obligations,    contingent   or
                  otherwise,  of such  Person  to  reimburse  any  bank or other
                  Person in respect  of  amounts  paid under a letter of credit,
                  bankers' acceptance or similar instrument;

                                    (vii) all obligations of the types specified
                  in CLAUSES (I) THROUGH (VI) above of others secured by (or for
                  which the holder of such  obligations  has an existing  right,
                  contingent  or  otherwise,  to be  secured  by) a Lien on,  or
                  payable out of the proceeds of production  from,  any property
                  or asset of such  Person,  whether or not such  obligation  is
                  assumed  by such  Person;  PROVIDED  that  the  amount  of any
                  Indebtedness of others that  constitutes  Indebtedness of such
                  Person  solely by reason of this  CLAUSE  (VII)  shall not for
                  purposes  of this  Agreement  exceed  the  greater of the book
                  value or the fair  market  value of the  properties  or assets
                  subject  to  such  Lien  and,  for  the  avoidance  of  doubt,
                  excluding any Performance Guaranty;


                                      -20-
<PAGE>

                                    (viii)  all  Guaranty  Obligations  of  such
                  Person;

                                    (ix) all Debt  Equivalents  of such  Person;
                  and

                                    (x) the  Indebtedness  of any  other  Person
                  (including  any  partnership in which such Person is a general
                  partner  and any  unincorporated  joint  venture in which such
                  Person is a joint venturer) to the extent such Person would be
                  liable  therefor  under  applicable  Law or any  agreement  or
                  instrument   (excluding   for  the   avoidance  of  doubt  any
                  Performance  Guaranty)  by virtue of such  Person's  ownership
                  interest in or other relationship with such entity,  except to
                  the extent the terms of such  Indebtedness  provide  that such
                  person  shall  not  be  liable  therefor;  PROVIDED  that  (i)
                  Indebtedness  shall  not  include  (A)  deferred  compensation
                  arrangements,   (B)  earn-out  obligations  until  matured  or
                  earned, (C) non-compete or consulting  obligations incurred in
                  connection with Permitted Business  Acquisitions or (D) deemed
                  Indebtedness  pursuant  to FASB 133 or 150 and (ii) the amount
                  of any Limited  Recourse  Indebtedness  of any Person shall be
                  equal to the lesser of (A) the aggregate  principal  amount of
                  such  Limited  Recourse  Indebtedness  for which  such  Person
                  provides credit support of any kind (including any undertaking
                  agreement or instrument that would  constitute  Indebtedness),
                  is directly or  indirectly  liable as a guarantor or otherwise
                  or is the lender and (B) the fair  market  value of any assets
                  securing such  Indebtedness  or to which such  Indebtedness is
                  otherwise recourse.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INDEMNITEE" has the meaning specified in SECTION 10.04(B).

                  "INSURANCE  PROCEEDS" means all insurance proceeds (other than
business interruption insurance proceeds), damages, awards, claims and rights of
action with respect to any Casualty.

                  "INTELLECTUAL  PROPERTY"  has the  meaning  set  forth  in the
Security Agreement.

                  "INTERCOMPANY  NOTE" means a promissory  note  contemplated by
SECTION 7.06(A)(XI) or (XII), substantially in the form of EXHIBIT H hereto, and
"INTERCOMPANY NOTES" means any two or more of them.

                  "INTEREST  COVERAGE  RATIO"  means for any period the ratio of
(i) Consolidated EBITDA to (ii) Cash Interest Expense (excluding that in respect
of Project Non-Recourse Debt) for such period.

                  "INTEREST  PAYMENT DATE" means (i) as to Base Rate Loans,  the
last Business Day of each March,  June,  September and December and the Maturity
Date for Loans of the applicable Class and (ii) as to Eurodollar Loans, the last
day of each  applicable  Interest  Period and the Maturity Date for Loans of the
applicable  Class,  and in addition where the applicable  Interest  Period for a
Eurodollar  Loan is greater than three months,  then also the  respective  dates
that fall every three months after the beginning of such Interest Period.

                  "INTEREST  PERIOD" means with respect to each Eurodollar Loan,
a period commencing on the date of borrowing  specified in the applicable Notice
of  Borrowing  or  on  the  date   specified   in  the   applicable   Notice  of
Extension/Conversion  and ending one, two, three or six (or, if deposits of such
duration are available in the London interbank  eurodollar  market to all of the
Lenders having  Commitments on Loans of the  applicable  Class,  nine or twelve)
months thereafter,  as the Company may elect in the applicable notice;  PROVIDED
that:


                                      -21-
<PAGE>

                                    (i)  any   Interest   Period   which   would
                  otherwise  end on a day  which is not a  Business  Day  shall,
                  subject  to  CLAUSE  (IV)  below,  be  extended  to  the  next
                  succeeding  Business  Day unless  such  Business  Day falls in
                  another  calendar  month,  in which case such Interest  Period
                  shall end on the next preceding Business Day;

                                    (ii) any Interest 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  Interest  Period)  shall  end on the
                  last Business Day of a calendar month;

                                    (iii) if so  provided  in written  notice to
                  the Company by the  Administrative  Agent at the  direction of
                  the  Required  Lenders,  no  Interest  Period in excess of one
                  month may be  selected at any time when an Event of Default is
                  then in existence; and

                                    (iv)  no  Interest  Period  may be  selected
                  which  would  end  after  the  Maturity  Date for Loans of the
                  applicable Class.

                  "INTERIM  PURCHASE  TRANSACTION"  means a transaction in which
any Group Company facilitates the acquisition of equipment intended to be leased
by temporarily  purchasing such equipment and then selling such equipment to the
proposed lessor within 365 days of the purchase.

                  "INVESTMENT" in any Person means (i) the acquisition  (whether
for  cash,  property,  services,  assumption  of  Indebtedness,   securities  or
otherwise)  of assets  (other than  inventory,  machinery,  equipment  and other
assets  in  the  ordinary  course  of  business),   Equity   Interests,   Equity
Equivalents, Debt Equivalents,  Indebtedness or other securities of such Person,
(ii) any deposit with, or advance,  loan or other  extension of credit to or for
the  benefit  of such  Person  (other  than  deposits  made in  connection  with
Operating Leases or the purchase of equipment or inventory, each in the ordinary
course of  business)  or (iii) any other  capital  contribution  to such Person,
including by way of Guaranty  Obligations of any obligation of such Person,  any
support for a letter of credit issued on behalf of such Person  incurred for the
benefit of such Person.  For the purposes of ARTICLE VII, the outstanding amount
of any  Investment  by any Person in another  Person shall be  calculated as the
excess of (i) the initial amount of such  Investment  (including the fair market
value of all  property  transferred  by such Person as part of such  Investment)
over (ii) the sum of (A) all returns of principal or capital thereof received by
the investing Person on or prior to such time (including returns of principal or
capital in the form of cash dividends, cash distributions and cash repayments of
Indebtedness)  and (B) all liabilities of the investing Person  constituting all
or a part of the initial amount of such Investment  expressly  transferred prior
to such time in connection with the sale or disposition of such Investment,  but
only to the extent the investing Person is fully released of such liabilities by
such transfer.

                  "ISP"  means,  with  respect  to any  Letter  of  Credit,  the
"International   Standby   Practices   1998"   published  by  the  Institute  of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance).

                  "LAWS"  means,  collectively,  all  applicable  international,
foreign,  Federal,  state  and  local  statutes,  treaties,  rules,  guidelines,
regulations,  ordinances,  codes and  administrative  or judicial  precedents or
authorities,  including  the  interpretation  or  administration  thereof by any
Governmental   Authority   charged  with  the  enforcement,   interpretation  or
administration  thereof, and all applicable  administrative orders,  directives,
requests,  licenses,  authorizations  and  permits  issued  by any  Governmental
Authority.

                  "L/C BORROWING"  means a Revolving  Borrowing made pursuant to
SECTION  2.05(F)(IV)  and (V) to  refinance  Unreimbursed  Amounts in respect of
drawn Letters of Credit.


                                      -22-
<PAGE>

                  "L/C CASH COLLATERAL ACCOUNT" has the meaning specified in the
Security Agreement.

                  "L/C  COMMITMENT"  means  the  commitment  of one or more  L/C
Issuers to issue  Letters of Credit in an aggregate  face amount at any one time
outstanding  (together with the amounts of any unreimbursed drawings thereon) of
up to the L/C Sublimit.

                  "L/C CREDIT  EXTENSION"  means,  with respect to any Letter of
Credit,  the issuance  thereof or extension of the expiry date  thereof,  or the
increase of the amount thereof.

                  "L/C DISBURSEMENT"  means a payment or disbursement made by an
L/C Issuer pursuant to a Letter of Credit.

                  "L/C DOCUMENTS"  means,  with respect to any Letter of Credit,
such Letter of Credit,  any  amendments  thereto,  any  documents  delivered  in
connection therewith, any application therefor and any agreements,  instruments,
Guarantee  Obligations  or other  documents  (whether  general in application or
applicable  only to such Letter of Credit)  governing or  providing  for (i) the
rights  and  obligations  of the  parties  concerned  or at  risk  or  (ii)  any
collateral security for such obligations.

                  "L/C  ISSUER"  means (i) Bank of America,  in its  capacity as
issuer  of  Letters  of Credit  under  SECTION  2.05(B),  and its  successor  or
successors in such capacity,  (ii) each Lender listed in SCHEDULE 2.05 hereto as
the issuer of an Existing  Letter of Credit and (iii) any other Lender which the
Company shall have designated as an "L/C ISSUER" by notice to the Administrative
Agent.

                  "L/C  OBLIGATIONS"  means  at any  time,  the  sum of (i)  the
maximum amount which is, or at any time  thereafter may become,  available to be
drawn under Letters of Credit then  outstanding,  assuming  compliance  with all
requirements  for  drawings  referred to in such Letters of Credit plus (ii) the
aggregate  amount of all  Unreimbursed  Amounts  not then paid by the Company as
provided  in  SECTION  2.05(F)(II),  (III),  (IV) OR (V) to the  applicable  L/C
Issuers in respect of drawings under Letters of Credit, including any portion of
any such obligation to which a Lender has become subrogated  pursuant to SECTION
2.05(F)(VI). For all purposes of this Agreement and all other Loan Documents, if
on any date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn  thereunder by reason of the operation of Rule 3.14 of
the ISP, such Letter of Credit shall be deemed to be "outstanding" in the amount
so remaining available to be drawn.

                  "L/C SUBLIMIT" means an amount equal to  $50,000,000.  The L/C
Sublimit is a part of, and not in addition to, the Revolving Committed Amount.

                  "LENDER" means each bank or other lending  institution  listed
on SCHEDULE  2.01,  each  Eligible  Assignee  that becomes a Lender  pursuant to
SECTION  10.06(B) and their  respective  successors  and shall  include,  as the
context may require,  the Swing Line Lender in such capacity and each L/C Issuer
in such capacity.

                  "LENDING  OFFICE" means (i) with respect to any Lender and for
each Type of Loan,  the  "Lending  Office" of such Lender (or of an Affiliate of
such Lender)  designated  for such Type of Loan in such Lender's  Administrative
Questionnaire or in any applicable  Assignment and Assumption  pursuant to which
such Lender became a Lender hereunder or such other office of such Lender (or of
an Affiliate of such Lender) as such Lender may from time to time specify to the
Administrative  Agent and the  Company  as the office by which its Loans of such
Type are to be made and  maintained  and (ii) with respect to any L/C Issuer and
for each  Letter of Credit,  the  "Lending  Office" of such L/C Issuer (or of an
Affiliate of such L/C Issuer)  designated on the signature  pages hereto or such
other  office of such L/C Issuer (or of an Affiliate of such L/C Issuer) as such
L/C Issuer may from time to time  specify  to the  Administrative  Agent and the
Company  as the  office by which its  Letters  of  Credit  are to be issued  and
maintained.


                                      -23-
<PAGE>

                  "LETTER OF CREDIT"  means an  Existing  Letter of Credit or an
Additional  Letter of Credit,  and "LETTERS OF CREDIT" means any  combination of
the foregoing.

                  "LETTER OF CREDIT EXPIRATION DATE" means the day that is seven
days prior to the Revolving  Termination Date then in effect (or, if such day is
not a Business Day, the next preceding Business Day).

                  "LETTER OF CREDIT  FEE" has the meaning  specified  in SECTION
2.11(B)(I).

                  "LETTER  OF  CREDIT  REQUEST"  has the  meaning  specified  in
SECTION 2.05(D).

                  "LEVERAGE   RATIO"   means  on  any  day  the   ratio  of  (i)
Consolidated Funded Indebtedness (excluding Project Non-Recourse Debt) as of the
last day of the  fiscal  quarter  of the  Company  ending  on, or most  recently
preceding, such date to (ii) Consolidated EBITDA for the four consecutive fiscal
quarters of the Company ended on, or most recently preceding, such day.

                  "LIEN"  means  any  security   interest,   mortgage,   pledge,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise),  charge,  or  preference,  priority  or other  security  interest or
preferential  arrangement  in the nature of a security  interest  of any kind or
nature  whatsoever  (including  any  conditional  sale or other title  retention
agreement,  any  easement,  right of way or other  encumbrance  on title to Real
Property,  and any financing lease having substantially the same economic effect
as any of the  foregoing).  Solely for the  avoidance of doubt,  the filing of a
Uniform Commercial Code financing statement that is a protective lease filing in
respect of an operating  lease that does not  constitute a security  interest in
the leased  property or otherwise give rise to a Lien does not constitute a Lien
solely on account of being filed in a public office.

                  "LIMITED  RECOURSE  INDEBTEDNESS"  means  with  respect to any
Person,  Indebtedness  to the  extent:  (i) such  Person (A)  provides no credit
support of any kind  (including any  undertaking,  agreement or instrument  that
would constitute  Indebtedness),  (B) is not directly or indirectly  liable as a
guarantor  or  otherwise  or (C) does not  constitute  the  lender;  and (ii) no
default with respect thereto would permit upon notice, lapse of time or both any
holder of any other  Indebtedness  (other  than the Loans or the  Notes) of such
Person to  declare a default  on such other  Indebtedness  or cause the  payment
thereof to be accelerated  or payable prior to its stated  maturity and includes
without limitation Project Non-Recourse Debt.

                  "LOAN"  means a Revolving  Loan, a Term B Closing Date Loan, a
Term B Delayed  Draw Loan or a Swing  Line Loan (or a portion  of any  Revolving
Loans,  Term B Closing  Date  Loans,  Term B Delayed  Draw  Loans or Swing  Line
Loans), individually or collectively as appropriate;  PROVIDED that, if any such
loan or loans (or portions  thereof) are  combined or  subdivided  pursuant to a
Notice of  Extension/Conversion,  the term "LOAN"  shall  refer to the  combined
principal  amount  resulting  from such  combination  or to each of the separate
principal amounts resulting from such subdivision, as the case may be.

                  "LOAN  DOCUMENTS"   means  this  Agreement,   the  Notes,  the
Guaranty, the Collateral Documents,  the Perfection Certificate,  each Accession
Agreement and each L/C Document,  collectively, and all other related agreements
and  documents  to which the Agent or  Lenders  are  party  issued or  delivered
hereunder or thereunder or pursuant hereto or thereto,  in each case as the same
may be amended, modified or supplemented from time to time.


                                      -24-
<PAGE>

                  "LOAN  PARTY"  means each of the Company  and each  Subsidiary
Guarantor, and "LOAN PARTIES" means any combination of the foregoing.

                  "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation U.

                  "MATERIAL  ADVERSE  EFFECT"  means  (i) any  material  adverse
effect  upon  the  business,   assets,   liabilities   (actual  or  contingent),
operations,   properties   or  financial   condition  of  the  Company  and  its
Subsidiaries,  taken as a whole or (ii) a material  impairment of the rights and
benefits of the Lenders under the Loan Documents, taken as a whole.

                  "MATURITY DATE" means (i) as to Revolving Loans and Swing Line
Loans,  the  Revolving  Termination  Date and (ii) as to Term B Loans,  the Term
Maturity Date.

                  "MOODY'S" means Moody's  Investors  Service,  Inc., a Delaware
corporation,  and its successors or, absent any such successor,  such nationally
recognized statistical rating organization as the Company and the Administrative
Agent may select.

                  "MORTGAGE"   means,   in  the  case  of  owned  real  property
interests,  a  mortgage  or deed of  trust,  substantially  in the form  of,  or
otherwise substantially identical in substance to, the provisions of EXHIBIT G-4
hereto, among any Loan Party, the Collateral Agent and one or more trustees,  as
the same may be amended, modified or supplemented from time to time.

                  "MORTGAGE  POLICIES"  has the  meaning  specified  in  SECTION
4.01(I) hereto.

                  "MORTGAGED  PROPERTIES"  means the real property  interests of
the Company and its Subsidiaries described in SCHEDULE 4.01(I) hereto.

                  "MULTIEMPLOYER  PLAN" means a "multiemployer  plan" as defined
in Section 3(37) or 4001(a)(3) of ERISA.


                  "NET CASH PROCEEDS" means:

                                    (i) with  respect  to any Asset  Disposition
                  (other than an Asset  Disposition  permitted under clauses (I)
                  through (XVII), (XVIII)(B),  (XIX), (XX) and (XXII) of SECTION
                  7.05  or  consisting  of a  lease  where  one  or  more  Group
                  Companies  is acting as lessor  entered  into in the  ordinary
                  course of business),  Casualty or Condemnation,  (A) the gross
                  amount of all cash proceeds (including cash Insurance Proceeds
                  and cash  Condemnation  Awards in the case of any  Casualty or
                  Condemnation,  except  to the  extent  and for so long as such
                  Insurance   Proceeds   or   Condemnation   Awards   constitute
                  Reinvestment  Funds) actually paid to or actually  received by
                  any  Group  Company  in  respect  of such  Asset  Disposition,
                  Casualty or Condemnation (including any cash proceeds received
                  as income or other  proceeds  of any  noncash  proceeds of any
                  Asset  Disposition,  Casualty  or  Condemnation  as  and  when
                  received),  less (B) the sum of (1) the amount, if any, of all
                  taxes  and  customary  fees,   legal  fees,   brokerage  fees,
                  commissions,  costs  and  other  expenses  (other  than  those
                  payable  to any Group  Company or to  Affiliates  of any Group
                  Company  except for those  payable on terms and  conditions as
                  favorable  to  the  applicable   Group  Company  as  would  be
                  obtainable by it in a comparable arms'-length transaction with
                  an  independent,  unrelated  third party) that are incurred in
                  connection   with  such   Asset   Disposition,   Casualty   or
                  Condemnation and are payable by any Group Company, but only to
                  the extent not  already  deducted  in  arriving  at the amount
                  referred to in CLAUSE (I)(A) above,  (2)  appropriate  amounts
                  that must be set aside as a reserve  in  accordance  with GAAP
                  against any indemnities, liabilities (contingent or otherwise)
                  associated   with  such   Asset   Disposition,   Casualty   or
                  Condemnation,   (3)  if   applicable,   the   amount   of  any
                  Indebtedness  secured by a Permitted Lien that has been repaid
                  or refinanced  in accordance  with its terms with the proceeds
                  of such Asset Disposition,  Casualty or Condemnation;  and (4)
                  any payments to be made by any Group Company as agreed between
                  such Group Company and the purchaser of any assets  subject to
                  an Asset  Disposition,  Casualty or Condemnation in connection
                  therewith; and

                                      -25-
<PAGE>


                                    (ii) with respect to any Equity  Issuance or
                  Debt  Issuance,  the gross amount of cash  proceeds paid to or
                  received  by any  Group  Company  in  respect  of such  Equity
                  Issuance or Debt Issuance as the case may be  (including  cash
                  proceeds  subsequently  as and  when  received  at any time in
                  respect of such Equity Issuance or Debt Issuance from non-cash
                  consideration   initially  received  or  otherwise),   net  of
                  underwriting  discounts  and  commissions  or placement  fees,
                  investment   banking  fees,   legal  fees,   consulting  fees,
                  accounting fees and other customary fees and expenses directly
                  incurred by any Group Company in connection  therewith  (other
                  than those  payable to any Group  Company or any  Affiliate of
                  any  Group  Company  except  for  those  payable  on terms and
                  conditions  as favorable to the  applicable  Group  Company as
                  would  be  obtainable  by  it  in  a  comparable  arms'-length
                  transaction with an independent, unrelated third party).

                  "NOMINAL  SHARES" means (i) for any  Subsidiary of the Company
that is not a Domestic  Subsidiary,  nominal issuances of Equity Interests in an
aggregate  amount  not  to  exceed  1.0%  of  the  Equity  Interests  or  Equity
Equivalents of such  Subsidiary on a  fully-diluted  basis and (ii) in any case,
director's  qualifying  shares,  in each case to the extent such  issuances  are
required by applicable law.

                  "NON-PROJECT SUBSIDIARY" means at any date a Subsidiary of the
Company which is not a Project Subsidiary.

                  "NOTE"  means a Revolving  Note, a Term B Closing Date Note, a
Term B Delayed Draw Note or a Swing Line Note, and "NOTES" means any combination
of the foregoing.

                  "NOTICE OF  BORROWING"  means a request by the  Company  for a
Borrowing, substantially in the form of EXHIBIT A-1 hereto.

                  "NOTICE OF EXTENSION/CONVERSION"  has the meaning specified in
SECTION 2.07.

                  "OPERATING  LEASE"  means,  as applied to any Person,  a lease
(including  leases  which may be  terminated  by the  lessee at any time) of any
property (whether real, personal or mixed) by such Person as lessee which is not
a Capital Lease.

                  "ORGANIZATION  DOCUMENTS"  means,  (i)  with  respect  to  any
corporation,  the  certificate or articles of  incorporation  and the bylaws (or
equivalent or  comparable  constitutive  documents  with respect to any non-U.S.
jurisdiction);   (ii)  with  respect  to  any  limited  liability  company,  the
certificate or articles of formation or  organization  and operating  agreement;
and (iii) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement,  instrument,  filing or notice with
respect thereto filed in connection with its formation or organization  with the
applicable  Governmental  Authority  in the  jurisdiction  of its  formation  or
organization  and, if  applicable,  any  certificate or articles of formation or
organization of such entity.

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

                                      -26-
<PAGE>


                  "PAID IN FULL" and  "PAYMENT IN FULL"  means,  with respect to
any Finance Obligation, the occurrence of all of the foregoing: (i) with respect
to  such  Finance   Obligations   other  than  (A)  contingent   indemnification
obligations,  Swap Obligations and Cash Management  Obligations not then due and
payable and (B) to the extent  covered by clause (ii)  below,  obligations  with
respect to  undrawn  Letters  of  Credit,  payment  in full  thereof in cash (or
otherwise to the written  satisfaction  of the Finance Parties owed such Finance
Obligations), (ii) with respect to any undrawn Letter of Credit, the obligations
under  which are  included in such  Finance  Obligations,  (A) the  cancellation
thereof and payment in full of all  resulting  Finance  Obligations  pursuant to
clause (i) above or (B) the receipt of cash  collateral (or a backstop letter of
credit in respect  thereof on terms  acceptable to the applicable L/C Issuer and
the  Administrative  Agent)  in an  amount  at  least  equal  to 102% of the L/C
Obligations  for such  Letter of Credit  and (iii) if such  Finance  Obligations
consist  of all  the  Senior  Credit  Obligations  under  or in  respect  of the
Revolving Commitments or the Term B Commitments,  termination of all Commitments
and all other  obligations of the Lenders in respect of such  Commitments  under
the Loan Documents.

                  "PARTICIPANT" has the meaning specified in SECTION 10.06(D).

                  "PARTICIPATION  INTEREST" means a Credit Extension by a Lender
by way of a purchase  of a  participation  interest  in Letters of Credit or L/C
Obligations  as  provided  in  SECTION  2.05(A)  or (E),  in Swing Line Loans as
provided in SECTION 2.01(E)(VI) or in any Loans as provided in SECTION 2.13.

                  "PBGC"  means  the  Pension   Benefit   Guaranty   Corporation
established pursuant to Subtitle A of Title IV of ERISA or any entity succeeding
to any or all of its functions under ERISA.

                  "PERFECTION  CERTIFICATE"  means  with  respect  to  the  Loan
Parties  the  certificate,  substantially  in the  form of  EXHIBIT  G-3 to this
Agreement,  completed  and  supplemented  with  the  schedules  and  attachments
contemplated thereby to the reasonable  satisfaction of the Collateral Agent and
duly  executed by a Responsible  Officer of the Company,  as amended and updated
from time to time by an Accession Agreement pursuant to SECTION 6.12.

                  "PERFORMANCE  GUARANTY"  means  the  obligation  of any  Group
Company that is not a Project Subsidiary to perform the contractual  obligations
of a Project  Subsidiary  to operate or maintain  any  facility  (but not to pay
Indebtedness) or to provide surety for such services.

                  "PERMIT"  means  any  license,  permit,  franchise,  right  or
privilege,  certificate  of authority or order,  or any waiver of the foregoing,
issued or issuable by any Governmental Authority.

                  "PERMITTED BUSINESS ACQUISITION" means a Business Acquisition;
PROVIDED that:

                                    (i) the  Equity  Interests  or  property  or
                  assets  acquired  in  such  acquisition  relate  to a line  of
                  business  similar to the business of the Company or any of its
                  Subsidiaries  engaged  in on the  Closing  Date or  reasonably
                  related,   ancillary  or  complementary  thereto  but  do  not
                  constitute  or  comprise  a  Project   Subsidiary  unless  the
                  acquiring Person is a Project Subsidiary;

                                    (ii) the representations and warranties made
                  by the Loan  Parties in each Loan  Document  shall be true and
                  correct in all material respects at and as of the date of such
                  acquisition  (as if made on such date after  giving  effect to
                  such acquisition),  except to the extent such  representations
                  and warranties  expressly  relate to an earlier date (in which
                  case such  representations  and  warranties  shall be true and
                  correct in all  material  respects  at and as of such  earlier
                  date);


                                      -27-
<PAGE>

                                    (iii)  within 30 days  after (or such  later
                  date as may be agreed to by the  Administrative  Agent, in its
                  sole discretion) the date of the consummation of such Business
                  Acquisition,  each  applicable  Loan  Party  and the  acquired
                  entity and its Subsidiaries  shall have executed and delivered
                  to the  Administrative  Agent  or  the  Collateral  Agent,  as
                  applicable,  all items in respect of the Equity  Interests  or
                  property or assets  acquired in such  acquisition  (and/or the
                  seller thereof) required to be delivered by SECTION 6.12;

                                    (iv) in the  case of an  acquisition  of the
                  Equity Interests of another Person,  (A) except in the case of
                  the incorporation of a new Subsidiary,  the board of directors
                  (or other  comparable  governing  body) of such  other  Person
                  shall have duly approved such  acquisition  and (B) the Equity
                  Interests  acquired  shall  constitute all (other than Nominal
                  Shares) of the total Equity Interests of the issuer thereof;

                                    (v) no Event of Default  shall have occurred
                  and be  continuing  immediately  before or  immediately  after
                  giving effect to such acquisition,  and the Company shall have
                  delivered to the Administrative  Agent a Pro-Forma  Compliance
                  Certificate  demonstrating  that,  upon giving  effect to such
                  acquisition  on a Pro-Forma  Basis,  the  Company  shall be in
                  compliance  with all of the financial  covenants  specified in
                  SECTION  7.16(A) and (B) hereof as of the last day of the most
                  recent  period  of four  consecutive  fiscal  quarters  of the
                  Company  for which  financial  statements  are  required to be
                  delivered pursuant to SECTION 6.01(A) or (B) which precedes or
                  ends on the date of such acquisition; and

                                    (vi) the aggregate consideration  (including
                  cash,  earn-out  payments,   assumption  of  indebtedness  and
                  non-cash  consideration)  for all such acquisitions  occurring
                  after  the  Closing  Date,  to  the  extent  not  funded  from
                  Cumulative  Distributable  Cash under SECTION 7.07(IV) or with
                  the  Net  Cash  Proceeds  of one  or  more  Qualifying  Equity
                  Issuances  not  utilized  for any other  purpose  specified in
                  CLAUSE (II) of the definition of "QUALIFYING EQUITY ISSUANCE",
                  shall not exceed  $75,000,000  in the  aggregate  for all such
                  Business Acquisitions.

                  "PERMITTED  ENCUMBRANCES" means (i) those liens,  encumbrances
and  other  matters  affecting  title to any  Mortgaged  Property  listed in the
Mortgage  Policies in respect thereof and found, on the date of delivery of such
Mortgage  Policies to the Collateral  Agent in accordance with the terms hereof,
reasonably acceptable by the Collateral Agent, (ii) zoning, building codes, land
use and other  similar Laws and municipal  ordinances  which are not violated in
any  material  respect by the existing  improvements  and the present use by the
mortgagor of the Premises (as defined in the respective Mortgage) and (iii) such
other items to which the  Collateral  Agent may consent  (such consent not to be
unreasonably withheld).

                  "PERMITTED  JOINT VENTURE" means a joint venture,  in the form
of a corporation,  limited  liability  company,  business trust,  joint venture,
association,  company or partnership,  entered into by the Company or any of its
Subsidiaries  which (i) is engaged in a line of business  related,  ancillary or
complementary to those engaged in by the Company and its  Subsidiaries,  (ii) is
not a Project  Subsidiary  and (iii)  limits the exposure of the Company and its
Subsidiaries  for the liabilities  thereof to (A) the Investments of the Company
and its Subsidiaries  therein permitted under SECTION  7.06(A)(XVII) and (B) any
Indebtedness of any Permitted  Joint Venture or any Guaranty  Obligations by the
Company  or any of its  Subsidiaries  in  respect  of such  Indebtedness,  which
Indebtedness  or Guaranty  Obligations  are  permitted at the time under SECTION
7.01.

                  "PERMITTED LIENS" has the meaning specified in SECTION 7.02.

                                      -28-
<PAGE>

                  "PERMITTED REFINANCING" means, with respect to any Person, any
modification,  refinancing,  refunding, renewal or extension of any Indebtedness
of such Person;  PROVIDED that (i) the principal  amount (or accreted  value, if
applicable)  thereof does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness so modified,  refinanced,  refunded,  renewed or
extended except by an amount equal to a reasonable  premium or other  reasonable
amount paid, and fees and expenses reasonably incurred,  in connection with such
modification,  refinancing,  refunding,  renewal or  extension  and by an amount
equal  to  any  existing  commitments  unutilized  thereunder  or  as  otherwise
permitted  pursuant to SECTION 7.01,  (ii) if the  Indebtedness  being modified,
refinanced, refunded, renewed or extended is subordinated in right of payment to
the  Senior  Credit  Obligations,  such  modification,  refinancing,  refunding,
renewal or extension is  subordinated  in right of payment to the Senior  Credit
Obligations  on terms at least as favorable on the whole to the Lenders as those
contained  in the  documentation  governing  the  Indebtedness  being  modified,
refinanced,  refunded,  renewed  or  extended,  (iii) the  terms and  conditions
(including, if applicable,  as to collateral) of any such modified,  refinanced,
refunded,  renewed or extended Indebtedness are not on the whole materially less
favorable to the Loan Parties or the Lenders  than the terms and  conditions  of
the Indebtedness being modified, refinanced, refunded, renewed or extended, (iv)
such modification,  refinancing,  refunding, renewal or extension is incurred by
the Person who is the obligor on the  Indebtedness  being modified,  refinanced,
refunded,  renewed or extended,  and (v) at the time  thereof,  no Default shall
have occurred and be continuing.

                  "PERSON"  means  any  natural  person,  corporation,   limited
liability company,  trust,  joint venture,  association,  company,  partnership,
Governmental Authority or other entity.

                  "PLAN" means an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum  funding  standards under Section
412 of the Code  maintained  by or  contributed  to by any Group  Company or any
ERISA Affiliate, including a Multiemployer Plan.

                  "PLATFORM" has the meaning specified in SECTION 6.02(K).

                  "PLEDGE  AGREEMENT" means the Pledge Agreement,  substantially
in the  form of  EXHIBIT  G-2  hereto,  dated as of the date  hereof  among  the
Company, the Subsidiary  Guarantors and the Collateral Agent, as the same may be
amended, modified or supplemented from time to time.

                  "PLEDGED  COLLATERAL" has the meaning  specified in the Pledge
Agreement.

                  "PRE-COMMITMENT  INFORMATION" means, taken as an entirety, (i)
information  with respect to the Company and its  Subsidiaries  contained in the
Confidential   Information   Memorandum   dated   February  2005  and  (ii)  the
Registration Statement.

                  "PREFERRED STOCK" means, as applied to the Equity Interests of
a Person, Equity Interests of any class or classes (however designated) which is
preferred  as to  the  payment  of  dividends  or  distributions,  or as to  the
distribution  of  assets  upon  any  voluntary  or  involuntary  liquidation  or
dissolution of such Person, over the Equity Interests of any other class of such
Person.

                  "PREPAYMENT  ACCOUNT"  has the  meaning  specified  in SECTION
2.09(B)(VIII).

                  "PRIMARY  EQUITY  OFFERING"  means  the  underwritten   public
offering by the Company of Equity Interests of the Company on substantially  the
terms described in the Registration Statement.

                  "PRO-FORMA   BASIS"   means,   for  purposes  of   calculating
compliance  of any  transaction  with any  provision  hereof  which  refers to a
Pro-Forma  Basis,  that the  transaction  in  question  shall be  deemed to have
occurred  as of the first  day of the most  recent  period  of four  consecutive
fiscal  quarters  of the  Company  which  precedes  or ends on the  date of such
transaction and with respect to which the Administrative  Agent has received the
financial information for the Company and its Consolidated Subsidiaries required
under SECTION  6.01(A) or (b), as  applicable,  and the  Compliance  Certificate
required by SECTION 6.02(A) for such period.  In connection with any calculation
of the  financial  covenants  set forth in SECTION 7.16 upon giving  effect to a
transaction on a "Pro-Forma Basis", (i) any Indebtedness incurred by the Company
or any of its  Subsidiaries  in connection  with such  transaction (or any other
transaction which occurred during the relevant four fiscal quarter period) shall
be deemed to have been incurred or repaid as the case may be as of the first day
of the relevant four  fiscal-quarter  period,  (ii) if such  Indebtedness  has a
floating or formula rate,  then the rate of interest for such  Indebtedness  for
the  applicable  period for purposes of the  calculations  contemplated  by this
definition  shall be  determined  by utilizing  the rate which is or would be in
effect  with  respect  to  such  Indebtedness  as at the  relevant  date of such
calculations  and (iii) income  statement  items (whether  positive or negative)
attributable to all property  acquired in such  transaction or to the Investment
comprising  such  transaction,  as  applicable,  shall  be  included  as if such
transaction has occurred as of the first day of the relevant four-fiscal-quarter
period,  after  giving  effect  to cost  savings  reasonably  acceptable  to the
Administrative  Agent,  (iv) such other  pro-forma  adjustments  which  would be
permitted or required by Regulations  S-K and S-X under the Securities Act shall
be taken into account and (v) such other adjustments as may be reasonably agreed
between the Company and the Administrative Agent shall be taken into account.


                                      -29-
<PAGE>

                  "PRO-FORMA  COMPLIANCE  CERTIFICATE"  means a certificate of a
Responsible  Officer or chief accounting officer of the Company delivered to the
Administrative   Agent  in  connection  with  any   "transaction"  for  which  a
calculation  on a  "Pro-Forma  Basis is  permitted  or  required  hereunder  and
containing reasonably detailed calculations demonstrating, upon giving effect to
the applicable transaction on a Pro-Forma Basis, compliance, as applicable, with
the Leverage  Ratio,  the Interest  Coverage Ratio and the Fixed Charge Coverage
Ratio,  as  applicable,  as of the last day of the most  recent  period  of four
consecutive fiscal quarters of the Company which precedes or ends on the date of
the applicable  transaction and with respect to which the  Administrative  Agent
shall have received the consolidated  financial  information for the Company and
its  Consolidated  Subsidiaries  required  under  SECTION  6.01(A)  or  (B),  as
applicable,  and the Compliance Certificate required by SECTION 6.02(A) for such
period.

                  "PROJECT  NON-RECOURSE  DEBT" means  Indebtedness of a Project
Subsidiary if: (i) incurred to finance the development, operation or purchase of
a  facility  or other  asset  developed,  owned  or  purchased  by such  Project
Subsidiary in compliance with the terms of its  organizational  documents;  (ii)
none of the  Company  or any of its  Subsidiaries  (other  than  the  applicable
Project  Subsidiary which is the issuer thereof) (A) provides any credit support
of any kind  (including  any  undertaking,  agreement or  instrument  that would
constitute Indebtedness, but excluding the amount of any permitted investment by
the Company or a  Subsidiary  in such  Project  Subsidiary),  (B) is directly or
indirectly  liable as a guarantor of such  indebtedness  (whether by virtue of a
Guaranty  Obligation  or otherwise) or would be subject to a claim by any holder
of such indebtedness in a bankruptcy or insolvency  proceeding of the Company or
any of its Subsidiaries  (other than the applicable  Project Subsidiary which is
the issuer thereof) and (C)  constitutes  the lender;  and (iii) no default with
respect  thereto  would permit upon notice,  lapse of time or both the holder of
such indebtedness or any holder of any other indebtedness  (other than the Loans
or the  Notes)  of the  Company  or any of  its  Subsidiaries  (other  than  the
applicable  Project  Subsidiary) to declare a default on such other indebtedness
or cause the payment  thereof to be  accelerated  or payable prior to its stated
maturity.

                  "PROJECT  NON-RECOURSE  DEBT  SERVICE  AMOUNT"  means  for any
period,  the aggregate  amount of principal,  premium,  if any, and Consolidated
Interest  Expense  paid  or  payable  in  such  period  in  respect  of  Project
Non-Recourse Debt.


                                      -30-
<PAGE>

                  "PROJECT  SUBSIDIARY"  means a Consolidated  Subsidiary of the
Company (i) (A) which has no indebtedness other than Project  Non-Recourse Debt,
(B) which holds no  indebtedness  of, or direct or indirect  equity interest in,
the Company of any  Subsidiary  other than equity  interests in another  Project
Subsidiary  and (C) in which any  Investment  by the  Company or any  Subsidiary
constituted a permitted  investment at the time made,  (ii) which is a direct or
indirect  Subsidiary of a Project Subsidiary or (iii) that is in existence as of
the Closing Date and set forth on SCHEDULE 1.01C.

                  "PURCHASE  MONEY   INDEBTEDNESS"  means  Indebtedness  of  the
Company or any of its Subsidiaries  incurred for the purpose of financing all or
any  part of the  purchase  price  or cost of  construction  or  improvement  of
property used in the business of the Company or such Subsidiary.

                  "QUALIFYING  EQUITY  ISSUANCE"  means any  issuance  of Equity
Interests by the Company or any receipt by the Company of a capital contribution
if: (i) after giving effect  thereto,  no Change of Control shall have occurred;
and (ii) the Net Cash Proceeds  thereof shall be used (without  duplication) (A)
to  make  Consolidated  Capital  Expenditures,  (B) to make  Permitted  Business
Acquisitions  in  excess  of  the  amounts  allowed  under  CLAUSE  (VI)  of the
definition  of  "PERMITTED  BUSINESS   ACQUISITION,   (C)  to  make  Investments
contemplated   by,  but  in  excess  of  the  amounts  allowed  under,   SECTION
7.06(A)(XVI) or SECTION  7.06(A)(XX),  (D) to repay  Indebtedness of the Company
and its Subsidiaries and (E) to make Restricted Payments contemplated by SECTION
7.07(IV).

                  "REAL PROPERTY" means, with respect to any Person,  all of the
right,  title  and  interest  of such  Person in and to land,  improvements  and
fixtures.

                  "REFERENCE  PERIOD" means, at any date, the period  commencing
on the first day of the first full fiscal  quarter  after the  Closing  Date and
ending  on the  last day of the  last  fiscal  quarter  for  which a  Compliance
Certificate  pursuant to SECTION 6.02(A) has been delivered by the Company prior
to such date.

                  "REFINANCED  AGREEMENTS"  means the Existing Credit Agreement,
the  Subordinated  Notes and those other  instruments,  documents and agreements
listed on SCHEDULE 1.01A.

                  "REFUNDED  SWING  LINE  LOAN"  has the  meaning  specified  in
SECTION 2.01(E)(III).

                  "REGISTER" has the meaning specified in SECTION 10.06(C).

                  "REGISTRATION  STATEMENT" means the Registration  Statement on
Form S-1 (File No. 333-122351) filed on January 27, 2005 by the Company with the
SEC in  accordance  with the  Securities  Act , as amended,  with respect to the
shares of common  stock of the  Company  to be  offered  in the  Primary  Equity
Offering and the Secondary Equity Offering.

                  "REGULATION D, O, T, U OR X" means Regulation D, O, T, U or X,
respectively,  of the  Board of  Governors  of the  Federal  Reserve  System  as
amended, or any successor regulation.

                  "REINVESTMENT  FUNDS"  means,  with  respect  to any Net  Cash
Proceeds  of  Insurance  Proceeds  or any  Condemnation  Award in respect of the
single event or series of related  events giving rise  thereto,  that portion of
such funds as shall,  according to a certificate of a Responsible Officer of the
Company  delivered  to  the  Administrative  Agent  within  30  days  after  the
occurrence of the Casualty or Condemnation giving rise thereto, be reinvested or
committed to be reinvested  pursuant to a binding contract within 365 days after
the  occurrence  of the  Casualty or  Condemnation  giving  rise  thereto in the
repair,  restoration or  replacement of the properties  that were the subject of
such Casualty or Condemnation;  PROVIDED that (i) pending such reinvestment, the
entire amount of such proceeds  shall be deposited in an account that is subject
to a Depository  Bank Agreement and (ii) no Event of Default shall have occurred
and be continuing  or, if the Company or one or more of its  Subsidiaries  shall
have then entered into one or more  continuing  agreements  with a Person not an
Affiliate  of any of them for the  repair,  restoration  or  replacement  of the
properties that were the subject of such Casualty or  Condemnation,  none of the
Administrative  Agent or the Collateral Agent shall have commenced any action or
proceeding  to exercise  or seek to exercise an right or remedy with  respect to
any Collateral (including any action of foreclosure,  enforcement, collection or
execution or by and  proceeding  under any Debtor Relief Law with respect to any
Loan Party).

                                      -31-
<PAGE>


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

                  "REQUIRED  LENDERS"  means,  at  any  date  of  determination,
Lenders whose aggregate  Credit Exposure (as  hereinafter  defined)  constitutes
more than 50% of the Credit  Exposure  of all  Lenders  at such time;  PROVIDED,
HOWEVER, that if any Lender shall be a Defaulting Lender at such time then there
shall be excluded from the determination of Required Lenders such Lender and the
aggregate  principal  amount of Credit Exposure of such Lender at such time. For
purposes of the  preceding  sentence,  the term "CREDIT  EXPOSURE" as applied to
each  Lender  shall  mean  (i) at any  time  prior  to  the  termination  of the
Commitments  of the  applicable  Class the sum of (A) the  Revolving  Commitment
Percentage of such Lender multiplied by the Revolving  Committed Amount plus (B)
the Term B Closing Date Commitment  Percentage of such Lender  multiplied by the
aggregate  principal amount of the Term B Closing Date Loans outstanding at such
time plus (C) the Term B  Delayed  Draw  Commitment  Percentage  of such  Lender
multiplied  by the  aggregate  principal  amount  of the  Term  B  Delayed  Draw
Committed Amount,  and (ii) at any time after the termination of the Commitments
of the applicable Class, the sum of (A) the principal balance of the outstanding
Loans of such Lender plus (B) such Lender's  Participation  Interests in all L/C
Obligations and Swing Line Loans.

                  "REQUIRED  REVOLVING  LENDERS"  means Lenders whose  aggregate
Revolving Credit Exposure (as hereinafter  defined) constitutes more than 50% of
the Revolving  Credit Exposure of all Lenders at such time;  PROVIDED,  HOWEVER,
that if any Lender shall be a Defaulting Lender at such time then there shall be
excluded from the  determination of Required  Revolving  Lenders such Lender and
the aggregate  principal  amount of Revolving  Credit Exposure of such Lender at
such time. For purposes of the preceding  sentence,  the term "REVOLVING  CREDIT
EXPOSURE"  as  applied  to each  Lender  shall mean (i) at any time prior to the
termination of the Revolving Commitments, the Revolving Commitment Percentage of
such Lender multiplied by the Revolving  Committed Amount,  and (ii) at any time
after the termination of the Revolving Commitments, the sum of (A) the principal
balance of the outstanding Revolving Loans of such Lender plus (B) such Lender's
Participation Interests in all L/C Obligations and Swing Line Loans.

                  "RESPONSIBLE  OFFICER"  means  the  chief  executive  officer,
president,  senior vice  president,  vice president,  chief  financial  officer,
treasurer,  assistant  treasurer,  secretary  or  assistant  secretary of a Loan
Party. Any document delivered  hereunder that is signed by a Responsible Officer
of a Loan Party shall be  conclusively  presumed to have been  authorized by all
necessary  corporate,  partnership  and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively  presumed to have acted
on behalf of such Loan Party.


                                      -32-
<PAGE>

                  "RESTRICTED   PAYMENT"   means  (i)  any   dividend  or  other
distribution  (whether  in  cash,  securities  or  other  property),  direct  or
indirect,  on account of any class of Equity Interests or Equity  Equivalents of
any Group Company,  now or hereafter  outstanding,  (ii) any payment (whether in
cash,  securities  or other  property),  including  any sinking  fund or similar
deposit,  on  account  of the  purchase,  redemption,  retirement,  acquisition,
cancellation,  termination or similar payment, purchase or other acquisition for
value,  direct  or  indirect,  of  any  class  of  Equity  Interests  or  Equity
Equivalents of any Group  Company,  now or hereafter  outstanding  and (iii) any
payment made to retire, or to obtain the surrender of, any outstanding warrants,
options  or other  rights to  acquire  any class of Equity  Interests  or Equity
Equivalents of any Group Company, now or hereafter outstanding.

                  "REVOLVING BORROWING" means a Borrowing comprised of Revolving
Loans and identified as such in the Notice of Borrowing with respect thereto.

                  "REVOLVING  COMMITMENT" means, with respect to any Lender, the
commitment  of  such  Lender,  in an  aggregate  principal  amount  at any  time
outstanding  of up to  such  Lender's  Revolving  Commitment  Percentage  of the
Revolving  Committed Amount,  (i) to make Revolving Loans in accordance with the
provisions of SECTION 2.01(A), (ii) to purchase Participation Interests in Swing
Line Loans in accordance  with the  provisions  of SECTION  2.01(E) and (iii) to
purchase  Participation  Interests in Letters of Credit in  accordance  with the
provisions of SECTION 2.05(E).

                  "REVOLVING  COMMITMENT  FEE"  has  the  meaning  specified  in
SECTION 2.11(A).

                  "REVOLVING COMMITMENT  PERCENTAGE" means, for each Lender, the
percentage  (carried out to the ninth decimal place) identified as its Revolving
Commitment  Percentage  on  SCHEDULE  2.01  hereto,  as such  percentage  may be
modified  in  connection  with  any  assignment  made  in  accordance  with  the
provisions of SECTION 10.06(B).

                  "REVOLVING  COMMITTED AMOUNT" means $95,000,000 or such lesser
or  greater  amount to which the  Revolving  Committed  Amount  may be  adjusted
pursuant to SECTION 2.10.

                  "REVOLVING  LENDER"  means each Lender  identified in SCHEDULE
2.01 as having a Revolving  Commitment and each Eligible Assignee which acquires
a Revolving  Commitment or Revolving Loan pursuant to SECTION 10.06(B) and their
respective successors.

                  "REVOLVING LOAN" means a Loan made under SECTION 2.01(A).

                  "REVOLVING NOTE" means a promissory note, substantially in the
form of EXHIBIT B-1 hereto,  evidencing  the  obligation of the Company to repay
outstanding   Revolving   Loans,   as  such  note  may  be  amended,   modified,
supplemented, extended, renewed or replaced from time to time.

                  "REVOLVING  OUTSTANDINGS"  means  at any  date  the  aggregate
outstanding  principal  amount of all Revolving  Loans and Swing Line Loans plus
the aggregate outstanding amount of all L/C Obligations.

                  "REVOLVING  TERMINATION  DATE" means the fifth  anniversary of
the Closing Date (or, if such day is not a Business  Day, the next Business Day)
or such  earlier  date upon  which the  Revolving  Commitments  shall  have been
terminated in their entirety in accordance with this Agreement.

                  "SALE/LEASEBACK  TRANSACTION"  means,  other than any  Interim
Purchase  Transaction,  any direct or indirect arrangement with any Person or to
which any such Person is a party providing for the leasing to the Company or any
of its Subsidiaries of any property,  whether owned by the Company or any of its
Subsidiaries as of the Closing Date or later  acquired,  which has been or is to
be sold or transferred by the Company or any of its  Subsidiaries to such Person
or to any other Person from whom funds have been, or are to be, advanced by such
Person on the security of such property.


                                      -33-
<PAGE>

                  "S&P" means  Standard & Poor's  Ratings  Group,  a division of
McGraw Hill,  Inc., a New York  corporation,  and its  successors or, absent any
such successor,  such nationally  recognized  statistical rating organization as
the Company and the Administrative Agent may select.

                  "SCHEDULED  CAPITAL  EXPENDITURES"  means  those  Consolidated
Capital Expenditures for the purposes specified and not exceeding the respective
amounts set forth on SCHEDULE 1.01D.

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

                  "SECONDARY OFFERING" means the underwritten public offering by
the selling stockholders of Equity Interests of the Company on substantially the
terms described in the Registration Statement

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                  "SECURITY    AGREEMENT"   means   the   Security    Agreement,
substantially  in the form of EXHIBIT  G-1  hereto,  dated as of the date hereof
among the Company,  the Subsidiary  Guarantors and the Collateral  Agent, as the
same may be amended, modified or supplemented from time to time.

                  "SENIOR CREDIT  OBLIGATIONS"  means, with respect to each Loan
Party, without duplication:

                                    (i)  in  the  case  of  the   Company,   all
                  principal of and interest (including,  without limitation, any
                  interest   which  accrues  after  the   commencement   of  any
                  proceeding  under any Debtor  Relief  Law with  respect to the
                  Company, whether or not allowed or allowable as a claim in any
                  such  proceeding) on any Loan or L/C Obligation  under, or any
                  Note  issued  pursuant  to, this  Agreement  or any other Loan
                  Document;

                                    (ii)  all  fees,  expenses,  indemnification
                  obligations  and  other  amounts  of  whatever  nature  now or
                  hereafter  payable  by such  Loan  Party  (including,  without
                  limitation, any amounts which accrue after the commencement of
                  any  proceeding  under any Debtor  Relief Law with  respect to
                  such Loan  Party,  whether or not  allowed or  allowable  as a
                  claim in any such  proceeding)  pursuant to this  Agreement or
                  any other Loan Document;

                                    (iii) all expenses of the Agents as to which
                  one or more of the  Agents  have a right to  reimbursement  by
                  such Loan Party under  SECTION  10.04(A) of this  Agreement or
                  under any other similar  provision of any other Loan Document,
                  including,  without  limitation,  any and all sums advanced by
                  the  Collateral  Agent to preserve the  Collateral or preserve
                  its  security  interests  in  the  Collateral  to  the  extent
                  permitted under any Loan Document or applicable Law;

                                    (iv) all amounts paid by any  Indemnitee  as
                  to which such  Indemnitee  has the right to  reimbursement  by
                  such Loan Party under  SECTION  10.04(B) of this  Agreement or
                  under any other similar  provision of any other Loan Document;
                  and

                                    (v)  in  the   case   of   each   Subsidiary
                  Guarantor,  all  amounts  now or  hereafter  payable  by  such
                  Subsidiary  Guarantor and all other obligations or liabilities
                  now  existing or  hereafter  arising or  incurred  (including,
                  without  limitation,   any  amounts  which  accrue  after  the
                  commencement  of any  proceeding  under any Debtor  Relief Law
                  with respect the Company or such Subsidiary Guarantor, whether
                  or not allowed or allowable as a claim in any such proceeding)
                  on the  part of such  Subsidiary  Guarantor  pursuant  to this
                  Agreement, the Guaranty or any other Loan Document;

                                      -34-
<PAGE>

together  in each  case  with all  renewals,  modifications,  consolidations  or
extensions thereof.


                  "SENIOR  CREDIT  PARTY"  means  each  Lender   (including  any
Affiliate in respect of any Cash Management  Obligations),  each L/C Issuer, the
Administrative  Agent,  the  Collateral  Agent  and each  Indemnitee  and  their
respective  successors and assigns, and "SENIOR CREDIT PARTIES" means any two or
more of them, collectively.

                  "SOLVENT" means, with respect to any Person as of a particular
date,  that on such date (i) such Person is able  generally to pay its debts and
other liabilities,  contingent  obligations and other commitments as they mature
in the normal  course of  business,  (ii) the value of the assets of such Person
(both at fair value and present fair  saleable  value) is greater than the total
amount of liabilities  (including  contingent and unliquidated  liabilities) and
(iii) such Person does not have  unreasonably  small  capital.  In computing the
amount of contingent or unliquidated  liabilities at any time, such  liabilities
shall  be  computed  at  the  amount  that,  in  light  of  all  the  facts  and
circumstances  existing at such time,  represents the amount that can reasonably
be  expected  to  become  an  actual  or  matured  liability  (in  each  case as
interpreted in accordance with fraudulent conveyance, bankruptcy, insolvency and
similar laws and other applicable Law).

                  "SPONSOR"  means GTCR Golder  Rauner LLC, and its  successors,
GTCR Capital  Partners,  L.P., GTCR Partners VIII,  L.P., GTCR Fund VIII,  L.P.,
GTCR Fund VIII-B,  L.P. and GTCR Golder  Rauner II, LLC,  together  with each of
their respective Sponsor Approved Funds.

                  "SPONSOR APPROVED FUNDS" means with respect to any Person, any
Fund that is  administered  or managed by (i) such Person,  (ii) an Affiliate of
such Person or (iii) an entity that administers or manages such Person.

                  "SPONSOR GROUP" means the Sponsor and any of its  Subsidiaries
or Affiliates  other than Affiliates that are operating  companies or Controlled
by operating companies.

                  "SUBORDINATED  INDEBTEDNESS" of any Person means all unsecured
Indebtedness  (i) the  principal  of which by its  terms is not  required  to be
repaid,  in whole or in part,  before the 90 day anniversary of the later of the
Revolving  Termination  Date or the Term Maturity Date,  (ii) is subordinated in
right of payment to such Person's  indebtedness,  obligations and liabilities to
the Senior  Credit  Parties  under the Loan  Documents  pursuant  to payment and
subordination  provisions  reasonably  satisfactory in form and substance to the
Administrative  Agent and (iii) is issued  pursuant to credit  documents  having
covenants,  subordination  provisions  and events of default that are taken as a
whole in no event materially less favorable, including with respect to rights of
acceleration,  to such Person than the terms hereof or are otherwise  reasonably
satisfactory in form and substance to the Administrative Agent.

                  "SUBORDINATED  NOTES" means $150,000,000  aggregate  principal
amount  of the  Company's  9-1/2%  Senior  Subordinated  Notes  due 2009  issued
pursuant to the  Indenture  dated as of April 17,  2002  between the Company and
Wells Fargo bank, National Association, as Trustee.

                  "SUBSIDIARY"   means,   with   respect  to  any  Person,   any
corporation,  partnership,  limited  liability  company,  association  or  other
business entity of which (i) if a corporation, more than 50% of the total voting
power of stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors,  managers or trustees  thereof is at the time
owned or controlled,  directly or  indirectly,  by that Person or one or more of
the other  Subsidiaries  of that Person or a combination  thereof,  or (ii) if a
partnership,  limited  liability  company,  association or business entity other
than a corporation,  more than 50% of the partnership or other similar ownership
interests thereof is at the time owned or controlled, directly or indirectly, by
that Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes  hereof,  a Person or Persons shall be deemed to have more than 50%
ownership interest in a partnership,  limited liability company,  association or
other business entity if such Person or Persons shall be allocated more than 50%
of partnership, association or other business entity gains or losses or shall be
or  control  the  managing  director,  manager  or a  general  partner  of  such
partnership,  association or other business entity.  Unless otherwise specified,
all references  herein to a "Subsidiary" or to  "Subsidiaries"  shall refer to a
Subsidiary or Subsidiaries of the Company.


                                      -35-
<PAGE>

                  "SUBSIDIARY GUARANTOR" means each Subsidiary of the Company on
the Closing Date (other than (i) Project  Subsidiaries  except to the extent not
prohibited by the terms of the  instruments  governing any Project  Non-Recourse
Debt of such  Project  Subsidiary,  (ii)  Foreign  Subsidiaries  and (iii) those
Subsidiaries  having  limited or negligible  assets as of the Closing Date which
are to be merged into,  or liquidated  or dissolved  and their  residual  assets
distributed  to, one or more Loan Parties  within 90 days after the Closing Date
pursuant to the Company's  reorganization  plan disclosed to the  Administrative
Agent prior to the Closing Date) that becomes a party to the Guaranty  after the
Closing Date by execution of an Accession Agreement, and "SUBSIDIARY GUARANTORS"
means any two or more of them.

                  "SWAP AGREEMENT" means (i) any and all rate swap transactions,
basis  swaps,  credit  derivative   transactions,   forward  rate  transactions,
commodity swaps,  commodity  options,  forward  commodity  contracts,  equity or
equity index swaps or options, bond or bond price or bond index swaps or options
or forward  bond or  forward  bond  price or  forward  bond index  transactions,
interest rate options, forward foreign exchange transactions,  cap transactions,
floor   transactions,   collar   transactions,   currency   swap   transactions,
cross-currency rate swap transactions,  currency options,  spot contracts or any
other similar transactions or any combination of any of the foregoing (including
any  options  to  enter  into  any of the  foregoing),  whether  or not any such
transaction  is governed by or subject to any master  agreement and (ii) any and
all transactions of any kind, and the related  confirmations,  which are subject
to the terms and  conditions  of, or governed  by, any form of master  agreement
published by the  International  Swaps and  Derivatives  Association,  Inc., any
International  Foreign  Exchange Master  Agreement or any other master agreement
(any such  master  agreement,  together  with any related  schedules,  a "MASTER
AGREEMENT"),  including any such  obligations  or  liabilities  under any Master
Agreement.

                  "SWAP  CREDITOR"  means  any  Lender or any  Affiliate  of any
Lender  from  time  to  time  party  to one or more  Swap  Agreements  permitted
hereunder with a Loan Party (even if any such Lender for any reason ceases after
the execution of such  agreement to be a Lender  hereunder),  and its successors
and assigns, and "SWAP CREDITORS" means any two or more of them, collectively.

                  "SWAP   OBLIGATIONS"  of  any  Person  means  all  obligations
(including,  without limitation, any amounts which accrue after the commencement
of any bankruptcy or insolvency proceeding with respect to such Person,  whether
or not allowed or  allowable  as a claim under any  proceeding  under any Debtor
Relief  Law) of such  Person in respect  of any Swap  Agreement,  excluding  any
amounts which such Person is entitled to set-off against its  obligations  under
applicable Law.

                  "SWAP TERMINATION  VALUE" means, at any date and in respect of
any one or more Swap  Agreements,  after  taking into  account the effect of any
legally enforceable netting agreements relating to such Swap Agreements, (i) for
any date on or after the date  such Swap  Agreements  have been  closed  out and
termination  value(s)  determined  in  accordance  therewith,  such  termination
value(s),  and (ii) for any date prior to the date referenced in CLAUSE (I), the
amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as
determined  based  upon  one or  more  mid-market  or  other  readily  available
quotations  provided by any recognized dealer in such Swap Agreements (which may
include any Lender).


                                      -36-
<PAGE>

                  "SWING LINE COMMITMENT"  means the agreement of the Swing Line
Lender to make Loans pursuant to SECTION 2.01(E). The Swing Line Commitment is a
part of, and not in addition to, the Revolving Committed Amount.

                  "SWING LINE COMMITTED AMOUNT" means $10,000,000, as such Swing
Line Committed Amount may be reduced pursuant to SECTION 2.10.

                  "SWING  LINE  LENDER"  means  Bank of  America,  N.A.,  in its
capacity as the Swing Line Lender under  SECTION  2.01(E),  and its successor or
successors in such capacity.

                  "SWING  LINE  LOAN"  means a Base  Rate Loan made by the Swing
Line Lender pursuant to SECTION 2.01(E), and "SWING LINE LOANS" means any two or
more of such Base Rate Loans.

                  "SWING LINE LOAN REQUEST" has the meaning specified in SECTION
2.02(B).

                  "SWING LINE NOTE" means a promissory  note,  substantially  in
the form of EXHIBIT  B-4 hereto,  evidencing  the  obligation  of the Company to
repay  outstanding  Swing Line  Loans,  as such note may be  amended,  modified,
supplemented, extended, renewed or replaced from time to time.

                  "SWING  LINE  TERMINATION  DATE"  means the earlier of (i) the
fifth  anniversary  of the Closing Date (or, if such day is not a Business  Day,
the next  preceding  Business Day) or such earlier date upon which the Revolving
Commitments shall have been terminated in their entirety in accordance with this
Agreement and (ii) the date on which the Swing Line  Commitment is terminated in
its entirety in accordance with this Agreement.

                  "SYNDICATION  DATE" means the earlier of (i) the date which is
90 days  after the  Closing  Date and (ii) the date on which the  Administrative
Agent  determines  in its sole  discretion  (and  notifies the Company) that the
primary  syndication (and the resulting  addition of Lenders pursuant to SECTION
10.06(B)) has been completed.

                  "SYNTHETIC LEASE OBLIGATION" means the monetary  obligation of
a Person  (incurred  (i) for all purposes of this  Agreement  other than SECTION
8.01(E)(I) and the term Indebtedness as used therein,  after the Closing Date or
incurred on or before the Closing Date if not included on SCHEDULE 1.01E or (ii)
for purposes of SECTION  8.01(E)(I)  before, on or after the Closing Date) under
(i) a so-called  synthetic,  off-balance sheet or tax retention lease or (ii) an
agreement for the use or possession of property creating obligations that do not
appear on the balance  sheet of such Person but which,  upon the  insolvency  or
bankruptcy of such Person,  would be  characterized  as the indebtedness of such
person (without regard to accounting treatment).

                  "TAXES"  means all present or future taxes,  levies,  imposts,
duties, deductions, withholdings,  assessments, fees or other charges imposed by
any  Governmental  Authority,  including  any  interest,  additions  to  tax  or
penalties applicable thereto.

                  "TERM B CLOSING DATE BORROWING" means a Borrowing comprised of
Term B Closing Date Loans and identified as such in the Notice of Borrowing with
respect thereto.


                                      -37-
<PAGE>

                  "TERM B CLOSING DATE  COMMITMENT"  means,  with respect to any
Lender,  the commitment of such Lender to make a Term B Closing Date Loan on the
Closing Date in a principal  amount equal to such  Lender's  Term B Closing Date
Commitment Percentage of the Term B Closing Date Committed Amount.

                  "TERM B CLOSING DATE COMMITMENT  PERCENTAGE"  means,  for each
Lender,  the percentage  (carried out to the ninth decimal place)  identified as
its  Term B  Closing  Date  Commitment  Percentage  on  SCHEDULE  2.01,  as such
percentage may be (i) reduced  pursuant to SECTION  2.10(B) and (ii) modified in
connection  with any  Assignment  and  Assumption  made in  accordance  with the
provisions of SECTION 10.06(B).


                  "TERM B CLOSING DATE COMMITTED AMOUNT" means $180,000,000.

                  "TERM B CLOSING DATE LENDER"  means each Lender  identified on
SCHEDULE  2.01 as  having a Term B Closing  Date  Commitment  and each  Eligible
Assignee which acquires a Term B Closing Date Loan pursuant to SECTION  10.06(B)
and their respective successors.

                  "TERM B CLOSING  DATE LOAN"  means a Loan made to the  Company
under SECTION 2.01(B).

                  "TERM  B  CLOSING   DATE  NOTE"  means  a   promissory   note,
substantially  in the form of EXHIBIT B-2 hereto,  evidencing  the obligation of
the Company to repay  outstanding Term B Closing Date Loans, as such note may be
amended, modified or supplemented from time to time.

                  "TERM B DELAYED DRAW BORROWING" means a Borrowing comprised of
Term B Delayed Draw Loans and identified as such in the Notice of Borrowing with
respect thereto.

                  "TERM B DELAYED DRAW  COMMITMENT"  means,  with respect to any
Lender, (i) the commitment of such Lender to make a Term B Delayed Draw Loans in
an aggregate  principal  amount not exceeding  such Lender's Term B Delayed Draw
Commitment  Percentage of the Term B Delayed Draw Committed  Amount and (ii) any
commitment  of such Lender that is included as part of a Facilities  Increase to
make Term B Delayed Draw Loans on any Facilities Increase Date.

                  "TERM B DELAYED DRAW COMMITMENT FEE" has the meaning specified
in SECTION 2.11(A).

                  "TERM B DELAYED DRAW COMMITMENT  PERCENTAGE"  means,  for each
Lender,  the percentage  (carried out to the ninth decimal place)  identified as
its  Term B  Delayed  Draw  Commitment  Percentage  on  SCHEDULE  2.01,  as such
percentage may be (i) adjusted  pursuant to SECTION 2.10(B) and (ii) modified in
connection with any assignment made in accordance with the provisions of SECTION
10.06(B).

                  "TERM B DELAYED DRAW COMMITTED AMOUNT" means $30,000,000.

                  "TERM B DELAYED DRAW LENDER"  means each Lender  identified on
SCHEDULE  2.01 as  having a Term B Delayed  Draw  Commitment  and each  Eligible
Assignee which acquires a Term B Delayed Draw Loan pursuant to SECTION  10.06(B)
and their respective successors.

                  "TERM B DELAYED  DRAW LOAN"  means a Loan made  under  SECTION
2.01(C).

                  "TERM  B  DELAYED   DRAW  NOTE"  means  a   promissory   note,
substantially  in the form of EXHIBIT B-3 hereto,  evidencing  the obligation of
the Company to repay  outstanding Term B Delayed Draw Loans, as such note may be
amended, modified or supplemented from time to time.

                  "TERM  B  DELAYED  DRAW  TERMINATION  DATE"  has  the  meaning
specified in SECTION 2.01(C).

                  "TERM B COMMITMENT"  means, with respect to any Term B Lender,
its Term B Closing Date  Commitment or its Term B Delayed Draw  Commitment",  as
applicable.


                                      -38-
<PAGE>

                  "TERM B LENDER" means a Term B Closing Date Lender or a Term B
Delayed  Draw  Lender,  and  "TERM B  LENDERS"  means  any two or more of  them,
collectively.

                  "TERM B LOAN"  means a Term B  Closing  Date  Loan or a Term B
Delayed  Draw  Loan,  and  "TERM  B  Loans"  means  any  two or  more  of  them,
collectively.

                  "TERM  LOANS"  means  the  Term B  Loans  and any  Loans  made
pursuant to a Facilities Increase that are not Revolving Loans.

                  "TERM  MATURITY  DATE"  means the seventh  anniversary  of the
Closing Date (or if such day is not a Business Day, the next preceding  Business
Day).

                  "THRESHOLD AMOUNT" means $10,000,000.

                  "TITLE INSURANCE COMPANY" has the meaning specified in SECTION
4.01(I).

                  "TRANSACTION"  means the Primary Equity  Offering,  the Credit
Extensions to occur on the Closing Date, the repayment of all  Indebtedness  and
other  obligations  under  the  Refinanced   Agreements  and  the  other  events
contemplated hereby and thereby to occur on the Closing Date.

                  "TRANSACTION  EXPENSES"  means costs and  expenses  associated
with the Transaction  and any costs and expenses  incurred after the date hereof
associated  with any securities  offering,  investment or acquisition  permitted
hereunder   (whether  or  not  such  offering,   investment  or  acquisition  is
consummated).

                  "TYPE" has the meaning specified in SECTION 1.07.

                  "UCP" means the Uniform  Customs and Practice for  Documentary
Credits, as most recently published by the International Chamber of Commerce.

                  "UNFUNDED  LIABILITIES" means, except as otherwise provided in
SECTION  5.12(A)(I)(B),  (i) with  respect to each Plan,  the amount (if any) by
which the present value of all  nonforfeitable  benefits under each Plan exceeds
the  current  value  of such  Plan's  assets  allocable  to such  benefits,  all
determined in accordance  with the  respective  most recent  valuations for such
Plan using  applicable PBGC plan  termination  actuarial  assumptions (the terms
"present  value" and "current  value" shall have the same meanings  specified in
Section 3 of ERISA) and (ii) with  respect to each  Foreign  Pension  Plan,  the
amount (if any) by which the present value of all nonforfeitable  benefits under
each  Foreign  Pension Plan  exceeds the current  value of such Foreign  Pension
Plan's assets allocable to such benefits,  all determined in accordance with the
respective most recent  valuations for such Plan using the most recent actuarial
assumptions and methods being used by the Foreign  Pension Plan's  actuaries for
financial reporting under applicable accounting and reporting standards.

                  "UNITED STATES" means the United States of America,  including
each of the States and the District of Columbia,  but excluding its  territories
and possessions.

                  "U.S. PATRIOT ACT" means the Uniting and Strengthening America
by Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (Title III of Pub. L. 107-56 (signed into Law October 26, 2001)), as the
same may be amended,  supplemented,  modified,  replaced or  otherwise in effect
from time to time.

                  "UNREIMBURSED  AMOUNT"  has the meaning  specified  in SECTION
2.05(F)(IV).


                                      -39-
<PAGE>

                  "UNUSED  REVOLVING  COMMITMENT  AMOUNT" means, for any period,
the amount by which (i) the then applicable  Revolving  Committed Amount exceeds
(ii) the daily average sum for such period of (A) the aggregate principal amount
of all  outstanding  Revolving  Loans  plus  (B)  the  aggregate  amount  of all
outstanding L/C  Obligations.  For the avoidance of doubt, no deduction shall be
made on  account of  outstanding  Swing  Line  Loans in  calculating  the Unused
Revolving Commitment Amount.

                  "VOTING  SECURITIES"  means  Equity  Interests  of any  Person
having  ordinary  power  to vote in the  election  of  members  of the  board of
directors,  managers,  trustees  or other  controlling  Persons  of such  Person
(irrespective  of whether,  at the time,  Equity Interests of any other class or
classes of such Person  shall have or might have  voting  power by reason of the
happening of any contingency).

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:  (i) the sum
of the products  obtained by  multiplying  (A) the amount of each then remaining
installment,  sinking  fund,  serial  maturity  or other  required  payments  of
principal,  including payment at final maturity,  in respect thereof, by (B) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by (ii) the then outstanding principal
amount of such Indebtedness.

                  "WELFARE  PLAN" means a "welfare plan" as such term is defined
in Section 3(1) of ERISA.

                  "WHOLLY-OWNED SUBSIDIARY" means, with respect to any Person at
any date,  any  Subsidiary  of such Person all of the shares of capital stock or
other  ownership  interests of which (other than Nominal Shares) are at the time
directly or indirectly owned by such Person.

                  SECTION 1.02 OTHER INTERPRETATIVE  PROVISIONS.  With reference
to this  Agreement  and each other Loan  Document,  unless  otherwise  specified
herein or in such other Loan Document:

                  (a) The definitions of terms herein shall apply equally to the
singular  and  plural  forms of the terms  defined.  Whenever  the  context  may
require,  any pronoun shall include the  corresponding  masculine,  feminine and
neuter forms. The words "INCLUDE," "INCLUDES" and "INCLUDING" shall be deemed to
be  followed  by the  phrase  "without  limitation."  The word  "WILL"  shall be
construed  to have the same meaning and effect as the word  "shall."  Unless the
context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document  (including  any  Organization  Document)  shall be
construed as referring to such  agreement,  instrument or other document as from
time to  time  amended,  supplemented  or  otherwise  modified  (subject  to any
restrictions on such amendments,  supplements or modifications  set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed  to include such  Person's  successors  and  assigns,  (iii) the words
"HEREIN," "HEREOF" and "HEREUNDER," and words of similar import when used in any
Loan Document  shall be construed to refer to such Loan Document in its entirety
and not to any  particular  provision  thereof,  (iv) all  references  in a Loan
Document to Articles,  Sections,  Exhibits and  Schedules  shall be construed to
refer to Articles  and Sections  of, and  Exhibits  and  Schedules  to, the Loan
Document in which such  references  appear,  (v) any  reference to any Law shall
include  all  statutory  and  regulatory  provisions  consolidating,   amending,
replacing or  interpreting  such Law and any  reference to any law or regulation
shall, unless otherwise  specified,  refer to such Law or regulation as amended,
modified  or  supplemented  from  time to time and (vi) the  words  "ASSET"  and
"PROPERTY"  shall be  construed to have the same meaning and effect and to refer
to any and all tangible and intangible  assets and  properties,  including cash,
securities, accounts and contract rights.


                                      -40-
<PAGE>

                  (b) In the  computation  of periods  of time from a  specified
date to a later  specified date, the word "FROM" means "FROM AND INCLUDING," the
words "TO" and "UNTIL" each mean "TO BUT  EXCLUDING" and the word "THROUGH means
"TO AND INCLUDING."

                  (c) Section  headings  herein and in the other Loan  Documents
are  included  for  convenience  of  reference  only and  shall not  affect  the
interpretation of this Agreement or any other Loan Document.

                  SECTION 1.03 ACCOUNTING  TERMS AND  DETERMINATIONS.  Except as
otherwise  expressly  provided herein, all accounting terms used herein shall be
interpreted,  and all financial  statements and  certificates  and reports as to
financial  matters  required to be delivered to the Lenders  hereunder  shall be
prepared,  in  accordance  with  GAAP;  PROVIDED  that FASB 133 and 150 shall be
ignored for all purposes of this Agreement.  All financial  statements delivered
to the Lenders  hereunder  shall be  accompanied by a statement from the Company
that GAAP has not changed since the most recent financial  statements  delivered
by the Company to the Lenders or if GAAP has changed  describing such changes in
detail and  explaining  how such changes  affect the financial  statements.  All
calculations made for the purposes of determining compliance with this Agreement
shall (except as otherwise  expressly provided herein) be made by application of
GAAP applied on a basis consistent (except  discretionary changes with which the
independent auditors concur or which are required to resolve non-compliance with
GAAP) with the most recent annual or quarterly  financial  statements  delivered
pursuant  to SECTION  6.01 (or,  prior to the  delivery  of the first  financial
statements  pursuant to SECTION 6.01,  consistent with the financial  statements
described in SECTION  5.05(A) (but without giving effect to any deviations  from
GAAP disclosed therein));  provided,  HOWEVER, that (i) if (A) the Company shall
object to determining  such  compliance on such basis at the time of delivery of
such  financial  statements  due to any change in GAAP or the rules  promulgated
with  respect  thereto or (B) either the  Administrative  Agent or the  Required
Lenders  shall so  object  in  writing  within 30 days  after  delivery  of such
financial  statements  (or after the Lenders have been informed of the change in
GAAP affecting  such financial  statements,  if later),  then such  calculations
shall be made on a basis  consistent with the most recent  financial  statements
delivered by the Company to the Lenders as to which no such objection shall have
been made,  and the Company  shall provide to the  Administrative  Agent and the
Lenders financial  statements and other documents  required under this Agreement
or as reasonably  requested  hereunder  setting forth a  reconciliation  between
calculations  made before and after giving effect to such change in GAAP or (ii)
if requested by the Company,  the Administrative  Agent or the Required Lenders,
if any change in GAAP or the rules  promulgated  with respect thereto from those
used in the  preparation  of the  most  recent  annual  or  quarterly  financial
statements  delivered pursuant to SECTION 6.01 (or, prior to the delivery of the
first financial  statements  pursuant to SECTION 6.01, the financial  statements
described in SECTION  5.05(A) (but without giving effect to any deviations  from
GAAP disclosed therein) results in a change in any of the financial calculations
required by SECTION 7.16 or otherwise  specified  in ARTICLE VII  (including  in
each case all related definitions specified in SECTION 1.01) that would not have
resulted had such  accounting  change not occurred,  the parties hereto agree to
enter  into good faith  negotiations  in order to amend  such  provisions  so as
equitably  to  reflect  such  change  such  that  the  criteria  for  evaluation
compliance  with such covenants  shall be the same after such changes as if such
change had not been made.

                  SECTION 1.04  ROUNDING.  Any financial  ratios  required to be
maintained by any Group Company  pursuant to this Agreement  shall be calculated
by dividing  the  appropriate  component  by the other  component,  carrying the
result to one  place  more than the  number  of  places by which  such  ratio is
expressed  herein and rounding the result up or down to the nearest number (with
a rounding-up if there is no nearest number).

                  SECTION 1.05 TIMES OF DAY.  Unless  otherwise  specified,  all
references  herein to times of day shall be references to Eastern time (daylight
or standard, as applicable).

                  SECTION  1.06  LETTER  OF  CREDIT  AMOUNTS.  Unless  otherwise
specified  herein,  the amount of a Letter of Credit at any time shall be deemed
to be the  stated  amount of such  Letter  of  Credit  in  effect at such  time;
PROVIDED,  HOWEVER, that with respect to any Letter of Credit that, by its terms
or the  terms of any L/C  Document  related  thereto,  provides  for one or more
automatic  increases in the stated amount thereof,  the amount of such Letter of
Credit,  from and after the stated date of such increase,  shall be deemed to be
the  stated  amount  of such  Letter  of  Credit  after  giving  effect  to such
applicable increase.

                                      -41-
<PAGE>

                  SECTION  1.07  CLASSES  AND  TYPES  OF  BORROWINGS.  The  term
"BORROWING"  denotes the aggregation of Loans of one or more Lenders made to the
Company  pursuant to ARTICLE II on the same date,  all of which Loans are of the
same Class and Type  (subject  to ARTICLE  III) and,  except in the case of Base
Rate  Loans,  have  the  same  initial  Interest  Period.  Loans  hereunder  are
distinguished  by "Class" and "Type".  The "CLASS" of a Loan (or of a Commitment
to make such a Loan or of a Borrowing comprised of such Loans) refers to whether
such Loan is a Revolving  Loan,  a Term B Closing  Date Loan or a Term B Delayed
Draw Loan. The "TYPE" of a Loan refers to whether such Loan is a Eurodollar Loan
or a Base Rate Loan. Identification of a Loan (or a Borrowing) by both Class and
Type (e.g., a "TERM B CLOSING DATE EURODOLLAR LOAN") indicates that such Loan is
a Loan of both such Class and such Type (e.g.,  both a Term B Closing  Date Loan
and a Eurodollar Loan) or that such Borrowing is comprised of such Loans.

                                   ARTICLE II
                              THE CREDIT FACILITIES

                  SECTION 2.01 COMMITMENTS TO LEND.

                  (a) REVOLVING  LOANS.  Subject to the terms and conditions set
forth herein,  each Revolving Lender severally agrees to make Revolving Loans to
the  Company  pursuant  to this  SECTION  2.01(A)  from time to time  during the
Availability  Period in amounts such that its Revolving  Outstandings  shall not
exceed (after giving effect to all Revolving Loans repaid, all reimbursements of
L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with
the making of any Revolving  Loans) its  Revolving  Commitment;  PROVIDED  that,
immediately  after giving effect to each such Revolving  Loan, (i) the aggregate
Revolving  Outstandings shall not exceed the Revolving Committed Amount and (ii)
with respect to each Revolving Lender  individually,  such Lender's  outstanding
Revolving  Loans plus its (other than the Swing Line Lender's in its capacity as
such)  Participation   Interests  in  outstanding  Swing  Line  Loans  plus  its
Participation  Interests in outstanding  L/C  Obligations  shall not exceed such
Lender's Revolving Commitment Percentage of the Revolving Committed Amount. Each
Revolving  Borrowing  comprised  of  Eurodollar  Loans shall be in an  aggregate
principal  amount of  $500,000  or any larger  multiple  of  $100,000,  and each
Revolving  Borrowing  comprised  of Base  Rate  Loans  shall be in an  aggregate
principal amount of $500,000 or any larger multiple of $100,000 (except that any
such  Borrowing  may  be  in  the  aggregate  amount  of  the  unused  Revolving
Commitments  and  any  L/C  Borrowing  may be in  the  aggregate  amount  of any
outstanding  Unreimbursed Amounts owed to one or more L/C Issuers as provided in
SECTION  2.05(F)(IV))  and  shall be made  from the  several  Revolving  Lenders
ratably in  proportion to their  respective  Revolving  Commitments.  Within the
foregoing limits, the Company may borrow under this SECTION 2.01(A),  repay, or,
to the extent  permitted by SECTION 2.09,  prepay,  Revolving Loans and reborrow
under THIS SECTION 2.01(A).

                  (b) TERM B  CLOSING  DATE  LOANS.  Subject  to the  terms  and
conditions set forth herein, each Term B Closing Date Lender severally agrees to
make a Term B  Closing  Date  Loan  to the  Company  on the  Closing  Date  in a
principal  amount not exceeding its Term B Closing Date  Commitment.  The Term B
Closing  Date  Borrowing  shall be made from the  several  Term B  Closing  Date
Lenders  ratably  in  proportion  to  their   respective  Term  B  Closing  Date
Commitments.  The Term B Closing Date  Commitments  are not revolving in nature,
and  amounts  repaid  or  prepaid  prior  to the Term  Maturity  Date may not be
reborrowed.


                                      -42-
<PAGE>

                  (c) TERM B  DELAYED  DRAW  LOANS.  Subject  to the  terms  and
conditions set forth herein, each Term B Delayed Draw Lender severally agrees to
make a Term B Delayed  Draw Loan to the Company on one date as  requested by the
Company  pursuant to SECTION 2.02 in the period  commencing  on the Closing Date
and ending on the date  numerically  corresponding  to the  Closing  Date in the
calendar  month which is six months  after the Closing Date (the "TERM B DELAYED
DRAW  TERMINATION  DATE") in a principal amount not exceeding its Term B Delayed
Draw  Commitment.  The Term B  Delayed  Draw  Borrowing  shall be made  from the
several Term B Delayed Draw Lenders  ratably in proportion  to their  respective
Term B Delayed Draw  Commitments.  The Term B Delayed Draw  Commitments  are not
revolving in nature,  and amounts  repaid or prepaid  prior to the Term Maturity
Date may not be reborrowed.

                  (d)  FACILITIES  INCREASE  TERM LOANS.  Each Term B Lender (or
Affiliate or Approved Fund  thereof) or Eligible  Assignee  having,  in its sole
discretion, committed to a Facilities Increase pursuant to SECTION 2.10(A) shall
agree as part of such commitment that, on the Facilities  Increase Date for such
Facilities  Increase  in the  aggregate  Term B  Commitments,  on the  terms and
subject to the  conditions  set forth in its  commitment  therefor or  otherwise
agreed to as part of such  commitment or set forth in this  Agreement as amended
in connection with such Facilities Increase, such Term B Lender (or Affiliate or
Approved  Fund  thereof)  or  Eligible  Assignee  will make a Term B Loan of the
applicable  Class  to the  Company  on the  Facilities  Increase  Date  for such
Facilities  Increase in a principal amount not to exceed such commitment to such
Facilities Increase.

                  (e) SWING LINE LOANS.

                                    (i) Subject to the terms and  conditions set
                  forth herein,  the Swing Line Lender agrees,  in reliance upon
                  the  agreements  of the other  Revolving  Lenders set forth in
                  this  SUBSECTION  (E),  to  make a  portion  of the  Revolving
                  Commitments  available to the Company from time to time during
                  the  Availability  Period by making  Swing  Line  Loans to the
                  Company in Dollars  (each such loan,  a "SWING LINE LOAN" and,
                  collectively,  the "SWING LINE LOANS");  PROVIDED that (A) the
                  aggregate principal amount of the Swing Line Loans outstanding
                  at any one time  shall not  exceed  the Swing  Line  Committed
                  Amount,  (B) with  regard to each Lender  individually  (other
                  than the Swing  Line  Lender in its  capacity  as such),  such
                  Lender's  outstanding  Revolving Loans plus its  Participation
                  Interests   in   outstanding   Swing   Line   Loans  plus  its
                  Participation  Interests in outstanding L/C Obligations  shall
                  not at any time  exceed  such  Lender's  Revolving  Commitment
                  Percentage of the Revolving  Committed Amount, (C) with regard
                  to  the  Revolving  Lenders  collectively,   the  sum  of  the
                  aggregate  principal  amount of Swing Line  Loans  outstanding
                  plus the aggregate amount of Revolving Loans  outstanding plus
                  the aggregate amount of L/C Obligations  outstanding shall not
                  exceed the Revolving  Committed  Amount and (D) the Swing Line
                  Committed  Amount  shall  not  exceed  the  aggregate  of  the
                  Revolving  Commitments then in effect.  Swing Line Loans shall
                  be made and  maintained  as Base Rate  Loans and may be repaid
                  and reborrowed in accordance with the provisions  hereof prior
                  to the Swing Line  Termination  Date.  Swing Line Loans may be
                  made notwithstanding the fact that such Swing Line Loans, when
                  aggregated  with  the  Swing  Line  Lender's  other  Revolving
                  Outstandings,  exceeds its Revolving Commitment.  The proceeds
                  of a Swing  Line  Borrowing  may not be  used,  in whole or in
                  part, to refund any prior Swing Line Borrowing.

                                    (ii) The principal  amount of all Swing Line
                  Loans  shall be due and  payable  on the  earliest  of (A) the
                  maturity  date  agreed to by the  Swing  Line  Lender  and the
                  Company  with  respect to such Swing Line Loan;  (B) the Swing
                  Line  Termination  Date,  (C) the occurrence of any proceeding
                  with respect to the Company under any Debtor Relief Law or (D)
                  the  acceleration  of  any  Loan  or  the  termination  of the
                  Revolving Commitments pursuant to SECTION 8.02.


                                      -43-
<PAGE>

                                    (iii)  With  respect to any Swing Line Loans
                  that have not been voluntarily  prepaid by the Company or paid
                  by the Company  when due under  CLAUSE  (II) above,  the Swing
                  Line  Lender (by request to the  Administrative  Agent) or the
                  Administrative  Agent at any time may, on one  Business  Day's
                  notice,  require each  Revolving  Lender,  including the Swing
                  Line Lender,  and each such Lender hereby  agrees,  subject to
                  the  provisions of this SECTION  2.01(E),  to make a Revolving
                  Loan (which shall be initially  funded as a Base Rate Loan) in
                  an  amount  equal  to  such  Lender's   Revolving   Commitment
                  Percentage  of  the  amount  of  the  Swing  Line  Loans  (the
                  "REFUNDED SWING LINE LOANS") outstanding on the date notice is
                  given.

                                    (iv) In the case of Revolving  Loans made by
                  Lenders  other than the Swing Line Lender  under  CLAUSE (III)
                  above, each such Revolving Lender shall make the amount of its
                  Revolving Loan available to the Administrative  Agent, in same
                  day funds, at the  Administrative  Agent's  Office,  not later
                  than 1:00 P.M. on the  Business Day next  succeeding  the date
                  such notice is given.  The  proceeds of such  Revolving  Loans
                  shall be  immediately  delivered to the Swing Line Lender (and
                  not to the Company)  and applied to repay the  Refunded  Swing
                  Line  Loans.  On the day such  Revolving  Loans are made,  the
                  Swing Line  Lender's  Revolving  Commitment  Percentage of the
                  Refunded  Swing Line Loans shall be deemed to be paid with the
                  proceeds of a Revolving Loan made by the Swing Line Lender and
                  such  portion  of the Swing  Line  Loans  deemed to be so paid
                  shall no longer be  outstanding  as Swing Line Loans and shall
                  instead  be  outstanding  as  Revolving   Loans.  The  Company
                  authorizes the Administrative  Agent and the Swing Line Lender
                  to charge the Company's account with the Administrative  Agent
                  (up to the amount  available in such  account) in order to pay
                  immediately  to the  Swing  Line  Lender  the  amount  of such
                  Refunded Swing Line Loans to the extent amounts  received from
                  the Revolving Lenders, including amounts deemed to be received
                  from the Swing Line  Lender,  are not  sufficient  to repay in
                  full such  Refunded  Swing Line  Loans.  If any portion of any
                  such  amount  paid (or  deemed to be paid) to the  Swing  Line
                  Lender should be recovered by or on behalf of the Company from
                  the Swing Line Lender in  bankruptcy,  by  assignment  for the
                  benefit of creditors or  otherwise,  the loss of the amount so
                  recovered shall be ratably shared among all Revolving  Lenders
                  in the manner contemplated by SECTION 2.13.

                                    (v) A copy of each notice given by the Swing
                  Line Lender pursuant to this SECTION 2.01(E) shall be promptly
                  delivered by the Swing Line Lender to the Administrative Agent
                  and the  Company.  Upon the  making of a  Revolving  Loan by a
                  Revolving Lender pursuant to this SECTION 2.01(E),  the amount
                  so  funded   shall  no  longer  be  owed  in  respect  of  its
                  Participation  Interest  in the  related  Refunded  Swing Line
                  Loans.

                                    (vi) If as a result of any proceeding  under
                  any Debtor Relief Law,  Revolving  Loans are not made pursuant
                  to this SECTION  2.01(E)  sufficient to repay any amounts owed
                  to the  Swing  Line  Lender  as a result  of a  nonpayment  of
                  outstanding  Swing Line Loans, each Revolving Lender agrees to
                  purchase,   and  shall  be  deemed   to  have   purchased,   a
                  participation  in such  outstanding  Swing  Line  Loans  in an
                  amount equal to its  Revolving  Commitment  Percentage  of the
                  unpaid amount together with accrued interest thereon. Upon one
                  Business  Day's  notice  from  the  Swing  Line  Lender,  each
                  Revolving  Lender  shall  deliver to the Swing Line  Lender an
                  amount equal to its respective  Participation Interest in such
                  Swing  Line Loans in same day funds at the office of the Swing
                  Line Lender  specified  or referred  to in SECTION  10.02.  In
                  order to evidence such  Participation  Interest each Revolving
                  Lender agrees to enter into a  participation  agreement at the
                  request  of the  Swing  Line  Lender  in  form  and  substance
                  reasonably  satisfactory  to all  parties.  In the  event  any
                  Revolving  Lender  fails to make  available  to the Swing Line
                  Lender the  amount of such  Revolving  Lender's  Participation
                  Interest as provided in this  SECTION  2.01(E)(VI),  the Swing
                  Line Lender shall be entitled to recover such amount on demand
                  from such  Revolving  Lender  together  with  interest  at the
                  customary  rate set by the Swing Line Lender for correction of
                  errors  among banks in New York City for one  Business Day and
                  thereafter  at the Base Rate plus the then  Applicable  Margin
                  for Base Rate Loans.


                                      -44-
<PAGE>

                                    (vii) Each Revolving Lender's  obligation to
                  make  Revolving  Loans  pursuant  to CLAUSE  (IV) above and to
                  purchase  Participation  Interests in  outstanding  Swing Line
                  Loans  pursuant to CLAUSE  (VI) above  shall be  absolute  and
                  unconditional  and shall not be affected by any  circumstance,
                  including (without limitation) (i) any set-off,  counterclaim,
                  recoupment, defense or other right which such Revolving Lender
                  or any other  Person may have  against the Swing Line  Lender,
                  the Company or any other Loan Party,  (ii) the  occurrence  or
                  continuance  of a  Default  or an  Event  of  Default  or  the
                  termination  or  reduction  in the  amount  of  the  Revolving
                  Commitments  after any such Swing Line Loans were made,  (iii)
                  any adverse  change in the condition  (financial or otherwise)
                  of the  Company or any other  Person,  (iv) any breach of this
                  Agreement or any other Finance  Document by the Company or any
                  other Lender,  (v) whether any condition  specified in ARTICLE
                  IV is then satisfied or (vi) any other circumstance, happening
                  or event whatsoever,  whether or ---------- not similar to any
                  of the  forgoing.  If such  Lender  does not pay  such  amount
                  forthwith upon the Swing Line Lender's  demand  therefor,  and
                  until such time as such Lender makes the required payment, the
                  Swing  Line  Lender  shall  be  deemed  to  continue  to  have
                  outstanding  Swing  Line  Loans in the  amount of such  unpaid
                  Participation   Interest  for  all  purposes  of  the  Finance
                  Documents  other than  those  provisions  requiring  the other
                  Lenders to purchase a  participation  therein.  Further,  such
                  Lender  shall be deemed to have  assigned any and all payments
                  made of  principal  and  interest on its Loans,  and any other
                  amounts due to it  hereunder  to the Swing Line Lender to fund
                  Swing Line Loans in the amount of the  Participation  Interest
                  in Swing  Line  Loans  that such  Lender  failed  to  purchase
                  pursuant to this  SECTION  2.01(E)(VII)  until such amount has
                  been purchased (as a result of such assignment or otherwise).


                  SECTION 2.02 NOTICE OF BORROWINGS.

                  (a) BORROWINGS OTHER THAN SWING LINE LOANS. Except in the case
of  Swing  Line  Loans  and  L/C   Borrowings,   the  Company   shall  give  the
Administrative  Agent a Notice of Borrowing not later than 12:00 P.M. on (i) the
date of the proposed Base Rate Borrowing, which shall be a Business Day and (ii)
the third  Business  Day before each  Eurodollar  Borrowing  (unless the Company
wishes to request an Interest  Period for such  Borrowing  other than one,  two,
three or six months in  duration  as provided  in the  definition  of  "INTEREST
PERIOD",  in which case on the fourth  Business Day before each such  Eurodollar
Borrowing), specifying:

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

                                    (ii) the aggregate amount of such Borrowing;

                                    (iii)  the  Class  and  initial  Type of the
                  Loans comprising such Borrowing; and

                                    (iv) in the case of a Eurodollar  Borrowing,
                  the  duration  of  the  initial  Interest  Period   applicable
                  thereto,  subject  to  the  provisions  of the  definition  of
                  Interest Period and to SECTION 2.06(A); and

                                    (v)  the  location  (which  must  be in  the
                  United  States) and number of the  Company's  account to which
                  funds  are  to be  disbursed,  which  shall  comply  with  the
                  requirements of SECTION 2.03.


                                      -45-
<PAGE>

If the duration of the initial  Interest Period is not specified with respect to
any  requested  Eurodollar  Borrowing,  then the Company shall be deemed to have
selected an initial  Interest Period of one month,  subject to the provisions of
the definition of Interest Period and to SECTION 2.06(A).

                  (b) SWING LINE  BORROWINGS.  The Company shall request a Swing
Line Loan by written notice (or telephone notice promptly  confirmed in writing)
substantially in the form of EXHIBIT A-4 hereto (a "SWING LINE LOAN Request") to
the Swing Line Lender and the  Administrative  Agent not later than 3:00 P.M. on
the Business  Day of the  requested  Swing Line Loan.  Each such notice shall be
irrevocable and shall specify (i) that a Swing Line Loan is requested,  (ii) the
date of the requested  Swing Line Loan (which shall be a Business Day) and (iii)
the  principal  amount of the Swing  Line Loan  requested.  Each Swing Line Loan
shall be made as a Base Rate Loan and,  subject  to SECTION  2.01(E)(II),  shall
have such  maturity  date as agreed to by the Swing Line  Lender and the Company
upon  receipt by the Swing Line Lender of the Swing Line Loan  Request  from the
Company.

                  (c)  L/C  BORROWINGS.  Each  L/C  Borrowing  shall  be made as
specified in SECTION 2.05(F)(IV) without the necessity of a Notice of Borrowing.

                  SECTION 2.03 NOTICE TO LENDERS; FUNDING OF LOANS.

                  (a)  NOTICE  TO  LENDERS.  If the  Company  has  requested  an
Interest  Period of other than one,  two,  three or six months in duration,  the
Administrative Agent shall give prompt notice of such request to the Lenders and
determine  whether the requested  Interest  Period is acceptable to all of them.
Not later than 11:00 A.M. on the third Business Day before the requested date of
such a Eurodollar  Borrowing,  the Administrative Agent shall notify the Company
(which notice may be by telephone)  whether or not the requested interest Period
has been consented to by all the Lenders. Upon receipt of a Notice of Borrowing,
the  Administrative  Agent shall  promptly  notify each Lender of such  Lender's
ratable share (if any) of the Borrowing referred to therein,  and such Notice of
Borrowing shall not thereafter be revocable by the Company.

                  (b) FUNDING OF LOANS.

                                    (i) Not later than 1:00 P.M.  on the date of
                  each  Borrowing  (other than a Swing Line  Borrowing and a L/C
                  Borrowing),  each  Lender  participating  therein  shall  make
                  available  its share of such  Borrowing,  in  Federal or other
                  immediately  available funds, to the  Administrative  Agent at
                  the Administrative  Agent's Office.  Unless the Administrative
                  Agent  determines that any applicable  condition  specified in
                  ARTICLE IV has not been satisfied,  the  Administrative  Agent
                  shall make the funds so received  available  to the Company in
                  like funds as received by the  Administrative  Agent either by
                  (i)  crediting the account of the Company on the books of Bank
                  of America with the amount of such funds or (ii) wire transfer
                  of such funds,  in each case in accordance  with  instructions
                  provided to (and reasonably  acceptable to) the Administrative
                  Agent by the Company in the applicable Notice of Borrowing or,
                  if a  Borrowing  shall  not  occur on such  date  because  any
                  condition  precedent herein shall not have been met,  promptly
                  return the  amounts  received  from the Lenders in like funds,
                  without interest.

                                    (ii) Not later than 3:00 P.M. on the date of
                  each Swing Line Borrowing, the Swing Line Lender shall, unless
                  the  Administrative  Agent shall have  notified the Swing Line
                  Lender that any applicable  condition  specified in ARTICLE IV
                  has not been  satisfied,  make  available  the  amount of such
                  Swing  Line  Borrowing,   in  Federal  or  other   immediately
                  available  funds,  to the  Company at the Swing Line  Lender's
                  address referred to in SECTION 10.02.

                                      -46-
<PAGE>

                                    (iii) Not later  than 1:00 P.M.  on the date
                  of each  L/C  Borrowing,  each  Revolving  Lender  shall  make
                  available  its share of such  Borrowing,  in  Federal or other
                  immediately  available funds, to the  Administrative  Agent at
                  the Administrative  Agent's Office.  Unless the Administrative
                  Agent  determines that any applicable  condition  specified in
                  ARTICLE IV has not been satisfied  (other than the delivery of
                  a Notice of Borrowing),  the Administrative  Agent shall remit
                  the funds so  received  to the L/C  Issuer  which  has  issued
                  Letters of Credit having outstanding  Unreimbursed  Amounts as
                  contemplated by SECTION 2.05(F)(V).

                  (c) FUNDING BY THE  ADMINISTRATIVE  AGENT IN  ANTICIPATION  OF
AMOUNTS  DUE FROM THE  LENDERS.  Unless  the  Administrative  Agent  shall  have
received  notice from a Lender prior to the proposed date of any Borrowing  that
such Lender will not make  available to the  Administrative  Agent such Lender's
share of such Borrowing,  the  Administrative  Agent may assume that such Lender
has made such share  available to the  Administrative  Agent on the date of such
Borrowing  in  accordance  with  SUBSECTION  (B) of this SECTION  2.03,  and the
Administrative  Agent may, in reliance upon such  assumption,  make available to
the Company on such date a corresponding  amount. In such event, if a Lender has
not in  fact  made  its  share  of the  applicable  Borrowing  available  to the
Administrative Agent, then the applicable Lender and the Company severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount
in  immediately  available  funds with interest  thereon,  for each day from and
including  the date such amount is made  available to the Company but  excluding
the date of payment to the Administrative Agent, at (i) in the case of a payment
to be made by such  Lender,  the  greater of the  Federal  Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on  interbank  compensation  and (ii) in the case of a payment to be made by the
Company,  the interest rate applicable  thereto pursuant to SECTION 2.06. If the
Company and such Lender shall pay such interest to the Administrative  Agent for
the same or an overlapping period, the Administrative Agent shall promptly remit
to the Company the amount of such  interest paid by the Company for such period.
If such Lender pays its share of the applicable  Borrowing to the Administrative
Agent,  then the amount so paid shall  constitute such Lender's Loan included in
such  Borrowing.  Any payment by the Company  shall be without  prejudice to any
claim the Company may have  against a Lender that shall have failed to make such
payment to the Administrative  Agent. A notice of the Administrative  Agent to a
Lender or the Company with respect to any amount owing under this SUBSECTION (C)
shall be conclusive, absent manifest error.

                  (d) FAILED LOANS. If any Lender shall fail to make any Loan (a
"FAILED LOAN") which such Lender is otherwise obligated hereunder to make to the
Company on the date of Borrowing thereof, and the Administrative Agent shall not
have  received  notice  from the  Company  or such  Lender  that  any  condition
precedent to the making of the Failed Loan has not been satisfied,  then,  until
such  Lender  shall  have made or be deemed to have made  (pursuant  to the last
sentence of this SUBSECTION  (D)) the Failed Loan in full or the  Administrative
Agent  shall have  received  notice  from the  Company or such  Lender  that any
condition  precedent  to the making of the Failed Loan was not  satisfied at the
time the Failed Loan was to have been made,  whenever the  Administrative  Agent
shall  receive any amount from the Company for the account of such  Lender,  (i)
the amount so received (up to the amount of such Failed Loan) will, upon receipt
by the  Administrative  Agent,  be deemed  to have  been  paid to the  Lender in
satisfaction  of the obligation for which paid,  without actual  disbursement of
such amount to the Lender,  (ii) the Lender will be deemed to have made the same
amount available to the  Administrative  Agent for disbursement as a Loan to the
Company  (up to the  amount of such  Failed  Loan) and (iii) the  Administrative
Agent will  disburse  such  amount (up to the amount of the Failed  Loan) to the
Company  or,  if the  Administrative  Agent  has  previously  made  such  amount
available  to the  Company on behalf of such Lender  pursuant to the  provisions
hereof,  reimburse  itself (up to the amount of the amount made available to the
Company);  PROVIDED,  HOWEVER,  that  the  Administrative  Agent  shall  have no
obligation  to disburse any such amount to the Company or otherwise  apply it or
deem it applied as provided  herein unless the  Administrative  Agent shall have
determined  in its sole  discretion  that to so  disburse  such  amount will not
violate  any  Law,   rule,   regulation   or   requirement   applicable  to  the
Administrative  Agent. Upon any such disbursement by the  Administrative  Agent,
such  Lender  shall be deemed to have made a Base Rate Loan of the same Class as
the Failed Loan to the Company in satisfaction,  to the extent thereof,  of such
Lender's obligation to make the Failed Loan.


                                      -47-
<PAGE>


                  SECTION 2.04 EVIDENCE OF LOANS.

                  (a) LENDER  AND  ADMINISTRATIVE  AGENT  ACCOUNTS;  NOTES.  The
Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records  maintained  by such  Lender and by the  Administrative  Agent in the
ordinary  course  of  business.  The  accounts  or  records  maintained  by  the
Administrative  Agent and each Lender shall be conclusive  absent manifest error
of the amount of the Credit  Extensions  made by the  Lenders to the Company and
the  interest  and  payments  thereon.  Any failure to so record or any error in
doing so shall not,  however,  limit or otherwise  affect the  obligation of the
Company  hereunder  to pay any amount  owing with  respect to the Senior  Credit
Obligations.  In the event of any  conflict  between  the  accounts  and records
maintained  by any Lender and the  accounts  and  records of the  Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall  control in the absence of manifest  error.  Upon the request of any
Lender made through the  Administrative  Agent,  the Company  shall  execute and
deliver to such Lender  (through the  Administrative  Agent) a single  Revolving
Note,  Term B Closing Date Note or Term B Delayed Draw Note, as  applicable,  in
each case,  substantially in the form of EXHIBIT B-1, B-2 or B-3, as applicable,
payable to the order of such Lender for the account of its Lending  Office in an
amount  equal  to  the  aggregate  unpaid  principal  amount  of  such  Lender's
Revolving,  Term B Closing  Date, or Term B Delayed Draw Loans,  as  applicable,
which  shall  evidence  such  Lender's  Loans in  addition  to such  accounts or
records.  If requested  by the Swing Line Lender,  the Swing Line Loans shall be
evidenced by a single Swing Line Note, substantially in the form of EXHIBIT B-4,
payable  to the  order  of the  Swing  Line  Lender  in an  amount  equal to the
aggregate unpaid  principal  amount of the Swing Line Loans.  Each Lender having
one or more Notes  shall  record the date,  amount,  Class and Type of each Loan
made by it and the date and  amount of each  payment  of  principal  made by the
Company with respect  thereto,  and may, if such Lender so elects in  connection
with any transfer or enforcement of any Note,  endorse on the reverse side or on
the schedule,  if any, forming a part thereof appropriate  notations to evidence
the  foregoing  information  with  respect to each  outstanding  Loan  evidenced
thereby; PROVIDED that the failure of any Lender to make any such recordation or
endorsement or any error in any such recordation or endorsement shall not affect
the obligations of the Company  hereunder or under any such Note. Each Lender is
hereby irrevocably authorized by the Company so to endorse each of its Notes and
to  attach to and make a part of each of its  Notes a  continuation  of any such
schedule as and when required.

                  (b)  CERTAIN  PARTICIPATION  INTERESTS.  In  addition  to  the
accounts and records  referred to in SUBSECTION  (A) above,  each Lender and the
Administrative  Agent  shall  maintain  in  accordance  with its usual  practice
accounts  or  records   evidencing   purchases  and  sales  by  such  Lender  of
Participation  Interests in Letters of Credit and Swing Line Loans. In the event
of  any  conflict   between  the  accounts   and  records   maintained   by  the
Administrative  Agent and the  accounts  and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

                  SECTION 2.05 LETTERS OF CREDIT.

                  (a) EXISTING LETTERS OF CREDIT.  On the Closing Date, each L/C
Issuer that has issued an  Existing  Letter of Credit  shall be deemed,  without
further action by any party hereto, to have sold to each Revolving  Lender,  and
each such Revolving Lender shall be deemed,  without further action by any party
hereto,  to have  purchased  from  each such L/C  Issuer,  without  recourse  or
warranty, an undivided  participation interest in such Existing Letter of Credit
and the related L/C  Obligations  in the  proportion  its  Revolving  Commitment
Percentage  bears to the Revolving  Committed  Amount (although any fronting fee
payable under SECTION 2.11 shall be payable directly to the Administrative Agent
for the accounting of each  applicable  L/C Issuer,  and the Lenders (other than
the  applicable  L/C Issuer)  shall have no right to receive any portion of such
fronting fee) and any security therefore or guaranty  pertaining thereto. On and
after the Closing Date, each Existing Letter of Credit shall constitute a Letter
of Credit for all purposes hereof.


                                      -48-
<PAGE>

                  (b)  ADDITIONAL  LETTERS OF  CREDIT.  Subject to the terms and
conditions set forth herein,  (i) each L/C Issuer  agrees,  in reliance upon the
agreements of the other  Revolving  Lenders set forth in this SECTION 2.05,  (A)
from time to time on any  Business  Day during the period from the Closing  Date
until the Letter of Credit  Expiration  Date, to issue standby Letters of Credit
for the  account,  and upon the  request,  of the  Company  (or  jointly for the
account of the Company and any Subsidiary that is not a Project  Subsidiary) and
in  support of  obligations  of the  Company or one or more of its  Subsidiaries
(other than any Project  Subsidiary)  (including,  (x) obligations in respect of
and in lieu of  deposits  or  security  guarantees  in the  ordinary  course  of
business,  (y) to provide  support  for  performance,  payment or appeal  bonds,
indemnity obligations or other surety,  including,  without limitation,  workers
compensation  insurance and (z) for such other general corporate purposes as the
L/C  Issuer  may  agree in its  reasonable  discretion),  and to amend or extend
Letters of Credit  previously  issued by it, in accordance  with  SUBSECTION (D)
below,  and (B) to honor  drawings  under its  Letters of Credit,  and (ii) each
Revolving Lender severally agrees to participate in Letters of Credit issued for
the account of the Company or its  Subsidiaries  and any drawing  thereunder  in
accordance  with  the  provisions  of  SUBSECTION  (F)  below;   PROVIDED  that,
immediately  after each Letter of Credit is issued,  (i) the aggregate amount of
the L/C  Obligations  shall not  exceed  the L/C  Sublimit,  (ii) the  Revolving
Outstandings  shall not exceed  the  Revolving  Committed  Amount and (iii) with
respect to each individual Revolving Lender, the aggregate outstanding principal
amount  of  the  Revolving  Lender's  Revolving  Loans  plus  its  Participation
Interests in  outstanding  L/C  Obligations  plus its (other than the Swing Line
Lender's)  Participation  Interests  in  outstanding  Swing Line Loans shall not
exceed such Revolving Lender's Revolving Commitment  Percentage of the Revolving
Committed  Amount.  Each request by the Company or a Subsidiary for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by the
Company and such  Subsidiary  that the  issuance or  amendment of such Letter of
Credit  complies with the  conditions  set forth in the proviso to the preceding
sentence.  Within the foregoing limits,  and subject to the terms and conditions
hereof,  the  Company's  ability  to obtain  Letters  of  Credit  shall be fully
revolving,  and  accordingly  the Company  may,  during the period  specified in
CLAUSE (I)(A) above,  obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed.

                  (c) CERTAIN LIMITATIONS ON ISSUANCES OF LETTERS OF CREDIT.

                                    (i) No L/C Issuer  shall issue any Letter of
                  Credit, if (A) subject to SUBSECTION (D) below with respect to
                  Auto-Extension  Letters  of Credit,  the  expiry  date of such
                  requested Letter of Credit would occur more than twelve months
                  after  the date of  issuance  or last  extension,  unless  the
                  Required  Revolving  Lenders have approved such expiry date or
                  (B) the expiry date of such  requested  letter of Credit would
                  occur after the Letter of Credit  Expiration Date,  unless all
                  the Lenders have  approved such expiry date or (C) such Letter
                  of Credit  is to be used for any  purpose  other  than for its
                  general  corporate  purposes  unless  the  Required  Revolving
                  Lenders have consented thereto.

                                    (ii)  No  L/C  Issuer  shall  be  under  any
                  obligation  to issue any  Additional  Letter of Credit if: (A)
                  any order,  judgment or decree of any  Governmental  Authority
                  shall by its  terms  purport  to enjoin  or  restrain  the L/C
                  Issuer from issuing such Additional  Letter of Credit,  or any
                  Law  applicable to such L/C Issuer or any request or directive
                  (whether  or not having a force of Law) from any  Governmental
                  Authority  with   jurisdiction  over  such  L/C  Issuer  shall
                  prohibit,  or request that such L/C Issuer  refrain from,  the
                  issuance  of letters of credit  generally  or such  Additional
                  Letter of Credit in  particular  or shall impose upon such L/C
                  Issuer with  respect to such  Additional  Letter of Credit any
                  restriction,  reserve or capital  requirement  (for which such
                  L/C  Issuer is not  otherwise  compensated  hereunder)  not in
                  effect on the  Closing  Date,  or shall  impose  upon such L/C
                  Issuer any  unreimbursed  loss,  cost or expense which was not
                  applicable  on the  Closing  Date and which such L/C Issuer in
                  good faith  deems  material  to it; (B) the  issuance  of such
                  Additional  Letter of Credit shall  violate any Laws or one or
                  more  policies  of such L/C  Issuer;  (C) except as  otherwise
                  reasonably  agreed  by  the   Administrative   Agent  and  the
                  applicable L/C Issuer,  such Letter of Credit is in an initial
                  face amount less than  $100,000;  (D) such Letter of Credit is
                  to be denominated  in a currency other than Dollars;  or (E) a
                  default of any Revolving  Lender's  obligations  to fund under
                  SUBSECTION  (F)(IV)  or (VI)  below  exists  or any  Revolving
                  Lender is at such time a Defaulting Lender  hereunder,  unless
                  the L/C Issuer has entered into satisfactory arrangements with
                  the  Company or such  Revolving  Lender to  eliminate  the L/C
                  issuer's risk with respect to such Revolving Lender.


                                      -49-
<PAGE>


                                    (iii) No L/C issuer  shall  amend any Letter
                  of Credit if the L/C  Issuer  would not be  permitted  at such
                  time to issue such Letter of Credit in its amended  form under
                  the terms hereof.

                                    (iv)  No  L/C  issuer  shall  be  under  any
                  obligation to amend any Letter of Credit if (A) the L/C Issuer
                  would have no  obligation at such time to issue such Letter of
                  Credit in its amended form under the terms hereof,  or (B) the
                  beneficiary  of such  Letter of  Credit  does not  accept  the
                  proposed amendment to such Letter of Credit.

                                    (v) Each L/C  Issuer  shall act on behalf of
                  the  Revolving  Lenders  with respect to any Letters of Credit
                  issued by it and the documents associated therewith,  and each
                  L/C issuer shall have all of the benefits and  immunities  (A)
                  provided  to the  Administrative  Agent  in  ARTICLE  IX  with
                  respect to any acts taken or  omissions  suffered  by such L/C
                  issuer in  connection  with Letters of Credit  issued by it or
                  proposed to be issued by it and the L/C  Documents  pertaining
                  to  such   Letters   of   Credit  as  fully  as  if  the  term
                  "Administrative Agent" as used in ARTICLE IX included such L/C
                  Issuer  with  respect  to such acts or  omissions,  and (B) as
                  additionally provided herein with respect to such L/C Issuer.

                  (d)  PROCEDURES  FOR  ISSUANCE  AND  AMENDMENT  OF  LETTERS OF
CREDIT; AUTO-EXTENSION LETTERS OF CREDIT.

                                    (i) Each Letter of Credit shall be issued or
                  amended,  as the case may be,  upon the request of the Company
                  delivered  to the  applicable  L/C Issuer  (with a copy to the
                  Administrative Agent) substantially in the form of EXHIBIT A-3
                  hereto (a "LETTER OF CREDIT REQUEST"), appropriately completed
                  and  signed by a  Responsible  Officer  of the  Company.  Such
                  Letter of Credit  Request  must be  received by the L/C Issuer
                  and the Administrative Agent not later than 2:00 P.M. at least
                  two  Business  Days  (or  such  later  date  and  time  as the
                  Administrative  Agent  and  the  L/C  issuer  may  agree  in a
                  particular  instance  in their sole  discretion)  prior to the
                  proposed  issuance date or date of amendment,  as the case may
                  be.  In the case of a request  for an  initial  issuance  of a
                  Letter of Credit,  such Letter of Credit Request shall specify
                  in form and detail reasonably  satisfactory to the L/C Issuer:
                  (A) the  proposed  issuance  date of the  requested  Letter of
                  Credit  (which  shall  be a  Business  Day);  (B)  the  amount
                  thereof; (C) the expiry date thereof; (D) the name and address
                  of the beneficiary  thereof; (E) the documents to be presented
                  by such beneficiary in case of any drawing thereunder; (F) the
                  full  text  of  any   certificate  to  be  presented  by  such
                  beneficiary  in case of any drawing  thereunder;  and (G) such
                  other matters as the L/C Issuer may require.  In the case of a
                  request for an amendment of any outstanding  Letter of Credit,
                  such Letter of Credit Request shall specify in form and detail
                  satisfactory to the L/C Issuer: (A) the Letter of Credit to be
                  amended;  (B) the proposed  date of amendment  thereof  (which
                  shall be a  Business  Day);  (C) the  nature  of the  proposed
                  amendment;  and (D) such  other  matters as the L/C Issuer may
                  require.  If  requested  by the  applicable  L/C  Issuer,  the
                  Company  shall also submit a letter of credit  application  on
                  such L/C Issuer's standard form in connection with any request
                  for  the   issuance  or  amendment  of  a  Letter  of  Credit.
                  Additionally,  the Company shall furnish to the L/C Issuer and
                  the Administrative  Agent such other documents and information
                  pertaining  to such  requested  Letter of Credit  issuance  or
                  amendment,  including any L/C Documents,  as the L/C Issuer or
                  the Administrative Agent may require.

                                      -50-
<PAGE>

                                    (ii) Promptly after receipt of any Letter of
                  Credit   Request,   the  L/C  Issuer  will  confirm  with  the
                  Administrative  Agent (by  telephone  or in writing)  that the
                  Administrative  Agent has  received  a copy of such  Letter of
                  Credit  Request  from the Company  and, if not, the L/C Issuer
                  will  provide the  Administrative  Agent with a copy  thereof.
                  Unless the L/C Issuer has  received  written  notice  from any
                  Revolving Lender, the Administrative  Agent or any Loan Party,
                  at least  one  Business  Day  prior to the  requested  date of
                  issuance or amendment of the applicable Letter of Credit, that
                  one or more  applicable  conditions  contained  in  ARTICLE IV
                  shall not then be  satisfied,  then,  subject to the terms and
                  conditions  thereof,  the L/C Issuer  shall,  on the requested
                  date,  issue a Letter of Credit for the account of the Company
                  (or jointly for the account of the Company and the  applicable
                  Subsidiary)  or enter into the  applicable  amendment,  as the
                  case may be, in each case in accordance  with the L/C Issuer's
                  usual and customary business practices.

                                    (iii)  If the  Company  so  requests  in any
                  applicable  Letter of Credit  Request,  the L/C Issuer may, in
                  its sole and absolute  discretion,  agree to issue a Letter of
                  Credit  that has  automatic  extension  provisions  (each,  an
                  "AUTO-EXTENSION  LETTER OF  CREDIT");  PROVIDED  that any such
                  Auto-Extension  Letter of Credit must permit the L/C Issuer to
                  prevent any such extension at least once in each  twelve-month
                  period (commencing with the date of issuance of such Letter of
                  Credit) by giving prior notice to the beneficiary  thereof not
                  later  than a day (the  "NON-EXTENSION  NOTICE  DATE") in each
                  such  twelve-month  period to be agreed  upon at the time such
                  Letter of Credit is issued.  Unless otherwise  directed by the
                  L/C  Issuer,  the  Company  shall  not be  required  to make a
                  specific  request to the L/C  Issuer  for any such  extension.
                  Once an Auto-Extension  Letter of Credit has been issued,  the
                  Revolving  Lenders shall be deemed to have authorized (but may
                  not  require)  the L/C Issuer to permit the  extension of such
                  Letter  of  Credit  at any time to a date not  later  than the
                  Letter of Credit Expiration Date; PROVIDED,  HOWEVER, that the
                  L/C Issuer shall not permit any such  extension if (A) the L/C
                  Issuer has determined that it would not be permitted, or would
                  have no  obligation,  at such  time to issue  such  Letter  of
                  Credit  in its  revised  form (as  extended)  under  the terms
                  hereof (by reason of the  provisions of  SUBSECTION  (C)(I) or
                  (II) above or otherwise) or (B) it has received  notice (which
                  may be by  telephone  or in writing) on or before the day that
                  is five Business Days before the Non-Extension Notice Date (x)
                  from the  Administrative  Agent  that the  Required  Revolving
                  Lenders have elected not to permit such  extension or (y) from
                  the  Administrative  Agent,  any Revolving  Lender or any Loan
                  Party that one or more of the applicable  conditions specified
                  in SECTION 4.02 is not then  satisfied,  and in each such case
                  directing the L/C issuer not to permit such extension.

                                    (iv)  If  the  Company  so  requests  in any
                  applicable  Letter of Credit  Request,  the L/C Issuer may, in
                  its sole and absolute  discretion,  agree to issue a Letter of
                  Credit that permits the  automatic  reinstatement  of all or a
                  portion  of  the  stated  amount  thereof  after  any  drawing
                  thereunder (each, an  "AUTO-REINSTATEMENT  LETTER OF CREDIT").
                  Unless otherwise directed by the L/C Issuer, the Company shall
                  not be required  to make a specific  request to the L/C Issuer
                  to  permit  such  reinstatement.  Once  an  Auto-Reinstatement
                  Letter of Credit has been  issued,  except as  provided in the
                  following  sentence,  the Revolving Lenders shall be deemed to
                  have  authorized  (but  may not  require)  the L/C  Issuer  to
                  reinstate  all or a portion  of the stated  amount  thereof in
                  accordance  with the  provisions  of such  Letter  of  Credit.
                  Notwithstanding  the  foregoing,  if  such  Auto-Reinstatement
                  Letter  of  Credit  permits  the  L/C  Issuer  to  decline  to
                  reinstate  all or any  portion  of the stated  amount  thereof
                  after  a  drawing   thereunder   by  giving   notice  of  such
                  non-reinstatement within a specified number of days after such
                  drawing  (the  "NON-REINSTATEMENT  DEADLINE"),  the L/C issuer
                  shall not  permit  such  reinstatement  if it has  received  a
                  notice  (which may be by telephone or in writing) on or before
                  the   day   that   is   five    Business   Days   before   the
                  Non-Reinstatement  Deadline (A) from the Administrative  Agent
                  that the Required Revolving Lenders have elected not to permit
                  such reinstatement or (B) from the  Administrative  Agent, any
                  Revolving  Lender  or the  Company  that  one or  more  of the
                  applicable  conditions  specified  in Section 4.02 is not then
                  satisfied  (treating  such  reinstatement  as  an  L/C  Credit
                  Extension  for  purposes  of this  clause)  and, in each case,
                  directing the L/C issuer not to permit such reinstatement.


                                      -51-
<PAGE>

                                    (v)  Promptly  after  its  delivery  of  any
                  Letter of Credit or any  amendment to a Letter of Credit to an
                  advising  bank  with  respect  thereto  or to the  beneficiary
                  thereof,  the L/C Issuer will also  deliver to the Company and
                  the  Administrative  Agent a true  and  complete  copy of such
                  Letter of Credit or amendment.


                  (e)  PURCHASE  AND SALE OF LETTER  OF  CREDIT  PARTICIPATIONS.
Immediately  upon the  issuance  by an L/C  Issuer  of an  Additional  Letter of
Credit,  such L/C Issuer shall be deemed,  without  further  action by any party
hereto, to have sold to each Revolving  Lender,  and each Revolving Lender shall
be deemed,  without  further action by any party hereto,  to have purchased from
such L/C  Issuer,  without  recourse or  warranty,  an  undivided  participation
interest  in such  Letter of  Credit  and the  related  L/C  Obligations  in the
proportion its Revolving Commitment  Percentage bears to the Revolving Committed
Amount  (although  any fronting fee payable  under SECTION 2.11 shall be payable
directly  to the  Administrative  Agent for the  account of the  applicable  L/C
Issuer,  and the Lenders  (other  than such L/C  Issuer)  shall have no right to
receive  any  portion of any such  fronting  fee) and any  security  therefor or
guaranty  pertaining  thereto.  Upon any  change  in the  Revolving  Commitments
pursuant  to  SECTION  10.06,  there  shall be an  automatic  adjustment  to the
Participation  Interests in all  outstanding  Letters of Credit  (including  all
Existing  Letters  of Credit,  if any) and all L/C  Obligations  to reflect  the
adjusted  Revolving  Commitments of the assigning and assignee Lenders or of all
Lenders having Revolving Commitments, as the case may be.

                  (f) DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

                                    (i) Upon receipt from the beneficiary of any
                  Letter of Credit of any notice of a drawing  under such Letter
                  of Credit,  the applicable L/C Issuer shall notify the Company
                  and the  Administrative  Agent thereof and shall  determine in
                  accordance  with the terms of such  Letter  of Credit  whether
                  such drawing should be honored.  If the L/C Issuer  determines
                  that any such drawing shall be honored,  such L/C Issuer shall
                  make  available to such  beneficiary  in  accordance  with the
                  terms of such  Letter of Credit the amount of the  drawing and
                  shall  notify the Company and the  Administrative  Agent as to
                  the  amount  to be paid as a result  of such  drawing  and the
                  payment date (each such date, an "HONOR DATE").

                                    (ii) The Company  shall be  irrevocably  and
                  unconditionally  obligated  forthwith  to  reimburse  each L/C
                  Issuer  for any  amounts  paid by such  L/C  Issuer  upon  any
                  drawing under any Letter of Credit,  together with any and all
                  reasonable  charges and expenses  which the L/C Issuer may pay
                  or incur relative to such drawing.  Such reimbursement payment
                  shall be due and  payable  (i) at or before  11:00 A.M. on the
                  date the Honor Date if the L/C Issuer  notifies the Company of
                  such drawing at or before 10:00 A.M. on the Honor Date or (ii)
                  at or before 10:00 A.M. on the next succeeding Business Day if
                  such  notice is given  after  10:00  A.M.  on the Honor  Date;
                  PROVIDED that no payment  otherwise  required by this sentence
                  to be made by the  Company at or before  1:00 P.M.  on any day
                  shall be overdue  hereunder if  arrangements  for such payment
                  satisfactory  to the applicable L/C Issuer,  in its reasonable
                  discretion,  shall have been made by the  Company at or before
                  1:00 P.M. on such day and such payment is actually  made at or
                  before 3:00 P.M. on such day. In addition,  the Company agrees
                  to pay to the L/C Issuer interest,  payable on demand,  on any
                  and all amounts not paid by the Company to the L/C Issuer when
                  due  under  this  SUBSECTION  (F)(II),  for  each day from and
                  including  the  date  when  such  amount  becomes  due  to but
                  excluding the date such amount is paid in full, whether before
                  or after  judgment,  at a rate per annum  equal to the Default
                  Rate. Each  reimbursement  and other payment to be made by the
                  Company  pursuant to this CLAUSE (II) shall be made to the L/C
                  Issuer in Federal or other funds  immediately  available to it
                  at its address referred to in SECTION 10.02.


                                      -52-
<PAGE>

                                    (iii)  Subject  to the  satisfaction  of all
                  applicable  conditions  set forth in ARTICLE  IV, the  Company
                  may, at its option,  utilize the Swing Line  Commitment or the
                  Revolving Commitments,  or make other arrangements for payment
                  satisfactory to the L/C Issuer,  for the  reimbursement of all
                  L/C Disbursements as required by CLAUSE (II) above.

                                    (iv) With  respect to any L/C  Disbursements
                  that have not been  reimbursed  by the Company  when due under
                  CLAUSES (II) and (III) above (an "UNREIMBURSED  AMOUNT"),  the
                  applicable  L/C Issuer shall notify the  Administrative  Agent
                  and the  Administrative  Agent shall in turn  promptly  notify
                  each  Revolving  Lender of the Honor  Date,  the amount of the
                  Unreimbursed  Amount and the amount of such Revolving Lender's
                  pro-rata share thereof such Revolving  Lender's pro-rata share
                  of  such  unreimbursed  L/C  Disbursement  (determined  by the
                  proportion its Revolving  Commitment  Percentage  bears to the
                  aggregate  Revolving  Committed  Amount).  In such event,  the
                  Company shall be deemed to have  requested a Borrowing (a "L/C
                  BORROWING")  of  Revolving  Base Rate Loans to be disbursed on
                  the  Honor  Date  in  an   aggregate   amount   equal  to  the
                  Unreimbursed  Amount,   without  regard  to  the  minimum  and
                  multiples  specified  in SECTION  2.01(A),  but subject to the
                  amount of the unutilized portion of the Revolving  Commitments
                  and the  conditions  set forth in SECTION 4.02 (other than the
                  delivery of a Notice of  Borrowing),  and each such  Revolving
                  Lender hereby agrees to make a Revolving  Loan (which shall be
                  initially  funded as a Base Rate  Loan) in an amount  equal to
                  such   Lender's   Revolving   Commitment   Percentage  of  the
                  Unreimbursed  Amount  outstanding on the date notice is given.
                  Any such  notice  given by a L/C Issuer or the  Administrative
                  Agent  given  pursuant  to this  CLAUSE  (IV)  may be given by
                  telephone if immediately  confirmed in writing;  provided that
                  the lack of such an  immediate  confirmation  shall not affect
                  the conclusiveness or binding effect of such notice.

                                    (v) Each  Revolving  Lender  (including  any
                  Revolving  Lender  acting  as L/C  Issuer  in  respect  of any
                  Unreimbursed   Amount)   shall,   upon  any  notice  from  the
                  Administrative  Agent pursuant to CLAUSE (IV) above,  make the
                  amount of its Revolving Loan  available to the  Administrative
                  Agent,  in Dollars in Federal or other  immediately  available
                  funds same day funds,  at the  Administrative  Agent's Office,
                  not later than 1:00 P.M. on the Business Day specified in such
                  notice,   whereupon,   subject  to  CLAUSE  (VI)  below,  each
                  Revolving Lender that so makes funds available shall be deemed
                  to have made a Revolving Base Rate Loan to the Company in such
                  amount.  The  Administrative  Agent  shall  remit the funds so
                  received to the applicable L/C Issuer.


                                      -53-
<PAGE>

                                    (vi) With respect to any Unreimbursed Amount
                  that is not fully  refinanced by a L/C  Borrowing  pursuant to
                  CLAUSES (IV) and (V) above because the conditions set forth in
                  SECTION 4.02 cannot be satisfied or for any other reason,  the
                  L/C Issuer shall promptly notify the Administrative Agent, and
                  the Administrative  Agent shall promptly notify each Revolving
                  Lender  (other than the relevant  L/C  Issuer),  and each such
                  Revolving Lender shall promptly and unconditionally pay to the
                  Administrative Agent, for the account of such L/C Issuer, such
                  Revolving Lender's pro-rata share of such Unreimbursed  Amount
                  (determined  by  the   proportion  its  Revolving   Commitment
                  Percentage bears to the aggregate  Revolving Committed Amount)
                  in Dollars in Federal or other  immediately  available  funds.
                  Such payment from the Revolving Lenders shall be due (i) at or
                  before  1:00  P.M.  on the  date the  Administrative  Agent so
                  notifies a  Revolving  Lender,  if such  notice is given at or
                  before 10:00 A.M. on such date or (ii) at or before 10:00 A.M.
                  on the next succeeding Business Day, together with interest on
                  such amount for each day from and  including  the date of such
                  drawing to but excluding the day such payment is due from such
                  Revolving Lender at the Federal Funds Rate for such day (which
                  funds the  Administrative  Agent shall  promptly  remit to the
                  applicable L/C Issuer).  Each payment by a Revolving Lender to
                  the  Administrative  Agent for the account of an L/C Issuer in
                  respect of an Unreimbursed  Amount shall  constitute a payment
                  in respect of its Participation  Interest in related Letter of
                  Credit purchased pursuant to SUBSECTION (E) above. The failure
                  of  any   Revolving   Lender   to   make   available   to  the
                  Administrative  Agent for the  account  of an L/C  Issuer  its
                  pro-rata  share of any  Unreimbursed  Amount shall not relieve
                  any other Revolving Lender of its obligation hereunder to make
                  available to the Administrative  Agent for the account of such
                  L/C Issuer its  pro-rata  share of any payment  made under any
                  Letter of Credit on the date required, as specified above, but
                  no such  Lender  shall be  responsible  for the failure of any
                  other Lender to make available to the Administrative Agent for
                  the  account of the L/C Issuer  such other  Lender's  pro-rata
                  share of any such payment. Upon payment in full of all amounts
                  payable by a Lender under this CLAUSE (VI),  such Lender shall
                  be  subrogated  to the  rights of the L/C Issuer  against  the
                  Company to the extent of such Lender's  pro-rata  share of the
                  related L/C  Obligation so paid  (including  interest  accrued
                  thereon).

                                    (vii) Each Revolving Lender's  obligation to
                  make Revolving Loans pursuant to CLAUSE (IV) above and to make
                  payments  in  respect  of  its   Participation   Interests  in
                  Unreimbursed  Amounts  pursuant  to CLAUSE (VI) above shall be
                  absolute  and  unconditional  and shall not be affected by any
                  circumstance,   including:  (A)  any  set-off,   counterclaim,
                  recoupment,  defense or other right which such Lender may have
                  against  the L/C Issuer,  the Company or any other  Person for
                  any reason whatsoever;  (B) the occurrence or continuance of a
                  Default;  or (C) any  other  occurrence,  event or  condition,
                  whether  or not  similar  to any of the  foregoing;  PROVIDED,
                  HOWEVER,  that  each  Revolving  Lender's  obligation  to make
                  Revolving  Loans  as a part  of a L/C  Borrowing  pursuant  to
                  CLAUSE  (IV) above is subject to the  conditions  set forth in
                  SECTION  4.02 (other than  delivery by the Company of a Notice
                  of  Borrowing).  No such  making  by a  Revolving  Lender of a
                  Revolving Loan or a payment by a Revolving Lender of an amount
                  in  respect  of its  Participation  Interest  in  Unreimbursed
                  Amounts  shall relieve or otherwise  impair the  obligation of
                  the Company to reimburse  the L/C issuer for the amount of any
                  payment  made by the L/C  Issuer  under any  Letter of Credit,
                  together with interest as provided herein.

                                    (viii) If any Revolving Lender fails to make
                  available  to the  Administrative  Agent for the account of an
                  L/C Issuer any amount  required  to be paid by such  Revolving
                  Lender pursuant to the foregoing provisions of this SUBSECTION
                  (F) by the time specified therefor,  the applicable L/C Issuer
                  shall be  entitled  to  recover  from  such  Revolving  Lender
                  (acting through the  Administrative  Agent),  on demand,  such
                  amount with interest thereon for the period from the date such
                  payment  is  required  to the date on which  such  payment  is
                  immediately  available to the  applicable L/C Issuer at a rate
                  per annum  equal to the Federal  Funds Rate for such day.  Any
                  payment made by any Lender after 3:00 P.M. on any Business Day
                  shall be deemed for purposes of the preceding sentence to have
                  been made on the next succeeding Business Day A certificate of
                  the  applicable L/C Issuer  submitted to any Revolving  Lender
                  (through the Administrative Agent) with respect to any amounts
                  owing  under this CLAUSE  (VIII)  shall be  conclusive  absent
                  manifest error.


                                      -54-
<PAGE>


                  (g)  REPAYMENT  OF FUNDED  PARTICIPATIONS  IN RESPECT OF DRAWN
LETTERS OF CREDIT.

                                    (i)   Whenever  the   Administrative   Agent
                  receives  a  payment  of an L/C  Obligation  as to  which  the
                  Administrative  Agent has  received  for the account of an L/C
                  Issuer any payments  from the  Revolving  Lenders  pursuant to
                  SUBSECTION  (F) above  (whether  directly  from the Company or
                  otherwise,  including  proceeds  of  cash  collateral  applied
                  thereto by the Administrative Agent), the Administrative Agent
                  shall promptly pay to each Revolving Lender which has paid its
                  pro-rata  share  thereof  an  amount  equal  to such  Lender's
                  pro-rata share of the amount thereof (appropriately  adjusted,
                  in the case of  interest  payments,  to reflect  the period of
                  time during which the payments from the Revolving Lenders were
                  received)  in  the  same  funds  as  those   received  by  the
                  Administrative Agent.

                                    (ii)  If  any   payment   received   by  the
                  Administrative Agent for the account of an L/C issuer pursuant
                  to CLAUSE (I) above is required  to be  returned  under any of
                  the  circumstances   described  in  SECTION  10.05  (including
                  pursuant to any  settlement  entered into by the L/C issuer in
                  its  discretion),  each  Revolving  Lender  shall  pay  to the
                  Administrative  Agent for the  account  of such L/C Issuer its
                  pro-rata  share  thereof  (determined  by the  proportion  its
                  Revolving   Commitment   Percentage  bears  to  the  aggregate
                  Revolving  Committed  Amount) on demand of the  Administrative
                  Agent,  plus interest  thereon from the date of such demand to
                  the date such amount is returned by such Revolving  Lender, at
                  a rate per annum equal to the Federal Funds Rate for such day.


                  (h) OBLIGATIONS ABSOLUTE. The obligations of the Company under
SECTION 2.05(F)(I) and 2.05(F)(II) above shall be absolute (subject to the right
to bring  subsequent  claims  subject  to the  limitations  set forth in SECTION
2.05(N)(V)),  unconditional  and shall be performed  strictly in accordance with
the terms of this Agreement, ISP and UCP, as applicable, under all circumstances
whatsoever, including, without limitation, the following circumstances:

                                    (i) any lack of validity  or  enforceability
                  of such  Letter of Credit,  this  Agreement  or any other Loan
                  Document;

                                    (ii)  any  amendment  or  waiver  of or  any
                  consent to departure from all or any of the provisions of this
                  Agreement, any Letter of Credit or any other Loan Document;

                                    (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,
                  counterclaim,  set-off,  defense  or  other  rights  that  the
                  Company  or any  Subsidiary  may  have at any time  against  a
                  beneficiary  or any  transferee  of a Letter of Credit (or any
                  Person for whom the  beneficiary or transferee may be acting),
                  any L/C Issuer or any other Person, whether in connection with
                  this Agreement or any Letter of Credit or any document related
                  hereto or thereto or any unrelated transaction;

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


                                      -55-
<PAGE>

                                    (vi) any  payment by the L/C Issuer  under a
                  Letter  of  Credit   against   presentation   of  a  draft  or
                  certificate  that does not  strictly  comply with the terms of
                  such Letter of Credit;

                                    (vii)  any  payment  made by the L/C  Issuer
                  under such Letter of Credit to any Person  purporting  to be a
                  trustee in bankruptcy, debtor-in-possession,  assignee for the
                  benefit   of   creditors,   liquidator,   receiver   or  other
                  representative  of or  successor  to  any  beneficiary  or any
                  transferee of such Letter of Credit,  including any arising in
                  connection with any proceeding under any Debtor Relief Law; or

                                    (viii) any other act or  omission  to act or
                  delay of any kind by any L/C Issuer or any other Person or any
                  other event or circumstance whatsoever that might, but for the
                  provisions of this  SUBSECTION  (VIII),  constitute a legal or
                  equitable discharge of the Company's obligations hereunder.


                  The Company  shall  promptly  examine a copy of each Letter of
Credit and each  amendment  thereto that is delivered to it and, in the event of
any  claim  of   noncompliance   with  the  Company's   instructions   or  other
irregularity, the Company will promptly notify the L/C Issuer. The Company shall
be conclusively  deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.

                                    (i)  ROLE  OF L/C  ISSUERS;  RELIANCE.  Each
                  Revolving  Lender and the Company agree that,  in  determining
                  whether to pay under any Letter of Credit,  the  relevant  L/C
                  Issuer  shall  not  have  any  responsibility  to  obtain  any
                  document  (other  than  any  sight  draft,   certificates  and
                  documents  expressly  required  by the Letter of Credit) or to
                  ascertain  or inquire as to the  validity  or  accuracy of any
                  such  document or the  authority  of the Person  executing  or
                  delivering  any such  document.  None of the L/C Issuers,  the
                  Agents  or their  Related  Parties  nor any of the  respective
                  correspondents,  participants  or  assignees of the L/C Issuer
                  shall be liable to any Lender  for:  (i) any  action  taken or
                  omitted  in  connection  herewith  at the  request or with the
                  approval  of  the  Lenders  or  the   Required   Lenders,   as
                  applicable; (ii) any action taken or omitted in the absence of
                  gross  negligence  or  willful  misconduct;  or (iii)  the due
                  execution,  effectiveness,  validity or  enforceability of any
                  document  or  instrument  related  to any  Letter of Credit or
                  Letter of Credit Request. The Company hereby assumes all risks
                  of the acts or omissions of any beneficiary or transferee with
                  respect to its use of any Letter of Credit; PROVIDED, HOWEVER,
                  that this  assumption  is not  intended  to,  and  shall  not,
                  preclude the Company's pursuing such rights and remedies as it
                  may have against the beneficiary or transferee at law or under
                  any other  agreement.  None of the L/C Issuers,  the Agents or
                  any of  their  Related  Parties,  nor  any  of the  respective
                  correspondents,  participants  or assignees of the L/C Issuer,
                  shall  be  liable  or  responsible  for  any  of  the  matters
                  described in CLAUSES (I) through  (VIII) of SUBSECTION  (H) of
                  this SECTION 2.05;  PROVIDED,  HOWEVER,  that anything in such
                  clauses to the contrary notwithstanding,  the Company may have
                  a claim  against  the L/C  Issuer,  and the L/C  Issuer may be
                  liable to the Company,  to the extent, but only to the extent,
                  of any  direct,  as opposed  to  consequential  or  exemplary,
                  damages  suffered by the Company which the Company proves were
                  caused  by  the  L/C  Issuer's  willful  misconduct  or  gross
                  negligence  or the L/C Issuer's  willful  failure to pay under
                  any  Letter of  Credit  after  the  presentation  to it by the
                  beneficiary  of a  sight  draft  and  certificate(s)  strictly
                  complying with the terms and conditions of a Letter of Credit.
                  In furtherance and not in limitation of the foregoing, the L/C
                  Issuer may accept documents that appear on their face to be in
                  order,  without   responsibility  for  further  investigation,
                  regardless of any notice or information  to the contrary,  and
                  the L/C Issuer  shall not be  responsible  for the validity or
                  sufficiency  of any  instrument  transferring  or assigning or
                  purporting  to  transfer  or  assign a Letter of Credit or the
                  rights or benefits thereunder or proceeds thereof, in whole or
                  in part,  which may prove to be invalid or ineffective for any
                  reason.


                                      -56-
<PAGE>


                  (j) CASH  COLLATERAL.  If the Company is required  pursuant to
the terms of this Agreement or any other Loan Document to Cash Collateralize any
L/C  Obligations,  the Company shall deposit in an account (which may be the L/C
Cash Collateral Account under the Security  Agreement) with the Collateral Agent
an amount in cash equal to 102% of such L/C  Obligations.  Such deposit shall be
held by the Collateral  Agent as collateral  for the payment and  performance of
the L/C  Obligations.  The Collateral  Agent shall have  exclusive  dominion and
control,  including the exclusive  right of withdrawal,  over such account.  The
Collateral Agent will, at the request of the Company,  invest amounts  deposited
in such account in Cash Equivalents;  PROVIDED, HOWEVER, that (i) the Collateral
Agent shall not be required to make any  investment  that, in its sole judgment,
would  require or cause the  Collateral  Agent to be in, or would result in any,
violation of any Law, (ii) such Cash  Equivalents  shall be subjected to a first
priority  perfected security interest in favor of the Collateral Agent and (iii)
if an Event of Default shall have occurred and be  continuing,  the selection of
such Cash Equivalents  shall be in the sole discretion of the Collateral  Agent.
The Company shall indemnify the Collateral Agent for any losses relating to such
investments  in Cash  Equivalents.  Other than any interest or profits earned on
such investments, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account for the benefit of the
Company,  subject to the provisions contained in this SECTION 2.05(J). Moneys in
such  account  shall be applied by the  Collateral  Agent to  reimburse  the L/C
Issuers  immediately for drawings under the applicable Letters of Credit and, if
the maturity of the Loans has been accelerated,  to satisfy the L/C Obligations.
If the Company is required to provide an amount of cash collateral  hereunder as
a result of an Event of  Default,  such  amount (to the  extent  not  applied as
aforesaid) shall be returned to the Company within three Business Days after all
Events of Default  have been  cured or waived.  If the  Company is  required  to
provide an amount of cash  collateral  hereunder  pursuant to SECTION 2.08(A) or
2.09(B)(I),  such  amount  (to the extent not  applied  as  aforesaid)  shall be
returned to the Company upon demand;  PROVIDED that, after giving effect to such
return, (i) the aggregate Revolving  Outstandings would not exceed the Revolving
Committed  Amount  and (ii) no Event  of  Default  shall  have  occurred  and be
continuing.  If the Company is required to deposit an amount of cash  collateral
hereunder  pursuant  to SECTION  2.09(B)(II),  (III),  (IV) or (V)  interest  or
profits  thereon (to the extent not applied as  aforesaid)  shall be returned to
the  Company  after the full  amount of such  deposit  has been  applied  by the
Collateral  Agent to  reimburse  the L/C Issuer for  drawings  under  Letters of
Credit.  The Company hereby pledges and assigns to the Collateral Agent, for its
benefit and the  benefit of the Finance  Parties,  the cash  collateral  account
established  hereunder (and all monies and  investments  held therein) to secure
the Senior Credit Obligations.

                  (k)  APPLICABILITY OF ISP AND UCP. Unless otherwise  expressly
agreed  by the L/C  Issuer  and the  Company  when a Letter  of Credit is issued
(including any such agreement  applicable to an Existing Letter of Credit),  (i)
the rules of the ISP shall apply to each Letter of Credit, and (ii) the rules of
the Uniform  Customs and  Practice for  Documentary  Credits,  as most  recently
published by the International Chamber of Commerce at the time of issuance shall
apply to each commercial Letter of Credit.

                  (l) CONFLICT WITH L/C DOCUMENTS.  In the event of any conflict
between this Agreement and any L/C Document, this Agreement shall govern.

                  (m) LETTERS OF CREDIT ISSUED FOR SUBSIDIARIES. Notwithstanding
that a Letter of Credit  issued or  outstanding  hereunder  is in support of any
obligations  of, or is for the account of, a  Subsidiary,  the Company  shall be
obligated to  reimburse  the  applicable  L/C Issuer  hereunder  for any and all
drawings under such Letter of Credit.  The Company hereby  acknowledges that the
issuance  of  Letters of Credit for the  account of  Subsidiaries  inures to the
benefit of the Company,  and that the Company's  business  derives benefits from
the businesses of such Subsidiaries.

                  (n) INDEMNIFICATION OF L/C ISSUERS.

                                      -57-
<PAGE>

                                    (i) In  addition  to its  other  obligations
                  under this  Agreement,  the Company  hereby agrees to protect,
                  indemnify,  pay and save  each L/C  Issuer  harmless  from and
                  against any and all  claims,  demands,  liabilities,  damages,
                  losses,  costs,  charges and  expenses  (including  reasonable
                  out-of-pocket fees, charges and disbursements of counsel) that
                  such L/C Issuer  may incur or be subject to as a  consequence,
                  direct  or  indirect,  of (A) the  issuance  of any  Letter of
                  Credit  or (B) the  failure  of such  L/C  Issuer  to  honor a
                  drawing  under a Letter  of  Credit  as a result of any act or
                  omission,  whether  rightful  or  wrongful,  of any present or
                  future  de  jure  or  de  facto   government  or  Governmental
                  Authority   (all  such  acts  or   omissions,   herein  called
                  "GOVERNMENT ACTS").

                                    (ii) As  between  the  Company  and each L/C
                  Issuer,  the  Company  shall  assume  all risks of the acts or
                  omissions  of or the  misuse  of any  Letter  of Credit by the
                  beneficiary  thereof.  The L/C Issuer shall not be responsible
                  for:   (A)  the   form,   validity,   sufficiency,   accuracy,
                  genuineness  or legal effect of any document  submitted by any
                  party in connection  with the  application for and issuance of
                  any Letter of Credit, even if it should in fact prove to be in
                  any  or  all  respects  invalid,   insufficient,   inaccurate,
                  fraudulent or forged;  (B) the validity or  sufficiency of any
                  instrument transferring or assigning or purporting to transfer
                  or assign  any  Letter of  Credit  or the  rights or  benefits
                  thereunder or proceeds thereof,  in whole or in part, that may
                  prove to be invalid or ineffective for any reason; (C) failure
                  of the  beneficiary of a Letter of Credit to comply fully with
                  conditions  required in order to draw upon a Letter of Credit;
                  (D) errors, omissions, interruptions or delays in transmission
                  or delivery of any messages, by mail, cable, telegraph,  telex
                  or otherwise,  whether or not they be in cipher; (E) errors in
                  interpretation  of technical  terms;  (F) any loss or delay in
                  the  transmission  or otherwise of any  documents  required in
                  order to make a  drawing  under a Letter  of  Credit or of the
                  proceeds thereof; and (G) any consequences arising from causes
                  beyond  the  control  of the L/C  Issuer,  including,  without
                  limitation,  any  Government  Acts.  None of the  above  shall
                  affect,  impair,  or prevent the  vesting of the L/C  Issuer's
                  rights or powers hereunder.

                                    (iii) In  furtherance  and extension and not
                  in  limitation  of the  specific  provisions  hereinabove  set
                  forth, any action taken or omitted by an L/C Issuer,  under or
                  in  connection  with  any  Letter  of  Credit  or the  related
                  certificates, if taken or omitted in good faith, shall not put
                  the L/C Issuer under any resulting liability to the Company or
                  any other Loan Party.  It is the intention of the parties that
                  this  Agreement  shall be construed and applied to protect and
                  indemnify the L/C Issuers  against any and all risks  involved
                  in the  issuance  of any Letter of Credit,  all of which risks
                  are hereby  assumed by the Loan  Parties,  including,  without
                  limitation,  any and all risks,  whether rightful or wrongful,
                  of any  present or future  Government  Acts.  The L/C  Issuers
                  shall not,  in any way,  be liable for any  failure by the L/C
                  Issuers or anyone else to pay any drawing  under any Letter of
                  Credit as a result of any  Government  Acts or any other cause
                  beyond the control of the L/C Issuers.

                                    (iv)  Nothing  in  this  SUBSECTION  (N)  is
                  intended to limit the reimbursement  obligation of the Company
                  contained in this SECTION 2.05. The obligations of the Company
                  under this  SUBSECTION  (N) shall survive the  termination  of
                  this  Agreement.  No act or  omission  of any current or prior
                  beneficiary  of a Letter of Credit  shall in any way affect or
                  impair  the  rights of any L/C  Issuer to  enforce  any right,
                  power or benefit under this Agreement.

                                    (v) Notwithstanding anything to the contrary
                  contained in this  SUBSECTION  (N), the Company  shall have no
                  obligation  to  indemnify  any L/C  Issuer in  respect  of any
                  liability incurred by the L/C Issuer arising solely out of the
                  gross negligence or willful  misconduct of the L/C Issuer,  as
                  determined  by a court of competent  jurisdiction.  Nothing in
                  this  Agreement  shall relieve any L/C Issuer of any liability
                  to the  Company  in  respect  of any  action  taken by the L/C
                  Issuer which action constitutes gross negligence, bad faith or
                  willful  misconduct  of the L/C Issuer or a  violation  of, or
                  failure to comply with, the ISP, the UCP or Uniform Commercial
                  Code,  as  applicable,  as  determined by a court of competent
                  jurisdiction.

                                      -58-
<PAGE>


                  (o) RESIGNATION OF AN L/C ISSUER.  An L/C Issuer may resign at
any time by giving 60 days' notice to the  Administrative  Agent,  the Revolving
Lenders and the Company; PROVIDED,  HOWEVER, that any such resignation shall not
affect the rights or  obligations  of the L/C Issuer with  respect to Letters of
Credit issued by it prior to such resignation.  Upon any such  resignation,  the
Company shall (within 60 days after such notice of resignation) either appoint a
successor  or  terminate  the  unutilized  L/C  Commitment  of such L/C  Issuer;
PROVIDED,  HOWEVER, that, if the Company elects to terminate such unutilized L/C
Commitment,   the  Company  may  at  any  time  thereafter  that  the  Revolving
Commitments  are in effect  reinstate such L/C Commitment in connection with the
appointment of another L/C Issuer.  Upon the acceptance of any appointment as an
L/C Issuer hereunder by a successor L/C Issuer,  such successor shall succeed to
and become vested with all the interests, rights and obligations of the retiring
L/C Issuer and the retiring L/C Issuer shall be discharged  from its obligations
to  issue  Additional  Letters  of  Credit  hereunder.  The  acceptance  of  any
appointment as L/C Issuer hereunder by a successor L/C Issuer shall be evidenced
by  an  agreement  entered  into  by  such  successor,   in  a  form  reasonably
satisfactory to the Company and the  Administrative  Agent,  and, from and after
the effective date of such agreement, (i) such successor shall be a party hereto
and have all the rights and  obligations  of an L/C Issuer under this  Agreement
and the other Loan  Documents and (ii)  references  herein and in the other Loan
Documents to the "L/C Issuer"  shall be deemed to refer to such  successor or to
any previous L/C Issuer,  or to such successor and all previous L/C Issuers,  as
the context shall require.  After the resignation of an L/C Issuer hereunder the
retiring L/C Issuer  shall remain a party hereto and shall  continue to have all
the rights and  obligations  of an L/C Issuer under this Agreement and the other
Loan  Documents  with  respect to  Letters of Credit  issued by it prior to such
resignation, but shall not be required to issue additional Letters of Credit.

                  (p)  REPORTING.  Each L/C Issuer will report in writing to the
Administrative  Agent (i) on the first  Business Day of each week, the aggregate
face  amount of Letters of Credit  issued by it and  outstanding  as of the last
Business Day of the  preceding  week,  (ii) on or prior to each  Business Day on
which such L/C Issuer  expects  to issue,  amend,  renew or extend any Letter of
Credit, the date of such issuance or amendment, and the aggregate face amount of
Letters  of  Credit  to be  issued,  amended,  renewed  or  extended  by it  and
outstanding  after  giving  effect  to  such  issuance,  amendment,  renewal  or
extension  (and such L/C Issuer  shall advise the  Administrative  Agent on such
Business Day whether such issuance, amendment, renewal or extension occurred and
whether the amount  thereof  changed),  (iii) on each Business Day on which such
L/C  Issuer  makes  any L/C  Disbursement,  the  date  and  amount  of such  L/C
Disbursement  and  (iv) on any  Business  Day on  which  the  Company  fails  to
reimburse an L/C  Disbursement  required to be  reimbursed to such L/C Issuer on
such day, the date and amount of such failure.

                  SECTION 2.06 INTEREST.

                  (a) RATE OPTIONS  APPLICABLE  TO LOANS.  Each  Borrowing  made
prior to the  Syndication  Date shall be comprised of Base Rate Loans or (except
in the case of Swing Line Loans, which shall be made and maintained as Base Rate
Loans,  and L/C  Borrowings,  which shall be made  initially as Base Rate Loans)
Eurodollar Loans with a one-month  Interest Period (ending on the same date), as
the Company may request  pursuant to SECTION  2.02.  Each  Borrowing  made on or
after the  Syndication  Date shall be comprised of Base Rate Loans or (except in
the case of Swing Line Loans,  which shall be made and  maintained  as Base Rate
Loans)  Eurodollar  Loans, as the Company may request  pursuant to SECTION 2.02.
Borrowings of more than one Type may be outstanding at the same time;  PROVIDED,
however,  that the Company may not request any Borrowing  that,  if made,  would
result in an  aggregate  of more than ten separate  Groups of  Eurodollar  Loans
being  outstanding  hereunder at any one time.  For this  purpose,  Loans having
different  Interest Periods,  regardless of whether commencing on the same date,
shall be considered separate Groups. Interest hereunder shall be due and payable
in  accordance  with the terms hereof  before and after  judgment and before and
after the commencement of any proceeding under any Debtor Relief Law.


                                      -59-
<PAGE>

                  (b) RATES  APPLICABLE TO LOANS.  Subject to the  provisions of
SUBSECTION (C) below, (i) each Eurodollar Loan of a Class shall bear interest on
the outstanding  principal  amount thereof for each Interest  Period  applicable
thereto at a rate per annum equal to the sum of the Adjusted Eurodollar Rate for
such Interest Period plus the then Applicable  Margin for such Class,  (ii) each
Base Rate Loan of a Class  shall  bear  interest  on the  outstanding  principal
amount  thereof  for each day from the date such  Loan is made as, or  converted
into, a Base Rate Loan until it becomes due or is  converted  into a Loan of any
other  Type,  at a rate per  annum  equal to the Base Rate for such day plus the
then Applicable  Margin for such Class and (iii) each Swing Line Loan shall bear
interest  on the  outstanding  principal  amount  thereof  from  the  applicable
borrowing  date at a rate  per  annum  equal  to the  Base  Rate  plus  the then
Applicable Margin for Revolving Loans.

                  (c) ADDITIONAL INTEREST.

                                    (i) If any amount of  principal  of any Loan
                  is not paid when due (without  regard to any applicable  grace
                  periods),  whether  at stated  maturity,  by  acceleration  or
                  otherwise,  such amount shall  thereafter  bear  interest at a
                  fluctuating  interest rate per annum at all times equal to the
                  Default Rate to the fullest  extent  permitted  by  applicable
                  Laws.

                                    (ii)  Upon  the  request  of  the   Required
                  Lenders,  while any Event of Default under Section  8.01(a) or
                  (f) has  occurred  and is  continuing,  the Company  shall pay
                  interest  on the  principal  amount  of all  then  outstanding
                  Senior Credit  Obligations at a fluctuating  interest rate per
                  annum at all times  equal to the  Default  Rate to the fullest
                  extent permitted by applicable Laws.

                                    (iii)  Accrued  and unpaid  interest on past
                  due amounts (including interest on past due interest) shall be
                  due and payable upon demand.


                  (d) INTEREST PAYMENTS.  Interest on each Loan shall be due and
payable in arrears on each Interest Payment Date applicable  thereto and at such
other times as may be  specified  herein.  Interest  hereunder  shall be due and
payable in  accordance  with the terms  hereof  before and after  judgment,  and
before and after the commencement of any proceeding under any Debtor Relief Law.

                  (e)   DETERMINATION   AND  NOTICE  OF  INTEREST   RATES.   The
Administrative  Agent shall  promptly  notify the Company and the Lenders of the
interest  rate  applicable  to any  Interest  Period for  Eurodollar  Loans upon
determination  of such  interest  rate.  At any time when  Base  Rate  Loans are
outstanding,  the Administrative  Agent shall notify the Company and the Lenders
of any change in Bank of America's  prime rate used in determining the Base Rate
promptly  following  the public  announcement  of such  change.  Any notice with
respect to Eurodollar Loans shall,  without the necessity of the  Administrative
Agent so stating in such notice,  be subject to the provisions of the definition
of  "Applicable  Margin"  providing for  adjustments  in the  Applicable  Margin
applicable to such Loans after the beginning of the Interest  Period  applicable
thereto.

                  SECTION 2.07 EXTENSION AND CONVERSION.

                  (a) CONTINUATION AND CONVERSION OPTIONS. The Loans included in
each  Borrowing  shall bear  interest  initially  at the type of rate allowed by
SECTION  2.06 and as  specified  by the  Company  in the  applicable  Notice  of
Borrowing.  Thereafter,  the Company shall have the option, on any Business Day,
to elect to change or continue the type of interest  rate borne by each Group of
Loans  (subject in each case to the  provisions  of ARTICLE  III and  SUBSECTION
2.07(D)), as follows:


                                      -60-
<PAGE>

                                    (i) if such Loans are Base Rate  Loans,  the
                  Company may elect to convert such Loans to Eurodollar Loans as
                  of any Business Day; and

                                    (ii) if such Loans are Eurodollar Loans, the
                  Company may elect to convert  such Loans to Base Rate Loans or
                  elect to  continue  such  Loans  as  Eurodollar  Loans  for an
                  additional  Interest  Period,  subject to SECTION  3.05 in the
                  case of any such conversion or  continuation  effective on any
                  day  other  than the last  day of the  then  current  Interest
                  Period applicable to such Loans.

Each such election  shall be made by delivering a notice,  substantially  in the
form of EXHIBIT A-2 hereto (a "NOTICE OF EXTENSION/CONVERSION") (which may be by
telephone if promptly confirmed in writing, which notice shall not thereafter be
revocable by the Company, to the Administrative  Agent not later than 12:00 Noon
on the third Business Day before the conversion or continuation selected in such
notice  is to be  effective.  A Notice  of  Extension/Conversion  may,  if it so
specifies,  apply to only a portion  of the  aggregate  principal  amount of the
relevant  Group of Loans;  PROVIDED  that (i) such portion is allocated  ratably
among the Loans  comprising such Group and (ii) the portion to which such Notice
of Borrowing applies,  and the remaining portion to which it does not apply, are
each $500,000 or any larger multiple of $100,000.


                  (b) CONTENTS OF NOTICE OF EXTENSION/CONVERSION. Each Notice of
Extension/Conversion shall specify:

                                    (i) the Group of Loans (or portion  thereof)
                  to which such notice applies;

                                    (ii)  the date on which  the  conversion  or
                  continuation selected in such notice is to be effective, which
                  shall comply with the applicable clause of SUBSECTION  2.07(A)
                  above;

                                    (iii) if the Loans comprising such Group are
                  to be converted, the new Type of Loans and, if the Loans being
                  converted are to be Eurodollar Loans, the duration of the next
                  succeeding Interest Period applicable thereto; and

                                    (iv) if such  Loans are to be  continued  as
                  Eurodollar  Loans  for  an  additional  Interest  Period,  the
                  duration of such additional Interest Period.

Each  Interest  Period  specified in a Notice of Interest  Rate  Election  shall
comply with the provisions of the definition of the term "Interest  Period".  If
no Notice of  Extension/Conversion  is  timely  received  prior to the end of an
Interest Period for any Group of Eurodollar  Loans,  the Company shall be deemed
to have  elected  that such Group be converted to Base Rate Loans as of the last
day of such Interest Period.


                  (c)  NOTIFICATION  TO  LENDERS.  Upon  receipt  of a Notice of
Extension/Conversion  from the Company pursuant to SUBSECTION 2.07(A) above, the
Administrative Agent shall promptly notify each Lender of the contents thereof.

                  (d) LIMITATION ON CONVERSION/CONTINUATION OPTIONS. The Company
shall not be entitled  to elect to convert  any Loans to, or continue  any Loans
for an  additional  Interest  Period  as,  Eurodollar  Loans  if  the  aggregate
principal  amount of any Group of  Eurodollar  Loans  created or  continued as a
result of such  election  would be less than  $500,000.  If an Event of  Default
shall have occurred and be continuing  when the Company  delivers notice of such
election to the Administrative  Agent the Company shall not be entitled to elect
to convert any  Eurodollar  Loans to, or continue  any  Eurodollar  Loans for an
additional  Interest  Period as,  Eurodollar  Loans having an Interest Period in
excess of one month.


                                      -61-
<PAGE>

                  SECTION 2.08 MATURITY OF LOANS.

                  (a) MATURITY OF REVOLVING  LOANS.  The  Revolving  Loans shall
mature on the Revolving  Termination  Date, and any Revolving Loans,  Swing Line
Loans and L/C  Obligations  then  outstanding  (together  with accrued  interest
thereon and fees in respect thereof) shall be due and payable on such date.

                  (b) MATURITY OF TERM B LOANS. The Term B Loans shall mature on
the Term Maturity  Date,  and any Term B Loans then  outstanding  (together with
accrued interest thereon) shall be due and payable on such date.

                  SECTION 2.09 PREPAYMENTS.

                  (a)  VOLUNTARY  PREPAYMENTS.  The Company shall have the right
voluntarily  to prepay  Revolving  Loans and Term Loans in whole or in part from
time to time,  subject to SECTION 3.05 but otherwise without premium or penalty;
PROVIDED,  HOWEVER, that (i) each partial prepayment of Revolving Loans and Term
Loans shall be in a minimum  principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof,  in the case of Eurodollar  Loans, and $500,000 or a
whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans and
(ii) the Company shall have given prior written or telecopy notice (or telephone
notice promptly  confirmed by written or telecopy notice) to the  Administrative
Agent, in the case of any Revolving Loan which is a Base Rate Loan by 11:00 A.M.
on the date of prepayment  and, in the case of any other Loan, by 11:00 A.M., at
least  three  Business  Days  prior to the date of  prepayment.  Each  notice of
prepayment  shall  specify  the  prepayment  date,  the  principal  amount to be
prepaid, whether the Loan to be prepaid is a Revolving Loan, Term B Closing Date
Loan or Term B Delayed Draw Loan, whether the Loan to be prepaid is a Eurodollar
Loan or a Base Rate Loan and, in the case of a  Eurodollar  Loan,  the  Interest
Period of such Loan. The  Administrative  Agent will promptly notify each Lender
of its receipt of each such notice,  and of the amount of such Lender's pro-rata
share,  if any,  thereof.  If such notice is given by the  Company,  the Company
shall make such prepayment and the payment amount specified in such notice shall
be due and  payable as  specified  therein.  Subject to the  foregoing,  amounts
prepaid  under this SECTION  2.09(A)  shall be applied as the Company may elect;
PROVIDED  that if the Company  fails to specify the  application  of a voluntary
prepayment, then such prepayment shall be applied first to Revolving Loans, then
to Swing Line Loans,  then ratably to the Term B Closing Date Loans and the Term
B  Delayed  Draw  Loans,  in each  case  first to Base  Rate  Loans  and then to
Eurodollar  Loans in  direct  order  of  Interest  Period.  All  prepayments  of
Eurodollar  Loans under this SECTION  2.09(A)  shall be  accompanied  by accrued
interest on the principal amount being prepaid to the date of payment,  together
with any additional amounts required pursuant to SECTION 3.05.


                  The Company may,  upon notice to the Swing Line Lender (with a
copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing line Loans in whole or in part without premium or penalty; PROVIDED
that  (i)  such  notice  must be  received  by the  Swing  Line  Lender  and the
Administrative Agent not later than 1:00 P.M. on the date of the prepayment, and
(ii) any such  prepayment  shall be in a minimum  principal  amount of $100,000.
Each such notice shall specify the date and amount of such  prepayment.  If such
notice is given by the Company,  the Company shall make such  prepayment and the
payment  amount  specified  in such notice  shall be due and payable on the date
specified therein.

                                      -62-
<PAGE>

                  (b) MANDATORY PREPAYMENTS.

                                    (i) REVOLVING  COMMITTED  AMOUNT.  If on any
                  date the aggregate Revolving Outstandings exceed the Revolving
                  Committed  Amount,  the Company  shall repay,  and there shall
                  become  due  and  payable   (together  with  accrued  interest
                  thereon),  on such date an aggregate principal amount of Swing
                  Line Loans equal to such excess. If the outstanding Swing Line
                  Loans have been repaid in full, the Company shall prepay,  and
                  there shall  become due and  payable  (together  with  accrued
                  interest  thereon),  Revolving  Loans in such  amounts  as are
                  necessary so that, after giving effect to the repayment of the
                  Swing Line Loans and the  repayment  of Revolving  Loans,  the
                  aggregate  Revolving  Outstandings do not exceed the Revolving
                  Committed Amount. If the outstanding Revolving Loans and Swing
                  Line Loans have been repaid in full,  the  Company  shall Cash
                  Collateralize  L/C Obligations so that, after giving effect to
                  the repayment of Swing Line Loans and Revolving  Loans and the
                  Cash  Collateralization  of L/C  Obligations  pursuant to this
                  SUBSECTION (I), the aggregate Revolving  Outstandings does not
                  exceed the Revolving  Committed  Amount.  In  determining  the
                  aggregate   Revolving   Outstandings   for  purposes  of  this
                  Agreement, L/C Obligations shall be reduced to the extent that
                  they  are  Cash   Collateralized   as   contemplated  by  this
                  SUBSECTION  (I). Each  prepayment of Revolving  Loans required
                  pursuant to this SUBSECTION (I) shall be applied ratably among
                  outstanding Revolving Loans based on the respective amounts of
                  principal then outstanding. Each Cash Collateralization of L/C
                  Obligations  required by this  SUBSECTION (I) shall be applied
                  ratably among L/C Obligations based on the respective  amounts
                  thereof then outstanding.

                                    (ii)  ASSET  DISPOSITIONS,   CASUALTIES  AND
                  CONDEMNATIONS, ETC. Within five Business Days after receipt by
                  any  Group  Company  of  Net  Cash  Proceeds  from  any  Asset
                  Disposition (other than any Asset Disposition  permitted under
                  CLAUSES (I) through (XVII), (XVIII)(B), (XIX), (XX) and (XXII)
                  of SECTION 7.05), Casualty or Condemnation,  the Company shall
                  prepay  the Loans  and/or  Cash  Collateralize  or pay the L/C
                  Obligations  in an  aggregate  amount equal to 100% of the Net
                  Cash   Proceeds  of  such  Asset   Disposition,   Casualty  or
                  Condemnation;  PROVIDED, that no such prepayment caused by the
                  receipt  of Net  Cash  Proceeds  from any  Asset  Disposition,
                  Casualty or Condemnation  shall be required to the extent that
                  the sum of such  Net  Cash  Proceeds  and all  other  Net Cash
                  Proceeds from Asset  Dispositions,  Casualty or  Condemnations
                  occurring  after the  Closing  Date and during any fiscal year
                  does  not  exceed  $5,000,000  (it  being  understood  that  a
                  prepayment shall only be required of such excess).

                                    (iii) DEBT  ISSUANCES.  Within five Business
                  Days after  receipt by any Group  Company of Net Cash Proceeds
                  from any Debt Issuance (other than any Debt Issuance permitted
                  pursuant to SECTION 7.01 of this Agreement), the Company shall
                  prepay the Loans and/or Cash Collateralize the L/C Obligations
                  in an aggregate  amount equal to 100% of the Net Cash Proceeds
                  of such Debt Issuance.

                                    (iv)  PAYMENTS IN RESPECT OF CERTAIN  ANNUAL
                  INCREASES IN CUMULATIVE  DISTRIBUTABLE  CASH.  Within 120 days
                  after the end of each fiscal  year of the Company  (commencing
                  with the fiscal year ending  December 31,  2006),  the Company
                  shall  prepay the Loans and/or Cash  Collateralize  or pay the
                  L/C   Obligations   in  an  amount  equal  to  the  Applicable
                  Prepayment  Percentage  of  any  increase  in  the  amount  of
                  Adjusted  Cumulative  Distributable  Cash  for  the  Reference
                  Period  ending  on the last day of such  fiscal  year over the
                  amount of Adjusted  Cumulative  Distributable Cash on the last
                  day of the fiscal  year next  preceding  such  fiscal year (it
                  being understood that the determination of the amount referred
                  to  in   CLAUSE   (I)  of  the   definition   of   "Cumulative
                  Distributable  Cash" in SECTION 1.01 shall not be deemed to be
                  an increase in, or part of, Cumulative  Distributable Cash for
                  purposes  hereof).  As used  in this  CLAUSE  (IV),  the  term
                  "ADJUSTED  CUMULATIVE   DISTRIBUTABLE  CASH"  means,  for  any
                  Reference  Period,  Cumulative  Distributable  Cash  for  such
                  Reference  Period as adjusted (i) by adding the  decrease,  if
                  any, in Consolidated  Adjusted  Working Capital from the first
                  day to the last day of such period,  or (ii) by deducting  the
                  increase,  if any, in  Consolidated  Adjusted  Working Capital
                  from the first day to the last day of such period.


                                      -63-
<PAGE>

                                    (v)  PAYMENTS  IN  RESPECT  OF  SUBORDINATED
                  INDEBTEDNESS.  Immediately upon receipt by the  Administrative
                  Agent or any Lender of any amount so payable  pursuant  to the
                  subordination  provision of any Indebtedness of the Company or
                  any of its  Subsidiaries  that is  subordinate  to the  Senior
                  Credit  Obligations,  all proceeds thereof shall be applied as
                  set forth in CLAUSE (VI)(B) below.

                                    (vi)  APPLICATION OF MANDATORY  PREPAYMENTS.
                  All  amounts  required  to be paid  pursuant  to this  SECTION
                  2.09(B) shall be applied as follows:

                                                      (A)  with  respect  to all
                                    amounts paid pursuant to SECTION 2.09(B)(I),
                                    first to  Revolving  Loans,  second to Swing
                                    Line  Loans and third to Cash  Collateralize
                                    L/C Obligations; and

                                                      (B)  with  respect  to all
                                    amounts    paid    pursuant    to    SECTION
                                    2.09(B)(II),  (III), (IV), or (V) (1) first,
                                    pro-rata  to the Term Loans and (2)  second,
                                    to (x) to Swing Line  Loans  (but  without a
                                    corresponding  reduction  in  the  Revolving
                                    Committed Amount or the Swing Line Committed
                                    Amount),  (y) then to  Revolving  Loans (but
                                    without  a  corresponding  reduction  in the
                                    Revolving Committed Amount), and (z) then to
                                    Cash Collateralize L/C Obligations.

                                    (vii)  ORDER OF  APPLICATIONS.  All  amounts
                  allocated  to  Revolving  Outstandings  as  provided  in  this
                  SECTION 2.09(B) shall be applied,  first, to Swing Line Loans,
                  second,  after all Swing  Line  Loans  have  been  repaid,  to
                  Revolving  Loans,  and third,  after all Revolving  Loans have
                  been repaid, to Cash Collateralize or pay the L/C Obligations;
                  PROVIDED that any balance of such amounts  remaining after all
                  L/C Obligations have been Cash Collateralized shall be applied
                  pro-rata  to the Term  Loans.  Within  the  parameters  of the
                  applications  set forth  above,  prepayments  shall be applied
                  first to Base  Rate  Loans  and then,  subject  to  SUBSECTION
                  (VIII) below, to Eurodollar  Loans in direct order of Interest
                  Period  maturities.  All prepayments of Eurodollar Loans under
                  this SECTION  2.09(B)  shall be subject to SECTION  3.05.  All
                  prepayments under this SECTION 2.09(B) shall be accompanied by
                  accrued  interest on the principal amount being prepaid to the
                  date of payment.

                                      -64-
<PAGE>

                                    (viii)  PREPAYMENT  ACCOUNTS.  Amounts to be
                  applied as provided in SUBSECTION (VI) above to the prepayment
                  of  Loans  of any  Class  shall be  applied  first  to  reduce
                  outstanding  Base  Rate  Loans  of  such  Class.  Any  amounts
                  remaining after each such application  shall, at the option of
                  the  Company,  be applied to prepay  Eurodollar  Loans of such
                  Class  immediately  and/or  shall be  deposited  in a separate
                  Prepayment  Account (as  defined  below) for the Loans of such
                  Class. The Administrative Agent shall apply any cash deposited
                  in the  Prepayment  Account  for  any  Class  of  Loans,  upon
                  withdrawal by the Collateral Agent, to prepay Eurodollar Loans
                  of such  Class on the last  day of their  respective  Interest
                  Periods (or, at the  direction of the Company,  on any earlier
                  date)  until all  outstanding  Loans of such  Class  have been
                  prepaid  or until all the  allocable  cash on  deposit  in the
                  Prepayment  Account  for such  Class has been  exhausted.  For
                  purposes of this Agreement,  the term "PREPAYMENT ACCOUNT" for
                  any Class of Loans  shall mean an account  (which may  include
                  the  Prepayment   Account   established   under  the  Security
                  Agreement)  established  by the  Company  with the  Collateral
                  Agent and over which the Collateral Agent shall have exclusive
                  dominion  and  control,   including  the  exclusive  right  of
                  withdrawal for  application in accordance with this SUBSECTION
                  (VIII).  The  Collateral  Agent  will,  at the  request of the
                  Company,  invest amounts on deposit in the Prepayment  Account
                  for any Class of Loans in Cash  Equivalents  that mature prior
                  to the  last day of the  applicable  Interest  Periods  of the
                  Eurodollar  Loans  of  such  Class  to be  prepaid;  PROVIDED,
                  HOWEVER,  that (i) the Collateral  Agent shall not be required
                  to make  any  investment  that,  in its sole  judgment,  would
                  require  or cause  the  Collateral  Agent  to be in,  or would
                  result  in  any,   violation  of  any  Law,   (ii)  such  Cash
                  Equivalents  shall be subjected to a first priority  perfected
                  security  interest in favor of the Collateral  Agent and (iii)
                  if any Event of Default shall have occurred and be continuing,
                  the  selection of such Cash  Equivalents  shall be in the sole
                  discretion  of  the  Collateral   Agent.   The  Company  shall
                  indemnify the Collateral Agent for any losses relating to such
                  investments in Cash  Equivalents so that the amount  available
                  to prepay  Eurodollar  Loans on the last day of the applicable
                  Interest  Periods is not less than the amount  that would have
                  been available had no investments been made pursuant  thereto.
                  Other than any interest or profits earned on such investments,
                  the Prepayment  Accounts shall not bear interest.  Interest or
                  profits,  if any, on the investments in any Prepayment Account
                  shall   accumulate  in  such  Prepayment   Account  until  all
                  outstanding  Loans of any  applicable  Class  with  respect to
                  which amounts have been deposited in the  Prepayment  Accounts
                  have been prepaid in full, at which time so much thereof as is
                  not required to make payment of the Senior Credit  Obligations
                  which  have  become  due and  payable  (whether  by  scheduled
                  maturity, acceleration or otherwise) shall be withdrawn by the
                  Collateral Agent on the next Business Day following the day on
                  which the  Collateral  Agent  considers  the  funds  deposited
                  therein to be collected  funds and disbursed to the Company or
                  its order.  If the maturity of the Loans has been  accelerated
                  pursuant to SECTION 8.02, the Administrative Agent may, in its
                  sole  discretion,  cause  the  Collateral  Agent  to  withdraw
                  amounts on deposit in the Prepayment  Account for any Class of
                  Loans and apply such funds to satisfy any of the Senior Credit
                  Obligations related to such Class of Loans.

                  (c) NOTICE. The Company shall give to the Administrative Agent
and the Lenders at least three Business  Days' prior written or telecopy  notice
of each and every event or  occurrence  requiring  a  prepayment  under  SECTION
2.09(B)(II)  or (III)  including the amount of Net Cash Proceeds  expected to be
received therefrom and the expected schedule for receiving such proceeds.


                  SECTION 2.10 ADJUSTMENT OF COMMITMENTS.


                  (a) OPTIONAL INCREASE OF REVOLVING AND TERM B COMMITMENTS.


                                    (i) The Company shall have the right to give
                  the Administrative Agent, after the Closing Date, a Facilities
                  Increase  Notice to request an  increase  (each a  "FACILITIES
                  INCREASE") in the aggregate  Revolving  Credit  Commitments or
                  the  disbursement  of additional Term B Loans in excess of the
                  Term B Loans previously  disbursed,  in a principal amount not
                  to exceed  $75,000,000  in the aggregate for all such requests
                  or pursuant to a new tranche of term loans; PROVIDED, HOWEVER,
                  that  (A)  no  Facilities  Increase  in the  Revolving  Credit
                  Commitments  shall be  effective  later than one year prior to
                  the Revolving  Termination Date, (B) no Facilities Increase in
                  the Term B Commitments  or that is a new tranche of term loans
                  shall be  effective  later than three  years prior to the Term
                  Maturity Date,  (C) no Facilities  Increase shall be effective
                  earlier  than 10 days  after the  delivery  of the  Facilities
                  Increase Notice to the Administrative Agent in respect of such
                  Facilities  Increase  and (D) no more  than  three  Facilities
                  Increases shall be made.

                                      -65-
<PAGE>

                                    (ii) The Administrative Agent shall promptly
                  notify each Lender of the proposed  Facilities Increase and of
                  the proposed terms and conditions  therefor agreed between the
                  Company and the  Administrative  Agent.  Each such Lender (and
                  each of their  Affiliates and Approved Funds) may, in its sole
                  discretion,  commit to participate in such Facilities Increase
                  by  forwarding  its  commitment  to the  Administrative  Agent
                  therefor   in  form   and   substance   satisfactory   to  the
                  Administrative Agent within 10 days of receipt of such notice.
                  The   Administrative   Agent  shall  allocate,   in  its  sole
                  discretion  but in amounts  not to exceed for each such Lender
                  the  commitment  received  from  such  Lender,   Affiliate  or
                  Approved  Fund,  the  Commitments  to be  made  as part of the
                  Facilities  Increase to the Lenders from which it has received
                  such written commitments. If the Administrative Agent does not
                  receive sufficient  commitments from existing Lenders or their
                  Affiliates or Approved Funds, it may, after  consultation with
                  the Company,  allocate to Eligible Assignees any excess of the
                  proposed  amount of such  Facilities  Increase agreed with the
                  Company over the aggregate amounts of the commitments received
                  from existing Lenders.

                                    (iii) Each Facilities  Increase shall become
                  effective   on  a  date   agreed  by  the   Company   and  the
                  Administrative  Agent  (each a  "FACILITIES  INCREASE  DATE"),
                  which   shall  be  in  any  case  on  or  after  the  date  of
                  satisfaction of the conditions  precedent set forth in SECTION
                  4.03 and  following  notice to the  Lenders and the Company of
                  such   effectiveness.   Once  a  Facilities  Increase  becomes
                  effective,  the  Administrative  Agent  shall  record  in  the
                  Register all applicable  additional  information in respect of
                  such Facilities Increase.

                                    (iv) On the Facilities Increase Date for any
                  Facilities Increase in the Revolving Credit Commitments,  each
                  Lender   participating  in  such  Facilities   Increase  shall
                  purchase from each existing  Revolving Lender having Revolving
                  Loans  outstanding on such Facilities  Increase Date,  without
                  recourse or warranty, an undivided  participation  interest in
                  such  outstanding   Revolving  Loans  in  the  proportion  its
                  Revolving   Commitment   Percentage  bears  to  the  Revolving
                  Committed  Amount  (after  giving  effect  to such  Facilities
                  Increase) so as to ensure  that,  on the  Facilities  Increase
                  Date after giving  effect to such  Facilities  Increase,  each
                  Revolving Lender is owed no more than its proportionate  share
                  of the Revolving Loans outstanding on such Facilities Increase
                  Date.

                                    (v) From and after the  Facilities  Increase
                  Date, the term  "LENDERS",  as used herein,  shall include all
                  Eligible  Assignees  which  become  Lenders  pursuant  to this
                  SECTION 2.10(A).

This  SUBSECTION (A) shall  supercede any provisions of SECTION 2.12 or 10.01 to
the contrary.

                  (b)  OPTIONAL   TERMINATION   OR   REDUCTION  OF   COMMITMENTS
(PRO-RATA).  The Company may from time to time  permanently  reduce or terminate
the Revolving Committed Amount in whole or in part (in minimum aggregate amounts
of $2,000,000 or any whole  multiple of $500,000 in excess thereof (or, if less,
the full remaining amount of the then applicable  Revolving  Committed  Amount))
upon five Business Days' prior written or telecopy notice to the  Administrative
Agent;  PROVIDED,  HOWEVER,  that no such termination or reduction shall be made
which would cause the Revolving  Outstandings to exceed the Revolving  Committed
Amount as so reduced,  unless,  concurrently with such termination or reduction,
the Revolving Loans are repaid (and, after the Revolving Loans have been paid in
full,  the Swing Line Loans are repaid and, after the Swing Line Loans have been
paid in  full,  the L/C  Obligations  are  Cash  Collateralized)  to the  extent
necessary to eliminate  such excess.  The  Administrative  Agent shall  promptly
notify each affected  Lender of the receipt by the  Administrative  Agent of any
notice from the Company pursuant to this SECTION 2.10(B).  Any partial reduction
of the  Revolving  Committed  Amount  pursuant to this SECTION  2.10(B) shall be
applied to the Revolving  Commitments  of the Lenders  pro-rata based upon their
respective  Revolving  Commitment  Percentages.  The  Company  shall  pay to the
Administrative Agent for the account of the Lenders in accordance with the terms
of SECTION 2.11, on the date of each  termination  or reduction of the Revolving
Committed  Amount,  any fees  accrued  through the date of such  termination  or
reduction  on the amount of the  Revolving  Committed  Amount so  terminated  or
reduced.


                                      -66-
<PAGE>

                  (c) TERMINATION.  The Revolving Commitments of the Lenders and
the L/C  Commitments  of the L/C Issuers shall  terminate  automatically  on the
Revolving  Termination  Date. The Swing Line Commitment of the Swing Line Lender
shall terminate  automatically  on the Swing Line  Termination  Date. The Term B
Closing  Date   Commitments  of  the  Lenders  shall   terminate   automatically
immediately  after the making of the Term Loans on the Closing Date.  The Term B
Delayed Draw  Commitments of the Lenders shall  terminate  automatically  on the
Term B Delayed Draw Termination Date.

                  (d) GENERAL. The Company shall pay to the Administrative Agent
for the account of the Lenders in accordance  with the terms of SECTION 2.11, on
the date of each termination or reduction of the Revolving Committed Amount, the
Revolving  Commitment  Fee  accrued  through  the  date of such  termination  or
reduction  on the amount of the  Revolving  Committed  Amount so  terminated  or
reduced.

                  SECTION 2.11 FEES.

                  (a)   COMMITMENT   FEES.   The   Company   shall  pay  to  the
Administrative  Agent  for the  account  of each  Revolving  Lender  a fee  (the
"REVOLVING  COMMITMENT FEE") on such Lender's Revolving Commitment Percentage of
the daily Unused Revolving  Committed  Amount,  computed at a per annum rate for
each day at a rate equal to the then  applicable  rate per annum set forth under
the caption  "Applicable  Margin for Revolving  Commitment Fees" in the table in
the definition of "Applicable  Margin" in SECTION 1.01. The Company shall pay to
the  Administrative  Agent for the account of each Term B Delayed  Draw Lender a
fee (the "TERM B DELAYED DRAW COMMITMENT  FEE" and,  together with the Revolving
Commitment Fee, the "COMMITMENT FEES") equal to 0.75% per annum on such Lender's
Term B Delayed Draw  Commitment  Percentage  of the unfunded Term B Delayed Draw
Committed  Amount.  The Commitment  Fees shall commence to accrue on the Closing
Date and shall be due and  payable in arrears on the last  Business  Day of each
March, June,  September and December (and any date that the Revolving  Committed
Amount is reduced as  provided  in  SECTION  2.10(B) or the Term B Delayed  Draw
Commitment  Amount is reduced and the Revolving  Termination Date and the Term B
Delayed Draw Termination Date) for the quarter or portion thereof ending on each
such date,  beginning  with the first of such dates to occur  after the  Closing
Date.

                  (b) LETTER OF CREDIT FEES.

                                    (i)  LETTER  OF  CREDIT  ISSUANCE  FEE.  The
                  Company shall pay to the Administrative  Agent for the account
                  of each Revolving Lender a fee (the "LETTER OF CREDIT FEE") on
                  such Lender's Revolving  Commitment  Percentage of the average
                  daily  maximum  amount  available  to be drawn under each such
                  Letter of Credit  (whether or not such maximum  amount is then
                  in effect under such Letter of Credit) computed at a per annum
                  rate for each  day  from the date of  issuance  to the date of
                  expiration equal to the Applicable Margin for Letter of Credit
                  Fees in effect  from time to time.  The  Letter of Credit  Fee
                  will be computed on a quarterly  basis in arrears and shall be
                  due and  payable  on the first  Business  Day after the end of
                  each fiscal  quarter,  commencing with the first of such dates
                  to occur  after the date of issuance of such Letter of Credit,
                  and on the Letter of Credit  Expiration Date and thereafter on
                  demand.

                                    (ii)  FRONTING  FEES.  The Company shall pay
                  directly to each L/C Issuer for its own account a fronting fee
                  in the  amount  equal to 1/8 of 1% per annum  (or such  lesser
                  amount  agreed to with such L/C  Issuer) on the daily  maximum
                  amount available to be drawn  thereunder  (whether or not such
                  maximum amount is then in effect under such Letter of Credit).
                  Such  fronting  fee shall be computed on a quarterly  basis in
                  arrears and without  duplication  of any similar  fronting fee
                  which may then be in effect or which have previously been paid
                  with respect to any Existing Letter of Credit and shall be due
                  and  payable on the first  Business  Day after the end of each
                  fiscal quarter,  commencing with the first such date after the
                  issuance of such Letter of Credit, and on the Letter of Credit
                  Expiration Date and thereafter on demand.


                                      -67-
<PAGE>

                                    (iii) L/C ISSUER  FEES.  In  addition to the
                  Letter of Credit Fee payable  pursuant to CLAUSE (I) above and
                  any fronting fees payable  pursuant to CLAUSE (II) above,  the
                  Company  promises to pay to the L/C Issuer for its own account
                  without  sharing  by the other  Lenders  the  letter of credit
                  fronting and negotiation fees agreed to by the Company and the
                  L/C Issuer from time to time and the  customary  charges  from
                  time to time of the L/C Issuer  with  respect to the  issuance
                  (but excluding the issuance of any Existing Letter of Credit),
                  amendment,   transfer,   administration,    cancellation   and
                  conversion  of, and  drawings  under,  such  Letters of Credit
                  (collectively, the "L/C ISSUER FEES"). L/C Issuer Fees are due
                  when earned and payable on demand and are nonrefundable.

                                    (iv)   COMPUTATION  OF  CERTAIN  FEES  AFTER
                  DEFAULT.  Upon the occurrence and during the continuance of an
                  Event of Default and after the  imposition of the Default Rate
                  pursuant  to  SECTION  2.06(C)(II),  the  Letter of Credit Fee
                  payable under SUBSECTION (I) above shall be computed at a rate
                  per annum equal to the Default Rate.

                  (c) OTHER  FEES.  The  Company  shall  pay to the  Joint  Lead
Arrangers and the Administrative Agent for their own respective accounts fees in
the amounts  and at the times  specified  in the Fee Letter.  Such fees shall be
fully earned when paid and shall not be  refundable  for any reason  whatsoever.
The  Company  shall pay to the Lenders  such fees as shall have been  separately
agreed upon in writing in the amounts and at the times so  specified.  Such fees
shall be fully  earned  when  paid and shall not be  refundable  for any  reason
whatsoever.

                  SECTION  2.12  PRO-RATA   TREATMENT.   Except  to  the  extent
otherwise provided herein:

                  (a) LOANS.  Each  Borrowing,  each  payment or  prepayment  of
principal  of or interest on any Loan,  each payment of fees (other than the L/C
Issuer Fees retained by an L/C Issuer for its own account and the administrative
fees  retained  by the  Agents for their own  account),  each  reduction  of the
Revolving  Committed  Amount and each  conversion or  continuation  of any Loan,
shall be allocated  pro-rata among the relevant  Lenders in accordance  with the
respective  Revolving  Commitment  Percentages,  Term B Closing Date  Commitment
Percentages and Term B Delayed Draw Commitment  Percentages,  as applicable,  of
such  Lenders  (or, if the  Commitments  of such  Lenders  have  expired or been
terminated,   in  accordance  with  the  respective  principal  amounts  of  the
outstanding  Loans of the applicable Class and  Participation  Interests of such
Lenders);  PROVIDED that, in the event any amount paid to any Lender pursuant to
this  SUBSECTION  (A)  is  rescinded  or  must  otherwise  be  returned  by  the
Administrative  Agent, each Lender shall, upon the request of the Administrative
Agent, repay to the Administrative Agent the amount so paid to such Lender, with
interest for the period  commencing  on the date such payment is returned by the
Administrative  Agent  until the date the  Administrative  Agent  receives  such
repayment at a rate per annum equal to the greater of the Federal Funds Rate and
a rate  determined  by the  Administrative  Agent  in  accordance  with  banking
industry rules on interbank compensation.

                  (b) LETTERS OF CREDIT.  Each payment of L/C Obligations  shall
be allocated to each Revolving  Lender pro-rata in accordance with its Revolving
Commitment Percentage;  PROVIDED that, if any Revolving Lender shall have failed
to pay its applicable  pro-rata share of any L/C  Disbursement as required under
SECTION  2.05(F)(IV)  or (VI),  then any amount to which such  Revolving  Lender
would  otherwise be entitled  pursuant to this  SUBSECTION  (B) shall instead be
payable to the L/C Issuer.

                                      -68-
<PAGE>

                  SECTION  2.13  SHARING OF PAYMENTS  BY LENDERS.  If any Lender
shall, by exercising any right of setoff or  counterclaim  or otherwise,  obtain
payment in respect of any  principal  of or interest on any of the Loans made by
it, or of its Participation  Interests in L/C Obligations or in Swing Line Loans
held by it resulting in such Lender's  receiving  payment of a proportion of the
aggregate  amount of such  Loans or such  Participation  Interests  and  accrued
interest  thereon  greater than its pro-rata  share thereof as provided  herein,
then  the  Lender  receiving  such  greater  proportion  shall  (i)  notify  the
Administrative  Agent of such fact,  and (ii)  purchase (for cash at face value)
participations in the Loans and subparticipations in the Participation Interests
in L/C Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments  as shall be  equitable,  so that the  benefit of all such  payments
shall be shared by the Lenders ratably in accordance  with the aggregate  amount
of principal of and accrued interest on their respective Loans and other amounts
owing thereon; PROVIDED that:

                                    (i)   if   any   such    participations   or
                  subparticipations  are purchased and all or any portion of the
                  payment giving rise thereto is recovered,  such participations
                  or subparticipations shall be rescinded and the purchase price
                  restored to the extent of such recovery, without interest; and

                                    (ii) the  provisions  of this Section  shall
                  not be  construed  to  apply  to (A) any  payment  made by the
                  Company  pursuant to and in accordance  with the express terms
                  of this  Agreement or (B) any payment  obtained by a Lender as
                  consideration for the assignment of or sale of a participation
                  in any of its  Loans  or  subparticipations  in  Participation
                  Interests  in L/C  Obligations  or  Swing  Line  Loans  to any
                  assignee  or  participant,  other  than to the  Company or any
                  Subsidiary thereof (as to which the provisions of this Section
                  shall apply).

Each Loan Party  consents  to the  foregoing  and  agrees,  to the extent it may
effectively  do  so  under   applicable   Law,  that  any  Lender   acquiring  a
participation  pursuant to the foregoing  arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such  participation
as fully as if such  Lender  were a direct  creditor  of such Loan  Party in the
amount of such participation.


                  SECTION  2.14  PAYMENTS  GENERALLY;   ADMINISTRATIVE   AGENT'S
CLAWBACK.

                  (a)  PAYMENTS BY THE  COMPANY.  All payments to be made by the
Company  shall be made  without  condition or  deduction  for any  counterclaim,
defense,  recoupment  or setoff.  Each  payment of  principal of and interest on
Loans,  L/C Obligations and fees hereunder  (other than fees payable directly to
the L/C Issuers) shall be paid not later than 3:00 P.M. on the date when due, in
Federal or other funds immediately  available to the Administrative Agent at the
account designated by it by notice to the Company.  Payments received after 3:00
P.M.  shall be deemed to have been  received on the next  Business  Day, and any
applicable  interest or fee shall continue to accrue. The  Administrative  Agent
may in its sole discretion,  distribute such payments to the applicable  Lenders
on the date of receipt thereof,  if such payment is received prior to 3:00 P.M.;
otherwise the Administrative Agent may, in its sole discretion,  distribute such
payment  to the  applicable  Lenders  on the date of  receipt  thereof or on the
immediately succeeding Business Day. Whenever any payment hereunder shall be due
on a day which is not a Business  Day,  the date for  payment  thereof  shall be
extended to the next  succeeding  Business Day (and such extension of time shall
be reflected in computing  interest or fees, as the case may be), unless (in the
case of Eurodollar  Loans) such Business Day falls in another calendar month, in
which case the date for payment  thereof  shall be the next  preceding  Business
Day. If the date for any payment of principal is extended by operation of Law or
otherwise, interest thereon shall be payable for such extended time.

                  (b)  PAYMENTS BY COMPANY;  PRESUMPTION  BY THE  ADMINISTRATIVE
AGENT. Unless the Administrative  Agent shall have received notice (which may be
by telephone if promptly  confirmed  in writing)  from the Company  prior to the
date on which any payment is due to the Lenders or any L/C Issuer hereunder that
the Company will not make such payment, the Administrative Agent may assume that
the Company has made such payment on such date in accordance herewith,  and may,
in reliance upon such assumption,  distribute to the Lenders or the L/C issuers,
as the case may be, the amount  due.  In such  event,  if the Company has not in
fact made such payment, then each of the Lenders or the L/C issuers, as the case
may be,  severally  agrees to repay to the  Administrative  Agent  forthwith  on
demand the amount so  distributed  to such Lender or L/C issuer,  in immediately
available funds with interest thereon,  for each day from and including the date
such  amount  is  distributed  to but  excluding  the  date  of  payment  to the
Administrative  Agent,  at the  greater  of the  Federal  Funds  Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank  compensation.  A notice of the Administrative  Agent to any Lender
with respect to any amount owing under this  SUBSECTION (B) shall be conclusive,
absent manifest error.


                                      -69-
<PAGE>

                  (c)  FAILURE TO SATISFY  CONDITIONS  PRECEDENT.  If any Lender
makes  available  to the  Administrative  Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this ARTICLE II, and such
funds are not made available to the Company by the Administrative  Agent because
the  conditions to the applicable  Credit  Extension set forth in ARTICLE IV are
not satisfied or waived in accordance with the terms hereof,  the Administrative
Agent shall  return such funds (in like funds as received  from such  Lender) to
such Lender without interest.

                  (d)  OBLIGATIONS OF LENDERS  SEVERAL.  The  obligations of the
Lenders  hereunder  to make Loans and to  purchase  Participation  Interests  in
Letters of Credit and Swing Line Loans are several and not joint. The failure of
any  Lender to make a Loan  required  to be made by it as part of any  Borrowing
hereunder or to fund a Participation Interest shall not relieve any other Lender
of its  obligation,  if any,  hereunder  to make  any  Loan on the  date of such
Borrowing  or fund any  such  Participation  Interest,  but no  Lender  shall be
responsible  for the failure of any other  Lender to make the Loan to be made by
such other Lender on such date of Borrowing or fund its Participation Interest.

                  (e) FUNDING SOURCE. Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner or
to constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

                  (f)  COMPUTATIONS.  All computations of interest for Base Rate
Loans when the Base Rate is determined  by Bank of America's  "prime rate" shall
be made on the  basis of a year of 365 or 366  days,  as the  case  may be,  and
actual days elapsed.  All other  computations of fees and interest shall be made
on the basis of a 360-day  year and actual days elapsed  (which  results in more
fees or interest,  as applicable,  being paid than if computed on the basis of a
365-day  year).  Interest shall accrue on each Loan for the day on which Loan is
made (or converted or continued), and shall not accrue on a Loan, or any portion
thereof,  for the day on which the Loan or such portion is paid,  provided  that
any Loan  that is repaid  on the same day on which it is made (or  continued  or
converted)  shall,  subject to SUBSECTION (A) above,  bear interest for one day.
Each  determination  by the  Administrative  Agent  of an  interest  rate or fee
hereunder  shall be  conclusive  and binding for all purposes,  absent  manifest
error.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

                  SECTION 3.01 TAXES.

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


                                      -70-
<PAGE>

                  (b) PAYMENT OF OTHER TAXES BY THE  COMPANY.  Without  limiting
the provisions of SUBSECTION  (A) above,  the Company shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable Law.

                  (c)   INDEMNIFICATION  BY  THE  COMPANY.   The  Company  shall
indemnify the  Administrative  Agent, each Lender and the L/C Issuer,  within 10
days after  demand  therefor,  for the full amount of any  Indemnified  Taxes or
Other Taxes (including  Indemnified  Taxes or Other Taxes imposed or asserted on
or   attributable   to  amounts   payable   under  this  Section)  paid  by  the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed or asserted by the relevant  Governmental  Authority;  PROVIDED
that if the Company  reasonably  believes  that such taxes were not correctly or
legally asserted,  the Administrative  Agent or such Lender, as the case may be,
will use reasonable  efforts to cooperate with the Company to obtain a refund of
such taxes so long as such efforts would not, in the sole  determination  of the
Administrative  Agent  or  such  Lender,  as the  case  may  be,  result  in any
additional  costs,  expenses or risks or be otherwise  disadvantageous  to it. A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Company by a Lender or the L/C Issuer (with a copy to the Administrative Agent),
or by the Administrative Agent on its own behalf or on behalf of a Lender or the
L/C Issuer, shall be conclusive absent manifest error.

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

                  (e) STATUS OF LENDERS.  Any Foreign Lender that is entitled to
an  exemption  from  or  reduction  of  withholding  tax  under  the  Law of the
jurisdiction in which the Company is resident for tax purposes, or any treaty to
which such jurisdiction is a party, with respect to payments  hereunder or under
any  other  Loan  Document  shall  deliver  to the  Company  (with a copy to the
Administrative  Agent),  at the time or times  prescribed by  applicable  law or
reasonably  requested by the Company or the Administrative  Agent, such properly
completed and executed documentation prescribed by applicable Law as will permit
such  payments  to  be  made  without  withholding  or  at  a  reduced  rate  of
withholding.  In  addition,  any  Lender,  if  requested  by the  Company or the
Administrative  Agent,  shall  deliver such other  documentation  prescribed  by
applicable  Law or  reasonably  requested  by the Company or the  Administrative
Agent as will  enable  the  Company  or the  Administrative  Agent to  determine
whether  or not such  Lender is  subject to backup  withholding  or  information
reporting requirements.


                  Without limiting the generality of the foregoing, in the event
that the Company is resident for tax purposes in the United States,  any Foreign
Lender shall deliver to the Company and the Administrative Agent (in such number
of copies as shall be  requested  by the  recipient)  on or prior to the date on
which such Foreign  Lender  becomes a Lender under this Agreement (and from time
to time thereafter upon the request of the Company or the Administrative  Agent,
but only if such Foreign Lender is legally entitled to do so),  whichever of the
following is applicable:

                                      -71-
<PAGE>

                                    (i)  duly   completed   copies  of  Internal
                  Revenue Service Form W-8BEN claiming  eligibility for benefits
                  of an income tax treaty to which the United States is a party;

                                    (ii)  duly  completed   copies  of  Internal
                  Revenue Service Form W-8ECI;

                                    (iii)  in  the  case  of  a  Foreign  Lender
                  claiming the benefits of the exemption for portfolio  interest
                  under section  881(c) of the Code,  (A) a  certificate  to the
                  effect that such Foreign Lender is not (x) a "bank" within the
                  meaning of section 881(c)(3)(A) of the Code, (y) a "10 percent
                  shareholder"  of the  Company  within  the  meaning of section
                  881(c)(3)(B)  of  the  Code,  or  (z)  a  "controlled  foreign
                  corporation" described in section 881(c)(3)(C) of the Code and
                  (B) duly  completed  copies of Internal  Revenue  Service Form
                  W-8BEN, or

                                    (iv) any other form prescribed by applicable
                  Law as a basis for claiming  exemption  from or a reduction in
                  United States Federal  withholding tax duly completed together
                  with such supplementary  documentation as may be prescribed by
                  applicable   law  to  permit  the  Company  to  determine  the
                  withholding or deduction required to be made.

                  (f) INABILITY OF LENDER TO SUBMIT FORMS. If any Foreign Lender
determines,  as a result of any change in applicable law,  regulation or treaty,
or in any official application or interpretation  thereof,  that it is unable to
submit to the Company or the  Administrative  Agent any form or certificate that
such Foreign  Lender is obligated to submit  pursuant to subsection  (e) of this
SECTION 3.01 or that such  Foreign  Lender is required to withdraw or cancel any
such form or  certificate  previously  submitted or any such form or certificate
otherwise becomes ineffective or inaccurate,  such Foreign Lender shall promptly
notify the  Company  and the  Administrative  Agent of such fact and the Foreign
Lender  shall  to  that  extent  not  obligated  to  provide  any  such  form or
certificate  and will be entitled to  withdraw  or cancel any  affected  form or
certificate, as applicable.

                  (g) If any Foreign  Lender is entitled to a reduction  in (and
not complete exemption from) the applicable withholding tax, the Company and the
Administrative  Agent may  withhold  from any  interest  payment to such Foreign
Lender an amount equivalent to the applicable  withholding tax after taking into
account  such  reduction.  If any of the forms or other  documentation  required
under  subsection  (e) above are not  delivered to the  Administrative  Agent as
therein  required  (as  modified by  subsection  (f)),  then the Company and the
Administrative  Agent may  withhold  from any  interest  payment to such Foreign
Lender not providing such forms or other  documentation an amount  equivalent to
the applicable withholding tax.

                  (h) TREATMENT OF CERTAIN REFUNDS. If the Administrative Agent,
any Lender or any L/C Issuer  determines,  in its sole  discretion,  that it has
received  a  refund  of any  Taxes  or  Other  Taxes  as to  which  it has  been
indemnified  by the  Company  or with  respect  to which  the  Company  has paid
additional  amounts  pursuant  to this  Section,  it shall pay to the Company an
amount equal to such refund (but only to the extent of indemnity  payments made,
or additional  paid, by the Company under this Section with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the  Administrative  Agent,  such Lender or such L/C Issuer, as the case may be,
and without interest (other than any interest paid by the relevant  Governmental
Authority  with respect to such  refund),  PROVIDED  that the Company,  upon the
request of the Administrative  Agent, such Lender or such L/C Issuer,  agrees to
repay the amount paid over to the Company (plus any penalties, interest or other
charges imposed by the relevant  Governmental  Authority) to the  Administrative
Agent,  such  Lender or such L/C Issuer in the event the  Administrative  Agent,
such  Lender  or such L/C  Issuer  is  required  to repay  such  refund  to such
Governmental  Authority.  This subsection  shall not be construed to require the
Administrative  Agent,  any Lender or any L/C Issuer to make  available  its tax
returns  (or  any  other  information  relating  to  its  taxes  that  it  deems
confidential) to the Company or any other Person.


                                      -72-
<PAGE>

                  SECTION  3.02  ILLEGALITY.  If,  on or after  the date of this
Agreement,  the adoption of any applicable  Law, or any change in any applicable
Law,  or any  change in the  interpretation  or  administration  thereof  by any
Governmental  Authority,  central  bank or  comparable  agency  charged with the
interpretation  or administration  thereof,  or compliance by any Lender (or its
Lending  Office) with any request or directive  (whether or not having the force
of Law) of any such authority,  central bank or comparable  agency shall make it
unlawful or impossible for any Lender (or its Lending Office) to make,  maintain
or fund  any of its  Eurodollar  Loans  and such  Lender  shall  so  notify  the
Administrative  Agent,  the  Administrative  Agent shall  forthwith  give notice
thereof to the other  Lenders  and the  Company,  whereupon,  until such  Lender
notifies the Company and the Administrative  Agent that the circumstances giving
rise to such  suspension no longer exist,  the obligation of such Lender to make
Eurodollar Loans, or to convert  outstanding Loans into Eurodollar Loans,  shall
be suspended.  If such notice is given, each Eurodollar Loan of such Lender then
outstanding shall be converted to a Base Rate Loan either (i) on the last day of
the then current  Interest Period  applicable to such  Eurodollar  Loan, if such
Lender may lawfully  continue to maintain and fund such Loan to such day or (ii)
immediately, if such Lender shall determine that it may not lawfully continue to
maintain and fund such Loan to such day.

                  SECTION 3.03 INABILITY TO DETERMINE  RATES.  If on or prior to
the first day of any Interest Period for any Eurodollar Loan:

                                    (i)  the  Administrative   Agent  determines
                  (which  determination  shall be conclusive)  that by reason of
                  circumstances  affecting  the  relevant  market,  adequate and
                  reasonable  means do not exist for ascertaining the applicable
                  Eurodollar Rate for such Interest Period; or

                                    (ii)  Lenders  having  50%  or  more  of the
                  aggregate amount of the Commitments  advise the Administrative
                  Agent  that  the   Eurodollar   Rate  as   determined  by  the
                  Administrative  Agent will not  adequately  and fairly reflect
                  the cost to such Lenders of funding their Eurodollar Loans for
                  such Interest Period;

the Administrative  Agent shall forthwith give notice thereof to the Company and
the Lenders, whereupon, until the Administrative Agent notifies the Company that
the  circumstances  giving  rise to such  suspension  no longer  exist,  (i) the
obligations of the Lenders to make  Eurodollar  Loans, or to continue or convert
outstanding Loans as or into Eurodollar Loans,  shall be suspended and (ii) each
outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last
day of the then current Interest Period applicable  thereto.  Unless the Company
notifies the  Administrative  Agent prior to 12:00 pm on the Business Day of the
date of any Eurodollar  Borrowing for which a Notice of Borrowing has previously
been  given  that it elects not to borrow on such  date,  such  Borrowing  shall
instead be made as a Base Rate  Borrowing  in the same  aggregate  amount as the
requested  Borrowing and shall bear interest for each day from and including the
first  day to but  excluding  the last  day of the  Interest  Period  applicable
thereto at the rate applicable to Revolving Base Rate Loans for such day.


                  SECTION  3.04  INCREASED  COSTS AND  REDUCED  RETURN;  CAPITAL
ADEQUACY.

                  (a) INCREASED COSTS GENERALLY. If any Change in Law shall:


                                    (i) impose,  modify or deem  applicable  any
                  reserve, special deposit, compulsory loan, insurance charge or
                  similar  requirement  against assets held by, deposits with or
                  for the account of, or credit  extended or participated in by,
                  any  Lender  (or  its  Lending  Office)  (except  any  reserve
                  requirement  which is  reflected in the  determination  of the
                  Adjusted Eurodollar Rate hereunder);


                                      -73-
<PAGE>

                                    (ii)  subject  any  Lender  (or its  Lending
                  Office) or L/C Issuer to any tax of any kind  whatsoever  with
                  respect  to  this  Agreement,   any  Letter  of  Credit,   any
                  Participation Interest in a Letter of Credit or any Eurodollar
                  Loan made by it, or change the basis of  taxation  of payments
                  to such  Lender or L/C Issuer in respect  thereof  (except for
                  Indemnified  Taxes or Other Taxes  covered by SECTION 3.01 and
                  the  imposition of, or any change in the rate of, any Excluded
                  Tax payable by such Lender of the L/C Issuer);

                                    (iii)  impose on any Lender (or its  Lending
                  Office) or L/C Issuer or the London interbank market any other
                  condition,   cost  or  expense  affecting  this  Agreement  or
                  Eurodollar  Loans made by such  Lender or any Letter of Credit
                  or Participation Interest therein;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender (or its Lending  Office) of making or maintaining any Eurodollar Loan (or
of maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or any L/C Issuer of  participating  in, issuing or maintaining  any
Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender or L/C Issuer  hereunder  (whether of principal,  interest or any
other amount) then, upon request of such Lender or L/C Issuer,  the Company will
pay to such Lender or L/C Issuer,  as the case may be, such additional amount or
amounts as will  compensate  such Lender or L/C Issuer,  as the case may be, for
such additional costs incurred or reduction suffered.

                  (b)  CAPITAL  REQUIREMENTS.   If  any  Lender  or  L/C  Issuer
determines  that any Change in Law  affecting  such  Lender or L/C Issuer or any
Lending Office of such Lender or such Lender's or L/C Issuer's  holding company,
if any, regarding capital  requirements has or would have the effect of reducing
the rate of return  on such  Lender's  or such L/C  Issuer's  capital  or on the
capital of such  Lender's or such L/C  Issuer's  holding  company,  if any, as a
consequence of this Agreement,  the Commitments of such Lender or the Loans made
by, or Participation Interests in Letters of Credit held by, such Lender, or the
Letters of Credit  issued by such L/C  Issuer,  to a level below that which such
Lender or L/C Issuer or such Lender's or L/C Issuer's holding company could have
achieved but for such Change in Law (taking into  consideration such Lender's or
L/C Issuer's  policies and the policies of such Lender's or L/C Issuer's holding
company  with respect to capital  adequacy),  then from time to time the Company
will pay to such  Lender  or L/C  Issuer,  as the case may be,  such  additional
amount or amounts as will  compensate such Lender or L/C Issuer or such Lender's
or L/C Issuer's holding company for any such reduction suffered.

                  (c) CERTIFICATES FOR REIMBURSEMENT.  A certificate of a Lender
or L/C Issuer  setting forth the amount  necessary to compensate  such Lender or
L/C  Issuer  or its  holding  company,  as the  case  may be,  as  specified  in
SUBSECTION  (A) or (B) of this  Section and  delivered  to the Company  shall be
conclusive  absent  manifest  error.  The  Company  shall pay such Lender or L/C
Issuer,  as the case may be,  the  amount  shown as due on any such  certificate
within 10 days after receipt thereof.

(d) DELAYS IN REQUESTS. Failure or delay on the part of any Lender or L/C Issuer
to demand  compensation  pursuant to the  foregoing  provisions  of this Section
shall not  constitute a waiver of such Lender's or L/C Issuer's  right to demand
such compensation, PROVIDED that the Company shall not be required to compensate
a Lender or L/C Issuer pursuant to the foregoing  provisions of this Section for
any increased costs incurred or reductions suffered more than three months prior
to the date that such Lender or L/C  Issuer,  as the case may be,  notifies  the
Company of the Change in Law giving rise to such  increased  costs or reductions
and of such Lender's or L/C Issuer's  intention to claim  compensation  therefor
(except  that,  if the  Change in Law  giving  rise to such  increased  costs or
reductions is retroactive, then the nine-month period referred to above shall be
extended to include the period of retroactive effect thereof).

                  SECTION 3.05 COMPENSATION FOR LOSSES.  Promptly upon demand of
any Lender  (with a copy to the  Administrative  Agent)  from time to time,  the
Company shall promptly  compensate such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of:


                                      -74-
<PAGE>

                                    (i) any continuation, conversion, payment or
                  prepayment  of any Loan  other  than a Base Rate Loan on a day
                  other than the last day of the  Interest  Period for such Loan
                  (whether  voluntary,   mandatory,   automatic,  by  reason  of
                  acceleration, or otherwise);

                                    (ii)  any  failure  by  the  Company  (for a
                  reason  other than the  failure of such Lender to make a Loan)
                  to prepay,  borrow,  continue or convert any Loan other than a
                  Base Rate Loan on the date or in the  amount  notified  by the
                  Company; or

                                    (iii) any  assignment  of a Eurodollar  Rate
                  Loan on a day other than the last day of the  Interest  Period
                  therefore as a result of a request by the Company  pursuant to
                  SECTION 10.13;

excluding  any loss of  anticipated  profits but  including  any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan or from fees payable to terminate  the deposits  from which such funds
were  obtained.  The Company  shall also pay any customary  administrative  fees
charged by such Lender in connection  with the  foregoing.  A certificate  (with
reasonable  supporting detail) of any Lender setting forth any amount or amounts
which such Lender is entitled to receive  pursuant to this SECTION 3.05 shall be
delivered to the Company and shall be conclusive absent manifest error; PROVIDED
that the Company  shall not be required to  compensate  such Lender  pursuant to
this Section for any increased  costs or reductions  incurred more than 180 days
prior to the date that such  Lender  notifies  the  Company  in  writing  of the
increased  costs  or  reductions  and  of  such  Lender's   intention  to  claim
compensation thereof;  PROVIDED,  FURTHER that, if the change in law giving rise
to such increased  costs or reductions is  retroactive,  then the 180-day period
referred to above shall be extended to include the period of retroactive  effect
thereof.


                  For purposes of calculating  amounts payable by the Company to
the Lenders under this SECTION 3.05,  each Lender shall be deemed to have funded
each  Eurodollar  Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or, other borrowing in the London interbank  eurodollar  market
for a  comparable  amount  and for a  comparable  period,  whether  or not  such
Eurodollar Rate Loan was in fact so funded.

                  SECTION  3.06  BASE  RATE  LOANS   SUBSTITUTED   FOR  AFFECTED
EURODOLLAR LOANS. If (i) the obligation of any Lender to make, or to continue or
convert outstanding Loans as or to, Eurodollar Loans has been suspended pursuant
to SECTION 3.02 or (ii) any Lender has demanded  compensation under SECTION 3.01
or 3.04 with respect to its Eurodollar  Loans,  and in any such case the Company
shall,  by at least five Business  Days' prior notice to such Lender through the
Administrative  Agent,  have  elected that the  provisions  of this SECTION 3.06
shall apply to such  Lender,  then,  unless and until such Lender  notifies  the
Company  that the  circumstances  giving rise to such  suspension  or demand for
compensation  no longer exist,  all Loans which would  otherwise be made by such
Lender as (or  continued as or converted to)  Eurodollar  Loans shall instead be
Base  Rate   Loans  (on  which   interest   and   principal   shall  be  payable
contemporaneously  with the related  Eurodollar Loans of the other Lenders).  If
such Lender  notifies  the Company  that the  circumstances  giving rise to such
suspension or demand for  compensation no longer exist,  the principal amount of
each such Base Rate Loan shall be converted into a Eurodollar  Loan on the first
day of the next succeeding  Interest Period applicable to the related Eurodollar
Loans of the other Lenders.


                                      -75-
<PAGE>

                  SECTION 3.07 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

                  (a) DESIGNATION OF A DIFFERENT  LENDING OFFICE.  If any Lender
requests  compensation under SECTION 3.04, or the Company is required to pay any
additional amount to any lender or any Governmental Authority for the account of
any Lender pursuant to SECTION 3.01, or if any Lender gives a notice pursuant to
SECTION  3.02,  then such Lender  shall use  reasonable  efforts to  designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and  obligations  hereunder  to another of its  offices,  branches or
affiliates,  if, in the judgment of such Lender,  such designation or assignment
(i) would eliminate or reduce amounts payable  pursuant to SECTION 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to SECTION 3.02, as  applicable,  and (ii) in each case,  would not subject such
Lender  to  any  unreimbursed  cost  or  expense  and  would  not  otherwise  be
disadvantageous  to such Lender. The Company hereby agrees to pay all reasonable
costs  and  expenses  incurred  by  any  Lender  in  connection  with  any  such
designation or assignment.

                  (b)   REPLACEMENT   OF   LENDERS.   If  any  Lender   requests
compensation  under  SECTION  3.04,  or if the  Company is  required  to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender  pursuant to SECTION  3.01,  the  Company may replace  such Lender in
accordance with SECTION 10.13.

                  SECTION 3.08 SURVIVAL.  All of the Company's obligations under
this ARTICLE III shall survive  termination of the  Commitments and repayment of
all other Senior Credit Obligations hereunder.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

                  SECTION  4.01  CONDITIONS  TO INITIAL  CREDIT  EXTENSION.  The
obligation  of each L/C  issuer  and each  Lender  to make  its  initial  Credit
Extension  hereunder is subject to the  satisfaction  or waiver of the following
conditions precedent:

                  (a) EXECUTED  LOAN  DOCUMENTS.  Receipt by the  Administrative
Agent of duly  executed  counterparts  from  each  party  thereto  of:  (i) this
Agreement; (ii) the Notes; (iii) the Guaranty; (iv) the Collateral Documents and
(v) all other Loan Documents, each in form and substance reasonably satisfactory
to each of the Lenders.

                  (b)  LEGAL  MATTERS.   All  legal  matters  incident  to  this
Agreement and the borrowings  hereunder shall be reasonably  satisfactory to the
Administrative Agent and to Fried Frank Harris Shriver & Jacobson,  LLP, counsel
for the Administrative Agent.

                  (c)  ORGANIZATION  DOCUMENTS.   After  giving  effect  to  the
transactions  contemplated hereby, the Administrative Agent shall have received:
(i) a copy of the Organization  Documents,  including all amendments thereto, of
each Loan  Party,  certified  as of a recent date by the  Secretary  of State or
other  applicable  Governmental  Authority  of its  respective  jurisdiction  of
organization,  and a certificate as to the good standing (or comparable  status)
of each Loan Party from such  Secretary of State,  as of a recent  date;  (ii) a
certificate as to the good standing (or  comparable  status) of each Loan Party,
as of a recent date, from the Secretary of State or other  applicable  authority
of its  respective  jurisdiction  of  organization  and from each other state in
which such Loan Party is qualified or is required to be qualified to do business
except those states wherein the failure to be qualified to do business would not
reasonably be expected to have a Material Adverse Effect; (iii) a certificate of
the  Secretary or Assistant  Secretary of each Loan Party dated the Closing Date
and certifying (A) that the  Organization  Documents of such Loan Party have not
been  amended  since  the  date  of the  last  amendment  thereto  shown  on the
certificate of good standing from its  jurisdiction  of  organization  furnished
pursuant to CLAUSE (II) above;  (B) that attached thereto is a true and complete
copy of the agreement of limited partnership,  operating agreement or by-laws of
such Loan Party,  as  applicable,  as in effect on the  Closing  Date and at all
times since a date prior to the date of the resolutions  described in CLAUSE (C)
below, (C) that attached thereto is a true and complete copy of resolutions duly
adopted by the board of  directors  or other  governing  body of such Loan Party
authorizing  the  execution,  delivery and  performance of the Loan Documents to
which  it is to be a party  and,  in the  case of the  Company,  the  borrowings
hereunder,  and that  such  resolutions  have not been  modified,  rescinded  or
amended  and are in full  force and  effect;  and (D) as to the  incumbency  and
specimen  signature  of each officer  executing  any Loan  Document;  and (iv) a
certificate of another  officer as to the  incumbency and specimen  signature of
the  Secretary or Assistant  Secretary  executing  the  certificate  pursuant to
CLAUSE (III) above.

                                      -76-
<PAGE>

                  (d) OFFICER'S  CERTIFICATES.  The  Administrative  Agent shall
have  received  (i) a  certificate,  dated  the  Closing  Date and  signed  by a
Responsible  Officer of the Company,  confirming  compliance with the conditions
precedent  set  forth  in  PARAGRAPHS  (B) and (C) of  SECTION  4.02  and (ii) a
certificate,  dated the Closing Date and signed by a Responsible Officer of each
other Loan Party,  confirming  compliance with the condition precedent set forth
in PARAGRAPH (B) of SECTION 4.02.

                  (e)   OPINIONS  OF  COUNSEL.   On  the   Closing   Date,   the
Administrative Agent shall have received:

                                    (i) a favorable  written opinion of Kirkland
                  & Ellis LLP, special counsel to the Loan Parties, addressed to
                  the  Administrative  Agent,  the  Collateral  Agent  and  each
                  Lender,  dated  the  Closing  Date,  in  the  form  reasonably
                  satisfactory to the Administrative Agent; and

                                    (ii)  from  special  local  counsel  to  the
                  Company and the other Loan  Parties  (which  counsel  shall be
                  reasonably  satisfactory to the Administrative Agent) for each
                  jurisdiction  in which a Mortgaged  Property  is  located,  an
                  opinion  addressed  to the Agents and each  Lender,  dated the
                  Closing Date,  substantially  in the form of EXHIBIT E hereto,
                  with respect to the enforceability of the form of Mortgage and
                  sufficiency  of the  form of  UCC-1  financing  statements  or
                  similar notices to be recorded or filed in such  jurisdiction,
                  if  applicable,  and such other matters as the  Administrative
                  Agent or the Required Lenders may reasonably request.

                  (f)  CONSUMMATION  OF THE  PRIMARY  EQUITY  OFFERING;  MINIMUM
UNRESTRICTED  CASH.  The  Primary  Equity  Offering  shall  have  been (or shall
concurrently be) consummated in accordance with applicable Law resulting in cash
proceeds to the Company  (before  underwriting  discounts  and  commissions  and
related  expenses)  of not less  than  $35,000,000.  Immediately  following  the
consummation  of the  Transaction on the Closing Date, the amount of excess cash
and Cash  Equivalents of the Company  resulting from the sources and uses as set
forth in the funds flow  memorandum  (a copy of which shall be  delivered to the
Administrative Agent) shall not be less than $6,750,000.

                  (g)  REFINANCING  OF  CERTAIN  EXISTING  INDEBTEDNESS;   OTHER
INDEBTEDNESS.  On  the  Closing  Date,  the  commitments  under  all  Refinanced
Agreements shall have been terminated,  all loans  outstanding  thereunder shall
have  been or  simultaneously  shall be repaid in full  (other  than  contingent
indemnification  obligations  not yet due and  payable),  together  with accrued
interest thereon (including,  without limitation,  any prepayment premium),  all
Letters  of  Credit  issued   thereunder  shall  have  been   terminated,   cash
collateralized,  backstopped through the issuance of Letters of Credit hereunder
or shall have become  Letters of Credit  hereunder and all other amounts due and
payable  pursuant to each  Refinanced  Agreement shall have been repaid in full,
and the  Administrative  Agent shall have received  evidence in form,  scope and
substance  reasonably  satisfactory  to it that the  matters  set  forth in this
SUBSECTION (G) have been or will be contemporaneously satisfied at such time. In
addition,  on the Closing Date, the creditors  under each  Refinanced  Agreement
shall have terminated and released all applicable  Liens on the capital stock of
and assets  owned by the Company and its  Subsidiaries,  and the  Administrative
Agent shall have received all such releases (or copies thereof) as may have been
requested  by the  Administrative  Agent,  which  releases  shall be in form and
substance reasonably satisfactory to the Administrative Agent.


                                      -77-
<PAGE>

                  (h)  PERFECTION OF PERSONAL  PROPERTY  SECURITY  INTERESTS AND
PLEDGES;  SEARCH REPORTS.  On or prior to the Closing Date, the Collateral Agent
shall have received:

                                    (i) the  Perfection  Certificate  from  each
                  Loan Party;

                                    (ii) appropriate  financing statements (Form
                  UCC-1 or such other financing statements or similar notices as
                  shall be required by local Law)  authenticated  and authorized
                  for  filing  under  the  Uniform   Commercial  Code  or  other
                  applicable local law of each  jurisdiction in which the filing
                  of a financing  statement or giving of notice may be required,
                  or reasonably  requested by the Collateral  Agent,  to perfect
                  the  security   interests   intended  to  be  created  by  the
                  Collateral Documents;

                                    (iii) copies of reports from CT  Corporation
                  or another independent search service reasonably  satisfactory
                  to  the  Collateral  Agent  listing  all  effective  financing
                  statements,  notices of tax, PBGC or judgment liens or similar
                  notices  that  name the  Company  or any other  Loan  Party as
                  debtor or seller that are filed in the jurisdictions  referred
                  to in CLAUSE  (II) above or in any other  jurisdiction  having
                  files which must be searched in order to  determine  fully the
                  existence of the Uniform  Commercial Code security  interests,
                  notices of the filing of federal tax Liens (filed  pursuant to
                  Section 6323 of the Code),  Liens of the PBGC (filed  pursuant
                  to Section 4068 of ERISA) or judgment Liens on any Collateral,
                  together with copies of such financing statements,  notices of
                  tax, PBGC or judgment Liens or similar  notices (none of which
                  shall  cover the  Collateral  except to the extent  evidencing
                  Permitted  Liens or for which the Collateral  Agent shall have
                  received  termination  statements  (Form  UCC-3 or such  other
                  termination  statements  as shall be  required  by local  Law)
                  authenticated and authorized for filing);

                                    (iv)  searches of ownership of  intellectual
                  property  in the  appropriate  governmental  offices  and such
                  patent, trademark and/or copyright filings as may be requested
                  by the Collateral  Agent to the extent necessary or reasonably
                  advisable to perfect the Collateral  Agent's security interest
                  in intellectual property Collateral;

                                    (v)  all of the  Pledged  Collateral,  which
                  Pledged  Collateral  shall be in suitable form for transfer by
                  delivery, or shall be accompanied by duly executed instruments
                  of  transfer  or   assignment   in  blank,   with   signatures
                  appropriately  guaranteed,  accompanied  in  each  case by any
                  required  transfer  tax  stamps,  all in  form  and  substance
                  reasonably satisfactory to the Collateral Agent; and

                                    (vi) evidence of the completion of all other
                  filings and  recordings  of or with respect to the  Collateral
                  Documents  and of all other actions as may be necessary or, in
                  the opinion of the Collateral Agent,  desirable to perfect the
                  security  interests  intended to be created by the  Collateral
                  Documents.

                  (i) REAL PROPERTY COLLATERAL.  The Collateral Agent shall have
received (in form and substance satisfactory to the Collateral Agent):


                                      -78-
<PAGE>
                                    (i) fully executed and notarized  mortgages,
                  deeds of trust or deeds to secure debt (each a "MORTGAGE" and,
                  collectively, the "MORTGAGES") encumbering the fee interest of
                  the Loan Parties in each real  property  asset owned by a Loan
                  Party  set  forth  on  SCHEDULE  4.01(I)  (each  a  "MORTGAGED
                  PROPERTY"  and,  collectively,  the  "MORTGAGED  PROPERTIES"),
                  together  with such  UCC-1  financing  statements  or  similar
                  notices  as  the  Collateral   Agent  shall   reasonably  deem
                  appropriate with respect to each such Mortgaged Property;

                                    (ii)   ALTA  or   other   appropriate   form
                  mortgagee title insurance  policies (the "MORTGAGE  POLICIES")
                  issued  by a  title  insurance  company  satisfactory  to  the
                  Collateral Agent (the "TITLE INSURANCE COMPANY"), in an amount
                  reasonably  satisfactory to the Collateral  Agent with respect
                  to each Mortgaged Property,  which amount shall not exceed the
                  fair market value for each such Mortgaged  Property,  assuring
                  the  Collateral  Agent that the  applicable  Mortgages  create
                  valid and  enforceable  first  priority  mortgage liens on the
                  respective  Mortgaged Property,  free and clear of all defects
                  and encumbrances except Permitted Encumbrances, which Mortgage
                  Policies   shall  contain  such   endorsements   as  shall  be
                  reasonably  satisfactory  to the Collateral  Agent and for any
                  other  matters  that  the  Collateral   Agent  may  reasonably
                  request,   and  providing   affirmative   insurance  and  such
                  reinsurance  as the Collateral  Agent may reasonably  request,
                  all  of  the  foregoing  in  form  and  substance   reasonably
                  satisfactory to the Collateral Agent;

                                    (iii) maps or plats of an as-built survey of
                  the  sites  of  the  Mortgaged  Properties  certified  to  the
                  Collateral  Agent and the Title Insurance  Company in a manner
                  reasonably  satisfactory  to  them,  dated  a date  reasonably
                  satisfactory  to the Collateral  Agent and the Title Insurance
                  Company by an independent  professional licensed land surveyor
                  reasonably  satisfactory to the Collateral Agent and the Title
                  Insurance  Company,  which  maps or plats and the  surveys  on
                  which  they  are  based  shall be  sufficient  to  delete  any
                  standard printed survey exception  contained in the applicable
                  Mortgage  Policy and be made in  accordance  with the  Minimum
                  Standard  Detail  Requirements  for Land Title Surveys jointly
                  established and adopted by the American Land Title Association
                  and the American  Congress on  Surveying  and Mapping in 1999,
                  and, without  limiting the generality of the foregoing,  there
                  shall be surveyed and shown on such maps, plats or surveys the
                  following:  (A)  the  locations  on  such  sites  of  all  the
                  buildings,   structures   and  other   improvements   and  the
                  established  building  setback lines; (B) the lines of streets
                  abutting the sites and width thereof; (C) all access and other
                  easements appurtenant to the sites necessary to use the sites;
                  (D) all roadways, paths, driveways,  easements,  encroachments
                  and overhanging projections and similar encumbrances affecting
                  the  site,   whether   recorded,   apparent  from  a  physical
                  inspection  of the sites or otherwise  known to the  surveyor;
                  (E)  any  encroachments  on  any  adjoining  property  by  the
                  building  structures and improvements on the sites; and (F) if
                  the  site is  described  as  being  on a filed  map,  a legend
                  relating the survey to said map;

                                    (iv) if requested by the  Collateral  Agent,
                  copies of all recorded documents listed as exceptions to title
                  or otherwise referred to in the mortgaged properties;

                                    (v) certification from a registered engineer
                  or land  surveyor  in a form  reasonably  satisfactory  to the
                  Collateral   Agent  or  other   evidence   acceptable  to  the
                  Collateral   Agent  that  none  of  the  improvements  on  the
                  Mortgaged Properties are located within any area designated by
                  the Director of the Federal  Emergency  Management Agency as a
                  "special  flood  hazard"  area or if any  improvements  on the
                  Mortgaged  Properties  are  located  within a  "special  flood
                  hazard" area,  evidence of a flood  insurance  policy (if such
                  insurance is required by applicable Law) from a company and in
                  an  amount  satisfactory  to  the  Collateral  Agent  for  the
                  applicable  portion of the  premises,  naming  the  Collateral
                  Agent, for the benefit of the Lenders, as mortgagee; and


                                      -79-
<PAGE>

                                    (vi) evidence reasonably satisfactory to the
                  Collateral  Agent that each of the Mortgaged  Properties,  and
                  the uses of the Mortgaged Properties, are in compliance in all
                  material respects with all applicable Laws.

                  (j) EVIDENCE OF INSURANCE.  Receipt by the Collateral Agent of
copies of insurance  policies or  certificates  of insurance of the Loan Parties
and their Subsidiaries  evidencing  liability and casualty insurance meeting the
requirements  set forth in the Loan  Documents,  including,  but not limited to,
naming the Collateral Agent as additional  insured or loss payee, as applicable,
on behalf of the Lenders.

                  (k) CONSENTS AND APPROVALS. On the Closing Date, all necessary
governmental  (domestic  or  foreign),   regulatory  and  material  third  party
approvals  (including,  without  limitation,  with respect to license agreements
relating  to  intellectual   property)  in  connection  with  the   transactions
contemplated  hereby and otherwise referred to herein or therein shall have been
obtained  and remain in full force and effect,  and all  applicable  waiting and
appeal  periods shall have expired,  in each case without any action being taken
by any competent  authority which have or could have a reasonable  likelihood of
restraining,  preventing or imposing  materially  burdensome  conditions on such
transactions or impose, in the reasonable judgment of the Administrative  Agent,
materially burdensome conditions upon the consummation of such transactions.

                  (l) SOLVENCY CERTIFICATE. On or prior to the Closing Date, the
Company  shall have  delivered or caused to be  delivered to the  Administrative
Agent a solvency  certificate  from a  Responsible  Officer or chief  accounting
officer of the Company,  substantially in the form of EXHIBIT L hereto,  setting
forth the  conclusions  that,  after giving  effect to the  Transaction  and the
consummation  of all  financings  contemplated  herein,  the Loan  Parties (on a
consolidated  basis)  are  solvent,  together  with  copies of any  solvency  or
appraisal  report,  if any,  prepared by any third party in connection  with any
aspect of the Transaction.

                  (m) FINANCIAL INFORMATION. The Joint Lead Arrangers shall have
received:  (i)  pro-forma  financial  statements  as  to  the  Company  and  its
Consolidated  Subsidiaries giving effect to the transactions contemplated hereby
to  occur  on or  prior  to the  Closing  Date,  which  in each  case,  shall be
reasonably satisfactory in form and substance to the Joint Lead Arrangers,  (ii)
forecasts  prepared  by  management  of the  Company,  each in  form  reasonably
satisfactory to the Joint Lead Arrangers,  of balance sheets,  income statements
and cash flow  statements on a quarterly  basis for the first year following the
Closing Date and on an annual basis for each of the following five years;  (iii)
evidence  satisfactory  to the Joint Lead  Arrangers  that (A) the  Consolidated
EBITDA of the Company and its  Consolidated  Subsidiaries  for the  twelve-month
period  ending as of March 31,  2005 was not less than  $62,000,000  and (B) the
pro-forma Leverage Ratio of the Company and its Consolidated  Subsidiaries as of
March 31,  2005  (which  pro forma  ratio  shall be  calculated  reflecting  the
transactions  contemplated  to  occur  on or  prior  to the  Closing  Date  on a
Pro-Forma Basis (assuming a full draw of the Term B Delayed Draw Loans as of the
Closing Date)) was not greater than 3.70 to 1.0; and (iv) written certifications
that would have been required as of the preceding  fiscal quarter from the chief
executive  officer  and chief  financial  officer of the  Company  that would be
required by Section 906 and Section 302 of the Sarbanes-Oxley Act of 2002.

                  (n) MATERIAL ADVERSE EFFECT. The Joint Lead Arrangers shall be
satisfied  that the  representations  contained in the  Commitment  Letter dated
January 25, 2005 among the Company and the Joint Lead  Arrangers with respect to
the Information and the Projections (as defined therein) shall be correct in all
material respects on the Closing Date. In addition: (i) there shall have been no
change,  occurrence or development since December 31, 2004 and no action,  suit,
investigation  or proceeding shall be pending or, to the knowledge of any of the
Company  or  any of its  Subsidiaries,  threatened  that  in  any  case,  either
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material Adverse Effect; (ii) there shall be no action,  suit,  investigation or
proceeding  pending or, to the knowledge of any of the Loan Parties,  threatened
that seeks to  restrain or enjoin the  Transaction;  and (iii) none of the Joint
Lead Arrangers  shall have become aware after the date hereof of any information
or  any  event,  occurrence  or  development  (including  with  respect  to  the
Pre-Commitment  Information),  in each case  relating to the Loan Parties or the
Transaction,  that, in the good faith judgment of the Joint Lead  Arrangers,  is
inconsistent in a material and adverse manner with any information  disclosed to
them prior to February 25, 2005 and which could reasonably be expected to have a
Material Adverse Effect


                                      -80-
<PAGE>

                  (o) RATINGS.  The Loans shall have  received debt ratings from
each of Moody's and S&P. (p) PAYMENT OF FEES.  All costs,  fees and expenses due
to the  Administrative  Agent, the Collateral Agent and the Lenders on or before
the Closing Date shall have been paid.

                  (q)  COUNSEL  FEES.  The Company  shall have paid  directly to
Fried,  Frank,  Harris,  Shriver & Jacobson LLP,  counsel to the  Administrative
Agent,  all fees,  charges and  disbursements  of counsel to the  Administrative
Agent to the extent invoiced prior to or on the Closing Date, plus to the extent
submitted  in  writing  to the  Company  prior to or on the  Closing  Date  such
additional  amounts of fees,  charges and  disbursements as shall constitute its
reasonable written estimate of such fees, charges and disbursements  incurred or
to be  incurred  by it prior  to or on the  Closing  Date  (PROVIDED  that  such
estimate shall not thereafter  preclude a final settling of accounts between the
Companies and such counsel).

                  (r)  REVOLVING  USAGE.  After  giving  effect  to  all  Credit
Extensions  occurring on the Closing Date,  (i) the aggregate  unpaid  principal
amount of the Revolving  Loans on the Closing Date shall not exceed  $10,000,000
(except  to the  extent  necessary  to  cover  any  shortfall  in the  aggregate
principal  amount  of Term B  Closing  Date  Loans as a result  of any  issuance
thereof with original issue  discount) and (ii) the aggregate face amount of all
Existing  Letters  of Credit  and  additional  Letters  of Credit  issued on the
Closing Date shall not exceed $40,000,000.

                  (s)   OFAC/ANTI-TERRORISM    COMPLIANCE    CERTIFICATE.    The
Administrative Agent shall have received a certificate substantially in the form
of EXHIBIT K hereto,  dated the Closing Date and signed by a Responsible Officer
of the Company, certifying as to the matters set forth in EXHIBIT K.


                  The  documents  referred  to in this  SECTION  4.01  shall  be
delivered  to the  Administrative  Agent no later  than the  Closing  Date.  The
certificates  and  opinions  referred to in this SECTION 4.01 shall be dated the
Closing Date.


                  Without  limiting the  generality of the provisions of SECTION
9.04, for purposes of determining  compliance  with the conditions  specified in
this SECTION 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to,  approved or accepted or to be satisfied with, or waived each
document or other matter  required  thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative  Agent shall
have  received  notice  from such  Lender  prior to the  proposed  Closing  Date
specifying its objection thereto.


                  Promptly  after the Closing  Date occurs,  the  Administrative
Agent shall  notify the Company  and the Lenders of the Closing  Date,  and such
notice shall be  conclusive  and binding on all parties  hereto.  If the Closing
Date does not occur before 5:00 P.M. on June 30,  2005,  the  Commitments  shall
terminate at the close of business on such date.

                                      -81-
<PAGE>

                  SECTION  4.02  CONDITIONS  TO  ALL  CREDIT   EXTENSIONS.   The
obligation  of any Lender to make a Loan on the occasion of any  Borrowing,  and
the  obligation  of any L/C Issuer to issue (or renew or extend the term of) any
Letter of  Credit,  is subject to the  satisfaction  or waiver of the  following
conditions:

                  (a) NOTICE.  The Company shall have  delivered (i) in the case
of any Revolving Loan or Term B Delayed Draw Loan, to the Administrative  Agent,
an appropriate  Notice of Borrowing,  duly executed and  completed,  by the time
specified in, and otherwise as permitted by,  SECTION 2.02,  (ii) in the case of
any Letter of Credit, to the L/C Issuer, an appropriate Letter of Credit Request
duly executed and completed in accordance  with the  provisions of SECTION 2.05,
and (iii) in the case of any Swing Line Loan, to the Swing Line Lender,  a Swing
Line Loan Request, duly executed and completed, by the time specified in SECTION
2.02.

                  (b)  REPRESENTATIONS  AND WARRANTIES.  The representations and
warranties made by the Loan Parties in any Loan Document are true and correct in
all  material  respects  at and as if made as of such date  except to the extent
they expressly relate to an earlier date.

                  (c) NO DEFAULT.  No Default or Event of Default shall exist or
be continuing either prior to or after giving effect thereto.


                  The  delivery  of each  Notice of  Borrowing,  Swing Line Loan
Request  and  each   request  for  a  Letter  of  Credit   shall   constitute  a
representation  and  warranty  by the Loan  Parties  of the  correctness  of the
matters specified in SUBSECTIONS (B), and (C) above.

                  SECTION 4.03 CONDITIONS PRECEDENT TO FACILITIES  INCREASE.  No
Facilities  Increase shall become  effective prior to the satisfaction or waiver
of all of the following conditions precedent:

                  (a) CERTAIN  DOCUMENTS.  The  Administrative  Agent shall have
received  on or  prior to the  Facilities  Increase  Date  for  such  Facilities
Increase each of the following,  each dated such Facilities Increase Date unless
otherwise  indicated or agreed to by the  Administrative  Agent and each in form
and substance reasonably satisfactory to the Administrative Agent:

                                    (i)  written  commitments  duly  executed by
                  existing  Lenders (or their  Affiliates or Approved  Funds) or
                  Eligible  Assignees in an aggregate amount equal to the amount
                  of the proposed  Facilities  Increase  (as agreed  between the
                  Company  and the  Administrative  Agent but in any case not to
                  exceed,  in the aggregate for all such  Facilities  Increases,
                  the maximum  amount set forth in SECTION  2.10(A)) and, in the
                  case of each such  Eligible  Assignee or Affiliate or Approved
                  Fund  that  is not  an  existing  Lender,  an  Assignment  and
                  Assumption in form and substance  reasonably  satisfactory  to
                  the Administrative Agent and duly executed by the Company, the
                  Administrative  Agent  and such  Affiliate,  Approved  Fund or
                  Eligible Assignee;

                                    (ii)  an   amendment   to   this   Agreement
                  (including to SCHEDULE  2.01),  effective as of the Facilities
                  Increase   Date  and   executed   by  the   Company   and  the
                  Administrative  Agent,  to the extent  necessary  to implement
                  terms and  conditions of the  Facilities  Increase  (including
                  interest  rates,  fees  and  scheduled   repayment  dates  and
                  maturity),  as agreed by the  Company  and the  Administrative
                  Agent but,  which,  in any case,  except for  interest,  fees,
                  scheduled  repayment dates and maturity,  shall not be applied
                  materially  differently to the Facilities Increase than to the
                  Revolving Loans and Term B Loans outstanding immediately prior
                  to the Facilities Increase;

                                      -82-
<PAGE>

                                    (iii) certified copies of resolutions of the
                  Board of Directors of each Loan Party approving the execution,
                  delivery and  performance of the  corresponding  amendments to
                  this Agreement, if any; and

                                    (iv) a favorable  opinion of counsel for the
                  Loan Parties,  to the extent  requested by the  Administrative
                  Agent  if  an  amendment  is  required   pursuant  to  SECTION
                  4.03(A)(II)  addressed  to the  Administrative  Agent  and the
                  Lenders and in form and substance and from counsel  reasonably
                  satisfactory to the Administrative Agent.

                  (b) FEE AND EXPENSES  PAID.  There shall have been paid to the
Administrative  Agent,  for the  account  of the  Administrative  Agent  and the
Lenders  (including  any  Person  becoming  a Lender as part of such  Facilities
Increase on such Facilities Increase Date), as applicable, all fees and expenses
(including reasonable  out-of-pocket fees, charges and disbursements of counsel)
invoiced with reasonable supporting documentation that are due and payable on or
before the  Facilities  Increase Date  (including  all fees described in the Fee
Letters).

                  (c)  CONDITIONS  TO EACH LOAN AND  LETTER OF  CREDIT.  (i) The
conditions  precedent set forth in SECTION 4.02 shall have been  satisfied  both
before and after giving effect to such Facilities Increase, (ii) such Facilities
Increase shall be made on the terms and conditions set forth in SECTION  2.10(A)
and (iii) the Company  shall be in  compliance  with SECTION  7.16(A) and (B) on
such  Facilities  Increase Date for the most recently  ended fiscal  quarter for
which  financial  statements  are required to be  delivered  pursuant to SECTION
6.01(A) or (B) on a Pro-Forma  Basis both before and after giving effect to such
Facilities Increase.

                  (d) LEVERAGE RATIO.  At the time of such Facilities  Increase,
and after giving effect  thereto on a Pro-Forma  Basis,  the Leverage Ratio does
not exceed 3.75 to 1.0.

                  (e)  YIELD  MAINTENANCE.   (i)  The  "all-in  yield"  of  such
Facilities  Increase for the Term B Commitments or Revolving Credit  Commitments
shall not exceed such all-in yield (on a "marked-to-market"  basis) for the Term
B Loans or Revolving  Credit Loans  outstanding on the Facilities  Increase Date
(after giving effect to any increase in the Applicable  Margin applicable to the
existing  Term B Loans and  Revolving  Credit  Loans  becoming  effective on the
Facilities  Increase  Date) and (ii) as of such  Facilities  Increase  Date, the
Weighted  Average  Life to Maturity of such  Facilities  Increase for the Term B
Loans shall not be shorter than the remaining  Weighted Average Life to Maturity
for the Term B Loans outstanding immediately prior to such Facilities Increase.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES


                  The Company  represents  and  warrants  to the  Administrative
Agent and the Lenders that on and as of the Closing Date and after giving effect
to the  Transactions  and  the  making  of the  Loans  and the  other  financial
accommodations  on the  Closing  Date and on and as of each date as  required by
SECTIONS 4.02 or 4.03:

                  SECTION 5.01 EXISTENCE,  QUALIFICATION  AND POWER;  COMPLIANCE
WITH LAWS. Each Group Company (i) is duly organized or formed,  validly existing
and in good standing under the Laws of the jurisdiction of its  incorporation or
organization, (ii) has all requisite corporate or other organizational power and
authority and all requisite governmental licenses, authorizations,  consents and
approvals  to (A) own its  assets  and carry on its  business  and (B)  execute,
deliver and perform its  obligations  under the Loan  Documents to which it is a
party,  (iii) is duly  qualified and is licensed and in good standing  under the
Laws of each jurisdiction where its ownership,  lease or operation of properties
or the conduct of its business requires such qualification or license,  and (iv)
is in  compliance  with all  Laws;  except  in any case  referred  to in  CLAUSE
(II)(A), (III) or (iv), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.


                                      -83-
<PAGE>

                  SECTION 5.02 AUTHORIZATION;  NO CONTRAVENTION.  The execution,
delivery and  performance by each Loan Party of each Loan Document to which such
Person  is  party  have  been  duly  authorized  by  all  necessary   corporate,
partnership,  limited liability company or other  organizational  action, and do
not and will not (i) contravene  the terms of any of such Person's  Organization
Documents,  (ii) conflict with or result in any breach or  contravention  of, or
the creation of any Lien (other than  Permitted  Liens) under,  any  Contractual
Obligation  to which such  Person is a party or any order,  injunction,  writ or
decree of any Governmental  Authority or any arbitral award to which such Person
or its  property  is subject  except in any case that such  conflict,  breach or
contravention would not reasonably be expected  individually or in the aggregate
to have a Material  Adverse Effect or (iii) violate any Law,  except in any case
for such  violations  could not reasonably be expected,  individually  or in the
aggregate, to have a Material Adverse Effect.

                  SECTION  5.03  GOVERNMENTAL  AUTHORIZATION;   OTHER  CONSENTS.
Except for filings  necessary  to perfect  the Liens in favor of the  Collateral
Agent in the  Collateral  and to  release  Liens in  respect  of the  Refinanced
Agreements and other consents, authorizations, notices, approvals and exemptions
that have been  obtained  prior to or as of the Closing Date or as are scheduled
on  SCHEDULE   5.03   hereto,   no  material   approval,   consent,   exemption,
authorization,   or  other  action  by,  or  notice  to,  or  filing  with,  any
Governmental  Authority  or  any  other  Person  is  necessary  or  required  in
connection  with the  execution,  delivery  or  performance  by, or  enforcement
against, any Loan Party of this Agreement or any other Loan Document to which it
is a party.

                  SECTION 5.04 BINDING EFFECT. This Agreement has been, and each
other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement  constitutes,
and each other Loan Document when so delivered will constitute,  a legal,  valid
and binding obligation of such Loan Party,  enforceable  against each Loan Party
that  is  party  thereto  in  accordance  with  its  terms,  except  (i) as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and (ii)  that  rights  of  acceleration  and the
availability  of equitable  remedies may be limited by equitable  principles  of
general   applicability   (regardless  of  whether   enforcement  is  sought  by
proceedings in equity or at law).

                  SECTION 5.05 FINANCIAL CONDITION;  NO MATERIAL ADVERSE EFFECT.
(a) AUDITED  FINANCIAL  STATEMENTS.  The Audited  Financial  Statements (i) were
prepared in accordance  with GAAP  consistently  applied  throughout  the period
covered  thereby,  except as  otherwise  expressly  noted  therein;  (ii) fairly
present in all material respects the financial  condition of the Company and its
Subsidiaries  as of the date  thereof and their  results of  operations  for the
period covered thereby in accordance with GAAP consistently  applied  throughout
the period covered  thereby,  except as otherwise  expressly noted therein;  and
(iii)  show  all  material   indebtedness  and  other  liabilities,   direct  or
contingent,  of  the  Company  and  its  Subsidiaries  as of the  date  thereof,
including liabilities for taxes, material commitments and Indebtedness.

                  (b)  MATERIAL  ADVERSE  CHANGE.  Since the date of the Audited
Financial  Statements,   there  has  been  no  event  or  circumstance,   either
individually or in the aggregate,  that has had or could  reasonably be expected
to have a Material Adverse Effect.


                                      -84-
<PAGE>

                  (c) PRO-FORMA FINANCIAL  STATEMENTS.  The consolidated balance
sheet of the Company and its Consolidated  Subsidiaries as of December 31, 2004,
prepared  on a  Pro-Forma  Basis  giving  effect  to  the  consummation  of  the
Transactions,  has  heretofore  been  furnished  to each  Lender  as part of the
Pre-Commitment  Information.  Such Pro-Forma  balance sheet has been prepared in
good  faith  by the  Company,  based  on the  assumptions  used to  prepare  the
pro-forma  financial  information  contained in the  Pre-Commitment  Information
(which  assumptions  are  believed  by the Company on the date hereof and on the
Closing Date to be reasonable and fair in light of current  conditions and facts
then known to the Company),  is based on the best  information  available to the
Company as of the date of delivery  thereof,  accurately  reflects  all material
adjustments  required to be made to give effect to the Transactions and presents
fairly in all material respects on a Pro-Forma basis the estimated  consolidated
financial  position  of the  Company  and its  Consolidated  Subsidiaries  as of
December 31, 2004 assuming that the  Transaction  had actually  occurred on that
date.

                  (d)  PROJECTIONS.  The  projections  prepared  as part of, and
included in, the  Pre-Commitment  Information  (which include  projected balance
sheets and income and cash flow  statements on a quarterly  basis for the period
from the Closing Date through  December 31, 2005 and on an annual basis for each
of the following  five fiscal  years) have been  prepared on a basis  consistent
with the financial  statements referred to in SUBSECTION (A) above and are based
on good faith  estimates and assumptions  made by management of the Company.  On
the Closing Date, such management  believes that such projections are reasonable
and attainable, it being recognized by the Lenders, however, that projections as
to future  events are not to be viewed as facts and that actual  results  during
the period or periods covered by such  projections may differ from the projected
results and that such differences may be material.

                  (e)   POST-CLOSING   FINANCIAL   STATEMENTS.   The   financial
statements delivered to the Lenders pursuant to SECTION 6.01(A) and (B), if any,
(i) have been  prepared in  accordance  with GAAP  (except as may  otherwise  be
permitted  under SECTION  6.01(A) and (B)) and (ii) present fairly (on the basis
disclosed in the footnotes to such financial statements, if any) in all material
respects the  consolidated and  consolidating  financial  condition,  results of
operations and cash flows of the Company and its Consolidated Subsidiaries as of
the respective dates thereof and for the respective periods covered thereby.

                  (f) NO  UNDISCLOSED  LIABILITIES.  Except as  reflected in the
financial  statements described in SUBSECTION (A) and (B) above, items disclosed
on SCHEDULE 5.05 or SCHEDULE  7.01 hereof and the  Indebtedness  incurred  under
this  Agreement,  there were as of the Closing Date (and after giving  effect to
any  Loans  made and  Letters  of  Credit  issued  on such  date),  no  material
liabilities  or  obligations  (excluding  current  obligations  incurred  in the
ordinary  course of business)  with  respect to any Group  Company of any nature
whatsoever  (whether absolute,  accrued,  contingent or otherwise and whether or
not due and including obligations or liabilities for taxes, long-term leases and
unusual forward or other long-term commitments).

                  SECTION 5.06 LITIGATION.  Except as specifically  disclosed in
SCHEDULE 5.06, there are no actions, suits,  investigations or legal, equitable,
arbitration or  administrative  proceedings  pending or, to the knowledge of any
Loan Party,  threatened against or affecting any Group Company in which there is
a reasonable  possibility of an adverse decision that, if adversely  determined,
could reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.07 NO DEFAULT.  No Group Company is in default under
or with respect to any Contractual  Obligation that could reasonably be expected
to have a Material Adverse Effect.  No Default has occurred and is continuing or
would result from the  consummation  of the  transactions  contemplated  by this
Agreement.


                                      -85-
<PAGE>

                  SECTION 5.08 OWNERSHIP OF PROPERTY;  LIENS. Each Group Company
has good and marketable  title to, or valid  leasehold  interests or license in,
all its material  properties  and assets,  except for Permitted  Liens and minor
defects in title that do not interfere  with its ability to conduct its business
as currently conducted.

                  SECTION 5.09  ENVIRONMENTAL  COMPLIANCE.  No Group Company has
failed to comply with any  Environmental Law or to obtain,  maintain,  or comply
with any permit,  license or other approval required under any Environmental Law
or is subject to any Environmental Liability in any case which,  individually or
collectively,  could  reasonably  be  expected  to result in a Material  Adverse
Effect  or  has  received  written  notice  of any  claim  with  respect  to any
Environmental Liability the subject of which notice could reasonably be expected
to have a material  Adverse Effect,  and no Group Company knows of any basis for
any  Environmental  Liability against any Group Company that could reasonably be
expected to have a Material Adverse Effect.

                  SECTION 5.10  INSURANCE.  The properties of each Group Company
are  insured  with  financially  sound and  reputable  insurance  companies  not
Affiliates  of  the  Company,  in  such  amounts  (after  giving  effect  to any
self-insurance  compatible with the following standards),  with such deductibles
and covering such risks as are prudent in the  reasonable  business  judgment of
the Company's officers.

                  SECTION 5.11 TAXES. Each Group Company has filed, or caused to
be filed, all material federal, state, local and foreign tax returns required to
be filed and paid (i) all  amounts of taxes shown  thereon to be due  (including
interest and penalties) and (ii) all other material taxes, fees, assessments and
other  governmental  charges (including  mortgage  recording taxes,  documentary
stamp taxes and  intangible  taxes) owing by it, except for such taxes (A) which
are not yet delinquent, (B) that are being contested in good faith and by proper
proceedings  diligently  pursued,  and against which adequate reserves are being
maintained  in  accordance  with GAAP or (C) unless the failure to make any such
payment  could give rise to an immediate  right to foreclose on a Lien  securing
such  amounts  (unless  proceedings  thereto  conclusively  operate to stay such
foreclosure).  No Loan Party knows of any pending investigation of such party by
any taxing authority or proposed tax assessments  against any Group Company that
would, if made, have a Material Adverse Effect.

                  SECTION 5.12 ERISA;  FOREIGN PENSION PLANS;  EMPLOYEE  BENEFIT
ARRANGEMENTS. Except as disclosed in SCHEDULE 5.12:

                  (a) ERISA.

                                    (i) There  are no  Unfunded  Liabilities  in
                  excess of the Threshold  Amount (A) with respect to any member
                  of the Group  Companies and (B) except as would not reasonably
                  be expected to have a Material Adverse Effect, with respect to
                  any  ERISA  Affiliate;  PROVIDED  that  for  purposes  of this
                  SECTION  5.12(A)(I)(B) only,  Unfunded  Liabilities shall mean
                  the amount (if any) by which the projected benefit  obligation
                  exceeds  the  value  of  the  plan's  assets  as of  its  last
                  valuation  date using the  actuarial  assumptions  and methods
                  being  used  by  the   plans'   actuaries   for  making   such
                  determination

                                    (ii) Each Plan,  other than a  Multiemployer
                  Plan,   complies   in  all   respects   with  the   applicable
                  requirements  of ERISA and the Code,  and each  Group  Company
                  complies in all respects with the applicable  requirements  of
                  ERISA and the Code with respect to all Multiemployer  Plans to
                  which it contributes, except to the extent that the failure to
                  comply  therewith  would not  reasonably be expected to have a
                  Material Adverse Effect.

                                      -86-
<PAGE>

                                    (iii)  Except  as would  not  reasonably  be
                  expected to have a Material  Adverse  Effect  with  respect to
                  clauses (iv) and (viii) of the  definition of ERISA Event,  no
                  ERISA Event has occurred  or,  subject to the passage of time,
                  is  reasonably  expected  to occur  with  respect  to any Plan
                  maintained by any member of the Group Companies and, except to
                  the  extent  that such ERISA  Event  would not  reasonably  be
                  expected to have a Material Adverse Effect, no ERISA Event has
                  occurred  or,  subject to the passage of time,  is  reasonably
                  expected to occur with  respect to any Plan  maintained  by an
                  ERISA Affiliate.

                                    (iv) No  Group  Company:  (A) is or has been
                  within the last six years a party to any  Multiemployer  Plan;
                  or  (B)  has  completely  or  partially   withdrawn  from  any
                  Multiemployer Plan.

                                    (v)  If  any  Group  Company  or  any  ERISA
                  Affiliate were to incur a complete withdrawal (as described in
                  Section 4203 of ERISA) from any  Multiemployer  Plan as of the
                  Closing  Date,   the  aggregate   withdrawal   liability,   as
                  determined  under  Section 4201 of ERISA,  with respect to all
                  such  Multiemployer  Plans  would  not  exceed  the  Threshold
                  Amount.

                                    (vi)  The  execution  and  delivery  of this
                  Agreement   and   the   consummation   of   the   transactions
                  contemplated  hereunder will not involve any transaction  that
                  is subject to the  prohibitions  of Section 406 of ERISA or in
                  connection  with  which  taxes  could be imposed  pursuant  to
                  Section  4975(c)(1)(A)-(D) of the Code, for which an exemption
                  under ERISA does not apply,  except as would not reasonably be
                  expected to result in a material liability.

                                    (vii) No Group  Company  has any  contingent
                  liability with respect to any post-retirement  benefit under a
                  Welfare  Plan that  could  reasonably  be  expected  to have a
                  Material Adverse Effect.


                  (b) FOREIGN PENSION PLANS.  Each Foreign Pension Plan has been
maintained in material  compliance  with its terms and with the  requirements of
any and all applicable  Laws,  statutes,  rules,  regulations and orders and has
been  maintained,  where required,  in good standing with applicable  regulatory
authorities  except to the extent that the failure to comply therewith would not
reasonably be expected to have a Material  Adverse Effect.  No Group Company has
incurred any obligation in an amount that would reasonably be expected to have a
Material Adverse Effect in connection with the termination of or withdrawal from
any Foreign Pension Plan.

                  (c) EMPLOYEE BENEFIT ARRANGEMENTS.

                                    (i)  All  liabilities   under  the  Employee
                  Benefit  Arrangements  are (A) funded to at least the  minimum
                  level required by Law or, if higher,  to the level required by
                  the terms  governing the Employee  Benefit  Arrangements,  (B)
                  insured with a reputable  insurance company,  (C) provided for
                  or  recognized  in  the  financial  statements  most  recently
                  delivered to the Administrative Agent pursuant to SECTION 6.01
                  hereof or (D)  estimated in the formal notes to the  financial
                  statements most recently delivered to the Administrative Agent
                  pursuant to SECTION 6.01  hereof,  where such failure to fund,
                  insure  provide for,  recognize  or estimate  the  liabilities
                  arising under such  arrangements  could reasonably be expected
                  to have a Material Adverse Effect.

                                    (ii)  There are no  circumstances  which may
                  give rise to a liability in relation to the  Employee  Benefit
                  Arrangements  which are not  funded,  insured,  provided  for,
                  recognized or estimated in the manner  described in CLAUSE (I)
                  above  and  which  could  reasonably  be  expected  to  have a
                  Material Adverse Effect.

                                      -87-
<PAGE>

                                    (iii)  Each Group  Company is in  compliance
                  with all applicable  Laws, trust  documentation  and contracts
                  relating to the Employee Benefit Arrangements, except as would
                  not be expected to have a Material Adverse Effect.

                  SECTION 5.13  SUBSIDIARIES;  EQUITY  INTERESTS.  SCHEDULE 5.13
sets  forth  a  complete  and  accurate  list  as of  the  Closing  Date  of all
Subsidiaries of the Company. SCHEDULE 5.13 sets forth as of the Closing Date the
jurisdiction of formation of each such Subsidiary,  whether each such Subsidiary
is a Subsidiary Guarantor,  whether such Subsidiary is a Project Subsidiary, the
number of  authorized  shares of each  class of  Equity  Interests  of each such
Subsidiary,  the number of outstanding shares of each class of Equity Interests,
the  number  and  percentage  of  outstanding  shares  of each  class of  Equity
Interests of each such  Subsidiary  owned (directly or indirectly) by any Person
and the number and effect, if exercised,  of all Equity Equivalents of each such
Subsidiary.  All the  outstanding  Equity  Interests of each  Subsidiary  of the
Company are validly issued, fully paid and non-assessable and were not issued in
violation of the  preemptive  rights of any  shareholder  and, as of the Closing
Date, are owned by the Company,  directly or  indirectly,  free and clear of all
Liens  (other  than  Permitted  Liens and  those  arising  under the  Collateral
Documents). Other than as set forth on SCHEDULE 5.13, as of the Closing Date, no
such Subsidiary has outstanding any Equity  Equivalents nor does any such Person
have  outstanding  any rights to subscribe for or to purchase or any options for
the purchase of, or any  agreements  providing for the issuance  (contingent  or
otherwise) of, or any calls, commitments or claims of any character relating to,
its Equity Interests.

                  SECTION  5.14  MARGIN  REGULATIONS;  INVESTMENT  COMPANY  ACT;
PUBLIC UTILITY HOLDING COMPANY ACT.

                  (a)  None of the  Company  and  its  Subsidiaries  is  engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of  purchasing  or  carrying  "margin  stock"  within the
meaning of  Regulation  U. No part of the  Letters of Credit or  proceeds of the
Loans will be used,  directly or  indirectly,  for the purpose of  purchasing or
carrying any "margin  stock" within the meaning of Regulation U. If requested by
any  Lender  or the  Administrative  Agent,  the  Company  will  furnish  to the
Administrative  Agent and each Lender a  statement  to the  foregoing  effect in
conformity with the  requirements of FR Form U-1 referred to in Regulation U. No
indebtedness  being  reduced or retired out of the  proceeds of the Loans was or
will be incurred  for the purpose of  purchasing  or carrying  any margin  stock
within the meaning of Regulation U or any "margin  security"  within the meaning
of  Regulation  T. "Margin  stock"  within the meaning of  Regulation U does not
constitute more than 25% of the value of the consolidated  assets of the Company
and its Consolidated Subsidiaries. None of the transactions contemplated by this
Agreement  (including  the direct or indirect  use of the proceeds of the Loans)
will violate or result in a violation of the Securities Act, the Exchange Act or
Regulation T, U or X.

                  (b) None of the Group Companies is subject to regulation under
the Public  Utility  Holding  Company Act of 1935,  the Federal Power Act or the
Investment Company Act of 1940, each as amended. In addition,  none of the Group
Companies is (i) an "investment company" registered or required to be registered
under the Investment Company Act of 1940, as amended,  (ii) controlled by such a
company,  or (iii) a "holding  company",  a  "subsidiary  company" of a "holding
company",  or an  "affiliate" of a "holding  company" or of a "subsidiary"  of a
"holding company",  within the meaning of the Public Utility Holding Company Act
of 1934, as amended.

                  SECTION 5.15  DISCLOSURE.  No written  information  or written
data  concerning  the  Company  and  its   Subsidiaries   (excluding   financial
projections,  budgets, estimates,  general market data and other forward looking
information)  made by any Loan Party in any Loan  Document or  furnished  to the
Administrative  Agent  or any  Lender  by or on  behalf  of any  Loan  Party  in
connection  with any Loan Document,  when taken as a whole,  contains any untrue
statement of a material  fact or omits any material  fact  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not  materially  misleading  in  light of the  circumstances  under  which  such
statements  were  made and as of the date  furnished;  PROVIDED  that (i) to the
extent  any such  statement,  information  or report  therein  was based upon or
constitutes  a forecast,  projection  or other forward  looking  statement,  the
Company  represents  only that it acted in good faith and  utilized  assumptions
believed by it to be reasonable at the time made (it being understood and agreed
that projections as to future events are not to be viewed as facts or guaranties
of future performance,  that actual results during the period or periods covered
by such  projections  may  differ  from  the  projects  results  and  that  such
differences  may be material and that the Loan  Parties  make no  representation
that such  representations  will in fact be realized) and (ii) as to statements,
information  and reports  specified  as having been  supplied by third  parties,
other than  Affiliates  of the Company or any of its  Subsidiaries,  the Company
represents  only that it is not aware of any material  misstatement  or omission
therein.

                                      -88-
<PAGE>

                  SECTION 5.16  COMPLIANCE  WITH LAW.  Each Group  Company is in
compliance  with  all  requirements  of  Law  (including   Environmental   Laws)
applicable  to it or to its  properties,  except for any such  failure to comply
which could not reasonably be expected to cause a Material  Adverse  Effect.  To
the knowledge of the Loan Parties,  none of the Group  Companies or any of their
respective  material  properties  or assets is  subject  to or in  default  with
respect to any judgment, writ, injunction, decree or order of any court or other
Governmental Authority which, individually or in the aggregate, could reasonably
be  expected to result in a Material  Adverse  Effect.  As of the Closing  Date,
except as disclosed in SCHEDULE 5.16,  none of the Group  Companies has received
any written communication from any Governmental  Authority that alleges that any
of the Group  Companies is not in  compliance  in any material  respect with any
Law, except for allegations  that have been  satisfactorily  resolved and are no
longer  outstanding  or  which,  individually  or in the  aggregate,  could  not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION  5.17  INTELLECTUAL  PROPERTY.  Except as set forth on
SCHEDULE  5.17,  the Company and its  Subsidiaries  own, or possess the right to
use, all of the trademarks,  service marks,  trade names,  copyrights,  patents,
patent  rights,  franchises,  licenses  and  other  rights  that are  reasonably
necessary for the operation of their  respective  businesses,  without  conflict
with the rights of any other Person except for those  conflicts  which could not
reasonably be expected to have a Material Adverse Effect.  To the best knowledge
of the Company, no slogan or other advertising device, product, process, method,
substance,  part or other  material  now  employed,  or now  contemplated  to be
employed,  by the Company or any  Subsidiary  infringes in any material  respect
upon any rights held by any other Person.

                  SECTION  5.18  PURPOSE OF LOANS AND  LETTERS  OF  CREDIT.  The
proceeds of the Term B Closing  Date Loans and any  Revolving  Loans made on the
Closing  Date will be used  solely to effect  the to  refinance  other  existing
Indebtedness  of the Company and its  Subsidiaries  and to pay fees and expenses
incurred in connection with the transactions  contemplated  hereby. The proceeds
of any Term B Delayed  Draw  Loans will be used  solely to finance  Consolidated
Capital Expenditures and related expenses.  The proceeds of the Revolving Loans,
Swing Line Loans and any Term B Loans  comprising part of a Facilities  Increase
made  after the  Closing  Date will be used  solely to provide  for the  working
capital  requirements  of the Company and its  Subsidiaries  and for the general
corporate  purposes  of the Company and its  Subsidiaries,  including  Permitted
Business  Acquisitions  and to finance  Consolidated  Capital  Expenditures  and
Restricted  Payments  permitted by SECTION  7.07.  The Letters of Credit will be
used only for lawful general corporate purposes,  including, for (i) deposits or
security guarantees in the ordinary course of business,  (ii) to provide support
for performance,  payment and surety bonds issued by surety companies to support
contracts  entered  into by the Company  and its  Subsidiaries  in the  ordinary
course  of  business,   including,  without  limitation,   workers  compensation
insurance and other indemnity  obligations  and (iii) such other  obligations as
the L/C Issuer may agree.


                                      -89-
<PAGE>

                  SECTION 5.19 SOLVENCY.  After consummation of the Transactions
and the consummation of all financings  related thereto,  the Loan Parties (on a
consolidated basis) are Solvent.

                  SECTION 5.20 COLLATERAL DOCUMENTS.

                  (a) ARTICLE 9 COLLATERAL.  Each of the Security  Agreement and
the Pledge  Agreement is effective to create in favor of the  Collateral  Agent,
for the ratable benefit of the Finance Parties,  a legal,  valid and enforceable
security  interest in the  Collateral  described  therein  and,  when  financing
statements in  appropriate  form are filed in the offices  specified on SCHEDULE
4.01 to the Security  Agreement  and the Pledged  Collateral is delivered to the
Collateral Agent, each of the Security  Agreement and the Pledge Agreement shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the grantors  thereunder  in such of the  Collateral  in which a
security  interest can be perfected  under  Article 9 of the Uniform  Commercial
Code, in each case prior and superior in right to any other  Person,  other than
with respect to Permitted Liens.

                  (b) INTELLECTUAL  PROPERTY.  When financing  statements in the
appropriate  form are filed in the offices  specified  on  SCHEDULE  4.01 to the
Security Agreement,  the Assignment of Patents and Trademarks,  substantially in
the form of Exhibit A to the Security  Agreement,  is filed in the United States
Patent and Trademark  Office and the Assignment of Copyrights,  substantially in
the form of Exhibit B to the Security  Agreement,  is filed in the United States
Copyright Office, the Security Agreement shall constitute a fully perfected Lien
on, and  security  interest  in, all right,  title and  interest of the grantors
thereunder in the United States patents,  trademarks,  copyrights,  licenses and
other  intellectual  property rights covered in such  Assignments,  in each case
prior and  superior  in right to any other  Person  (it  being  understood  that
subsequent  recordings in the United States Patent and Trademark  Office and the
United States  Copyright Office may be necessary to perfect a lien on registered
trademarks,  trademark  applications and copyrights acquired by the Loan Parties
after the Closing Date).

                  (c) REAL  PROPERTY  MORTGAGES.  The Mortgages are effective to
create in favor of the Collateral  Agent, for the ratable benefit of the Finance
Parties,  a legal,  valid and  enforceable  Lien on all of the right,  title and
interest of the Loan Parties in and to the Mortgaged  Properties  thereunder and
the proceeds thereof,  and when the Mortgages are filed in the offices specified
on SCHEDULE  5.20(C),  the Mortgages shall constitute a fully perfected Lien on,
and security  interest in, all right,  title and interest of the Loan Parties in
such Mortgaged  Properties and the proceeds thereof, in each case prior in right
to any other Person, other than with respect to Permitted Liens.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS


                  The Company agrees that,  until all Senior Credit  Obligations
(in each case other than contingent indemnification  obligations) have been paid
in full:

                  SECTION 6.01 FINANCIAL  STATEMENTS.  The Company will furnish,
or cause to be furnished,  to the Administrative  Agent for further distribution
to each of the Lenders:

                  (a) ANNUAL FINANCIAL STATEMENTS.  As soon as available, and in
any event  within  120 days  after the end of each  fiscal  year of the  Company
(commencing  with the fiscal year ending December 31, 2005), a consolidated  and
consolidating balance sheet of the Company and its Consolidated Subsidiaries, as
of the end of such fiscal year, and the related  consolidated and  consolidating
statement of operations and stockholders'  equity and consolidated  statement of
cash flows for such fiscal year,  setting forth in comparative form consolidated
and  consolidating  figures for the preceding  fiscal year,  all such  financial
statements  to be in  reasonable  form  and  detail  and  (in  the  case of such
consolidated  financial  statements)  audited by  independent  certified  public
accountants of recognized  national standing or which are reasonably  acceptable
to the  Administrative  Agent and accompanied by an opinion of such  accountants
(which shall not be qualified or limited in any material  respect) to the effect
that such  consolidated  financial  statements  have been prepared in accordance
with GAAP and present fairly in all material respects the consolidated financial
position and  consolidated  results of operations  and cash flows of the Company
and its Consolidated  Subsidiaries in accordance with GAAP consistently  applied
(except for changes with which such accountants concur).


                                      -90-
<PAGE>

                  (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available after
the end of each of the first three  fiscal  quarters of the Company  (commencing
with the fiscal quarter ended June 30, 2005) and, in circumstances where (i) the
financial  information  required to be delivered pursuant to clause (a) above is
not  available  and (ii) a dividend  is to be paid by the  Company  pursuant  to
SECTION 7.07(III),  then as soon as available after the end of the fourth fiscal
quarter of the Company, and in any event within 45 days after the end of each of
the  first  three  fiscal  quarters  in  each  fiscal  year  of the  Company,  a
consolidated and consolidating balance sheet of the Company and its Consolidated
Subsidiaries  as of the  end of  such  fiscal  quarter,  together  with  related
consolidated and consolidating  statement of operations and stockholders' equity
and  consolidated  statement of cash flows for such fiscal  quarter and the then
elapsed  portion  of  such  fiscal  year,  setting  forth  in  comparative  form
consolidated  and  consolidating  figures for the  corresponding  periods of the
preceding fiscal year, and accompanied by a certificate of a Responsible Officer
of the Company to the effect that such quarterly financial  statements have been
prepared in accordance with GAAP and present fairly in all material respects the
consolidated  financial position and consolidated results of operations and cash
flows of the Company and its  Consolidated  Subsidiaries in accordance with GAAP
consistently  applied,  subject to changes  resulting from normal year-end audit
adjustments and the absence of footnotes required by GAAP.


                  As  to  any  information   contained  in  materials  furnished
pursuant to SECTION  6.02(D),  the Company shall not be  separately  required to
furnish such  information  under SECTION 6.01(A) or (B), but the foregoing shall
not be in derogation of the obligation of the Company to furnish the information
and  materials  described  in  SECTION  6.01(A)  or (B) at the  times  specified
therein.

                  SECTION 6.02 CERTIFICATES; OTHER INFORMATION. The Company will
furnish,  or cause to be  furnished,  to the  Administrative  Agent for  further
distribution to each of the Lenders:

                  (a)  COMPLIANCE  CERTIFICATE.  At the time of  delivery of the
financial  statements  provided  for in SECTIONS  6.01(A) and 6.01(B)  above,  a
Compliance  Certificate  signed by a  Responsible  Officer  of the  Company  (i)
demonstrating  compliance with the financial covenants contained in SECTION 7.16
by  calculation  thereof  as of the end of the  fiscal  period  covered  by such
financial  statements,  (ii) stating that no Event of Default exists,  or if any
Event of Default does exist,  specifying  the nature and extent thereof and what
action the Company  proposes  to take with  respect  thereto  and (iii)  stating
whether,  since  the  date of the most  recent  financial  statements  delivered
hereunder,  there  has been any  material  change  in the  GAAP  applied  in the
preparation  of the  financial  statements  of the Company and its  Consolidated
Subsidiaries,  and, if so,  describing such change. At the time such certificate
is  required  to be  delivered,  the  Company  shall  promptly  deliver  to  the
Administrative  Agent,  at  the  Administrative   Agent's  Office,   information
regarding  any change in the Leverage  Ratio that would change the then existing
Applicable Margin.

                  (b) AUDITOR'S  REPORTS.  Promptly upon receipt thereof, a copy
of any detailed audit reports,  management letters or recommendations  submitted
to the board of directors (or the audit  committee of the board of directors) of
any Group Company by independent  accountants in connection with the accounts or
books of any Group Company, or any audit of any of them.


                                      -91-
<PAGE>

                  (c) SEC REPORTS. Promptly after the same are available, copies
of each  annual  report,  proxy  or  financial  statement  or  other  report  or
communication sent to the stockholders of the Company, and copies of all annual,
regular,  periodic and special  reports and  registration  statements  which any
Group  Company may file or be required to file with the SEC under  Section 13 or
15(d) of the Securities  Exchange Act of 1934, and not otherwise  required to be
delivered to the Administrative Agent pursuant hereto.

                  (d) ANNUAL  BUSINESS PLAN AND BUDGETS.  At least 45 days after
the end of each  fiscal  year of the  Company,  beginning  with the fiscal  year
ending  December  31, 2005 (i.e.,  for the year ending  December 31,  2006),  an
annual business plan and budget of the Company and its Consolidated Subsidiaries
containing,  among other things,  projected  financial  statements  for the next
fiscal year.

                  (e)  EMPLOYEE  BENEFIT  REPORTS.  Promptly  after the same are
available, the most recently prepared actuarial reports in relation to the Plans
and  Employee  Benefit  Arrangements  for  the  time  being  operated  by  Group
Companies,  and within 30 days of the same becoming available, the most recently
prepared  actuarial reports in relation to the Foreign Pension Plans,  which are
prepared  in  order  to  comply  with the then  current  statutory  or  auditing
requirements within the relevant jurisdiction other than with respect to Foreign
Pension Plans where the aggregate  Unfunded  Liabilities of such Foreign Pension
Plans are less than $1,000,000.  If requested by the  Administrative  Agent, the
Company will promptly  instruct an actuary to prepare such actuarial reports and
deliver  those to the  Administrative  Agent,  if the  Administrative  Agent has
reasonable  grounds  for  believing  that any  relevant  statutory  or  auditing
requirement  within the relevant  jurisdiction  is not being  complied  with and
would result in a Material  Adverse Effect.  Promptly upon request,  the Company
shall also furnish the Administrative Agent and the Lenders with such additional
information  concerning  any Plan,  Foreign  Pension  Plan or  Employee  Benefit
Arrangement as may be reasonably requested,  including, but not limited to, with
respect to any Plans, copies of each annual report/return (Form 5500 series), as
well as all  schedules  and  attachments  thereto  required to be filed with the
Department of Labor pursuant to ERISA and the Code, respectively, for each "plan
year" (within the meaning of Section 3(39) of ERISA).

                  (f)  ENVIRONMENTAL  REPORTS.  Promptly after any Group Company
learning of any of the following, written notice of each of the following:

                                    (i)  that  any  Group  Company  is or may be
                  liable to any  Person as a result of a release  or  threatened
                  release that could reasonably be expected to subject such Loan
                  Party  or  such   Subsidiary  to   Environmental   Liabilities
                  exceeding the Threshold Amount;

                                    (ii) the  receipt  by any Group  Company  of
                  notification  that any real or personal property of such Group
                  Company is or is  reasonably  likely to be subject to any Lien
                  securing any Environmental Liability;

                                    (iii) the  receipt  by any Group  Company of
                  any notice of violation of or potential  liability  under,  or
                  knowledge by such Group  Company that there exists a condition
                  that could  reasonably be expected to result in a violation of
                  or  liability  under,  any   Environmental   Law,  except  for
                  violations and  liabilities  the  consequence of which, in the
                  aggregate,  would  not be  reasonably  likely to  subject  the
                  Company  and its  Consolidated  Subsidiaries  collectively  to
                  Environmental Liabilities exceeding the Threshold Amount;

                                    (iv) the  commencement  of any  judicial  or
                  administrative   proceeding   or   investigation   alleging  a
                  violation of or liability under any  Environmental  Law, that,
                  in  the  aggregate,  if  adversely  determined,  would  have a
                  reasonable  likelihood  of  subjecting  the  Company  and  its
                  Consolidated   Subsidiaries   collectively  to   Environmental
                  Liabilities exceeding the Threshold Amount;


                                      -92-
<PAGE>

                                    (v)  any  proposed   acquisition  of  stock,
                  assets or real estate, any proposed leasing of property or any
                  other  action  by any  Group  Company  other  than  those  the
                  consequences  of  which,  in  the  aggregate,  do  not  have a
                  reasonable  likelihood  of  subjecting  the  Company  and  its
                  Consolidated   Subsidiaries   collectively  to   Environmental
                  Liabilities exceeding the Threshold Amount;

                                    (vi)  any  proposed   action  by  any  Group
                  Company or any proposed change in Environmental  Laws that, in
                  the aggregate,  have a reasonable  likelihood of requiring any
                  Group Company to obtain  additional  environmental,  health or
                  safety  Permits or make  additional  capital  improvements  to
                  obtain  compliance  with   Environmental  Laws  that,  in  the
                  aggregate,  would have cost  $1,000,000  or more or that shall
                  subject  the  Company  and  it  Consolidated  Subsidiaries  to
                  additional  Environmental  Liabilities exceeding the Threshold
                  Amount; and

                                    (vii)  upon  written  request  by any Lender
                  through the Administrative Agent, a report providing an update
                  of  the  status  of  any   environmental,   health  or  safety
                  compliance, hazard or liability issue identified in any notice
                  or report delivered pursuant to this Agreement.

                  (g) ADDITIONAL PATENTS, TRADEMARKS AND COPYRIGHTS. At the time
of delivery of the  financial  statements  and reports  provided  for in SECTION
6.01(A),  a report signed by the financial  officer of the Company setting forth
(i) a list of  registration  numbers for all patents,  trademark  registrations,
service mark registrations,  registered  tradenames and copyright  registrations
awarded to the  Company  or any  Domestic  Subsidiary  since the last day of the
immediately  preceding  fiscal year of the Company and (ii) a list of all patent
applications,  trademark  applications,  service mark  applications,  trade name
applications and copyright applications submitted by the Company or any Domestic
Subsidiary  since the last day of the immediately  preceding fiscal year and the
status  of each  such  application,  all in such  form as  shall  be  reasonably
satisfactory to the Administrative Agent.

                  (h) DOMESTICATION IN OTHER JURISDICTION. Not less than 30 days
after any change in the  jurisdiction  of organization of any Loan Party, a copy
of all documents and certificates  intended to be filed or otherwise executed to
effect such change.

                  (i) PROJECT  NON-RECOURSE DEBT INSTRUMENTS.  Within 30 days of
the date on which  any  Indebtedness  is  incurred  by a Project  Subsidiary  in
reliance on the exception provided in SECTION 7.01(XV) for Project  Non-Recourse
Debt,  the  Company  will  furnish the  Administrative  Agent with copies of the
agreements,   documents  and  other  instruments  governing  such  Indebtedness,
together  with a certificate  of a  Responsible  Officer to the effect that such
Indebtedness  constitutes Project  Non-Recourse Debt and that the issuer thereof
is a Project Subsidiary.

                  (j) OTHER INFORMATION. With reasonable promptness upon request
therefor, such other information regarding the business, properties or financial
condition of any Group Company as the Administrative  Agent or any Senior Credit
Party may reasonably  request,  which may include such information as any Senior
Credit  Party may  reasonably  determine  is necessary or advisable to enable it
either (i) to comply  with the  policies  and  procedures  adopted by it and its
Affiliates  to comply with the Bank Secrecy  Act,  the U.S.  Patriot Act and all
applicable regulations thereunder or (ii) to respond to requests for information
concerning   the   Company   and  its   Subsidiaries   from  any   governmental,
self-regulatory  organization  or financial  institution in connection  with its
anti-money  laundering  and  anti-terrorism   regulatory   requirements  or  its
compliance  procedures  under  the U.S.  Patriot  Act,  including  in each  case
information  concerning the Company's  direct and indirect  shareholders and its
use of the proceeds of the Credit Extensions hereunder.


                                      -93-
<PAGE>
                  (k) LABELING AND TREATMENT OF CERTAIN INFORMATION. The Company
hereby  acknowledges  that (i) the  Administrative  Agent  and/or the Joint Lead
Arrangers  will make  available  to the Lenders  and the L/C  Issuers  materials
and/or   information   provided  by  or  on  behalf  of  the  Company  hereunder
(collectively, "GROUP COMPANY MATERIALS") by posting the Group Company Materials
on IntraLinks or another  similar  electronic  system (the  "PLATFORM") and (ii)
certain of the  Lenders  and L/C Issuers  may be  "public-side"  Lenders  (i.e.,
Lenders that do not wish to receive material non-public information with respect
to the Group  Companies or their  securities)  (each,  a "PUBLIC  LENDER").  The
Company hereby agrees that: (i) all Group Company  Materials that are to be made
available to Public Lenders shall be clearly and  conspicuously  marked "PUBLIC"
which, at a minimum,  shall mean that the word "PUBLIC" shall appear prominently
on the first page thereof; (ii) by marking Group Company Materials "PUBLIC," the
Company shall be deemed to have authorized the  Administrative  Agent, the Joint
Lead  Arrangers,  the L/C Issuers  and the  Lenders to treat such Group  Company
Materials as not containing any material non-public  information with respect to
the Group  Companies or their  securities  for purposes of United States federal
and state  securities  laws,  it being  understood  that  certain  of such Group
Company  Materials  may be subject to  confidentiality  requirements  of SECTION
10.07 hereof; (iii) all Group Company Materials marked "PUBLIC" are permitted to
be  made  available  through  a  portion  of  the  Platform  designated  "Public
Investor," and (iv) the Administrative  Agent and the Joint Lead Arrangers shall
be entitled to treat any Group Company Materials that are not marked "PUBLIC" as
being  suitable  only for posting on a portion of the  Platform  not  designated
"Public Investor".  Notwithstanding the foregoing, the Company shall be under no
obligation to mark any Group Company Materials "PUBLIC."


                  Documents required to be delivered pursuant to SECTION 6.01(A)
or (B) or SECTION  6.02(C)  (to the extent any such  documents  are  included in
materials  otherwise filed with the SEC) may be delivered  electronically and if
so  delivered,  shall be deemed to have been  delivered on the date (i) on which
the Company  posts such  documents,  or provides a link thereto on the Company's
website on the Internet at the website address listed on SCHEDULE 10.02; or (ii)
on which such  documents  are posted on the  Company's  behalf on an Internet or
Intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial,  third-party  website or whether  sponsored by the
Administrative  Agent);  PROVIDED that the Company shall notify (which may be by
facsimile or  electronic  mail) the  Administrative  Agent of the posting of any
such documents. Notwithstanding anything contained herein, in every instance the
Company shall be required to provide paper copies of the Compliance Certificates
required  by  SECTION  6.02(A)  to the  Administrative  Agent.  Except  for such
Compliance  Certificates,  the Administrative  Agent shall have no obligation to
request the delivery or to maintain  copies of the documents  referred to above,
and in any event  shall  have no  responsibility  to monitor  compliance  by the
Company  with any such  request for  delivery,  and each Lender  shall be solely
responsible  for  requesting  delivery to it or  maintaining  its copies of such
documents.

                  SECTION 6.03  NOTICES.  The Company will  promptly  notify the
Administrative Agent:

                                    (i) of the  occurrence  of  any  Default  or
                  Event of Default;

                                    (ii) of (A) breach or non-performance of, or
                  any default under, any material Contractual  Obligation of the
                  Company  or  any  of  its   Subsidiaries,   (B)  any  dispute,
                  litigation,  investigation,  proceeding or suspension  between
                  the Company or any of its  Subsidiaries  and any  Governmental
                  Authority,  (C) the  commencement  of, or any material adverse
                  development  in, any  litigation or  proceeding  affecting the
                  Company or any of its Subsidiaries,  including pursuant to any
                  applicable    Environmental    Law,   (D)   any    litigation,
                  investigation  or proceeding  affecting any Loan Party and (E)
                  and any other matter,  event or circumstance,  in each case of
                  subclauses  (A)  through (E) to the extent that the same could
                  reasonably be expected to result in a Material Adverse Effect;


                                      -94-
<PAGE>

                                    (iii) of the  occurrence  of any ERISA Event
                  and of: (A) any event or  condition  that  constitutes,  or is
                  reasonably  likely  to lead  to,  an ERISA  Event;  or (B) any
                  change in the  funding  status of any Plan or Foreign  Pension
                  Plan that  would  reasonably  be  expected  to have a Material
                  Adverse Effect,  together with a description of any such event
                  or condition or a copy of any such notice and a statement by a
                  Responsible  Officer of the Company  briefly setting forth the
                  details  regarding  such  event,  condition  or notice and the
                  action,  if any,  which  has  been  or is  being  taken  or is
                  proposed  to be taken by the Company or one or more other Loan
                  Parties  with respect  thereto;  or (C) any event or condition
                  that constitutes, or is reasonably likely to lead to, an event
                  described        in        SECTION        8.01(H)(III)-(VIII);

                                    (iv) the  occurrence of any default or event
                  of default in respect of any Project Non-Recourse Debt; and

                                    (v) of any  material  change  in  accounting
                  policies or financial reporting practice by the Company or any
                  of its Subsidiaries.


                  Each notice pursuant to this SECTION 6.03 shall be accompanied
by a statement of a Responsible  Officer of the Company setting forth details of
the occurrence referred to therein and stating what action the Company has taken
and  proposes to take with  respect  thereto.  Each  notice  pursuant to SECTION
6.03(A)  shall  describe  with  particularity  any  and all  provisions  of this
Agreement or the other Loan Documents that have been breached.

                  SECTION  6.04  PAYMENT  OF  OBLIGATIONS.  Each  of  the  Group
Companies will pay and discharge (i) all material  taxes,  assessments and other
governmental  charges or levies  imposed upon it, or upon its income or profits,
or upon any of its  properties,  before  they  shall  become  more  than 90 days
delinquent and (ii) all lawful claims (including claims for labor, materials and
supplies)  which,  if unpaid,  might give rise to a Lien (other than a Permitted
Lien) upon any of its properties; PROVIDED, HOWEVER, that no Group Company shall
be required to pay any such tax, assessment, charge, levy, claim or Indebtedness
(A) which is being contested in good faith by appropriate  proceedings and as to
which adequate reserves have been established in accordance with GAAP or (B) the
failure to make any such  payment  could not  reasonably  be  expected to have a
Material Adverse Effect.

                  SECTION 6.05 PRESERVATION OF EXISTENCE ETC. Except as a result
of or in connection with a dissolution, merger or disposition of a Subsidiary of
the Company  permitted  under SECTION 7.04 or SECTION  7.05,  each Group Company
will:  (i)  preserve,  renew and  maintain  in full  force and  effect its legal
existence  and  good  standing  under  the  Laws  of  the  jurisdiction  of  its
organization;   (ii)  take  all  reasonable   action  to  maintain  all  rights,
privileges,  permits,  licenses  and  franchises  necessary  or desirable in the
normal conduct of its business,  except in the case of CLAUSE (I) or (II) to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse  Effect;  and (iii)  preserve  or renew all of its  registered  patents,
trademarks,  trade names and service marks, the  non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

                  SECTION 6.06  MAINTENANCE  OF  PROPERTIES.  Each Group Company
will:  (i)  maintain,  preserve and protect all of its material  properties  and
equipment  necessary in the  operation of its business in good working order and
condition,  ordinary wear and tear and Casualty and Condemnation  excepted;  and
(ii) make all necessary  repairs thereto and renewals and  replacements  thereof
except  where the  failure to do so could not  reasonably  be expected to have a
Material Adverse Effect.

                                      -95-
<PAGE>

                  SECTION 6.07 MAINTENANCE OF INSURANCE; CERTAIN PROCEEDS.

                  (a) INSURANCE  POLICIES.  Each of the Group  Companies will at
all times  maintain  in full  force and  effect  insurance  (including  worker's
compensation  insurance,  liability  insurance,  casualty insurance and business
interruption insurance) in such amounts,  covering such risk and liabilities and
with such  deductibles or  self-insurance  retentions as are prudent in the good
faith  judgment of the officers of the Company.  The  Collateral  Agent shall be
named as loss payees or mortgagees,  as its interest may appear, with respect to
all such property and casualty  policies and additional  insured with respect to
all  business   interruption   or  liability   policies   (other  than  worker's
compensation,  director and officer  liability  or other  policies in which such
endorsements  are not customary),  and each provider of any such insurance shall
agree, by endorsement upon the policy or policies issued by it or by independent
instruments  furnished to the Collateral  Agent,  that if the insurance  carrier
shall have received  written notice from the Collateral  Agent of the occurrence
and  continuance  of an Event of Default,  the  insurance  carrier shall pay all
proceeds  otherwise  payable to the  Company or one or more of its  Subsidiaries
under such policies  directly to the Collateral  Agent and that it will give the
Collateral  Agent 10 days'  prior  written  notice  before  any such  policy  or
policies  shall be altered or canceled,  and that no act or default of any Group
Company or any other Person shall affect the rights of the  Collateral  Agent or
the Lenders under such policy or policies.

                  (b) LOSS EVENTS.  In case of any Casualty or Condemnation with
respect to any property of any Group  Company or any part thereof  having a fair
market value in excess of the Threshold Amount,  the Company shall promptly give
written  notice thereof to the  Administrative  Agent  generally  describing the
nature and extent of such  damage,  destruction  or  taking.  In such case,  the
Company shall, or shall cause such Group Company to, promptly repair, restore or
replace the property of such Person (or part thereof)  which was subject to such
Casualty or Condemnation,  at such Person's cost and expense, whether or not the
Insurance  Proceeds or Condemnation  Award, if any,  received on account of such
event  shall be  sufficient  for that  purpose;  PROVIDED,  HOWEVER,  that  such
property need not be repaired, restored or replaced to the extent the failure to
make such repair,  restoration or replacement  (i)(A) is desirable to the proper
conduct of the business of such Person in the ordinary  course and  otherwise in
the best interest of such Person and (B) would not materially  impair the rights
and benefits of the Collateral Agent or the Finance Parties under the Collateral
Documents or any other Loan  Document or (ii) the failure to repair,  restore or
replace  the  property  is  attributable  to the  application  of the  Insurance
Proceeds from such Casualty or the Condemnation  Award from such Condemnation to
payment  of the Senior  Credit  Obligations  in  accordance  with the  following
provisions of this SECTION 6.07(B).  If Company or any of its Subsidiaries shall
receive any  Insurance  Proceeds  from a Casualty or  Condemnation  Award from a
Condemnation Award exceeding the Threshold Amount in respect of the single event
or series of related  events giving rise thereto,  such Person will, if required
pursuant  to  SECTION  2.09(B)(II),  promptly  pay  over  such  proceeds  to the
Administrative Agent, for payment of the Senior Credit Obligations in accordance
with  SECTION  2.09(B)(II)  and (VI) or, if such funds  constitute  Reinvestment
Funds,  deposit such funds in an account  that is subject to a  Depository  Bank
Agreement.

                  SECTION 6.08 COMPLIANCE WITH LAWS. Each of the Group Companies
will comply with all  requirements of Law applicable to it and its properties to
the extent that  noncompliance with any such requirement of Law would reasonably
be expected to have a Material  Adverse Effect.  Without limiting the generality
of the foregoing,  each of the Group  Companies will do each of the following as
it relates to any Plan maintained by, or  Multiemployer  Plan contributed to by,
each  of  the  Group  Companies,   Foreign  Pension  Plan  or  Employee  Benefit
Arrangement:  (i) maintain each Plan (other than a Multiemployer  Plan), Foreign
Pension Plan and Employee  Benefit  Arrangement  in  compliance  in all material
respects with the  applicable  provisions of ERISA,  the Code or other  Federal,
state or foreign  Law;  (ii) cause each Plan (other than a  Multiemployer  Plan)
that  is  qualified   under  Section   401(a)  of  the  Code  to  maintain  such
qualifications;  (iii) make all  required  contributions  to any Plan subject to
Section 412 of the Code and make all  required  contributions  to  Multiemployer
Plans;  (iv)  ensure  that there are no  Unfunded  Liabilities  in excess of the
Threshold  Amount unless the aggregate  amount of such Unfunded  Liabilities  is
reduced below the Threshold  Amount within a 30-day  period;  (v) except for the
obligations set forth on SCHEDULE 5.12, not become a party to any  Multiemployer
Plan; (vi) make all  contributions  (including any special  payments to amortize
any Unfunded  Liabilities) required to be made in accordance with all applicable
laws and the terms of each Foreign Pension Plan in a timely manner; (vii) ensure
that all material liabilities under all Employee Benefit Arrangements are either
(A) funded to at least the minimum level  required by law or, if higher,  to the
level required by the terms  governing the Employee  Benefit  Arrangements;  (B)
insured with a reputable insurance company; or (C) provided for or recognized in
the financial  statements most recently  delivered to the  Administrative  Agent
under SECTION 6.01(A) or (B); and (viii) ensure that the material  contributions
or premium  payments to or in respect of all Employee  Benefit  Arrangements are
and continue to be promptly  paid at no less than the rates  required  under the
rules of such  arrangements  and in  accordance  with the most recent  actuarial
advice received in relation to the Employee Benefit Arrangement and generally in
accordance  with  applicable  Law; and (ix) shall use its reasonable  efforts to
cause each of its ERISA Affiliates to do each of the items listed in CLAUSES (I)
through (IV) above as it relates to Plans and Multiemployer  Plans maintained by
or contributed to by its ERISA  Affiliates such that there shall be no liability
to a Group Company by virtue of such ERISA Affiliate's acts or failure to act.


                                      -96-
<PAGE>

                  SECTION 6.09 BOOKS AND RECORDS;  LENDER  MEETING.  Each of the
Group  Companies  will  keep  books and  records  of its  transactions  that are
complete  and  accurate  in  all  material  respects  in  accordance  with  GAAP
(including the establishment and maintenance of appropriate reserves).

                  SECTION 6.10 INSPECTION RIGHTS.  Each of the Loan Parties will
permit the Administrative  Agent or any  representative  thereof upon reasonable
prior  notice  (but not more  frequently  than once per year  unless an Event of
Default shall have occurred and be  continuing)  to inspect the  properties  and
operations of such Loan Party, and permit,  at any reasonable time during normal
business hours and with reasonable notice (but not more frequently than once per
year  or at any  time  without  notice  if an  Event  of  Default  exists),  the
Administrative  Agent or any  representative  thereof to visit any or all of its
offices,  to discuss its financial matters with its officers and its independent
auditors (and such Loan Party hereby  authorizes  such  independent  auditors to
discuss  such   financial   matters  with  the   Administrative   Agent  or  any
representative  thereof provided that a representative of such or any other Loan
Party has been given the  opportunity  to be present),  and during such visit to
examine (and, at the expense of such Loan Party, photocopy extracts from) any of
its books or other corporate records.

                  SECTION  6.11  USE OF  PROCEEDS.  The  Company  will  use  the
proceeds of the Loans and will use the Letters of Credit solely for the purposes
set forth in SECTION 5.18.

                  SECTION 6.12 ADDITIONAL LOAN PARTIES; ADDITIONAL SECURITY.

                  (a) ADDITIONAL SUBSIDIARY  GUARANTORS.  The Company will take,
and will cause each of its  Subsidiaries  (other than (i)  Project  Subsidiaries
except to the extent not  prohibited by the terms of the  instruments  governing
any  Project  Non-Recourse  Debt  of  such  Project  Subsidiary,   (ii)  Foreign
Subsidiaries  except to the extent  provided in  SUBSECTION  (D) below and (iii)
those  Subsidiaries  having limited or negligible  assets as of the Closing Date
which are to be merged  into,  or  liquidated  or dissolved  and their  residual
assets distributed to, one or more Loan Parties within 90 days after the Closing
Date  pursuant  to  the   Company's   reorganization   plan   disclosed  to  the
Administrative  Agent prior to the Closing Date) to take, such actions from time
to time as shall be  necessary  to ensure that all  Subsidiaries  of the Company
(other  than  such  Project   Subsidiaries,   Foreign   Subsidiaries  and  other
Subsidiaries) are Subsidiary Guarantors.  Without limiting the generality of the
foregoing,  if any Group Company shall form or acquire any new  Subsidiary,  the
Company,  as soon as  practicable  and in any event  within 30 days  after  such
formation or acquisition,  will provide the Collateral Agent with notice of such
formation or acquisition setting forth in reasonable detail a description of all
of the assets of such new Subsidiary  and will cause such new Subsidiary  (other
than any such Project Subsidiary or such Foreign Subsidiary) to:


                                      -97-
<PAGE>

                                    (i) within 30 days after such  formation  or
                  acquisition,  execute an Accession Agreement pursuant to which
                  such new Subsidiary shall agree to become a "Guarantor"  under
                  the  Subsidiary  Guaranty,  an  "Obligor"  under the  Security
                  Agreement and an "Obligor" under the Pledge  Agreement  and/or
                  an obligor  under such other  Collateral  Documents  as may be
                  applicable to such new Subsidiary; and

                                    (ii)  deliver  such proof of  organizational
                  authority,  incumbency  of  officers,  opinions of counsel and
                  other  documents as is consistent with those delivered by each
                  Loan Party  pursuant to SECTION 4.01 on the Closing Date or as
                  the  Administrative  Agent or the Collateral  Agent shall have
                  reasonably requested.

                  (b)  ADDITIONAL  SECURITY.  The Company  will cause,  and will
cause each of its Subsidiaries  (other than (i) Project  Subsidiaries  except to
the extent not prohibited by the terms of the instruments  governing any Project
Non-Recourse Debt of such Project Subsidiary,  (ii) Foreign  Subsidiaries except
to the extent  provided in  SUBSECTION  (D) below and (iii)  those  Subsidiaries
having  negligible assets as of the Closing Date which are to be merged into, or
liquidated or dissolved and their residual  assets  distributed  to, one or more
other  Loan  Parties  within 90 days  after the  Closing  Date  pursuant  to the
Company's reorganization plan disclosed to the Administrative Agent prior to the
Closing  Date) to cause,  all of its owned Real  Properties  with a fair  market
value in excess of $1,000,000  hereafter  acquired and all or substantially  all
personal  property  located in the  United  States to be subject at all times to
perfected and, in the case of owned Real Property,  title insured Liens in favor
of the  Collateral  Agent  pursuant to the  Collateral  Documents  or such other
security  agreements,   pledge  agreements,   mortgages  or  similar  collateral
documents  as  the  Collateral  Agent  shall  request  in  its  sole  reasonable
discretion (collectively,  the "ADDITIONAL COLLATERAL DOCUMENTS").  With respect
to any owned Real  Property  having a fair market value in excess of  $1,000,000
acquired  by any Loan Party  subsequent  to the Closing  Date,  such Person will
cause to be delivered to the Collateral Agent with respect to such Real Property
documents,  instruments  and other  items of the  types  consistent  with  those
required by SECTION 4.01, all in form and substance  reasonably  satisfactory to
the Collateral  Agent.  In  furtherance  of the foregoing  terms of this SECTION
6.12,  the Company  agrees to promptly  provide  the  Administrative  Agent with
written  notice of the  acquisition  by the  Company or any of its  Subsidiaries
(other than  Project  Subsidiaries  or Foreign  Subsidiaries)  of any owned Real
Property  having a market value greater than  $1,000,000,  setting forth in each
case in  reasonable  detail the  location and a  description  of the asset(s) so
acquired.  Without  limiting the generality of the  foregoing,  the Company will
cause, and will cause each of its  Subsidiaries  that is or becomes a Subsidiary
Guarantor to cause,  100% of the Equity  Interests  of each of their  respective
direct and indirect  Domestic  Subsidiaries that are not Subsidiaries of Foreign
Subsidiaries  (or (x) 65% of such  Equity  Interests,  if such  Subsidiary  is a
direct Foreign Subsidiary, except as provided in SUBSECTION (D) below, or (y) to
the extent not  prohibited  by the terms of any  Organization  Document or other
agreement  governing a Permitted  Joint Venture,  such percentage as is equal to
their  respective  ratable  ownership of all Equity Interests in Permitted Joint
Ventures  and  non-Wholly-Owned  Subsidiaries)  to be  subject at all times to a
first priority, perfected Lien in favor of the Collateral Agent, subject only to
Permitted Liens described in SECTION 7.02(III) or (V).


                  If, subsequent to the Closing Date, a Loan Party shall acquire
any patents,  trademark  registrations,  service mark registrations,  registered
trade  names,  copyright  registrations  or  any  applications  related  to  the
foregoing,  securities,  instruments,  chattel paper or other personal  property
required to be  delivered to the  Collateral  Agent as  Collateral  hereunder or
under any of the  Collateral  Documents,  the Company shall promptly (and in any
event within ten Business Days after any  Responsible  Officer of any Loan Party
acquires knowledge of the same) notify the Collateral Agent of the same. Each of
the Loan  Parties  shall  adhere to the  covenants  regarding  the  location  of
personal property as set forth in the Collateral Documents.


                                      -98-
<PAGE>

                  All such security  interests  and  mortgages  shall be granted
pursuant to documentation  consistent with the Collateral  Documents executed at
Closing and  otherwise  reasonably  satisfactory  in form and  substance  to the
Collateral Agent and shall constitute valid and enforceable  perfected  security
interests and mortgages superior to and prior to the rights of all third Persons
and  subject  to no other  Liens  except for  Permitted  Liens.  The  Additional
Collateral  Documents  or  instruments  related  thereto  shall  have  been duly
recorded or filed in such  manner and in such  places as are  required by law to
establish,  perfect,  preserve and protect the Liens in favor of the  Collateral
Agent required to be granted  pursuant to the Additional  Collateral  Documents,
and all taxes, fees and other charges payable in connection therewith shall have
been paid in full.  The Company  shall cause to be delivered  to the  Collateral
Agent such opinions of counsel,  title insurance and other related  documents as
may be reasonably  requested by the Collateral  Agent to assure itself that this
SECTION 6.12(B) has been complied with.

                  (c) REAL PROPERTY  APPRAISALS.  If the Collateral Agent or the
Required  Lenders  determine that they are required by Law or regulation to have
appraisals  prepared  in  respect  of the Real  Property  of any  Group  Company
constituting  Collateral,  the Company  shall  provide to the  Collateral  Agent
appraisals  which satisfy the  applicable  requirements  set forth in 12 C.F.R.,
Part 34 - Subpart C or any  successor  or  similar  statute,  rule,  regulation,
guideline or order,  and which shall be in scope,  form and substance,  and from
appraisers,  reasonably  satisfactory  to the  Required  Lenders  and  shall  be
accompanied by a  certification  of the appraisal firm providing such appraisals
that the appraisals comply with such requirements.

                  (d) SECURITY FROM FOREIGN SUBSIDIARIES. If, following a change
that is reasonably  determined to be material by the Administrative Agent in the
relevant  Sections of the Code or the regulations,  rules,  rulings,  notices or
other official pronouncements issued or promulgated thereunder, the Company does
not within 90 days after delivery of a request from the Required Lenders deliver
a certificate of a Responsible  Officer,  with respect to any Foreign Subsidiary
of the Company which has not already had all of the Equity  Interests  issued by
it pledged  pursuant to the Pledge  Agreement  that (i) a pledge (A) of 65.0% or
more of the total combined  voting power of all classes of capital stock of such
Foreign  Subsidiary  entitled to vote, and (B) of any promissory  note issued by
such Foreign Subsidiary to the Company or any of its Domestic Subsidiaries, (ii)
the entering into by such Foreign Subsidiary of a guaranty in form and substance
substantially  identical to the Subsidiary Guaranty,  (iii) the entering into by
such  Foreign   Subsidiary  of  a  security  agreement  in  form  and  substance
substantially identical to the Security Agreement, and (iv) the entering into by
such Foreign  Subsidiary of a pledge  agreement  substantially  identical to the
Pledge  Agreement,  in any such case would cause the  undistributed  earnings of
such Foreign  Subsidiary as  determined  for United  States  federal  income tax
purposes to be treated as a deemed dividend to such Foreign  Subsidiary's United
States parent (or other domestic Affiliate) for United States federal income tax
purposes  under Code Section 956 or any similar  provision of federal,  state or
local law, then, (A) in the case of a failure to deliver the evidence  described
in CLAUSE  (I) above,  that  portion of such  Foreign  Subsidiary's  outstanding
capital stock or any promissory notes so issued by such Foreign  Subsidiary,  in
each case not theretofore  pledged  pursuant to the Pledge  Agreement,  shall be
pledged to the Collateral  Agent for the benefit of the Finance Parties pursuant
to the Pledge Agreement (or another pledge agreement in substantially  identical
form, if needed); (B) in the case of a failure to deliver the evidence described
in CLAUSE (II) above,  such  Foreign  Subsidiary  shall  execute and deliver the
Subsidiary  Guaranty (or another  guaranty in  substantially  identical form, if
needed),  guaranteeing the Finance Obligations;  (C) in the case of a failure to
deliver the evidence  described in CLAUSE (III) above,  such Foreign  Subsidiary
shall execute and deliver the Security  Agreement (or another security agreement
in substantially  identical form, if needed),  granting to the Collateral Agent,
for the  benefit of the  Finance  Parties,  a security  interest  in all of such
Foreign Subsidiary's assets and securing the Finance Obligations; and (D) in the
case of a failure to deliver the evidence  described in CLAUSE (IV) above,  such
Foreign  Subsidiary  shall execute and deliver the Pledge  Agreement (or another
pledge  agreement in substantially  identical form, if needed),  pledging to the
Collateral  Agent,  for the benefit of the Finance  Parties,  all of the capital
stock and promissory notes owned by such Foreign Subsidiary, in each case to the
extent that entering into the Guaranty,  Security  Agreement or Pledge Agreement
is permitted by the Laws of the  respective  foreign  jurisdiction  and with all
documents  delivered  pursuant to this SECTION 6.12(D) to be in form,  scope and
substance  reasonably  satisfactory  to the  Collateral  Agent and the  Required
Lenders.

                                      -99-
<PAGE>

                  (e) COMPLETION OF ACTIONS. The Company agrees that each action
required by this SECTION 6.12 shall be completed as soon as possible,  but in no
event  later than 90 days after such action is either  requested  to be taken by
the  Collateral  Agent or  required  to be taken  by the  Company  or any of its
Subsidiaries pursuant to the terms of this SECTION 6.12.

                  SECTION 6.13 INTEREST RATE PROTECTION AGREEMENTS.  Within nine
months  after the  Closing  Date,  the  Company  will enter into and  thereafter
maintain in full force and effect  interest  rate swaps,  rate caps,  collars or
other similar  agreements or arrangements  designed to hedge the position of the
Company  with  respect  to  interest  rates  at rates  and on  terms  reasonably
satisfactory  to the  Administrative  Agent,  taking  into  account  the  market
conditions,  to provide protection against interest rates on Funded Indebtedness
bearing floating  interest rates for a period expiring no earlier than 24 months
after the date of execution  and delivery of such  agreements  with respect to a
notional amount of Funded  Indebtedness of the Company and its Subsidiaries such
that,  after giving effect thereto,  at least 40% of the Funded  Indebtedness of
the Company and its  Subsidiaries  bears fixed interest rates.  The Company will
promptly  deliver  evidence of the execution and delivery of such  agreements to
the Administrative Agent.

                  SECTION 6.14 PROJECT SUBSIDIARIES. The Company will cause, and
will cause each of its Subsidiaries to cause, each of its Subsidiaries  which is
a Project Subsidiary to: (i) except as permitted by SECTION 7.09(VIII), maintain
books,  financial  records and bank accounts that are separate and distinct from
the books,  financial  records and bank  accounts of any other person or entity;
(ii) observe appropriate corporate, limited liability company or partnership, as
applicable,  procedures  and  formalities;  (iii)  except as required by SECTION
6.01, maintain separate annual financial  statements prepared in accordance with
GAAP,  consistently  applied,  showing its assets and  liabilities  separate and
distinct from those of any other person or entity;  (iv) not guarantee or become
obligated for the  Indebtedness  or other  obligations of any other Person other
than of another Project  Subsidiary or one or more  Subsidiaries of such Project
Subsidiary;  (v) not hold out its  credit  as being  available  to  satisfy  the
Indebtedness or other obligations of any other Person other than another Project
Subsidiary or one or more Subsidiaries of such Project  Subsidiary except to the
extent required or permitted by and pursuant to this Agreement; (vi) hold itself
out as an entity  separate and distinct  from any other  Person  (including  its
Affiliates)  (except  that  nothing  herein  shall  prohibit  the  filing  of  a
consolidated  tax  return  for all  Group  Companies  or the  entry by any Group
Company  into one or more tax sharing  agreements  with other Group  Companies);
(vii) use reasonable efforts to correct any known misunderstanding regarding its
separate  identity;  (viii) except as permitted by SECTION  7.09(VIII),  SECTION
7.06(A)(I)  and SECTION  7.06(A)(XVI),  not make any loans to the Company or any
Subsidiary  of the Company that is not a Project  Subsidiary  or buy or hold any
Indebtedness  issued by the Company or any Subsidiary of the Company that is not
a  Project  Subsidiary  other  than  one or more  Subsidiaries  of such  Project
Subsidiary;  (ix) conduct its own business in its own name;  (x) hold all of its
assets in its own name;  (xi)  maintain an  arm's-length  relationship  with its
Affiliates and enter into  transactions  with  Affiliates only on a commercially
reasonable   basis  and  as  permitted  by  SECTION  7.09  pursuant  to  written
documentation (other than to the extent of Performance Guaranties by the Company
or its  Subsidiaries);  (xii) not identify itself as a division or department of
any other entity,  except for tax purposes;  (xiii) conduct transactions between
the  Project  Subsidiary  and  third  parties  only in the  name of the  Project
Subsidiary and as an entity separate and independent from its Affiliates  (other
than to the extent of Performance  Guaranties by the Company or its Subsidiaries
and as contemplated by SECTION 7.09(VIII)); (xiv) allocate fairly and reasonably
any overhead for shared office space; (xv) use separate stationary, invoices and
checks;  (xvi)  cause  representatives,  employees  and  agents  of the  Project
Subsidiary to hold  themselves  out to third  parties as being  representatives,
employees or agents, as the case may be, of the Project Subsidiary to the extent
acting for such Project Subsidiary; (xvii) not acquire or assume the obligations
of its  Affiliates  other  than  another  Project  Subsidiary  or  one  or  more
Subsidiaries of such Project Subsidiary;  and (xviii) not pay from its own funds
the Indebtedness or other obligations of any kind incurred by an Affiliate other
than another  Project  Subsidiary  or one or more  Subsidiaries  of such Project
Subsidiary.

                                     -100-
<PAGE>

                                  ARTICLE VII
                               NEGATIVE COVENANTS


                  The Company agrees that,  until all Senior Credit  Obligations
(in each case other than contingent indemnification  obligations) have been paid
in full:

SECTION 7.01 LIMITATION ON INDEBTEDNESS. None of the Group Companies will incur,
create, assume or permit to exist any Indebtedness or Swap Obligations except:

                                    (i)  Indebtedness  of the  Company  and  its
                  Subsidiaries  outstanding on the Closing Date and disclosed on
                  SCHEDULE 7.01 (collectively, the "EXISTING INDEBTEDNESS");

                                    (ii)  Indebtedness of the Loan Parties under
                  this Agreement and the other Loan  Documents and  Indebtedness
                  of the Group Companies under the other Finance Documents;

                                    (iii)   Purchase  Money   Indebtedness   and
                  Attributable  Indebtedness  in respect  of Capital  Leases and
                  Synthetic  Lease  Obligations  and  of  the  Company  and  its
                  Subsidiaries  incurred  after  the  Closing  Date  to  finance
                  Capital  Expenditures;  PROVIDED that (1) the aggregate amount
                  of all such  Indebtedness  does not exceed  $40,000,000 at any
                  time  outstanding  and (2) no Lien securing such  Indebtedness
                  shall  extend to or cover any  property  or asset of any Group
                  Company other than the asset so financed;

                                    (iv)  Indebtedness  of  the  Company  or its
                  Subsidiaries  secured by Liens  permitted  by CLAUSES  (XVII),
                  (XVIII) and (XIX) of SECTION  7.02 and any other  Indebtedness
                  of a Person whose Equity Interests or assets are acquired in a
                  Permitted Business Acquisition which is acquired or assumed by
                  the Company or a Subsidiary  of the Company in such  Permitted
                  Business  Acquisition and any Permitted  Refinancing  thereof;
                  PROVIDED  that  (A)  such  Indebtedness  was not  incurred  in
                  connection  with, or in anticipation  of, the events described
                  in such clauses or such Permitted  Business  Acquisition,  and
                  (B) such Indebtedness  (other than  pre-existing  Attributable
                  Indebtedness  and  Purchase  Money   Indebtedness)   does  not
                  constitute indebtedness for borrowed money;

                                    (v)    any    Permitted    Refinancing    of
                  Indebtedness permitted under CLAUSES (I), (III) or (IV) above;

                                    (vi) unsecured Subordinated  Indebtedness of
                  the  Company  or any of its  Subsidiaries  that is issued to a
                  seller of assets or Person  acquired in a  Permitted  Business
                  Acquisition   and  any  Permitted   Refinancing   thereof  if,
                  immediately  prior  to and  immediately  after  giving  effect
                  thereto,  (A) no  Event  of  Default  shall  exist  or  result
                  therefrom  and (B)  Company  and its  Subsidiaries  will be in
                  compliance on a Pro-Forma  Basis with the financial  covenants
                  set forth in SECTION 7.16(A) and (B);

                                     -101-
<PAGE>

                                    (vii) (A) contingent  liabilities in respect
                  of  any   indemnification,   adjustment  of  purchase   price,
                  earn-out,  non-compete,  consulting, deferred compensation and
                  similar  obligations  of  the  Company  and  its  Subsidiaries
                  incurred in connection with Permitted  Business  Acquisitions,
                  Permitted  Joint  Ventures  and  Asset  Dispositions  and  (B)
                  Indebtedness  incurred by the Company or its Subsidiaries in a
                  Permitted  Business  Acquisition  or Asset  Disposition  under
                  agreements  providing for  earn-outs or the  adjustment of the
                  purchase price or similar adjustments;

                                    (viii)  Swap  Obligations  of the Company or
                  any  Subsidiary  under Swap  Agreements to the extent  entered
                  into after the Closing Date in compliance with SECTION 6.13 or
                  to manage interest rate,  foreign  currency  exchange rate and
                  commodity pricing risks and not for speculative purposes;

                                    (ix)   Indebtedness   owed  to  any   Person
                  providing  property,  casualty or  liability  insurance to the
                  Company  or any  Subsidiary  of the  Company,  so long as such
                  Indebtedness  shall  not be in  excess  of the  amount  of the
                  unpaid cost of, and shall be  incurred  only to defer the cost
                  of,  such  insurance  for the  annual  period  in  which  such
                  Indebtedness  is  incurred  and  such  Indebtedness  shall  be
                  outstanding only during such year;

                                    (x) Indebtedness  consisting of (1) Guaranty
                  Obligations   incurred  (A)  by  the  Company  in  respect  of
                  Indebtedness,  leases  or other  ordinary  course  obligations
                  permitted  to be  incurred  by, or  obligations  in respect of
                  Permitted  Business  Acquisitions  or Permitted Joint Ventures
                  of, Wholly-Owned  Domestic Subsidiaries of the Company, (B) by
                  Domestic  Subsidiaries of the Company of Indebtedness,  leases
                  or other ordinary course obligations  permitted to be incurred
                  by,  or   obligations   in  respect  of   Permitted   Business
                  Acquisitions  or Permitted  Joint  Ventures of, the Company or
                  Wholly-Owned  Domestic  Subsidiaries  of the  Company,  (C) by
                  Foreign Subsidiaries of the Company of Indebtedness, leases or
                  other ordinary course obligations permitted to be incurred by,
                  or obligations in respect of Permitted  Business  Acquisitions
                  or  Permitted   Joint   Ventures  of,   Wholly-Owned   Foreign
                  Subsidiaries  of the  Company  and (D) by the  Company  or any
                  Subsidiary  of the  Company of  Indebtedness,  leases or other
                  ordinary  course  obligations  permitted  to be  incurred  by,
                  Foreign Subsidiaries; PROVIDED that (x) no Guaranty Obligation
                  permitted   under  this  CLAUSE  (X)  may  be  in  respect  of
                  Indebtedness,  leases  or  other  obligations  of any  Project
                  Subsidiary  except  to the  extent a  Guaranty  Obligation  is
                  incurred   by  a  Project   Subsidiary   in   respect  of  the
                  Indebtedness,  leases or other  obligations  of one or more of
                  its  Subsidiaries  and (y) the  aggregate  amount of  Guaranty
                  Obligations  referred to in this clause (D), together with all
                  Investments  by the  Company  and  its  Wholly-Owned  Domestic
                  Subsidiaries  permitted under SECTION  7.06(A)(XII),  will not
                  exceed   $5,000,000  at  any  one  time  outstanding  and  (2)
                  Performance  Guaranties not constituting  Guaranty Obligations
                  incurred by the Company or a Subsidiary  consistent  with past
                  practice  in  connection  with  contracts  entered  into  by a
                  Subsidiary in the ordinary course of business.

                                    (xi) inter-company Indebtedness owing to the
                  Company or a Subsidiary of the Company to the extent permitted
                  by SECTION 7.06(A)(XI) or (XII);

                                    (xii)  Indebtedness of Foreign  Subsidiaries
                  incurred  on or after  the  Closing  Date to  finance  working
                  capital   requirements  and  general  corporate  purposes  and
                  Permitted  Refinancings  thereof (determined without regard to
                  CLAUSE  (II)  of  the  definition  thereof)  in  an  aggregate
                  principal  amount  which,  when taken  together  with the then
                  outstanding  principal  amount of all  Indebtedness of Foreign
                  Subsidiaries  referred to in CLAUSE (I) above, does not exceed
                  the  sum  of  (A)  the  aggregate   principal  amount  of  all
                  Indebtedness  of  Foreign  Subsidiaries   outstanding  on  the
                  Closing  Date  and   disclosed  on  SCHEDULE   7.01  plus  (B)
                  $10,000,000  (or  its  equivalent  in one or  more  applicable
                  foreign currencies);


                                     -102-
<PAGE>

                                    (xiii) (A)  Indebtedness  of the Company and
                  its Subsidiaries  arising from the honoring by a bank or other
                  financial  institution of a check, draft or similar instrument
                  drawn  against  insufficient  funds in the ordinary  course of
                  business;  PROVIDED  that (1) such  Indebtedness  (other  than
                  credit or purchase cards) is extinguished within five Business
                  Days after  receipt of notice of its  incurrence  and (2) such
                  Indebtedness  in  respect  of  credit  or  purchase  cards  in
                  extinguished  within  60 days  from  its  incurrence,  and (B)
                  contingent indemnification  obligations of the Company and its
                  Subsidiaries  to financial  institutions,  in each case to the
                  extent in the  ordinary  course of  business  and on terms and
                  conditions which are within the general  parameters  customary
                  in  the  banking   industry,   entered  into  to  obtain  cash
                  management  services or deposit account  overdraft  protection
                  services (in amount  similar to those  offered for  comparable
                  services  in the  financial  industry)  or other  services  in
                  connection with the management or opening of deposit  accounts
                  or  incurred  as  a  result  of   endorsement   of  negotiable
                  instruments for deposit or collection purposes;

                                    (xiv) unsecured  Indebtedness of the Company
                  and its Subsidiaries  (other than loans or advances that would
                  be in  violation  of Section  402 of the  Sarbanes-Oxley  Act)
                  owing to any then  existing  or former  director,  officer  or
                  employee  of  the  Company  or  its   Subsidiaries   or  their
                  respective assigns,  estates, heirs or their current or former
                  spouses for the repurchase, redemption or other acquisition or
                  retirement  for  value  of  any  Equity   Interest  or  Equity
                  Equivalent of the Company or its Subsidiaries  held by them in
                  an aggregate  principal  amount at any time outstanding not to
                  exceed $2,500,000;

                                    (xv)  Project  Non-Recourse  Debt  of one or
                  more Project Subsidiaries;

                                    (xvi)   unsecured   senior   notes,   senior
                  subordinated   notes,   senior  floating  rate  notes,  senior
                  discount  notes  or other  securities  of the  Company  having
                  terms, yield, guarantees, covenants, default and subordination
                  provisions  and other terms as are  customary for "high yield"
                  securities  issued for cash in a registered public offering or
                  in a private  placement for resale pursuant to Rule 144A under
                  the  Securities  Act or otherwise;  PROVIDED that (A) any such
                  Indebtedness    must   constitute    unsecured    Subordinated
                  Indebtedness,  - (B) no Default or Event of Default shall have
                  occurred and be continuing  immediately before and immediately
                  after  giving  effect to the  incurrence  thereof  and (C) the
                  Company  shall have  delivered to the  Administrative  Agent a
                  certificate  demonstrating  that,  upon  giving  effect  on  a
                  Pro-Forma Basis to the incurrence of such  Indebtedness and to
                  the concurrent prepayment of the Loans, the Loan Parties shall
                  be in  compliance  with the  financial  covenants set forth in
                  SECTION 7.16;

                                    (xvii) Sale/Leaseback Transactions permitted
                  by SECTION 7.13;

                                    (xviii)   accretion   or   amortization   of
                  original  issue  discount and  accretion  of interest  paid in
                  kind,  in  each  case in  respect  of  Indebtedness  otherwise
                  permitted by this SECTION 7.01;


                                     -103-
<PAGE>

                                    (xix)  contingent  obligations  under  or in
                  respect  of  surety  bonds,  appeal  bonds,   performance  and
                  return-of-money  bonds and other similar obligations  incurred
                  in the ordinary  course of business in  connection  with bids,
                  projects, leases and similar commercial contracts; and

                                    (xx)  Indebtedness  of the  Company  and its
                  Subsidiaries  not  otherwise  permitted  by this  SECTION 7.01
                  incurred  after the  Closing  Date in an  aggregate  principal
                  amount  not to  exceed  $10,000,000  at any time  outstanding;
                  PROVIDED  that  (A) the  documentation  with  respect  to such
                  Indebtedness shall not contain covenants or default provisions
                  relating to Company or any Subsidiary of Company that are more
                  restrictive   than  the  covenants   and  default   provisions
                  contained in the Loan Documents and (B) no Default or Event of
                  Default  shall have  occurred  and be  continuing  immediately
                  before and immediately after giving effect to such incurrence.

                  SECTION 7.02 RESTRICTION ON LIENS. None of the Group Companies
will create, incur, assume or permit to exist any Lien on any property or assets
(including  Equity  Interests or other  securities of any Person,  including any
Subsidiary  of the  Company)  now owned or  hereafter  acquired  by it or on any
income or rights in respect of any  thereof,  or sign or file or  authorize  the
filing  under the Uniform  Commercial  Code of any  jurisdiction  of a financing
statement that names any Group Company as debtor, or sign any security agreement
authorizing  any secured party  thereunder  to file such a financing  statement,
except Liens described in any of the following clauses (collectively, "PERMITTED
LIENS"):

                                    (i) Liens  existing on the Closing  Date and
                  listed  on  SCHEDULE   7.02  hereto  and  any   modifications,
                  replacements,  renewals or extensions  thereof;  PROVIDED that
                  (A) the Lien does not extend to any additional  property other
                  than  (x)   after-acquired   property   that  is   affixed  or
                  incorporated  into  the  property  covered  by  such  Lien  or
                  financed by Indebtedness  permitted under SECTION 7.01 and (y)
                  proceeds and products  thereof and (B) the renewal,  extension
                  or  modification  of the  obligations  secured or benefited by
                  such Liens is permitted by SECTION 7.01;

                                    (ii)  Liens   created   by  the   Collateral
                  Documents;

                                    (iii)  Liens  for  taxes,   assessments   or
                  governmental  charges or levies not more than 30 days over due
                  or  which  may be  paid  without  penalty  or that  are  being
                  contested  in good faith and by  appropriate  proceedings  for
                  which  adequate  reserves  (in the good faith  judgment of the
                  management of the Company) have been established in accordance
                  with GAAP;

                                    (iv)  Liens  imposed  by  Law  securing  the
                  charges,  claims,  demands or levies of  landlords,  carriers,
                  suppliers,  warehousemen,   materialmen,  workmen,  mechanics,
                  carriers  and  other  like  Liens  imposed  by Law  (including
                  without  limitation  under  Article 2 of the UCC)  which  were
                  incurred in the ordinary  course of business and which (A) are
                  for amounts not more than 30 days overdue or which may be paid
                  without penalty or (B) which are being contested in good faith
                  by appropriate proceedings for which adequate reserves (in the
                  good faith  judgment of the  management  of the Company)  have
                  been established in accordance with GAAP;

                                    (v) Liens  (other than any Liens  imposed by
                  ERISA or  pursuant  to any  Environmental  Law)  not  securing
                  Indebtedness or Swap Obligations  incurred or deposits made in
                  the ordinary  course of business in  connection  with workers'
                  compensation, unemployment insurance and other types of social
                  security  and  other  similar  obligations   incurred  in  the
                  ordinary course of business;

                                    (vi) Liens  securing  obligations in respect
                  of  surety   bonds  (other  than  appeal   bonds),   statutory
                  obligations  to  Governmental  Authorities,   tenders,  sales,
                  contracts  (other  than for  borrowed  money),  bids,  leases,
                  government contracts,  Performance Guaranties not constituting
                  Guaranty  Obligations,  performance and return-of-money  bonds
                  and other similar obligations  incurred in the ordinary course
                  of  business  for sums not more than 90 days  overdue or being
                  contested  in good faith by  appropriate  proceedings  and for
                  which  the  Company  and its  Subsidiaries  maintain  adequate
                  reserves in accordance  with GAAP;  PROVIDED that the --------
                  aggregate  amount  of the  obligations  or  other  liabilities
                  secured by such Liens,  together with the aggregate  amount of
                  outstanding deposits permitted under SECTION  7.06(A)(IX),  do
                  not exceed $10,000,000 at any time;

                                      -104-
<PAGE>

                                    (vii) Liens upon specific items or inventory
                  or other  goods  and  proceeds  of the  Company  or any of its
                  Subsidiaries  securing such Person's obligations in respect of
                  bankers'  acceptances or documentary  letters of credit issued
                  or created for the account of such  Person to  facilitate  the
                  shipment or storage of such inventory or other goods;

                                    (viii)  pledges or deposits of cash and Cash
                  Equivalents securing deductibles, self-insurance,  co-payment,
                  co-insurance,  retentions or similar  obligations to providers
                  of insurance in the ordinary course of business;

                                    (ix)   Liens  on  (A)   incurred   premiums,
                  dividends   and  rebates  and  other   identifiable   proceeds
                  therefrom  which may become payable under  insurance  policies
                  and loss payments  which reduce the incurred  premiums on such
                  insurance  policies and (B) rights which may arise under State
                  insurance  guarantee  funds  relating  to any  such  insurance
                  policy,  in each case  securing  Indebtedness  permitted to be
                  incurred pursuant to SECTION 7.01(IX);

                                    (x)  Liens  arising  solely by virtue of any
                  statutory or common Law provision  relating to banker's liens,
                  rights of set-off or similar rights,  in each case incurred in
                  the ordinary course of business;

                                    (xi) licenses,  leases or subleases  granted
                  to third Persons or to the Company or its  Subsidiaries by the
                  Company  and  its  Subsidiaries  in  the  ordinary  course  of
                  business  not  interfering  in any  material  respect with the
                  business of any Group Company and not otherwise  prohibited by
                  SECTION 7.05(XIV);

                                    (xii) zoning  restrictions,  building codes,
                  land use and  other  similar  Laws and  municipal  ordinances,
                  easements, rights of way, licenses,  reservations,  covenants,
                  conditions,  waivers,  restrictions  on the use of property or
                  other  minor  encumbrances  or  irregularities  of  title  not
                  securing  Indebtedness  or  Swap  Obligations  which  do  not,
                  individually or in the aggregate, materially impair the use of
                  any  property in the  operation  or business of the Company or
                  any of its  Subsidiaries or the value of such property for the
                  purpose of such business;

                                    (xiii)  Liens  arising  from   precautionary
                  Uniform Commercial Code financing  statements  regarding,  and
                  any  interest  or title of a  licensor,  lessor  or  sublessor
                  under, Operating Leases permitted by this Agreement;

                                    (xiv) Liens in favor of licensors,  lessors,
                  sublessors, lessees or sublessees securing Operating Leases or
                  other obligations not constituting Indebtedness;

                                    (xv) Liens arising from  judgments,  decrees
                  or  attachments  (or  securing  of appeal  bonds with  respect
                  thereto) in circumstances not constituting an Event of Default
                  under SECTION 8.01;


                                     -105-
<PAGE>

                                    (xvi) Liens securing Indebtedness  permitted
                  to be incurred under SECTION 7.01(I), (III), (IV) and (V);

                                    (xvii) any Lien existing on any asset of any
                  Person at the time such  Person  becomes a  Subsidiary  of the
                  Company and not created in contemplation of such event;

                                    (xviii) any Lien on any asset (other than on
                  the  Equity  Interests  of one or  more  Subsidiaries)  of any
                  Person   existing  at  the  time  such  Person  is  merged  or
                  consolidated  with or into the Company or a Subsidiary  of the
                  Company and not created in contemplation of such event;

                                    (xix) any Lien  existing on any asset (other
                  than on the  Equity  Interests  of one or  more  Subsidiaries)
                  prior  to  the  acquisition   thereof  by  the  Company  or  a
                  Subsidiary of the Company and not created in  contemplation of
                  such acquisition;

                                    (xx) Liens solely on any cash earnest  money
                  deposits  made by the  Company or any of its  Subsidiaries  in
                  connection  with any  letter of intent or  purchase  agreement
                  with  respect  to  a  Permitted  Business   Acquisition  or  a
                  Permitted Joint Venture;

                                    (xxi)  Liens on cash  and  Cash  Equivalents
                  securing Swap Obligations owing to one or more Persons who are
                  not Swap Creditors;  PROVIDED that the aggregate amount of all
                  cash and Cash Equivalents subject to such Liens may at no time
                  exceed $2,000,000;

                                    (xxii)   Liens  on  any   assets  or  Equity
                  Interests  of a Foreign  Subsidiary  of the  Company  securing
                  Indebtedness of such Foreign  Subsidiary  incurred pursuant to
                  SECTION 7.01(XII);

                                    (xxiii)   Liens   securing    Sale/Leaseback
                  Transactions permitted under SECTION 7.13;

                                    (xxiv)  Liens  on  assets  of  one  or  more
                  Project   Subsidiaries   securing  Project  Non-Recourse  Debt
                  permitted by SECTION 7.01(XV);

                                    (xxv) Liens that might be deemed to exist on
                  assets subject to a repurchase  agreement  constituting a Cash
                  Equivalent  permitted  hereunder,  if such Liens are deemed to
                  exist  solely  because  of the  existence  of such  repurchase
                  agreement; and

                                    (xxvi)  other  Liens  securing  Indebtedness
                  permitted  under SECTION 7.01 if the  aggregate  amount of the
                  obligations  or  liabilities  secured  thereby does not exceed
                  $10,000,000 at any time.

                  SECTION  7.03 NATURE OF  BUSINESS.  The Company  will not, nor
will it permit any  Subsidiary to, engage in any line of business other than the
lines of business  conducted  by the Company  and its  Subsidiaries  on the date
hereof and any business reasonably related, incidental or ancillary thereto.

                  SECTION 7.04 CONSOLIDATION,  MERGER AND DISSOLUTION. Except in
connection  with an Asset  Disposition  permitted by the terms of SECTION  7.05,
none of the  Group  Companies  will  enter  into any  transaction  of  merger or
consolidation or liquidate, wind up or dissolve itself or its affairs (or suffer
any liquidations or dissolutions); PROVIDED that:

                                    (i) any Domestic  Subsidiary  of the Company
                  which is not a Project  Subsidiary  may be acquired  by, merge
                  with and into, or be voluntarily dissolved or liquidated into,
                  the  Company,   so  long  as  the  Company  is  the  surviving
                  corporation of such merger, dissolution or liquidation;


                                     -106-
<PAGE>

                                    (ii) any Domestic  Subsidiary of the Company
                  which is not a Project  Subsidiary  may be acquired  by, merge
                  with and into, or be voluntarily dissolved or liquidated into,
                  any other  Domestic  Subsidiary of the Company,  so long as in
                  the  case  of any  such  merger,  dissolution  or  liquidation
                  involving  one or more  Subsidiary  Guarantors,  a  Subsidiary
                  Guarantor  is  the  surviving   corporation  of  such  merger,
                  dissolution or liquidation;

                                    (iii) any Foreign  Subsidiary of the Company
                  which is not a Project Subsidiary may be merged with and into,
                  or be voluntarily dissolved or liquidated into, the Company or
                  any  Subsidiary of the Company,  so long as in the case of any
                  such merger,  dissolution or liquidation involving one or more
                  Subsidiary   Guarantor,   the   Company  or  such   Subsidiary
                  Guarantor, as the case may be, is the surviving corporation of
                  any such merger, dissolution or liquidation;

                                    (iv) the  Company or any  Subsidiary  of the
                  Company which is not a Project  Subsidiary  may merge with any
                  Person which is not a Project  Subsidiary in connection with a
                  Permitted Business  Acquisition if (A) in the case of any such
                  merger  involving  the  Company,  the  Company  shall  be  the
                  continuing or surviving  corporation in such merger and (B) in
                  the case of any such merger involving a Subsidiary  Guarantor,
                  such Subsidiary Guarantor shall be the continuing or surviving
                  corporation  in such  merger or the  continuing  or  surviving
                  corporation  in such  merger  shall,  simultaneously  with the
                  consummation  of such merger,  become a  Subsidiary  Guarantor
                  having  all  the   responsibilities  and  obligations  of  the
                  Subsidiary Guarantor so merged;

                                    (v) any  Subsidiary  of the Company which is
                  not  a  Project  Subsidiary  may  merge  with  any  Person  in
                  connection  with a Permitted  Joint  Venture if in the case of
                  any  such  merger  involving  a  Subsidiary  Guarantor,   such
                  Subsidiary  Guarantor  shall be the  continuing  or  surviving
                  corporation  in such  merger or the  continuing  or  surviving
                  corporation  in such  merger  shall,  simultaneously  with the
                  consummation  of such merger,  become a  Subsidiary  Guarantor
                  having  all  the   responsibilities  and  obligations  of  the
                  Subsidiary Guarantor so merged;

                                    (vi) a Project Subsidiary may be acquired by
                  or merged  with  another  Project  Subsidiary  and the  Equity
                  Interests of one or more Project  Subsidiaries may be acquired
                  by any Group Company; and

                                    (vii) a Foreign  Subsidiary  may be acquired
                  by or merged with another Foreign Subsidiary.

In the case of any merger or consolidation permitted by this SECTION 7.04 of any
Subsidiary of the Company which is not a Loan Party into a Loan Party,  the Loan
Parties shall cause to be executed and delivered such documents, instruments and
certificates as the  Administrative  Agent may reasonably request so as to cause
the Loan Parties to be in compliance with the terms of SECTION 6.12 after giving
effect to such transaction.  Notwithstanding  anything to the contrary contained
above in this SECTION  7.04,  no action shall be  permitted  which  results in a
Change of Control.

                  SECTION 7.05 ASSET  DISPOSITIONS.  None of the Group Companies
will make any Asset Disposition; PROVIDED that:

                                    (i) any Group Company may sell  inventory in
                  the ordinary course of business;

                                    (ii) any  Group  Company  may make any Asset
                  Disposition  to  the  Company  or  any  Wholly-Owned  Domestic
                  Subsidiary which is not a Project Subsidiary;


                                     -107-
<PAGE>

                                    (iii) the Company and its  Subsidiaries  may
                  liquidate   or  sell  Cash   Equivalents   and  Foreign   Cash
                  Equivalents;

                                    (iv) the Company or any of its  Subsidiaries
                  may dispose of machinery  or equipment  which will be replaced
                  or upgraded with  machinery or equipment used or useful in the
                  ordinary course of business of and owned by such Person;

                                    (v) the  Company or any of its  Subsidiaries
                  may dispose of obsolete,  worn-out or surplus  tangible assets
                  in the ordinary course of business;

                                    (vi) any  Subsidiary of the Company which is
                  not a Project Subsidiary may sell, lease or otherwise transfer
                  all or substantially  all or any part of its assets (including
                  any  such   transaction   effected   by  way  of   merger   or
                  consolidation) to the Company or any Subsidiary Guarantor;

                                    (vii)   any   Subsidiary   that   is  not  a
                  Subsidiary Guarantor may sell, lease or otherwise transfer all
                  or any part of its  assets  (including  any  such  transaction
                  effected  by way of  merger  or  consolidation)  to any  other
                  Subsidiary that is not a Subsidiary Guarantor;

                                    (viii) the Company or any  Subsidiary of the
                  Company  may issue  Equity  Interests  in the  Company or such
                  Subsidiary to qualify  directors  where required by applicable
                  Law or to satisfy other  requirements  of applicable  Law with
                  respect  to the  ownership  of  Equity  Interests  in  Foreign
                  Subsidiaries or Nominal Shares for tax considerations;

                                    (ix) any Group  Company may transfer  assets
                  as a part of the  consideration  for  Investments in Permitted
                  Joint Ventures;

                                    (x) the  Company  and its  Subsidiaries  may
                  transfer trade fixtures to Foreign  Subsidiaries which are not
                  Project   Subsidiaries   and  to   non-Wholly-Owned   Domestic
                  Subsidiaries  which  are not  Project  Subsidiaries  having an
                  aggregate  fair market value not  exceeding  $2,000,000 in any
                  fiscal year;

                                    (xi)   Asset   Dispositions    effected   by
                  transactions permitted under SECTION 7.04 shall be permitted;

                                    (xii) any Group Company may lease, as lessor
                  or sublessor, or license, as licensor or sublicensor,  real or
                  personal  property in the  ordinary  course of business if not
                  otherwise prohibited by CLAUSE (XIV) below;

                                    (xiii)  any  Group  Company  may  write-off,
                  discount,  sell or otherwise  dispose of defaulted or past due
                  receivables and similar  obligations in the ordinary course of
                  business and not as part of an accounts  receivable  financing
                  transaction;

                                    (xiv) any Group Company may, in the ordinary
                  course  of  business,   license  and  sublicense  Intellectual
                  Property;

                                    (xv) any Project  Subsidiary  may make Asset
                  Dispositions to any Group Company;

                                    (xvi) any Foreign  Subsidiary may make Asset
                  Dispositions to any Group Company;


                                     -108-
<PAGE>

                                    (xvii)  any Group  Company  may  dispose  of
                  non-core assets acquired in Permitted Business Acquisitions;

                                    (xviii) any Group Company may enter into any
                  (A) Sale/Leaseback  Transaction not prohibited by SECTION 7.01
                  or SECTION 7.13 and (B) any Interim Purchase Transaction;

                                    (xix)  any  Group  Company  may  make  Asset
                  Dispositions  to any other Group  Company or  Permitted  Joint
                  Venture which is not a Subsidiary  Guarantor  where such Asset
                  Disposition  constitutes  an  Investment  permitted by SECTION
                  7.06(A);

                                    (xx)  any  Group  Company  which  is  not  a
                  Subsidiary  Guarantor may make Asset  Dispositions to any Loan
                  Party;

                                    (xxi) any Group  Company  may dispose of (A)
                  core assets acquired in Permitted  Business  Acquisitions  and
                  (B) the equity or assets  comprising  an  Investment in one or
                  more  Permitted  Business   Acquisitions  or  Permitted  Joint
                  Ventures;

                                    (xxii)  any  Group  Company  may make  Asset
                  Dispositions  to  Subsidiaries  of the Companies  that are not
                  Loan  Parties  for cash  consideration  not less than the then
                  fair  market  value  of  the  assets  subject  to  such  Asset
                  Disposition  (as  determined  in good  faith  by the  Board of
                  Directors of the Group Company making such Asset  Disposition)
                  if such Asset  Disposition is otherwise in the ordinary course
                  of its business and on terms and conditions as favorable to it
                  as  would be  obtainable  by it in a  comparable  arms'-length
                  transaction with an independent, unrelated third party; and

                                    (xxiii) any Group Company may make any other
                  Asset Disposition other than to a Project Subsidiary; PROVIDED
                  that (A) at least 75% of the consideration therefor is cash or
                  Cash  Equivalents;  (B) such  transaction does not involve the
                  sale or other disposition of a minority Equity Interest in any
                  Group  Company;  (C) the  aggregate  fair market  value of all
                  assets sold or otherwise disposed of by the Group Companies in
                  all such transactions in reliance on this CLAUSE (XXIII) shall
                  not exceed $10,000,000 in any fiscal year of the Company;  and
                  (D) no Default or Event of Default  shall have occurred and be
                  continuing  immediately  before or  immediately  after  giving
                  effect to such transaction.

Upon consummation of an Asset Disposition permitted under this SECTION 7.05, the
Lien created  thereon under the  Collateral  Documents  (but not the Lien on any
proceeds thereof) shall be automatically  released, and the Administrative Agent
shall  (or shall  cause the  Collateral  Agent  to) (to the  extent  applicable)
deliver to the Company, upon the Company's request and at the Company's expense,
such  documentation  as is  reasonably  necessary to evidence the release of the
Collateral Agent's security interests,  if any, in the assets being disposed of,
including  amendments  or  terminations  of Uniform  Commercial  Code  Financing
Statements, if any, the return of stock certificates, if any, and the release of
any Subsidiary being disposed of in its entirety from all of its obligations, if
any, under the Loan Documents.


                  SECTION 7.06 INVESTMENTS.

                  (a)  INVESTMENTS.  None of the Group Companies will hold, make
or acquire, any Investment in any Person, except the following:


                                     -109-
<PAGE>

                                    (i) Investments  existing on the date hereof
                  disclosed on SCHEDULE 7.06 hereto and Investments  existing on
                  the date hereof in Persons which are  Subsidiaries on the date
                  hereof;

                                    (ii) the Company or any Domestic  Subsidiary
                  of the  Company  may  invest in cash  (including  cash held in
                  deposit accounts) and Cash Equivalents;

                                    (iii)  Foreign  Subsidiaries  of the Company
                  may invest in cash (including cash held in deposit  accounts),
                  Cash Equivalents or Foreign Cash Equivalents;

                                    (iv) the Company and each  Subsidiary of the
                  Company  may  acquire and hold  receivables,  accounts,  notes
                  receivable,  chattel paper,  payment  intangibles  and prepaid
                  accounts owing to them, if created or acquired in the ordinary
                  course of business and payable or  dischargeable in accordance
                  with customary trade terms;

                                    (v) the Company and each  Subsidiary  of the
                  Company   may   acquire   and   own   Investments   (including
                  Indebtedness  obligations)  received  in  connection  with the
                  settlement of accounts in the ordinary course or in connection
                  with  the  bankruptcy  or   reorganization  of  suppliers  and
                  customers or in settlement of delinquent  obligations  of, and
                  other  disputes with,  customers and suppliers  arising in the
                  ordinary course of business;

                                    (vi) loans and  advances  by the Company and
                  its   Subsidiaries   to  employees  of  the  Company  and  its
                  Subsidiaries for moving and travel and other similar expenses,
                  in  each  case  in the  ordinary  course  of  business,  in an
                  aggregate  principal  amount not to exceed  $2,000,000  at any
                  time outstanding;

                                    (vii) loans and advances to employees of the
                  Group Companies in the ordinary course of business (other than
                  loans or advances that would be in violation of Section 402 of
                  the Sarbanes-Oxley  Act) in an aggregate  principal amount not
                  to exceed $2,000,000 at any one time;

                                    (viii)  the  Company or any  Subsidiary  may
                  make  deposits in the ordinary  course of business  consistent
                  with past  practices  to secure the  performance  of operating
                  leases and payment of utility contracts;

                                    (ix) the Company or any  Subsidiary may make
                  good faith  deposits  in the  ordinary  course of  business in
                  connection with Permitted Business Acquisitions or obligations
                  in  respect  of  surety  bonds  (other  than  appeal   bonds),
                  statutory  obligations to Governmental  Authorities,  tenders,
                  sales,  contracts  (other  than  for  borrowed  money),  bids,
                  leases,  government  contracts,   Performance  Guaranties  not
                  constituting    Guaranty    Obligations,    performance    and
                  return-of-money  bonds and other similar obligations  incurred
                  in the  ordinary  course of business for sums not more than 90
                  days overdue or being  contested in good faith by  appropriate
                  proceedings  and for which the  Company  and its  Subsidiaries
                  maintain adequate  reserves in accordance with GAAP;  PROVIDED
                  that the  aggregate  amount of all  outstanding  deposits made
                  pursuant  to this CLAUSE  (IX),  together  with the  aggregate
                  amount of the  obligations  and other  liabilities  secured by
                  Liens permitted under SECTION 7.02(VI),  shall not at any time
                  exceed $10,000,000;

                                    (x) loans by the  Company  to  officers  and
                  employees  of the  Company  the  proceeds of which are used to
                  purchase the Company's Equity Interests or Equity Equivalents;


                                     -110-
<PAGE>

                                    (xi) the Company may make Investments in any
                  of  its  Wholly-Owned  Domestic  Subsidiaries  which  is not a
                  Project  Subsidiary and any Subsidiary of the Company which is
                  not a Project  Subsidiary may make  Investments in the Company
                  or any Wholly-Owned  Domestic  Subsidiary of the Company which
                  is not a Project  Subsidiary;  PROVIDED  that (A) each item of
                  intercompany  Indebtedness  shall be evidenced by a promissory
                  note  (which,  from and after the date  which is 90 days after
                  the  Closing  Date,  shall  be  substantially  in the  form of
                  EXHIBIT H hereto,  except for those  promissory notes existing
                  on  the  Closing   Date  which  are  issued  by   Subsidiaries
                  designated   on  SCHEDULE  5.13  hereof  to  be  dissolved  or
                  reorganized  within twelve months following the Closing Date),
                  (B) each  promissory note  evidencing  intercompany  loans and
                  advances made by a Foreign  Subsidiary  or a  non-Wholly-Owned
                  Domestic Subsidiary to the Company or a Wholly-Owned  Domestic
                  Subsidiary of the Company shall, from and after the date which
                  is 90 days after the Closing Date,  contain the  subordination
                  provisions  set  forth  in  EXHIBIT  I  hereto  and  (C)  each
                  promissory  note  evidencing  intercompany  loans and advances
                  (other  than  promissory  notes held by Foreign  Subsidiaries,
                  except to the extent  provided  in SECTION  6.12(D))  shall be
                  pledged  to  the  Collateral  Agent  pursuant  to  the  Pledge
                  Agreement;

                                    (xii) the Company and its Subsidiaries which
                  are not  Project  Subsidiaries  may  make  Investments  in any
                  Foreign Subsidiary or any non-Wholly-Owned Domestic Subsidiary
                  of the Company (A) in the case of  Investments  by the Company
                  or any Wholly-Owned  Domestic Subsidiary of the Company, in an
                  aggregate  amount  together  with  all  Guaranty   Obligations
                  permitted under SECTION 7.01(X)(D)  (determined without regard
                  to any  write-downs  or  write-offs  of any  such  Investments
                  constituting  Indebtedness)  at any one time  outstanding  not
                  exceeding  $5,000,000  and (B) to the extent such  Investments
                  arise from the sale of  inventory  in the  ordinary  course of
                  business by the  Company or such  Subsidiary  to such  Foreign
                  Subsidiary or non-Wholly-Owned  Domestic Subsidiary for resale
                  by  such  Foreign  Subsidiary  or  non-Wholly-Owned   Domestic
                  Subsidiary  (including any such Investments resulting from the
                  extension  of the payment  terms with  respect to such sales);
                  PROVIDED that (A) each item of intercompany Indebtedness shall
                  be evidenced by a promissory  note (which,  from and after the
                  date  which  is 90 days  after  the  Closing  Date,  shall  be
                  substantially  in the form of  EXHIBIT  H hereto,  except  for
                  those  promissory notes existing on the Closing Date which are
                  issued by  Subsidiaries  designated on SCHEDULE 5.13 hereof to
                  be dissolved or reorganized within twelve months following the
                  Closing  Date)  and  (B)  each   promissory   note  evidencing
                  intercompany  loans and advances (other than promissory  notes
                  (x)  issued by  Foreign  Subsidiaries  of the  Company  to the
                  Company  or any of its  Domestic  Subsidiaries  or (y) held by
                  Foreign  Subsidiaries  of the Company,  in each case except to
                  the extent  provided in SECTION  6.12(D))  shall be pledged to
                  the Collateral Agent pursuant to the Pledge Agreement;

                                    (xiii)  Guaranty  Obligations  permitted  by
                  SECTION 7.01(X);

                                    (xiv) Investments arising out of the receipt
                  by  the  Company  or  any  of  its  Subsidiaries  of  non-cash
                  consideration  for the sale of assets  permitted under SECTION
                  7.05;

                                    (xv) the  Company and its  Subsidiaries  may
                  make Investments constituting Permitted Business Acquisitions;

                                    (xvi)  after the Closing  Date,  the Company
                  and its  Subsidiaries  which are not Project  Subsidiaries may
                  make Investments in Project Subsidiaries  (including by way of
                  designating a Subsidiary which is not a Project  Subsidiary as
                  a  Project  Subsidiary)  in an  aggregate  amount  (determined
                  without  regard to any  write-downs  or write-offs of any such
                  Investments   constituting   Indebtedness  but  excluding  any
                  portion  thereof  funded with proceeds of a Qualifying  Equity
                  Issuance not otherwise  utilized for any purpose  specified in
                  CLAUSE (II) of the definition of "Qualifying Equity Issuance")
                  at any time outstanding not exceeding $20,000,000;

                                    (xvii)  the  Company  and  its  Subsidiaries
                  which are not Project  Subsidiaries  may make  Investments  in
                  Permitted  Joint Ventures in an aggregate  amount  (determined
                  without  regard to any  write-downs  or write-offs of any such
                  Investments   constituting   Indebtedness)  at  any  one  time
                  outstanding not exceeding $10,000,000;


                                     -111-
<PAGE>

                                    (xviii)   Project   Subsidiaries   may  make
                  Investments in other Project Subsidiaries;

                                    (xix)     Performance     Guaranties     not
                  constituting Guaranty Obligations incurred by the Company or a
                  Subsidiary  consistent  with past practice in connection  with
                  contracts  entered into by a Subsidiary in the ordinary course
                  of business; and

                                    (xx) the  Company and its  Subsidiaries  may
                  make other Investments not otherwise permitted by this SECTION
                  7.06   (determined   without  regard  to  any  write-downs  or
                  write-offs of any such Investments  constituting  Indebtedness
                  but  excluding any portion  thereof  funded with proceeds of a
                  Qualifying  Equity  Issuance  not  otherwise  utilized for any
                  purpose   specified  in  CLAUSE  (II)  of  the  definition  of
                  "Qualifying  Equity Issuance") the amount of which is deducted
                  from  Available  Cash for the  Reference  Period in which made
                  pursuant  to clause  (iv)(H) of the  definition  of  Available
                  Cash;

PROVIDED that no Group Company may make or own any Investment in Margin Stock in
violation  of  Regulations  T, U or X of the Board of  Governors  of the Federal
Reserve System.

                  (b)  LIMITATION  ON THE  CREATION  OF  SUBSIDIARIES.  No Group
Company will establish, create or acquire after the Closing Date any Subsidiary;
PROVIDED that the Company and its Subsidiaries  shall be permitted to establish,
create or acquire  Subsidiaries  so long as (i)) the  Investment  resulting from
such  establishment,  creation or acquisition  is permitted  pursuant to SECTION
7.06(A)  above,  (ii) the capital  stock or other  equity  interests of such new
Subsidiary  (other  than (A)  Project  Subsidiaries,  except to the  extent  not
prohibited by the terms of the  instruments  governing any Project  Non-Recourse
Debt of such Project  Subsidiary,  and (B) Foreign  Subsidiaries,  except to the
extent otherwise  required  pursuant to SECTION 6.12(D)) is pledged pursuant to,
and to the  extent  required  by,  the  Pledge  Agreement  and the  certificates
representing  such  interests,  together with  transfer  powers duly executed in
blank, are delivered to the Collateral  Agent,  (iii) such new Subsidiary (other
than (A) Project Subsidiaries,  except to the extent not prohibited by the terms
of the  instruments  governing  any Project  Non-Recourse  Debt of such  Project
Subsidiary,  and  (B)  Foreign  Subsidiaries,  except  to the  extent  otherwise
required  pursuant to SECTION 6.12(D))  executes the Accession  Agreement to the
extent required by SECTION 6.12(B), and (iv) such new Subsidiary,  to the extent
requested by the Administrative Agent, takes all other actions required pursuant
to SECTION 6.12.

                  SECTION 7.07 RESTRICTED  PAYMENTS,  ETC. The Company will not,
nor will it permit any  Subsidiary to, declare or make, or agree to pay or make,
directly  or  indirectly,   any  Restricted  Payment  or  incur  any  obligation
(contingent or otherwise) to do so, except:

                                    (i)  the   Company   may   declare  and  pay
                  dividends  or make  distributions  with respect to its capital
                  stock solely in additional shares of its common stock;

                                    (ii) the  Subsidiaries  of the  Company  may
                  declare  and pay  dividends  ratably  with  respect  to  their
                  capital stock;

                                     -112-
<PAGE>

                                    (iii)  so  long  as no  Default  shall  have
                  occurred  and be  continuing,  the  Company  may  pay  current
                  dividends on its capital  stock,  repurchase its capital stock
                  and make other Restricted  Payments in an amount not exceeding
                  Cumulative   Distributable   Cash  of  the   Company  and  its
                  Subsidiaries  calculated  as of the  date of  such  Restricted
                  Payment;  PROVIDED  that,  after June 30, 2005,  no Restricted
                  Payment  shall be made under this  CLAUSE  (III)  prior to the
                  date five days after the Company  shall have  delivered to the
                  Administrative Officer a certificate signed on its behalf by a
                  Responsible Officer stating that the amount of such Restricted
                  Payment  to  be  made   pursuant  to  this  CLAUSE  (III)  and
                  demonstrating  that  the sum of (A)  Cumulative  Distributable
                  Cash  through the most recent  fiscal  quarter as of which the
                  financial   statements   under  SECTION  6.01  (which  may  be
                  unaudited if the financial  statements  required under SECTION
                  6.01(A)  are  not  available)  and  a  Compliance  Certificate
                  required to be delivered with such financial  statements  have
                  been  delivered  to the  Lenders  MINUS (B) the amount of such
                  Restricted Payment, is greater than zero; and

                                    (iv)  so  long  as  no  Default  shall  have
                  occurred  and be  continuing,  the  Company  may  pay  current
                  dividends on its capital stock,  repurchase  capital stock and
                  make other  Restricted  Payments up to but not  exceeding  the
                  Available  Equity  Issuance  Amount  as of the  date  of  such
                  Restricted  Payment,   PROVIDED;  that  at  the  time  of  any
                  Restricted  Payment under this CLAUSE (IV),  the Company shall
                  deliver a  certificate  signed on its behalf by a  Responsible
                  Officer  stating the amount of the  Restricted  Payment  being
                  made  pursuant  to  this  CLAUSE  (IV)  and  setting  forth  a
                  calculation   of  the   Available   Equity   Issuance   Amount
                  immediately  before  and  immediately  after  such  Restricted
                  Payment.


                                     -113-
<PAGE>

                  SECTION 7.08 PREPAYMENTS OF INDEBTEDNESS, ETC.

                  (a) AMENDMENTS OF INDEBTEDNESS  AGREEMENTS.  None of the Group
Companies will, or will permit any of their  respective  Subsidiaries  to, after
the issuance thereof, amend, waive or modify (or permit the amendment, waiver or
modification of) any of the material terms, agreements,  covenants or conditions
of or applicable to any Subordinated  Indebtedness  issued by such Group Company
if such  amendment,  waiver or  modification  would add or change  any  material
terms,  agreements,  covenants or conditions in any manner materially adverse to
any Group Company,  or shorten the final maturity or average life to maturity or
require any payment to be made sooner than originally  scheduled or increase the
interest rate applicable thereto or change any material subordination  provision
thereof in a manner that would be  materially  adverse to the  interests  of the
Lenders under the Loan Documents.

                  (b)  PROHIBITION  AGAINST  CERTAIN  PAYMENTS OF PRINCIPAL  AND
INTEREST  OF  OTHER  INDEBTEDNESS.  Upon  the  occurrence  of,  and  during  the
continuation  of,  an Event of  Default,  none of the Group  Companies  will (i)
directly or indirectly,  redeem, purchase,  prepay, retire, defease or otherwise
acquire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Subordinated Indebtedness,  or set aside any funds for
such  purpose,  whether such  redemption,  purchase,  prepayment,  retirement or
acquisition  is made at the  option of the maker or at the  option of the holder
thereof,  and  whether  or  not  any  such  redemption,   purchase,  prepayment,
retirement or acquisition is required under the terms and conditions  applicable
to such Indebtedness or (ii) release, cancel,  compromise or forgive in whole or
in part any Indebtedness evidenced by any Intercompany Note.

                  SECTION 7.09 TRANSACTIONS  WITH AFFILIATES.  None of the Group
Companies  will engage in any  transaction  or series of  transactions  with any
Affiliate, other than:

                                    (i) transactions permitted by SECTION 7.05;

                                     -114-
<PAGE>

                                    (ii)  transactions  expressly  permitted  by
                  SECTION  7.01,  SECTION 7.04,  SECTION  7.05,  SECTION 7.06 or
                  SECTION 7.07;

                                    (iii) normal  compensation,  indemnities and
                  reimbursement   of   reasonable   expenses  of  officers   and
                  directors,  including  stock  incentive  and option  plans and
                  agreements relating thereto;

                                    (iv)  other   transactions   with  officers,
                  directors,  the Sponsor and its Affiliates in existence on the
                  Closing Date to the extent disclosed in SCHEDULE 7.09;

                                    (v) any  transaction  entered into among the
                  Company and its  Domestic  Subsidiaries  which are not Project
                  Subsidiaries or among such Domestic Subsidiaries which are not
                  Project Subsidiaries;

                                    (vi) transactions entered into among Project
                  Subsidiaries;

                                    (vii)   transactions   entered   into  among
                  Foreign Subsidiaries;

                                    (viii) a centralized cash management  system
                  among  Group  Companies  in the  ordinary  course of  business
                  consistent with past practice if the transactions and flows of
                  funds related to the use of the  centralized  cash  management
                  system  between  and among the  Company  and its  Subsidiaries
                  (Project   Subsidiaries  or  Non-Project   Subsidiaries)   are
                  recorded and  identifiable on a net cash basis with offsetting
                  entries  on the  applicable  Company or  Subsidiary  books and
                  records; and

                                    (ix) other transactions which are engaged in
                  by the  Company  or any of its  Subsidiaries  in the  ordinary
                  course of its business on terms and conditions as favorable to
                  such  Person  as would  be  obtainable  by it in a  comparable
                  arms'-length transaction with an independent,  unrelated third
                  party.

                  SECTION 7.10 FISCAL YEAR;  ORGANIZATIONAL AND OTHER DOCUMENTS.
None of the Group  Companies  will (i) change its fiscal year or (ii) enter into
any  amendment,  modification  or  waiver  to its  articles  or  certificate  of
incorporation,  bylaws (or analogous organizational  documents) or any agreement
entered  into by it with  respect  to its Equity  Interests,  in each case as in
effect on the  Closing  Date  except  for  changes  that do not  materially  and
adversely  affect the rights and  privileges  of the  Lenders.  The Company will
cause the Group  Companies  to  promptly  provide  the Agent with  copies of all
amendments to the foregoing  documents  and  instruments  as in effect as of the
Closing Date.

                  SECTION  7.11  RESTRICTIONS  WITH  RESPECT  TO  INTERCORPORATE
TRANSFERS.  None of the Group Companies will create or otherwise cause or permit
to exist any encumbrance or restriction  which prohibits or otherwise  restricts
(i) the ability of any such  Subsidiary to (A) make  Restricted  Payments or pay
any Indebtedness  owed to the Company or any Subsidiary of the Company,  (B) pay
Indebtedness  or other  obligations  owed to any Loan  Party,  (C) make loans or
advances to the Company or any  Subsidiary  of the Company,  (D) transfer any of
its  properties or assets to the Company or any Subsidiary of the Company or (E)
act as a  Subsidiary  Guarantor  and  pledge  its  assets  pursuant  to the Loan
Documents or any  renewals,  refinancings,  exchanges,  refundings or extensions
thereof or (ii) the ability of the Company or any  Subsidiary  of the Company to
create,  incur,  assume or permit to exist any Lien upon its  property or assets
whether  now owned or  hereafter  acquired  to secure the  Finance  Obligations,
except in each case for prohibitions or restrictions existing under or by reason
of:
                                     -114-
<PAGE>

                                    (i)  this   Agreement  and  the  other  Loan
                  Documents;

                                    (ii) applicable Law;

                                    (iii)  restrictions in effect on the date of
                  this  Agreement  contained  in the  agreements  governing  the
                  Existing   Indebtedness   and  in  any  agreements   governing
                  Permitted Refinancing thereof if such restrictions are no more
                  restrictive  than those contained in the agreements  governing
                  the Indebtedness being renewed, extended or refinanced;

                                    (iv)  customary  non-assignment   provisions
                  with respect to leases or licensing agreements entered into by
                  the Company or any of its  Subsidiaries,  in each case entered
                  into in the ordinary course of business;

                                    (v)  any  restriction  or  encumbrance  with
                  respect to any asset of the Company or any of its Subsidiaries
                  or  a  Subsidiary  of  the  Company  imposed  pursuant  to  an
                  agreement  which  has  been  entered  into  for  the  sale  or
                  disposition of such assets or all or substantially  all of the
                  capital  stock or assets of such  Subsidiary,  so long as such
                  sale or disposition is permitted under this Agreement;

                                    (vi)  customary  provisions in joint venture
                  agreements  and other similar  agreements  entered into in the
                  ordinary course of business in connection with Permitted Joint
                  Ventures;

                                    (vii) restrictions  applicable solely to one
                  or more Project Subsidiaries contained in agreements governing
                  Project Non-Recourse Debt; and

                                    (viii) Liens  permitted  under  SECTION 7.02
                  and any  documents or  instruments  governing the terms of any
                  Indebtedness or other  obligations  secured by any such Liens;
                  PROVIDED that such prohibitions or restrictions  apply only to
                  the assets subject to such Liens.

                  SECTION 7.12  LIMITATIONS ON CERTAIN  ACTIVITIES.  The Company
will not, nor will it permit any  Subsidiary  to, engage in any line of business
other than the lines of business  conducted by the Company and its  Subsidiaries
on the date hereof and any business reasonably related,  incidental or ancillary
thereto.

                  SECTION  7.13  SALE AND  LEASEBACK  TRANSACTIONS.  None of the
Group Companies will directly or indirectly become or remain liable as lessee or
as guarantor  or other  surety with  respect to any lease  (whether an Operating
Lease or a Capital  Lease) of any property  (whether  real,  personal or mixed),
whether now owned or hereafter acquired,  except pursuant to an Interim Purchase
Transaction,  (i) which such Group Company has sold or transferred or is to sell
or transfer to any other Person which is not a Group  Company or (ii) which such
Group  Company  intends to use for  substantially  the same purpose as any other
property  which  has been  sold or is to be sold or  transferred  by such  Group
Company to another  Person which is not a Group Company in connection  with such
lease;  PROVIDED,  HOWEVER,  that  the  Group  Companies  may  enter  into  such
transactions with respect to personal property,  in an aggregate amount of up to
$5,000,000 in sales  proceeds  during the term of this  Agreement,  if (i) after
giving effect on a Pro-Forma Basis to any such  transaction the Company shall be
in compliance  with all other  provisions of this Agreement,  including  SECTION
7.01 and SECTION 7.02, (ii) the gross cash proceeds of any such  transaction are
at least equal to the fair market value of such  property (as  determined by the
Board of  Directors,  whose  determination  shall be  conclusive if made in good
faith) and (iii) the Net Cash Proceeds are forwarded to the Administrative Agent
as set forth in SECTION 2.09(B)(II) to the extent required therein.

                  SECTION 7.14 ADDITIONAL  NEGATIVE  PLEDGES.  None of the Group
Companies will enter into, assume or become subject to any agreement prohibiting
or  otherwise  restricting  the  creation  or  assumption  of any Lien  upon its
properties or assets,  whether now owned or hereafter acquired, or requiring the
grant of any  security  for an  obligation  if  security is given for some other
obligation,  except (i) pursuant to this Agreement and the other Loan Documents,
(ii) pursuant to any document or instrument  governing Capital Lease Obligations
or Purchase Money  Indebtedness  incurred  pursuant to SECTION  7.01(III) if any
such restriction  contained therein relates only to the asset or assets acquired
in connection  therewith,  (iii)  pursuant to any document or instrument  solely
applicable to a Project  Subsidiary  governing Project  Non-Recourse  Debt, (iv)
pursuant to an  agreement  which has been  entered into by the Company or any of
its  Subsidiaries  for the sale or  disposition  of any assets of the Company or
such  Subsidiary  or of  any  Subsidiary  of the  Company  if  such  restriction
contained  therein  relates  only to the  Subsidiary  or its assets which is the
subject of the sale  provided  for therein,  (v) pursuant to a joint  venture or
other  similar  agreement  entered  into in the  ordinary  course of business in
connection  with  Permitted  Joint  Ventures  so  long as any  such  restriction
contained  therein relates only to the assets of, or the interest of the Company
and its Subsidiaries in, such Permitted Joint Venture, (vi) customary provisions
restricting  the  assignment  of  rights  under  contracts  entered  into in the
ordinary  course of business,  consistent  with past  practice and  pertinent to
excluded contracts and excluded equipment,  (vii) customary restrictions on cash
or other deposits or net worth imposed by customers or contracts entered into in
the ordinary course and (viii) any restrictions  governing Existing Indebtedness
and Permitted Refinancings.


                                     -115-
<PAGE>

SECTION 7.15 IMPAIRMENT OF SECURITY INTERESTS.  None of the Group Companies will
(i)  intentionally  take or omit to take any  requested  action  which action or
omission might or would materially impair the security interests in favor of the
Collateral  Agent  with  respect to the  Collateral  or (ii) grant to any Person
(other than the  Collateral  Agent  pursuant to the  Collateral  Documents)  any
interest whatsoever in the Collateral, except for Permitted Liens.

                  SECTION 7.16  FINANCIAL  COVENANTS.  (a) LEVERAGE  RATIO.  The
Leverage  Ratio on the last day of each fiscal  quarter  ended during any period
set forth below will not be greater than the ratio set forth below opposite such
fiscal quarter:

  =======================================================================
              FISCAL QUARTER ENDED              RATIO
  -----------------------------------------------------------------------

  6/30/05 through 12/31/06                   4.50 to 1.0
  -----------------------------------------------------------------------

  3/31/07 through 9/30/07                    4.25 to 1.0
  -----------------------------------------------------------------------

  12/31/07 and thereafter                    4.00 to 1.0
  =======================================================================

                  (b) INTEREST  COVERAGE RATIO.  The Interest  Coverage Ratio on
the last day of each fiscal  quarter,  commencing with the fiscal quarter ending
June 30, 2005, in each case for the period of four  consecutive  fiscal quarters
of the Company then ending and taken as a single accounting period,  will not be
less than 3.50 to 1.0.

                  (c) FIXED CHARGE  COVERAGE  RATIO.  The Fixed Charge  Coverage
Ratio on the last day of each fiscal  quarter ending during any period set forth
below,  in each case for the period of four  consecutive  fiscal quarters of the
Company then ending and taken as a single  accounting  period,  will not be less
than the ratio set forth below opposite such fiscal quarter:

 ========================================================================
             FISCAL QUARTER ENDED               RATIO
 ------------------------------------------------------------------------

 6/30/05 through 12/31/06                    1.65 to 1.0
 ------------------------------------------------------------------------

 3/31/07 and thereafter                      2.00 to 1.0
 ========================================================================

                  SECTION 7.17 NO OTHER  "DESIGNATED  SENIOR DEBT".  The Company
will  not,  nor will it permit  any  Subsidiary  to,  designate,  or permit  the
designation of, any Indebtedness  (other than under this Agreement and the other
Finance Documents) as "Designated Senior Indebtedness" or any other similar term
for the purpose of the  definition of the same or the  subordination  provisions
contained  in any  indenture  or  other  agreement  governing  any  Subordinated
Indebtedness permitted under SECTION 7.01.


                                     -116-
<PAGE>

                                  ARTICLE VIII
                                    DEFAULTS

SECTION  8.01  EVENTS OF  DEFAULT.  An Event of  Default  shall  exist  upon the
occurrence  of any of the  following  specified  events or  conditions  (each an
"EVENT OF DEFAULT"):

                  (a) PAYMENT. Any Loan Party shall:

                                    (i) default in the payment when due (whether
                  by  scheduled  maturity,  acceleration  or  otherwise)  of any
                  principal of any of the Loans or of any L/C Disbursement; or

                                    (ii)   default,   and  such  default   shall
                  continue for five or more  Business  Days, in the payment when
                  due of any  interest  on the  Loans,  or of any  fees or other
                  amounts owing hereunder, under any of the other Loan Documents
                  or in connection herewith.

                  (b)  REPRESENTATIONS.  Any  representation or warranty made or
deemed  to be  made  by any  Loan  Party  herein,  or in any of the  other  Loan
Documents,  or in any  statement  or  certificate  delivered  or  required to be
delivered  pursuant hereto or thereto shall prove untrue in any material respect
on the date as of which it was made or deemed to have been made.

                  (c) COVENANTS. Any Loan Party shall:

                                    (i)  default  in  the  due   performance  or
                  observance  of any term,  covenant or  agreement  contained in
                  SECTIONS 6.10, 6.11, 6.12, 6.13, or ARTICLE VII;

                                    (ii)  default  in  the  due  performance  or
                  observance by it of any term,  covenant or agreement contained
                  in ARTICLE VI (other than those  referred to in SUBSECTION (A)
                  or  (C)(I)  of this  SECTION  8.01)  and  such  default  shall
                  continue  unremedied for a period of twenty (20) Business Days
                  after the  earlier  of a  Responsible  Officer of a Loan Party
                  becoming  aware of such default or notice thereof given by the
                  Administrative Agent; or

                                    (iii)  default  in the  due  performance  or
                  observance  by it of any term,  covenant or  agreement  (other
                  than those  referred to in SUBSECTION (A) or (C)(I) or (II) of
                  this  SECTION  8.01)  contained  in this  Agreement  and  such
                  default  shall  continue  unremedied  for a period  of 30 days
                  after the  earlier  of an  executive  officer  of a Loan Party
                  becoming  aware of such default or notice thereof given by the
                  Administrative Agent.


                                     -117-
<PAGE>

                  (d) OTHER LOAN DOCUMENTS.  (i) Any Loan Party shall default in
the due  performance or observance of any term,  covenant or agreement in any of
the other Loan  Documents the  consequence  of which is to adversely  affect the
ability of the Loan Parties to perform their material obligations under the Loan
Documents  taken as a whole and such default  shall  continue  unremedied  for a
period of 30 days  after the  earlier  of an  executive  officer of a Loan Party
becoming  aware of such default or notice  thereof  given by the  Administrative
Agent,  (ii) except pursuant to the terms thereof,  any Loan Document shall fail
in any  material  respect to be in full force and effect or any Loan Party shall
so assert or (iii) except pursuant to the terms thereof, any Loan Document shall
fail in any material  respect to give the  Administrative  Agent, the Collateral
Agent  and/or the Lenders the  security  interests,  liens,  rights,  powers and
privileges purported to be created thereby.

                  (e) CROSS-DEFAULT.

                                    (i) any Group  Company  other than a Project
                  Subsidiary  (A) fails to make  payment  when due  (whether  by
                  scheduled maturity, required prepayment,  acceleration, demand
                  or  otherwise),  regardless  of  amount,  in  respect  of  any
                  Indebtedness or Guaranty  Obligation (other than in respect of
                  (x)  Indebtedness  outstanding  under the Loan Documents,  (y)
                  Swap Agreements and (z) Project  Non-Recourse  Debt) having an
                  aggregate  principal amount  (including  undrawn  committed or
                  available amounts and including amounts owing to all creditors
                  under any combined or syndicated  credit  arrangement) of more
                  than the Threshold Amount, (B) fails to perform or observe any
                  other condition or covenant, or any other event shall occur or
                  condition  shall  exist,  under any  agreement  or  instrument
                  relating to any such Indebtedness or Guaranty  Obligation,  in
                  the case of each of CLAUSES  (A) and (B) if the effect of such
                  failure, event or condition is to cause, or to permit, with or
                  without the giving of notice or lapse of all applicable  grace
                  periods  or both,  the holder or  holders  or  beneficiary  or
                  beneficiaries of such Indebtedness or Guaranty  Obligation (or
                  a  trustee  or agent on behalf of such  holder or  holders  or
                  beneficiary or  beneficiaries)  to cause, such Indebtedness to
                  be  declared  to be  due  and  payable  prior  to  its  stated
                  maturity,  or such Guaranty  Obligation to become payable,  or
                  cash collateral in respect thereof to be demanded or (C) shall
                  be  required  by the terms of such  Indebtedness  or  Guaranty
                  Obligation to offer to prepay or repurchase such  Indebtedness
                  or  the  primary   Indebtedness   underlying   such   Guaranty
                  Obligation  (or  any  portion  thereof)  prior  to the  stated
                  maturity thereof;

                                    (ii) any Group  Company other than a Project
                  Subsidiary  fails to pay,  within 30 days  after the date such
                  obligation  arises,  any  reimbursement,   indemnification  or
                  similar  obligation  in  an  aggregate  amount  exceeding  the
                  Threshold Amount relating to any performance or surety bond or
                  completion  guarantee  as to which the  issuing  or  providing
                  party or parties  have made  payment  under the  documentation
                  relating thereto (except only to the extent that the existence
                  of any such default is being  contested by such Group  Company
                  in good faith and by appropriate  proceedings  and appropriate
                  reserves have been made in respect of such default); or

                                    (iii) there occurs under any Swap  Agreement
                  or Swap  Obligation an Early  Termination  Date (as defined in
                  such Swap  Agreement)  resulting from (A) any event of default
                  under such Swap Agreement as to which any Group Company is the
                  Defaulting  Party (as defined in such Swap  Agreement)  or (B)
                  any  Termination  Event (as so  defined) as to which any Group
                  Company is an Affected  Party (as so defined),  and, in either
                  event, the Swap Termination Value owed by a Group Company as a
                  result  thereof is greater than the Threshold  Amount and such
                  Group  Company  fails to pay when due after  applicable  grace
                  periods.

                  (f)  INSOLVENCY  EVENTS.  (i) Any Group  Company  other than a
Project  Subsidiary shall commence a voluntary case or other proceeding  seeking
liquidation,  reorganization or other relief with respect to itself or its debts
under  any  Debtor  Relief  Law  now or  hereafter  in  effect  or  seeking  the
appointment  of a trustee,  receiver,  liquidator,  custodian  or other  similar
official of it or any substantial part of its property,  or shall consent to any
such relief or to the  appointment of or taking  possession by any such official
in an involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors,  or shall fail generally to pay
its debts as they become due, or shall take any  corporate  action to  authorize
any of the foregoing or (ii) an involuntary  case or other  proceeding  shall be
commenced  against any Group  Company  other than a Project  Subsidiary  seeking
liquidation,  reorganization  or other  relief  with  respect to it or its debts
under  any  Debtor  Relief  Law  now or  hereafter  in  effect  or  seeking  the
appointment  of a trustee,  receiver,  liquidator,  custodian  or other  similar
official of it or any  substantial  part of its property,  and such  involuntary
case or other proceeding  shall remain  undismissed and unstayed for a period of
60 days,  or any order for relief  shall be entered  against  any Group  Company
other than a Project  Subsidiary  under the  federal  bankruptcy  laws as now or
hereafter in effect.


                                     -118-
<PAGE>

                  (g)  JUDGMENTS.  One or more  judgments,  orders,  decrees  or
arbitration  awards is  entered  against  any  Group  Company  involving  in the
aggregate a  liability  (to the extent not  covered by  independent  third-party
insurance  or an  indemnity  from a  credit-worthy  third  party as to which the
insurer or indemnitor,  as  applicable,  does not dispute  coverage),  as to any
single or related series of transactions,  incidents or conditions, in excess of
the Threshold  Amount,  and the same shall not have been discharged,  vacated or
stayed pending appeal within 30 days after the entry thereof.

                  (h) ERISA.  (i) An ERISA Event  occurs  which has  resulted or
could  reasonably be expected to result in liability of any Group Company or any
ERISA Affiliate in an aggregate amount in excess of the Threshold  Amount,  (ii)
there  shall  exist an amount of Unfunded  Liabilities,  individually  or in the
aggregate,  for all Plans and Foreign  Pension Plans  (excluding for purposes of
such  computation  any Plans and  Foreign  Pension  Plans with  respect to which
assets  exceed  benefit  liabilities),  in an aggregate  amount in excess of the
Threshold  Amount,  (iii)  any  Foreign  Pension  Plan  is  not  in  substantial
compliance  with  all  applicable  pension  benefits  and  tax  laws,  (iv)  any
contribution  required to be made in accordance  with any  applicable law or the
terms of any Foreign  Pension Plan has not been made; (v) any event has occurred
or condition  exists with respect to any Foreign  Pension Plan that has resulted
or could  result in any  Foreign  Pension  Plan being  ordered or required to be
wound up in whole or in part  pursuant  to any  applicable  laws or  having  any
applicable  registration  revoked or refused for the purposes of any  applicable
pension  benefits or tax laws or being  placed under the  administration  of the
relevant  pension  benefits  regulatory  authority or being  required to pay any
taxes or penalties under applicable pension benefits and tax laws; (vi) an order
has been  made or notice  has been  given  pursuant  to any  applicable  pension
benefits  and tax laws in respect of any  Foreign  Pension  Plan  requiring  any
person to take or refrain  from  taking  any  action in respect  thereof or that
there has been a contravention  of any such applicable  laws; (vii) an event has
occurred or a condition  exists that has  resulted or could  result in any Group
Company  being   required  to  pay,  repay  or  refund  any  amount  other  than
contributions  required  to be  made  or  expenses  required  to be  paid in the
ordinary  course) to or on account of any Foreign  Pension  Plan or a current or
former  member  thereof;  or (viii) an event has occurred or a condition  exists
that has  resulted  or could  result in a payment  being made out of a guarantee
fund  established  under the  applicable  pension  benefits laws in respect of a
Foreign Pension Plan; and which,  with respect to all the events and obligations
described in the preceding CLAUSES (III) through (VIII) of this SECTION 8.01(H),
would reasonably be expected to have a Material Adverse Effect.

                  (i) GUARANTIES.  Any Guaranty given by any Loan Parties or any
provision  thereof shall,  except pursuant to the terms thereof,  cease to be in
full force and effect, or any Guarantor thereunder or any Person acting by or on
behalf of such guarantor  shall deny or disaffirm such  Guarantor's  obligations
under such Guaranty.

                  (j) IMPAIRMENT OF COLLATERAL.  Any security interest purported
to be created by any Collateral Document shall cease to be, or shall be asserted
by any Group  Company not to be, a valid,  perfected,  Lien (except as otherwise
expressly  provided in such Collateral  Document) in the  securities,  assets or
properties  covered  thereby,  other than in  respect  of assets and  properties
which,  individually  and  in the  aggregate,  are  not  material  to the  Group
Companies  taken as a whole or in respect of which the  failure of the  security
interests in respect  thereof to be valid,  perfected  first  priority  security
interests  will not in the reasonable  judgment of the  Collateral  Agent have a
Material Adverse Effect on the rights and benefits of the Lenders under the Loan
Documents taken as a whole.

                                     -119-
<PAGE>

                  (k) OWNERSHIP. A Change of Control shall occur.

                  SECTION 8.02  ACCELERATION;  REMEDIES.  Upon the occurrence of
and during the  continuation of an Event of Default,  and at any time thereafter
unless and until such Event of Default  has been cured by the  Company or waived
in writing by the Required  Lenders (or the Lenders as may be required  pursuant
to  SECTION  10.01),  the  Administrative  Agent (or the  Collateral  Agent,  as
applicable)  shall, upon the request and direction of the Required  Lenders,  by
written  notice  to the  Company,  take  any of the  following  actions  without
prejudice  to the  rights of the  Agents or any  Lender to  enforce  its  claims
against the Loan Parties except as otherwise specifically provided for herein:

                  (a)  TERMINATION  OF  COMMITMENTS.   Declare  the  Commitments
terminated whereupon the Commitments shall be immediately terminated.

                  (b) ACCELERATION OF LOANS. Declare the unpaid principal of and
any accrued  interest  in respect of all Loans,  any  reimbursement  obligations
arising from drawings under Letters of Credit and any and all other indebtedness
or  obligations  of any and every kind  (other than  contingent  indemnification
obligations)  owing by a Loan Party to any of the  Lenders  hereunder  to be due
whereupon the same shall be  immediately  due and payable  without  presentment,
demand,  protest or other notice of any kind,  all of which are hereby waived by
the Loan Parties.

                  (c)  CASH  COLLATERAL.  Direct  the  Company  to pay  (and the
Company  agrees that upon receipt of such notice,  or upon the  occurrence of an
Event  of  Default  under  SECTION  8.01(F),  it  will  immediately  pay) to the
Collateral Agent  additional  cash, to be held by the Collateral  Agent, for the
benefit of the Lenders,  in a cash collateral account as additional security for
the L/C Obligations in respect of subsequent drawings under all then outstanding
Letters of Credit in an amount  equal to 102% of the  maximum  aggregate  amount
which may be drawn under all Letters of Credits then outstanding.

                  (d)  ENFORCEMENT  OF  RIGHTS.  Enforce  any and all rights and
interests  created and existing  under the Loan  Documents,  including,  without
limitation, all rights and remedies existing under the Collateral Documents, all
rights and remedies against a Guarantor and all rights of set-off.

                  (e) ENFORCEMENT  RIGHTS VESTED SOLELY IN ADMINISTRATIVE  AGENT
AND COLLATERAL AGENT. The Lenders agree that this Agreement may be enforced only
by the action of the Administrative  Agent,  acting upon the instructions of the
Required Lenders, and, with respect to the Collateral, the Collateral Agent, and
that no other Finance Party shall have any right individually to seek to enforce
any Loan Document or to realize upon the security to be granted hereby.


                  Notwithstanding   the  foregoing,   if  an  Event  of  Default
specified  in  SECTION  8.01(F)  shall  occur,   then  the   Commitments   shall
automatically terminate, all Loans, all reimbursement  obligations under Letters
of Credit,  all accrued  interest in respect  thereof and all accrued and unpaid
fees and other  indebtedness or obligations  owing to the Lenders  hereunder and
under the other Loan Documents shall immediately  become due and payable and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid
shall  automatically  become  effective,  in each case without the giving of any
notice or other action by the Administrative Agent or the Lenders,  which notice
or other action is expressly waived by the Loan Parties.

                  SECTION 8.03 ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

                  (a) PRIORITY OF DISTRIBUTIONS.  The Company hereby irrevocably
waives the right to direct the application of any and all payments in respect of
its Finance  Obligations and any proceeds of Collateral after the occurrence and
during the  continuance of an Event of Default and agrees that,  notwithstanding
the provisions of SECTIONS 2.09(B) and 2.14, after the occurrence and during the
continuance  of an Event of Default,  all amounts  collected  or received by the
Administrative  Agent,  the Collateral  Agent or any Finance Party on account of
amounts  then due and  outstanding  under any of the Loan  Documents or any Swap
Agreement  or in respect of the  Collateral  shall be paid over or  delivered in
respect of its Finance Obligations as follows:


                                     -120-
<PAGE>

                           FIRST,  to pay interest on and then  principal of any
         portion of the Loans that the Administrative Agent may have advanced on
         behalf of any  Lender for which the  Administrative  Agent has not then
         been reimbursed by such Lender or the Company;


                           SECOND,  to pay  interest on and  then  principal  of
         any Swing Line Loan;


                           THIRD, to the payment of all reasonable out-of-pocket
         costs  and  expenses  (including  reasonable  attorneys'  fees)  of the
         Administrative  Agent  or  the  Collateral  Agent  in  connection  with
         enforcing  the  rights  of  the  Finance   Parties  under  the  Finance
         Documents, including all expenses of sale or other realization of or in
         respect of the  Collateral,  including  reasonable  compensation to the
         agents  and  counsel  for  the  Collateral  Agent,  and  all  expenses,
         liabilities  and advances  incurred or made by the Collateral  Agent in
         connection therewith, and any other obligations owing to the Collateral
         Agent in respect of sums advanced by the  Collateral  Agent to preserve
         the Collateral or to preserve its security interest in the Collateral;


                           FOURTH,    to   the   payment   of   all   reasonable
         out-of-pocket costs and expenses (including reasonable attorneys' fees)
         of (i) each of the Lenders (including any L/C Issuer in its capacity as
         such) in connection  with enforcing its rights under the Loan Documents
         or otherwise  with respect to the Senior  Credit  Obligations  owing to
         such Lender and (ii) each Swap  Creditor in connection  with  enforcing
         any of its rights under the Swap  Agreements or otherwise  with respect
         to the Swap Obligations owing to such Swap Creditor;


                           FIFTH,  to the  payment of all of the  Senior  Credit
         Obligations consisting of accrued fees and interest;


                           SIXTH,  except as set forth in CLAUSES  FIRST through
         FIFTH  above,  to  the  payment  of  the   outstanding   Senior  Credit
         Obligations and Swap Obligations owing to any Finance Party,  Pro-Rata,
         as set forth  below,  with (i) an  amount  equal to the  Senior  Credit
         Obligations  being paid to the Collateral  Agent (in the case of Senior
         Credit   Obligations   owing  to  the  Collateral   Agent)  or  to  the
         Administrative   Agent  (in  the  case  of  all  other  Senior   Credit
         Obligations)  for the  account of the  Lenders  or any Agent,  with the
         Collateral  Agent, each Lender and the Agents receiving an amount equal
         to its outstanding Senior Credit  Obligations,  or, if the proceeds are
         insufficient to pay in full all Senior Credit Obligations, its Pro-Rata
         Share of the amount  remaining  to be  distributed,  and (ii) an amount
         equal to the Swap Obligations  being paid to the trustee,  paying agent
         or other similar  representative (each a "REPRESENTATIVE") for the Swap
         Creditors,  with each Swap  Creditor  receiving  an amount equal to the
         outstanding  Swap Obligations owed to it by the Loan Parties or, if the
         proceeds are insufficient to pay in full all such Swap Obligations, its
         Pro-Rata Share of the amount remaining to be distributed;


                           SEVENTH,  to the payment of the  surplus,  if any, to
         whomever may be lawfully entitled to receive such surplus.

                                     -121-
<PAGE>


                  In carrying out the foregoing,  (i) amounts  received shall be
applied in the numerical  order provided until exhausted prior to application to
the next succeeding category;  (ii) each of the Finance Parties shall receive an
amount equal to its Pro-Rata Share of amounts  available to be applied  pursuant
to CLAUSES "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any
amounts  available  for  distribution  pursuant  to  CLAUSE  "SIXTH"  above  are
attributable to the issued but undrawn amount of outstanding  Letters of Credit,
such amounts shall be held by the Collateral Agent in a cash collateral  account
and applied  (x) first,  to  reimburse  the L/C Issuer from time to time for any
drawings under such Letters of Credit and (y) then,  following the expiration of
all  Letters of  Credit,  to all other  obligations  of the types  described  in
CLAUSES "SIXTH" above in the manner provided in this SECTION 8.03.

                  (b) PRO-RATA  TREATMENT.  For  purposes of this SECTION  8.03,
"PRO-RATA  SHARE"  means,  when  calculating  a Finance  Party's  portion of any
distribution  or amount,  that amount  (expressed  as a  percentage)  equal to a
fraction  the  numerator  of which is the then  unpaid  amount  of such  Finance
Party's Senior Credit  Obligations or Swap Obligations,  as the case may be, and
the  denominator  of which is the then  outstanding  amount of all Senior Credit
Obligations  or Swap  Obligations,  as the case  may be.  When  payments  to the
Finance Parties are based upon their  respective  Pro-Rata  Shares,  the amounts
received by such Finance  Parties  hereunder  shall be applied (for  purposes of
making  determinations  under this SECTION 8.03 only) (i) first, to their Senior
Credit Obligations and (ii) second, to their Swap Obligations. If any payment to
any Finance  Party of its  Pro-Rata  Share of any  distribution  would result in
overpayment  to  such  Finance  Party,  such  excess  amount  shall  instead  be
distributed  in  respect  of  the  unpaid  Senior  Credit  Obligations  or  Swap
Obligations, as the case may be, of the other Finance Parties, with each Finance
Party whose Senior Credit  Obligations or Swap Obligations,  as the case may be,
have not been paid in full to  receive  an amount  equal to such  excess  amount
multiplied  by a fraction  the  numerator of which is the unpaid  Senior  Credit
Obligations,  Swap Obligations or Secondary Obligations,  as the case may be, of
such Finance  Party and the  denominator  of which is the unpaid  Senior  Credit
Obligations  or Swap  Obligations,  as the case may be, of all  Finance  Parties
entitled to such distribution.

                  (c) DISTRIBUTIONS  WITH RESPECT TO LETTERS OF CREDIT.  Each of
the Finance Parties agrees and acknowledges that if (after all outstanding Loans
and  Reimbursement  Obligations with respect to Letters of Credit have been paid
in full) the Lenders are to receive a distribution on account of undrawn amounts
with  respect to Letters of Credit  issued (or deemed  issued)  under the Credit
Agreement, such amounts shall be deposited in the L/C Cash Collateral Account as
cash  security  for the  repayment  of Senior  Credit  Obligations  owing to the
Lenders as such. Upon termination of all outstanding  Letters of Credit,  all of
such cash security shall be applied to the remaining  Senior Credit  Obligations
of the  Lenders.  If there  remains any excess cash  security,  such excess cash
shall be withdrawn by the Collateral Agent from the L/C Cash Collateral  Account
and distributed in accordance with SECTION 8.03(A) hereof.

                  (d) DISTRIBUTIONS OF FUNDS ON DEPOSIT IN A PREPAYMENT ACCOUNT.
Notwithstanding  the  foregoing  provisions  of this  SECTION  8.03,  amounts on
deposit in a Prepayment Account for any Class of Loans shall be applied upon the
occurrence  of any Event of  Default,  first,  to pay Loans of such  Class  and,
second,  after all the Loans of such Class have been paid in full,  to the other
Senior Credit Obligations in the manner provided in this SECTION 8.03.

                  (e)  RELIANCE BY  COLLATERAL  AGENT.  For purposes of applying
payments  received in accordance  with this SECTION 8.03, the  Collateral  Agent
shall be  entitled  to rely upon (i) the  Administrative  Agent under the Credit
Agreement  and (ii) the  Representative,  if any, for the Swap  Creditors  for a
determination (which the Administrative  Agent, each Representative for any Swap
Creditor and the Finance  Parties agree (or shall agree) to provide upon request
of the Collateral Agent) of the outstanding  Senior Credit  Obligations and Swap
Obligations owed to the Agents,  the Lenders or the Swap Creditors,  as the case
may be. Unless it has actual knowledge  (including by way of written notice from
a Swap Creditor or any Representatives  thereof) to the contrary, the Collateral
Agent, in acting hereunder,  shall be entitled to assume that no Swap Agreements
are in existence.


                                     -122-
<PAGE>

                                   ARTICLE IX
                                AGENCY PROVISIONS

                  SECTION 9.01  APPOINTMENT  AND AUTHORITY.  Each of the Lenders
and each L/C Issuer  hereby  irrevocably  appoints Bank of America to act on its
behalf as the Administrative  Agent hereunder and under the other Loan Documents
and authorizes the  Administrative  Agent to take such actions on its behalf and
to exercise  such powers as are  delegated  to the  Administrative  Agent by the
terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of
the  Administrative  Agent,  the  Lenders and the L/C  Issuers,  and neither the
Company nor any other Loan Party shall have rights as a third party  beneficiary
of any of such provisions.  SECTION 9.02 RIGHTS AS A LENDER.  The Person serving
as the  Administrative  Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though
it were not the  Administrative  Agent and the term "LENDER" or "LENDERS" shall,
unless otherwise  expressly  indicated or unless the context otherwise requires,
include  the  Person  serving  as  the  Administrative  Agent  hereunder  in its
individual  capacity.  Such Person and its Affiliates may accept  deposits from,
lend money to, act as the financial  advisor or in any other  advisory  capacity
for and  generally  engage  in any  kind of  business  with the  Company  or any
Subsidiary  or  other  Affiliate   thereof  as  if  such  Person  were  not  the
Administrative  Agent hereunder and without any duty to account therefore to the
Lenders.

                  SECTION 9.03 EXCULPATORY PROVISIONS.  The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein
and  in the  other  Loan  Documents.  Without  limiting  the  generality  of the
foregoing, the Administrative Agent:

                                    (i) shall not be subject to any fiduciary or
                  other  implied  duties,  regardless  of whether a Default  has
                  occurred and is continuing;

                                    (ii)  shall  not  have  any duty to take any
                  discretionary  action or exercise  any  discretionary  powers,
                  except discretionary rights and powers expressly  contemplated
                  hereby or by the other Loan Documents that the  Administrative
                  Agent is  required  to  exercise as directed in writing by the
                  Required  Lenders (or such other number of  percentage  of the
                  Lenders as shall be  expressly  provided  for herein or in the
                  other Loan Documents),  PROVIDED that the Administrative Agent
                  shall not be required to take any action that,  in its opinion
                  of  its  counsel,  may  expose  the  Administrative  Agent  to
                  liability  or  that  is  contrary  to  any  Loan  Document  or
                  applicable Law; and

                                    (iii)  shall not,  except as  expressly  set
                  forth herein and in the other Loan Documents, have any duty to
                  disclose, and shall not be liable for the failure to disclose,
                  any  information  relating  to  the  Company  or  any  of  its
                  Affiliates  that is  communicated to or obtained by the Person
                  serving as the  Administrative  Agent or any of its Affiliates
                  in any capacity.


                  The  Administrative  Agent  shall not be liable for any action
taken or not taken by it (i) with the consent or at the request of the  Required
Lenders  (or  such  other  number  or  percentage  of the  Lenders  as  shall be
necessary,  or as the Administrative  Agent shall believe in good faith shall be
necessary,  under the  circumstances  as provided in SECTIONS 10.01 and 8.02) or
(ii) in the  absence  of its own gross  negligence  or willful  misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Company, a Lender or a L/C Issuer.


                                     -123-
<PAGE>

                  The Administrative  Agent shall not be responsible for or have
any  duty  to  ascertain  or  inquire  into  (i)  any  statement,   warranty  or
representation  made in or in connection  with this  Agreement or any other Loan
Document,  (ii) the  contents  of any  certificate,  report  or  other  document
delivered hereunder or thereunder or in connection herewith or therewith,  (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity,  enforceability,  effectiveness  or genuineness of this Agreement,
any other Loan  Document or any other  agreement,  instrument or document or (v)
the  satisfaction of any condition set forth in ARTICLE IV or elsewhere  herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

                  SECTION   9.04   RELIANCE   BY   ADMINISTRATIVE   AGENT.   The
Administrative  Agent shall be  entitled  to rely upon,  and shall not incur any
liability  for  relying  upon,  any  notice,  request,   certificate,   consent,
statement,  instrument,  document or other  writing  (including  any  electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by  telephone  and  believed  by it to have been made by the proper
Person,  and shall not incur any liability for relying  thereon.  In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit,  that by its terms must be fulfilled to the  satisfaction
of a Lender or a L/C Issuer,  the  Administrative  Agent may  presume  that such
condition is satisfactory to such Lender or L/C Issuer unless the Administrative
Agent shall have received  notice to the contrary from such Lender or L/C Issuer
prior to the making of such Loan or the  issuance of such Letter of Credit.  The
Administrative  Agent may consult with legal counsel (who may be counsel for the
Company),  independent  accountants and other experts  selected by it, and shall
not be liable for any  action  taken or not taken by it in  accordance  with the
advice of any such counsel, accountants or experts.

                  SECTION 9.05 DELEGATION OF DUTIES.  The  Administrative  Agent
may  perform  any and all of its  duties  and  exercise  its  rights  and powers
hereunder  or under  any  other  Loan  Document  by or  through  any one or more
sub-agents  appointed by the Administrative  Agent. The Administrative Agent and
any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through  their  respective  Related  Parties.  The  exculpatory
provisions of this Article shall apply to any such  sub-agent and to the Related
Parties of the Administrative  Agent and any such sub-agent,  and shall apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  SECTION  9.06   RESIGNATION  OF   ADMINISTRATIVE   AGENT.  The
Administrative  Agent may at any time  give  notice  of its  resignation  to the
Lenders,  the L/C Issuers and the  Company.  Upon  receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Company,  to appoint a  successor,  which  shall be a bank with an office in the
United  States,  or an  Affiliate  of any such bank with an office in the United
States.  If no such  successor  shall  have been so  appointed  by the  Required
Lenders  and shall  have  accepted  such  appointment  within 30 days  after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a
successor  Administrative  Agent  meeting the  qualifications  set forth  above;
PROVIDED  that if the  Administrative  Agent  shall  notify the  Company and the
Lenders that no  qualifying  Person has  accepted  such  appointment,  then such
resignation  shall  nonetheless  become effective in accordance with such notice
and (i) the retiring  Administrative  Agent shall be discharged  from its duties
and obligations hereunder and under the other Loan Documents (except that in the
case of any collateral  security held by the  Administrative  Agent on behalf of
the Lenders or the L/C Issuers  under any of the Loan  Documents,  the  retiring
Administrative  Agent shall continue to hold such collateral security until such
time as a successor  Administrative  Agent is appointed)  and (ii) all payments,
communications  and  determinations  provided  to be made by, to or through  the
Administrative  Agent shall  instead be made by or to each Lender and L/C Issuer
directly,   until  such  time  as  the  Required  Lenders  appoint  a  successor
Administrative Agent as provided for above in this Section.  Upon the acceptance
of a successor's  appointment as Administrative Agent hereunder,  such successor
shall  succeed to and become vested with all of the rights,  powers,  privileges
and duties of the retiring (or retired)  Administrative  Agent, and the retiring
Administrative  Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as  provided  above in this  Section).  The fees  payable  by the  Company  to a
successor  Administrative  Agent  shall  be the  same as  those  payable  to its
predecessor  unless  otherwise  agreed  between the Company and such  successor.
After the retiring  Administrative  Agents' resignation  hereunder and under the
other Loan  Documents,  the  provisions  of this Article and SECTION 10.04 shall
continue in effect for the benefit of such retiring  Administrative  Agent,  its
sub-agents and their respective  Related Parties in respect of any actions taken
or omitted to be taken by any of them while the  retiring  Administrative  Agent
was acting as Administrative Agent.


                                     -124-
<PAGE>

                  Any  resignation  by Bank of America as  Administrative  Agent
pursuant to this Section shall also  constitute its resignation as an L/C Issuer
and as the Swing Lien Lender.  Upon the acceptance of a successor's  appointment
as  Administrative  Agent  hereunder,  (i) such  successor  shall succeed to and
become vested with all of the rights,  powers,  privileges and duties of Bank of
America as a retiring  L/C  Issuer  and as the Swing Line  Lender,  (ii) Bank of
America,  as a  retiring  L/C  Issuer  and as the Swing  Line  Lender,  shall be
discharged from all of its duties and  obligations in such capacities  hereunder
or under the other Loan  Documents  and (iii) a successor L/C Issuer shall issue
letters of credit in substitution  for the Letters of Credit,  if any, issued by
Bank  of  America  outstanding  at the  time of such  succession  or make  other
arrangements  satisfactory  to Bank of  America  as a  retiring  L/C  issuer  to
effectively  assume the obligations of Bank of America as issuer of such Letters
of Credit.

                  SECTION 9.07  NON-RELIANCE ON  ADMINISTRATIVE  AGENT AND OTHER
LENDERS. Each Lender and L/C Issuer acknowledges that it has,  independently and
without  reliance  upon the  Administrative  Agent or any other Lender or any of
their  Related  Parties and based on such  documents and  information  as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.   Each  Lender  and  L/C  Issuer  also  acknowledges  that  it  will,
independently  and without reliance upon the  Administrative  Agent or any other
Lender  or any of  their  Related  Parties  and  based  on  such  documents  and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan  Document  or any related  agreement  or any  document  furnished
hereunder or thereunder.

                  SECTION  9.08 NO OTHER  DUTIES,  ETC.  Anything  herein to the
contrary notwithstanding , none of the Agents or the Joint Lead Arrangers listed
on the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan  Documents,  except in its capacity,  as
applicable, as the Administrative Agent, a Lender or a L/C Issuer hereunder.

                  SECTION 9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In
case of the pendency of any receivership,  insolvency, liquidation,  bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether  the  principal  of any  Loan or L/C  Obligation  shall  then be due and
payable as herein  expressed or by declaration or otherwise and  irrespective of
whether  the  Administrative  Agent  shall have made any demand on the  Company)
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise:

                                    (i) to file and  prove a claim for the whole
                  amount of the  principal  and  interest  owing  and  unpaid in
                  respect of the Loans,  L/C  Obligations  and all other  Senior
                  Credit  Obligations that are owing and unpaid and to file such
                  other  documents  as may be necessary or advisable in order to
                  have the claims of the  Lenders and the  Administrative  Agent
                  (including   any  claim  for  the   reasonable   compensation,
                  expenses,  disbursements  and  advances of the Lenders and the
                  Administrative  Agent and their respective  agents and counsel
                  and all other  amounts due the Lenders and the  Administrative
                  Agent under  Sections 2.09 and 10.04) allowed in such judicial
                  proceeding; and


                                     -125-
<PAGE>

                                    (ii) to collect  and  receive  any monies or
                  other  property  payable or deliverable on any such claims and
                  to distribute the same; and any custodian, receiver, assignee,
                  trustee, liquidator, sequestrator or other similar official in
                  any such  judicial  proceeding  is hereby  authorized  by each
                  Lender to make such payments to the Administrative  Agent and,
                  in the event that the  Administrative  Agent shall  consent to
                  the making of such payments directly to the Lenders, to pay to
                  the  Administrative  Agent any amount  due for the  reasonable
                  compensation,  expenses,  disbursements  and  advances  of the
                  Administrative Agent and its agents and counsel, and any other
                  amounts due the  Administrative  Agent under SECTIONS 2.09 and
                  10.04.


                  Nothing  contained  herein  shall be deemed to  authorize  the
Administrative  Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of  reorganization,  arrangement,  adjustment or composition
affecting  the  Senior  Credit  Obligations  or the  rights of any  Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.


                  SECTION  9.10  COLLATERAL  AND GUARANTY  MATTERS.  The Lenders
irrevocably  authorize  the  Administrative  Agent,  at  its  option  and in its
discretion:

                                    (i) to  release  any  Lien  on any  property
                  granted  to or  held by the  Administrative  Agent  under  any
                  Finance  Document (A) upon  termination of the Commitments and
                  payment  in  full  of  all  Finance  Obligations  (other  than
                  contingent  indemnification  obligations  and, but only to the
                  extent not then due and  payable,  Swap  Obligations  and Cash
                  Management  Obligations)  and the expiration or termination of
                  all Letters of Credit,  (B) that is sold or to be sold as part
                  of or in connection with any sale permitted hereunder or under
                  any other Finance  Document,  or (C) subject to SECTION 10.01,
                  if approved, authorized or ratified in writing by the Required
                  Lenders;

                                    (ii) to subordinate any Lien on any property
                  granted  to or  held by the  Administrative  Agent  or  either
                  Collateral  Agent under any Loan Document to the holder of any
                  Lien on such property  that is permitted by SECTION  7.02(XVI)
                  and (XXIII); and

                                    (iii)  to  release  any  Guarantor  from its
                  obligations  under the Guaranty if such Person  ceases to be a
                  Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative  Agent at any time, the Required Lenders will
confirm  in  writing  the   Administrative   Agent's  authority  to  release  or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations  under the Guaranty  pursuant to this SECTION
9.10.

                  SECTION  9.11  RELATED  OBLIGATIONS.  The  benefit of the Loan
Documents and of the  provisions of this  Agreement  relating to the  Collateral
shall extend to and be available in respect of any Cash  Management  Obligations
and to any Swap Obligations  permitted  hereunder from time to time owing to one
or more  Swap  Creditors  (collectively,  "RELATED  OBLIGATIONS")  solely on the
condition  and  understanding,  as among the  Collateral  Agent and all  Finance
Parties,  that (i) the Related  Obligations  shall be entitled to the benefit of
the Loan Documents and the Collateral to the extent  expressly set forth in this
Agreement  and the other Loan  Documents  and to such extent the  Administrative
Agent and the  Collateral  Agent shall hold, and have the right and power to act
with respect to, the Guaranty and the  Collateral  on behalf of and as agent for
the holders of the Related  Obligations,  but the  Administrative  Agent and the
Collateral  Agent are  otherwise  acting solely as agent for the Lenders and the
L/C Issuers and shall have no  fiduciary  duty,  duty of loyalty,  duty of care,
duty of  disclosure  or other  obligation  whatsoever  to any  holder of Related
Obligations,  (ii) all matters, acts and omissions relating in any manner to the
Guaranty,  the  Collateral,  or the omission,  creation,  perfection,  priority,
abandonment or release of any Lien,  shall be governed  solely by the provisions
of this  Agreement  and the other Loan  Documents and no separate  Lien,  right,
power or remedy  shall  arise or exist in favor of any  Finance  Party under any
separate instrument or agreement or in respect of any Related Obligation,  (iii)
each Finance Party shall be bound by all actions taken or omitted, in accordance
with the  provisions  of this  Agreement  and the other Loan  Documents,  by the
Administrative  Agent,  the  Collateral  Agent  and  the  Required  Lenders,  as
applicable,  each of whom shall be  entitled to act at its sole  discretion  and
exclusively in its own interest given its own  Commitments  and its own interest
in the Loans, L/C Obligations and other Senior Credit  Obligations to it arising
under this Agreement or the other Loan Documents,  without any duty or liability
to any Swap  Creditor  or holder  of Cash  Management  Obligations  or as to any
Related  Obligation and without regard to whether any Related Obligation remains
outstanding or is deprived of the benefit of the Collateral or becomes unsecured
or is otherwise  affected or put in jeopardy thereby,  (iv) no holder of Related
Obligations  and no other  Finance  Party  (except the Lenders to the extent set
forth in this  Agreement)  shall have any right to be notified of, or to direct,
require or be heard with  respect to, any action  taken or omitted in respect of
the  Collateral or under this  Agreement or the Loan Documents and (v) no holder
of any Related  Obligation shall exercise any right of setoff,  banker's lien or
similar  right except to the extent  provided in SECTION  10.08 and then only to
the extent such right is exercised in compliance with SECTION 2.13.

                                     -126-
<PAGE>

                  SECTION 9.12 AGENTS'  FEES;  JOINT LEAD  ARRANGERS  FEES.  The
Company  shall  pay to the  Administrative  Agent  for its own  account,  to the
Collateral  Agent for its own account and to Banc of America  Securities LLC and
Lehman Brothers Inc., in their capacities as Joint Lead Arrangers, for their own
accounts,  fees in the amounts and at the times  previously  agreed upon between
the Company and the  Administrative  Agent,  the Collateral Agent and such Joint
Lead Arrangers,  respectively,  in each case with respect to this Agreement, the
other Loan Documents and the transactions contemplated hereby and thereby.

                                   ARTICLE X
                                  MISCELLANEOUS

                  SECTION 10.01 AMENDMENTS, ETC.

                  (a)  AMENDMENTS  GENERALLY.  No  amendment  or  waiver  of any
provision of this  Agreement or any other Loan  Document,  and no consent to any
departure by any Loan Party  therefrom,  shall in any event be effective  unless
the same shall be in writing  and (i) in the case of any such waiver or consent,
signed by the Required Lenders (or by the Administrative  Agent with the consent
of the  Required  Lenders),  (ii) in the  case  of any  amendment  necessary  to
implement  the terms of a Facilities  Increase in  accordance  with the terms of
SECTION 2.10(A) hereof, by the Company and the Administrative Agent and (iii) in
the  case  of  any  other  amendment,   by  the  Required  Lenders  (or  by  the
Administrative  Agent with the consent of the Required Lenders) and the Company,
and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given;  PROVIDED that the  Administrative
Agent and the  Company  may,  with the  consent of the other,  amend,  modify or
supplement  this  Agreement and any other Loan  Document to cure any  ambiguity,
typographical error, defect or inconsistency if such amendment,  modification or
supplement does not adversely  affect the rights of any Agent, any Lender or any
L/C Issuer.

                  (b)  AMENDMENTS  AND WAIVERS  PERTINENT  TO AFFECTED  LENDERS.
Notwithstanding  PARAGRAPH  (A) above and in addition to any other  consent that
may be required thereunder, no amendment, waiver or consent shall:

                                    (i) extend or increase the Commitment of any
                  Lender without the written consent of such Lender;

                                    (ii)   postpone   any  date  fixed  by  this
                  Agreement   or  any  other  Loan   Document  for  any  payment
                  (excluding mandatory prepayments) of principal, interest, fees
                  or other amounts due to the Lenders (or any of them) hereunder
                  or under any other Loan Document  without the written  consent
                  of each Lender directly affected thereby;

                                     -127-
<PAGE>

                                    (iii) reduce the  principal  of, or the rate
                  of interest  specified herein on, any Loan or unreimbursed L/C
                  Disbursement, or (subject to SUBSECTION (C) below) any fees or
                  other  amounts  payable  hereunder  or under  any  other  Loan
                  Document  without the written  consent of each Lender directly
                  affected thereby; PROVIDED,  HOWEVER, that only the consent of
                  the  Required  Lenders  shall be  necessary  (A) to amend  the
                  definition of "Default Rate" or to waive any obligation of the
                  Company  to pay  interest  or  Letter  of  Credit  Fees at the
                  Default Rate or (B) to amend any financial  covenant hereunder
                  (or any defined term used  therein) even if the effect of such
                  amendment  would be to reduce the rate of interest on any Loan
                  or any  unreimbursed  L/C  Disbursement  or to reduce  any fee
                  payable hereunder;

                                    (iv) change  SECTION 2.13 or SECTION 8.03 in
                  a manner  that would  alter the  pro-rata  sharing of payments
                  required thereby without the written consent of each Lender;

                                    (v) change any  provision of this Section or
                  the  definition of "Required  Lenders" or "Required  Revolving
                  Lenders"  or  any  other  provision   hereof   specifying  the
                  percentage  of Lenders  required to amend,  waive or otherwise
                  modify any rights hereunder or make any determination or grant
                  any consent  hereunder,  without  the written  consent of each
                  Lender which is a Lender of the applicable Class so specified,
                  in each case other than as part of a  Facilities  Increase for
                  which the conditions specified in SECTION 4.03 are satisfied;

                                    (vi)  release the  Company or  substantially
                  all of the other Loan  Parties  from its or their  obligations
                  under the Loan  Documents  without the written  consent of the
                  Required Lenders (PROVIDED that the Administrative  Agent may,
                  without the consent of any Lender,  release any  Guarantor (or
                  all or substantially all of the assets of a Guarantor) that is
                  sold or transferred in compliance with SECTION 7.05);

                                    (vii)  release all or  substantially  all of
                  the   Collateral   securing  the  Senior  Credit   Obligations
                  hereunder without the written consent of each Lender (PROVIDED
                  that the Collateral  Agent may, without consent from any other
                  Lender,  release any Collateral that is sold or transferred by
                  a Loan Party in  compliance  with  SECTION 7.05 or released in
                  compliance with SECTION 9.01(B)); and

                                    (viii)  affect  the  rights or duties of any
                  L/C  Issuer  under  this  Agreement  or any  Letter  of Credit
                  Request  relating  to any  Letter  of  Credit  issued or to be
                  issued by it,  without the prior  written  consent of such L/C
                  Issuer;  affect the rights or duties of the Swing Line  Lender
                  under this Agreement, without the prior written consent of the
                  Swing Line  Lender;  (iii)  affect the rights or duties of the
                  Administrative  Agent under this  Agreement  or any other Loan
                  Document,   without   the  prior   written   consent   of  the
                  Administrative Agent.

                                     -128-
<PAGE>

                  (c) FEE LETTER AMENDMENT; DEFAULTING LENDERS.  Notwithstanding
anything to the contrary  herein,  (i) the Fee Letter may be amended,  or rights
and  privileges  thereunder  waived,  in a writing  executed only by the parties
thereto  and (ii) no  Defaulting  Lender  shall  have any  right to  approve  or
disapprove  any  amendment,   waiver  or  consent  hereunder,  except  that  the
Commitment  of such Lender may not be increased or extended  without the consent
of such Lender.

                  Each  Lender  and each  holder of a Note shall be bound by any
waiver, amendment or modification authorized by this SECTION 10.01 regardless of
whether  its Note  shall have been  marked to make  reference  therein,  and any
consent by any Lender or holder of a Note  pursuant to this SECTION  10.01 shall
bind any Person subsequently  acquiring a Note from it, whether or not such Note
shall have been so marked.

                  SECTION    10.02    NOTICES;     EFFECTIVENESS;     ELECTRONIC
COMMUNICATION.

                  (a) NOTICES GENERALLY. Except in the case of notices and other
communications  expressly  permitted  to be given by  telephone  (and  except as
provided in SUBSECTION (B) below), all notices and other communications provided
for  herein  shall be in writing  and shall be  delivered  by hand or  overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications  expressly permitted hereunder
to be given by telephone shall be made to the applicable  telephone  number,  as
follows:

                                    (i) if to the  Company,  the  Administrative
                  Agent, a L/C Issuer or the Swing Line Lender,  to the address,
                  telecopier number, electronic mail address or telephone number
                  specified for such Person on SCHEDULE 10.02; and

                                    (ii) if to any other Lender, to the address,
                  telecopier number, electronic mail address or telephone number
                  specified in its Administrative Questionnaire.

Notices sent by hand or  overnight  courier  service,  or mailed by certified or
registered mail, shall be deemed to have been given when received;  notices sent
by telecopier  shall be deemed to have been given when sent (except that, if not
given during normal  business hours for the  recipient,  shall be deemed to have
been  given  at the  opening  of  business  on the  next  business  day  for the
recipient).  Notices delivered through  electronic  communications to the extent
provided  in  SUBSECTION  (B) below,  shall be  effective  as  provided  in such
SUBSECTION (B).

                  (b)    ELECTRONIC    COMMUNICATIONS.    Notices    and   other
communications  to the Lenders and the L/C Issuers hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative  Agent, PROVIDED
that the  foregoing  shall  not apply to  notices  to any  Lender or L/C  Issuer
pursuant to ARTICLE II if such Lender or L/C Issuer, as applicable, has notified
the  Administrative  Agent that it is incapable of receiving  notices under such
Article by electronic  communication.  The  Administrative  Agent or the Company
may, in its discretion,  agree to accept notices and other  communications to it
hereunder by electronic  communications  pursuant to procedures  approved by it,
PROVIDED that approval of such  procedures may be limited to particular  notices
or communications.


                  Unless the  Administrative  Agent  otherwise  prescribes,  (i)
notices  and  other  communications  sent to an e-mail  address  shall be deemed
received  upon the  sender's  receipt of an  acknowledgement  from the  intended
recipient (such as by the "return  receipt  requested"  function,  as available,
return e-mail or other written acknowledgement), PROVIDED that if such notice or
other  communication  is not  sent  during  the  normal  business  hours  of the
recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next business day for the recipient, and (ii) notices
or  communications  posted to an Internet or  intranet  website  shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the  foregoing  CLAUSE (I) of  notification  that such notice or
communication is available and identifying the website address therefor.


                                     -129-
<PAGE>

                  (c) THE  PLATFORM.  THE  PLATFORM IS PROVIDED  "AS IS" AND "AS
AVAILABLE."  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE GROUP COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY  DISCLAIM  LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE GROUP COMPANY
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS,  IS MADE BY
ANY AGENT PARTY IN CONNECTION WITH THE GROUP COMPANY  MATERIALS OR THE PLATFORM.
In no  event  shall  the  Administrative  Agent  or any of its  Related  Parties
(collectively,  "AGENT PARTIES") have any liability to the Borrower, any Lender,
any L/C Issuer or any other Person for losses, claims,  damages,  liabilities or
expenses of any kind (whether in tort, contract or otherwise) arising out of any
Loan  Party's  or the  Administrative  Agent's  transmission  of  Group  Company
Materials through the Internet,  except to the extent that such losses,  claims,
damages,  liabilities  or  expenses  are  determined  by a  court  of  competent
jurisdiction  by a final an  nonappealable  judgment to have  resulted  from the
gross negligence, bad faith or willful misconduct of such Agent Party; provided,
HOWEVER,  that in no event  shall  any Agent  Party  have any  liability  to the
Borrower, any Lender, any L/C Issuer or any other Person for indirect,  special,
incidental,  consequential  or punitive  damages (as opposed to direct or actual
damages).

                  (d)  CHANGE  OF  ADDRESS,   ETC.  Each  of  the  Company,  its
Subsidiaries,  the  Administrative  Agent,  each L/C  Issuer  and the Swing Line
Lender may change its address,  telecopier  or telephone  number for notices and
other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address,  telecopier  or telephone  number for notices and
other  communications  hereunder  by notice to the Company,  the  Administrative
Agent,  the L/C  Issuers and the Swing Line  Lender.  In  addition,  each Lender
agrees to notify the  Administrative  Agent from time to time to ensure that the
Administrative  Agent has on record  (i) an  effective  address,  contact  name,
telephone number, telecopier number and electronic mail address to which notices
and other  communications  may be sent and (ii) accurate wire  instructions  for
such Lender.

                  (e) RELIANCE BY ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS.
The Administrative  Agent and the Lenders shall be entitled to rely and act upon
any notices (including  telephonic notices) purportedly given by or on behalf of
the Company or any other Loan Party even if (i) such  notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any
other form of notice specified  herein or (ii) the terms thereof,  as understood
by the  recipient,  varied from any  confirmation  thereof.  The  Company  shall
indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related
Parties  of each of them  from  all  losses,  costs,  expenses  and  liabilities
resulting from the reliance by such Person on each notice  purportedly  given by
or on behalf of the Company.  All telephonic notices to and other communications
with the Administrative  Agent may be recorded by the Administrative  Agent, and
each of the parties hereto hereby consents to such recording.

                  SECTION 10.03 NO WAIVER;  CUMULATIVE  REMEDIES.  No failure by
any  Lender or L/C issuer or by the  Administrative  Agent to  exercise,  and no
delay by any such Person in exercising,  any right,  remedy,  power or privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by Law.


                                     -130-
<PAGE>

                  SECTION 10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

                  (a)  COSTS AND  EXPENSES.  The  Company  agrees to pay (i) all
reasonable  out-of-pocket  documented  and  invoiced  expenses  incurred  by the
Administrative Agent and its Affiliates  (including the reasonable fees, charges
and disbursements of counsel for the  Administrative  Agent), in connection with
the syndication of the credit facilities  provided for herein,  the preparation,
negotiation,  execution,  delivery and  administration of this Agreement and the
other  Loan  Documents  or  any  amendments,  modifications  or  waivers  of the
provisions  hereof or  thereof,  (ii) all  reasonable  documented  and  invoiced
out-of-pocket  expenses  incurred  by any L/C  Issuer  in  connection  with  the
issuance,  amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all reasonable  out-of-pocket expenses incurred
by the Administrative  Agent, any Lender and any L/C Issuer (including the fees,
charges and  disbursements  of Fried,  Frank,  Harris,  Shriver & Jacobson  LLP,
counsel  for the  Administrative  Agent,  any  Lender  and the L/C  Issuer),  in
connection  with the  enforcement  or protection of its rights (A) in connection
with this  Agreement  and the other Loan  Documents,  including its rights under
this  Section,  or (B) in  connection  with the Loans  made or Letters of Credit
issued hereunder,  including all such out-of-pocket expenses incurred during any
workout,  restructuring  or  negotiations in respect of such Loans or Letters of
Credit;  PROVIDED  that the Company shall not be required to reimburse the legal
fees and  expenses of more than one outside  counsel (in addition to any special
counsel and up to one local counsel in each applicable local  jurisdiction)  for
all Persons indemnified under this SUBSECTION (A); PROVIDED,  FURTHER,  that the
Company  shall  not be  required  to pay the fees and  expenses  of third  party
advisors to the Administrative  Agent, any Lender or the L/C Issuer (which shall
not include counsel otherwise  authorized  hereunder)  without the prior written
consent  of the  Company  (such  consent  not  to be  unreasonably  withheld  or
delayed);  PROVIDED,  FURTHER  that, so long as no Event of Default has occurred
and is continuing,  the fees, charges and disbursements  incurred by counsel for
the  Administrative  Agent in  connection  with the  administration  of,  or any
amendments,  modifications  or waivers to, the Loan  Documents  shall not exceed
$5,000 in any given month without the prior  written  consent of the Company and
no amounts in excess of $5,000 per month  shall be payable by the  Company if no
such prior written consent has been obtained.

                  (b)   INDEMNIFICATION.   The  Company   shall   indemnify  the
Administrative  Agent (and any sub-agent thereof),  each Lender each L/C Issuer,
and each Related Party of any of the  foregoing  Persons (each such Person being
called an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and
all  (subject to clause (d) below)  losses,  claims,  damages,  liabilities  and
related expenses  (including the fees,  charges and disbursements of any counsel
for any Indemnitee and one financial advisor for all  Indemnitees),  incurred by
any  Indemnitee or asserted  against any Indemnitee by any third party or by the
Company or any other Loan Party  arising  out of, in  connection  with,  or as a
result of (i) the  execution  or  delivery  of this  Agreement,  any other  Loan
Document or any  agreement or  instrument  contemplated  hereby or thereby,  the
performance by the parties hereto of their respective  obligations  hereunder or
thereunder,  the consummation of the transactions contemplated hereby or thereby
or, in the case of the Administrative  Agent (and any sub-agent thereof) and its
Related  Parties only, the  administration  of this Agreement and the other Loan
Documents,  (ii) any Loan or Letter of Credit or the use or proposed  use of the
proceeds  therefrom  (including  any refusal by the L/C Issuer to honor a demand
for payment  under a Letter of Credit if the  documents  presented in connection
with  such  demand  do not  strictly  comply  with the  terms of such  Letter of
Credit),  (iii) any actual or alleged presence or release of Hazardous Materials
on or  from  any  property  owned  or  operated  by  the  Company  or any of its
Subsidiaries,  or any Environmental  Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation  or  proceeding  brought by a third party or by the Company or any
other Loan Party,  and  regardless of whether any Indemnitee is a party thereto,
in all cases,  whether or not caused by or arising,  in whole or in part, out of
the  comparative,  contributory or sole  negligence of the Indemnitee;  PROVIDED
that such indemnity shall not, as to any Indemnitee,  be available to the extent
that  such  losses,  claims,  damages,   liabilities  or  related  expenses  are
determined  by a court of  competent  jurisdiction  by final  and  nonappealable
judgment (x) to have  resulted from the gross  negligence,  bad faith or willful
misconduct of such  Indemnitee or (y) result from a claim brought by the Company
or any other  Loan Party  against an  Indemnitee  or such  Indemnitee's  Related
Parties for breach of such Indemnitee's obligations hereunder or under any other
Finance Document;  PROVIDED,  FURTHER, that the Company shall not be required to
reimburse  the legal fees and  expenses  of more than one  outside  counsel  (in
addition to up to one local counsel in each applicable local  jurisdiction)  for
all Indemnitees  unless,  in the written  opinion of outside counsel  reasonably
satisfactory to the Company and the Administrative Agent,  representation of all
such  Indemnitees  would be  inappropriate  due to the existence of an actual or
potential conflict of interest.


                                     -131-
<PAGE>

                  (c)  REIMBURSEMENT BY LENDERS.  To the extent that the Company
for any reason fail indefeasibly to pay any amount required under SUBSECTION (A)
or (B) of this Section to be paid by it or them to the Administrative  Agent (or
any  sub-agent  thereof),  any L/C  Issuer  or any  Related  Party of any of the
foregoing,  each Lender severally agrees to pay to the Administrative  Agent (or
any such  sub-agent),  each LC Issuer or such Related Party, as the case may be,
such  Lender's  Applicable  Percentage  (determined  as of  the  time  that  the
applicable  unreimbursed  expense or indemnity payment is sought) of such unpaid
amount,  provided that the  unreimbursed  expense or  indemnified  loss,  claim,
damage,  liability  or related  expense,  as the case may be, was incurred by or
asserted  against the  Administrative  Agent (or any such  sub-agent) or the L/C
Issuer in its  capacity  as such,  or against  any  Related  Party of any of the
foregoing  acting for the  Administrative  Agent (or any such  sub-agent) or L/C
Issuer in connection  with such capacity.  The  obligations of the Lenders under
this SUBSECTION (C) are subject to the provisions of SECTION 2.14(D).

                  (d) WAIVER OF  CONSEQUENTIAL  DAMAGES.  To the fullest  extent
permitted by applicable  Law, the Company shall not assert,  and hereby  waives,
any claim against any  Indemnitee,  and each of the Lenders agrees not to assert
or permit any of their  respective  Subsidiaries to assert any claim against the
Company  or any of its  Subsidiaries  or  any  of  their  respective  directors,
officers, employees,  attorneys, agents or advisors, on any theory of liability,
for special,  indirect,  consequential or punitive damages (as opposed to direct
or actual damages)  arising out of, in connection  with, or as a result of, this
Agreement,  any other Loan Document or any agreement or instrument  contemplated
hereby, the transactions  contemplated hereby or thereby,  any Loan or Letter of
Credit  or  the  use of the  proceeds  thereof.  No  Indemnitee  referred  to in
SUBSECTION  (B) above  shall be liable for any damages  arising  from the use by
unintended  recipients of any information or other  materials  distributed by it
through telecommunications, electronic or other information transmission systems
in  connection   with  this  Agreement  or  the  other  Loan  Documents  or  the
transactions contemplated hereby or thereby.

                  (e)  PAYMENTS.  All  amounts due under this  Section  shall be
payable not later than ten Business Days after demand therefor.

                  (f) SURVIVAL. The agreements in this Section shall survive the
resignation of the Administrative  Agent, any L/C Issuer, the replacement of any
Lender,  the termination of the  Commitments and the repayment,  satisfaction or
discharge of all the other Senior Credit Obligations.

                  SECTION  10.05  PAYMENTS  SET ASIDE.  To the  extent  that any
payment  by or on behalf of the  Company  or any other Loan Party is made to the
Administrative  Agent or any Lender, or the  Administrative  Agent or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off
or any part thereof is  subsequently  invalidated,  declared to be fraudulent or
preferential,  set  aside or  required  (including  pursuant  to any  settlement
entered into by the Administrative Agent or such Lender in its discretion) to be



                                     -132-
<PAGE>

repaid  to a  trustee,  receiver  or any other  party,  in  connection  with any
proceeding  under any Debtor Relief Law or otherwise,  then (i) to the extent of
such  recovery,  the  obligation  or  part  thereof  originally  intended  to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment had not been made or such set-off had not occurred, and (ii) each Lender
severally agrees to pay to the  Administrative  Agent upon demand its applicable
share of any amount so  recovered  from or repaid by the  Administrative  Agent,
plus  interest  thereon from the date of such demand to the date such payment is
made at a rate per annum  equal to the  Federal  Funds Rate from time to time in
effect.  The obligations of the Lenders and the L/C Issuers under CLAUSE (II) of
the  preceding  sentence  shall survive the payment in full of the Senior Credit
Obligations and the termination of this Agreement.

                  SECTION 10.06 SUCCESSORS AND ASSIGNS.

                  (a) SUCCESSORS AND ASSIGNS  GENERALLY.  The provisions of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  successors  and  assigns  permitted  hereby,  except that
neither the Company  nor any other Loan Party may assign or  otherwise  transfer
any of its rights or obligations  hereunder without the prior written consent of
the  Administrative  Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or  obligations  hereunder  except (i) to an Eligible
Assignee in accordance  with the  provisions of SUBSECTION  (B) of this Section,
(ii) by way of participation in accordance with the provisions of SUBSECTION (D)
of this Section or (iii) by way of pledge or assignment  of a security  interest
subject to the  restrictions  of  SUBSECTION  (F) of this Section (and any other
attempted  assignment  or transfer by any party  hereto shall be null and void).
Nothing in this  Agreement,  expressed or implied,  shall be construed to confer
upon any Person (other than the parties hereto, their respective  successors and
assigns permitted hereby,  Participants to the extent provided in SUBSECTION (D)
of this Section and, to the extent expressly  contemplated  hereby,  the Related
Parties of each of the  Administrative  Agent,  the L/C issuers and the Lenders)
any  legal or  equitable  right,  remedy  or claim  under or by  reason  of this
Agreement.

                  (b) ASSIGNMENTS BY LENDERS.  Any Lender may at any time assign
to one or more Eligible Assignees all or a portion of its rights and obligations
under this  Agreement  (including  all or a portion of its  Commitments  and the
Loans  (including  for  purposes  of  this  subsection  (b),  any  Participation
Interests  in Letters of Credit and Swing Line  Loans) at the time owing to it);
PROVIDED,  HOWEVER,  that:


                                    (i) except in the case of an  assignment  of
                  the  entire  remaining  amount  of  the  assignment   Lender's
                  Commitment and the Loans of the  applicable  Class owing to it
                  or in the case of an assignment to a Lender or an Affiliate of
                  a Lender or an Approved Fund with respect to a Lender, (A) the
                  aggregate amount of the Revolving  Commitment  (which for this
                  purposes includes Revolving Loans outstanding  thereunder) or,
                  if the  Revolving  Commitments  are not  then in  effect,  the
                  principal  outstanding  balance of the Revolving  Loans of the
                  assigning Lender subject to each such  assignment,  determined
                  as of the date the Assignment  and Assumption  with respect to
                  such assignment is delivered to the  Administrative  Agent or,
                  if "Trade Date" is specified in the Assignment and Assumption,
                  as of the Trade Date, shall not be less than $5,000,000 unless
                  each of the  Administrative  Agent and, so long as no Event of
                  Default has occurred and is continuing,  the Company otherwise
                  consents (each such consent not to be unreasonably withheld or
                  delayed),  (B)  (x)  so  long  as  any  Term  B  Delayed  Draw
                  Commitment  is in effect and there are no Term B Delayed  Draw
                  Loans outstanding,  such Term B Delayed Draw Commitment may be
                  assigned  in whole or in part  without  regard to any  minimum
                  amount or (y) if the Term B Delayed Draw  Commitments  are not
                  then in effect, the principal  outstanding balance of the Term
                  B Delayed Draw Loans of the of the assigning Lender subject to
                  each such assignment, determined as of the date the Assignment
                  and Assumption with respect to such assignment is delivered to
                  the  Administrative  Agent or, if "Trade Date" is specified in
                  the Assignment and Assumption, as of the Trade Date, shall not
                  be less  than  $1,000,000  unless  each of the  Administrative
                  Agent and, so long as no Event of Default has  occurred and is
                  continuing,  the Company otherwise consents (each such consent
                  not to be  unreasonably  withheld  or  delayed)  and  (C)  the
                  aggregate  amount  of any  Term B  Closing  Date  Loans  of an
                  assigning Lender subject to each such assignments,  determined
                  as of the date the Assignment  and Assumption  with respect to
                  such assignment is delivered to the  Administrative  Agent or,
                  if "Trade Date" is specified in the Assignment and Assumption,
                  as of the Trade Date, shall not be less than $1,000,000 unless
                  each of the  Administrative  Agent and, so long as no Event of
                  Default has occurred and is continuing,  the Company otherwise
                  consents (each such consent not to be unreasonably withheld or
                  delayed);  PROVIDED,  HOWEVER, that concurrent  assignments to
                  members of an Assignee Group and concurrent  assignments  from
                  members of an Assignee Group to a single Eligible Assignee (or
                  to an Eligible  Assignee  and members of its  Assignee  Group)
                  will  be  treated  as a  single  assignment  for  purposes  of
                  determining whether such minimum amount has been met


                                     -133-
<PAGE>

                                    (ii) each partial  assignment  shall be made
                  as an assignment of a proportionate  part of all the assigning
                  Lenders'  rights and  obligations  under this  Agreement  with
                  respect to the Loans or the Commitment  assigned,  except that
                  this clause (ii) shall not apply to rights in respect of Swing
                  Line Loans;

                                    (iii) any assignment of a Commitment must be
                  approved by the  Administrative  Agent and, in the case of any
                  assignment of a Revolving Commitment,  the L/C Issuers and the
                  Swing Line Lender,  unless the  proposed  assignee is itself a
                  Lender  (whether or not the proposed  assignee would otherwise
                  qualify as an Eligible Assignee);

                                    (iv) the Eligible Assignee,  if it shall not
                  be a Lender,  shall  deliver to the  Administrative  Agent and
                  Administrative   Questionnaire,   and  the   parties  to  each
                  assignment  shall  execute and  deliver to the  Administrative
                  Agent an Assignment and Assumption, together with a processing
                  and  recordation  fee  (the   "ASSIGNMENT   FEE")  of  $2,500;
                  PROVIDED, however, that in the event of two or more concurrent
                  assignments  to members of the same Assignee  Group (which may
                  be effected by a  suballocation  of an assigned  amount  among
                  members  of such  Assignee  Group)  or two or more  concurrent
                  assignments  by members of the same Assignee Group to a single
                  Eligible  Assignee (or to an Eligible  Assignee and members of
                  its Assignee  Group),  the  Assignment Fee will be $2,500 plus
                  the amount set forth below:


                       TRANSACTION                           ASSIGNMENT FEE

 First four concurrent  assignments or  suballocations to          -0-
 members  of an  Assignee  Group (or from  members  of an
 Assignee Group, as applicable)

 Each additional  concurrent  assignment or suballocation         $500
 to a member of such Assignee  Group (or from a member of
 an Assignee Group, as applicable)

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to SUBSECTION  (C) of this Section,  from and after the effective date specified
in each Assignment and Assumption,  the Eligible Assignee  thereunder shall be a
party to this  Agreement  and,  to the extent of the  interest  assigned by such
Assignment  and  Assumption,  have the rights and  obligations of a Lender under
this Agreement,  and the assigning Lender thereunder shall, to the extent of the
interest  assigned by such  Assignment  and  Assumption,  be  released  from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Assumption  covering all of the assigning  Lender's rights and obligations under
this Agreement,  such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of SECTIONS  3.01,  3.04,  3.05,  10.04 and 10.17
with respect to facts and circumstances occurring prior to the effective date of
such assignment).  Upon request,  the Company (at its expense) shall execute and
deliver a Note or Notes to the assignee Lender.  Any assignment or transfer by a
Lender of rights or  obligations  under this Agreement that does not comply with
this  subsection  shall be treated for  purposes of this  Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
SUBSECTION (D) of this Section.

                                     -134-
<PAGE>

                  (c) REGISTER. The Administrative Agent, acting solely for this
purpose as an agent of the Company, shall maintain at the Administrative Agent's
Office a copy of each  Assignment and Assumption  delivered to it and a register
for  the  recordation  of the  names  and  addresses  of the  Lenders,  and  the
Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "REGISTER"). The
entries in the Register shall be conclusive, and the Company, the Administrative
Agent and the  Lenders  may treat  each  Person  whose name is  recorded  in the
Register  pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement,  notwithstanding  notice to the contrary.  The Register shall be
available  for  inspection  by each of the  Company  and the L/C  Issuers at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request  for a consent  for a material  or other  substantive
change to the Loan  Documents  is pending,  any Lender  wishing to consult  with
other  Lenders  in  connection  therewith  may  request  and  receive  from  the
Administrative Agent a copy of the Register.

                  (d)  PARTICIPATIONS.  Any Lender may at any time,  without the
consent  of, or  notice  to,  the  Company  or the  Administrative  Agent,  sell
participations  to any Person (other than a natural person or the Company or any
of the Company's Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or a
portion  of  such  Lender's  rights  and/or  obligations  under  this  Agreement
(including  all or a portion of its  Commitments  of any Class  and/or the Loans
(including such Lender's  participations  in L/C  Obligations  and/or Swing Line
Loans) owing to it);  PROVIDED  that (i) such  Lender's  obligations  under this
Agreement  shall  remain  unchanged,   (ii)  such  Lender  shall  remain  solely
responsible to the other parties hereto for the performance of such  obligations
and (iii) the Company, the Administrative Agent, the Lenders and the L/C Issuers
shall  continue to deal solely and directly with such Lender in connection  with
such Lender's rights and obligations under this Agreement.


                  Any agreement or  instrument  pursuant to which a Lender sells
such a participation  shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment,  modification  or waiver
of any provision of this  Agreement;  PROVIDED that such agreement or instrument
may provide that such Lender will not,  without the consent of the  Participant,
agree to any  amendment,  waiver or other  modification  described  in the first
proviso to SECTION  10.01 that affects such  Participant.  Subject to SUBSECTION
(E) of this Section,  the Company agrees that each Participant shall be entitled
to the benefits and subject to the  requirements of SECTIONS 3.01, 3.04 and 3.05
to the same  extent as if it were a Lender  and had  acquired  its  interest  by
assignment  pursuant to SUBSECTION (B) of this Section.  To the extent permitted
by Law, each Participant also shall be entitled to the benefits of SECTION 10.08
as though it were a Lender,  PROVIDED such  Participant  agrees to be subject to
SECTION 2.13 as though it were a Lender.

                  (e) LIMITATION UPON PARTICIPANT  RIGHTS.  A Participant  shall
not be entitled to receive any greater  payment  under SECTION 3.01 or 3.04 than
the  applicable  Lender would have been  entitled to receive with respect to the
participation sold to such Participant,  unless the sale of the participation to
such Participant is made with the Company's prior written consent. A Participant
that would be a Foreign  Lender if it were a Lender shall not be entitled to the
benefits of SECTION  3.01  unless the  Company is notified of the  participation
sold to such  Participant and such  Participant  agrees,  for the benefit of the
Company, to comply with SECTION 3.01(E) as though it were a Lender.

                                      -135-
<PAGE>

                  (f)  CERTAIN  PLEDGES.  Any Lender  may at any time  pledge or
assign a  security  interest  in all or any  portion  of its  rights  under this
Agreement  (including  under its Note,  if any) to  secure  obligations  of such
Lender,  including any pledge or assignment to secure  obligations  to a Federal
Reserve  Bank;  PROVIDED  that no such pledge or  assignment  shall release such
Lender from any of its  obligations  hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

                  (g)   ELECTRONIC   EXECUTION   OF   ASSIGNMENTS.   The   words
"execution,"  "signed,"  "signature," and words of like import in any Assignment
and Assumption shall be deemed to include  electronic  signatures or the keeping
of records in electronic  form, each of which shall be of the same legal effect,
validity or  enforceability  as a manually  executed  signature  or the use of a
paper-based  record  keeping  system,  as the case may be, to the  extent and as
provided for in any applicable Law, including the Federal Electronic  Signatures
in Global and National  Commerce Act, the New York State  Electronic  Signatures
and Records Act or any other similar state laws based on the Uniform  Electronic
Transactions Act.

                  (h) CERTAIN  ASSIGNMENTS  BY BANK OF AMERICA.  Notwithstanding
anything  to the  contrary  contained  herein,  if at any time  Bank of  America
assigns  all of  its  Revolving  Commitment  and  Revolving  Loans  pursuant  to
SUBSECTION  (b) above,  Bank of  America  may,  (i) upon 30 days'  notice to the
Company and the Lenders, resign as a L/C Issuer and/or (ii) upon 30 days' notice
to the  Company,  resign  as  Swing  Line  Lender.  In  the  event  of any  such
resignation as a L/C Issuer or Swing Line Lender,  the Company shall be entitled
to appoint  from among the Lenders a  successor  L/C Issuer or Swing Line Lender
hereunder; PROVIDED, HOWEVER, that no failure by the Company to appoint any such
successor shall affect the resignation of Bank of America as L/C Issuer or Swing
Line Lender,  as the case may be. If Bank of America  resigns as L/C Issuer,  it
shall  retain  all the  rights,  powers,  privileges  and duties of a L/C Issuer
hereunder  with respect to all Letters of Credit issued by it  outstanding as of
the effective date of its  resignation  as a L/C Issuer and all L/C  Obligations
with respect  thereto  (including the right to require the Revolving  Lenders to
make Base Rate Loans or purchase  Participation  Interests  in Letters of Credit
and L/C Obligations pursuant to SECTION 2.05 (E)). If Bank of America resigns as
Swing Line  Lender,  it shall  retain  all the  rights of the Swing Line  Lender
provided  for  hereunder  with  respect  to  Swing  Line  Loans  made  by it and
outstanding as of the effective date of such resignation, including the right to
require the Revolving Lenders to make Base Rate Loans or Purchase  Participation
Interests in outstanding Swing Line Loans pursuant to SECTION 2.01(D)(VI).  Upon
the  appointment  of a successor L/C Issuer  and/or Swing Line Lender,  (i) such
successor  shall  succeed to and become  vested with all of the rights,  powers,
privileges  and duties of the retiring  L/C Issuer or Swing Line Lender,  as the
case may be, and (ii) the  successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any,  outstanding at the time of such
succession  or  make  other   arrangements   satisfactory  to  Bank  of  America
effectively  to assume the  obligations  of Bank of America with respect to such
Letters of Credit.

                  SECTION    10.07    TREATMENT    OF    CERTAIN    INFORMATION;
CONFIDENTIALITY.  Each of the  Administrative  Agent,  the  Lenders  and the L/C
Issuers agrees to maintain the  confidentiality  of the  Information (as defined
below), except that Information may be disclosed (i) to its Affiliates and to it
and its Affiliates' respective partners, directors, officers, employees, agents,
advisors and  representatives (it being understood that the Persons to whom such
disclosure  is  made  will  be  informed  of the  confidential  nature  of  such
Information and instructed to keep such Information  confidential);  (ii) to the
extent  requested by any regulatory  authority  purporting to have  jurisdiction
over it (in which case the Administrative Agent or such Lender or L/C Issuer, as
applicable,  shall use  reasonable  efforts to notify the Company  prior to such
disclosure,  in any case including any  self-regulatory  authority,  such as the
National Association of Insurance  Commissioners);  (iii) to the extent required
by applicable  Laws or  regulations or by any subpoena or similar legal process;
(iv) to any other  party  hereto;  (v) in  connection  with the  exercise of any
remedies  hereunder or under any other Loan Document or any action or proceeding
relating to this  Agreement  or any other Loan  Document or the  enforcement  of
rights  hereunder  or  thereunder,  (vi)  subject  to  an  agreement  containing
provisions  substantially the same as those of this Section, to (A) any assignee
of or Participant in, or any  prospective  assignee of or Participant in, any of
its rights or obligations  under this Agreement,  (B) any pledgee referred to in
SECTION 10.06(F) or (C) any actual or prospective counterparty (or its advisors)
to  any  swap  or  derivative  transaction  relating  to  the  Company  and  its
obligations,  (vii) with the consent of the Company or (viii) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Section or (B) becomes available to the Administrative  Agent or any Lender
on a nonconfidential basis from a source other than the Company.

                                     -136-
<PAGE>

                  For  purposes  of  this  Section,   "INFORMATION"   means  all
information received from the Company or any of its Subsidiaries relating to the
Company or any Subsidiary or any of their respective businesses,  other than any
such information that is available to the Administrative  Agent or any Lender or
L/C Issuer on a nonconfidential  basis prior to disclosure by the Company or any
Subsidiary.  Any Person required to maintain the  confidentiality of Information
as  provided in this  Section  shall be  considered  to have  complied  with its
obligation  to do so if such  Person has  exercised  the same  degree of care to
maintain the  confidentiality of such Information as such Person would accord to
its own confidential  information.  Notwithstanding the foregoing, any Agent and
any  Lender may place  advertisements  in  financial  and other  newspapers  and
periodicals or on a home page or similar place for  dissemination of information
on the  Internet  or  worldwide  web as it may  choose,  and  circulate  similar
promotional  materials,  after the closing of the  transactions  contemplated by
this Agreement in the form of a "tombstone" or otherwise describing the names of
the Loan Parties,  or any of them, and the amount, type and closing date of such
transactions, all at their sole expense.

                  Each of the  Administrative  Agent,  the  Lenders  and the L/C
Issuers  acknowledges  that (i) the Information may include material  non-public
information  concerning  the Borrower or one or more  Subsidiaries,  (ii) it has
developed  compliance  procedures  regarding  the  use  of  material  non-public
information  and (iii) it will handle such material  non-public  information  in
accordance with applicable Laws, including Federal and state securities Laws.

                  SECTION  10.08 RIGHT OF SETOFF.  If an Event of Default  shall
have  occurred  and be  continuing,  each  Lender  and each L/C Issuer is hereby
authorized at any time and from time to time,  after obtaining the prior written
consent  of  the  Administrative  Agent,  to the  fullest  extent  permitted  by
applicable  Law, to set off and apply any and all deposits  (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever  currency) at any time owing by such Lender,  L/C
Issuer to or for the  credit or the  account  of the  Company  or any other Loan
Party against any and all of the  obligations  of the Company or such Loan Party
now or hereafter  existing  under this  Agreement or any other Loan  Document to
such Lender or the L/C Issuer, to the extent then due and owing, irrespective of
whether or not such  Lender or the L/C Issuer  shall have made any demand  under
this  Agreement or any other Loan  Document or are owed to a branch or office of
such Lender or the L/C Issuer  different  from the branch or office holding such
deposit or obligated on such  indebtedness.  The rights of each Lender,  the L/C
Issuer and their  respective  Affiliates  under this  Section are in addition to
other rights and remedies  (including  other rights of setoff) that such Lender,
the L/C Issuer or their respective  Affiliates may have. Each Lender and the L/C
Issuer agrees to notify the Company and the Administrative  Agent promptly after
any such setoff and  application,  PROVIDED that the failure to give such notice
shall not affect the validity of such setoff and application.

                  SECTION  10.09  INTEREST  RATE   LIMITATION.   Notwithstanding
anything to the contrary  contained in any Loan  Document,  the interest paid or
agreed to be paid under the Loan Documents  shall not exceed the maximum rate of
non-usurious  interest  permitted by applicable Law (the "MAXIMUM RATE"). If the
Administrative  Agent or any Lender  shall  receive  interest  in an amount that
exceeds the Maximum Rate, the excess  interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid  principal,  refunded to the Company.
In determining  whether the interest contracted for, charged, or received by the
Administrative  Agent or a Lender exceeds the Maximum Rate,  such Person may, to
the extent permitted by applicable Law, (i) characterize any payment that is not
principal  as an expense,  fee, or premium  rather than  interest,  (ii) exclude
voluntary  prepayments  and the  effects  thereof and (iii)  amortize,  prorate,
allocate,  and spread in equal or  unequal  parts the total  amount of  interest
throughout the contemplated term of the Senior Credit Obligations hereunder.


                                     -137-
<PAGE>

SECTION 10.10 COUNTERPARTS;  INTEGRATION;  EFFECTIVENESS.  This Agreement may be
executed  in  counterparts   (and  by  different  parties  hereto  in  different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute  a single  contract.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement. This Agreement
and the other Loan Documents  constitute  the entire  contract among the parties
relating  to the  subject  matter  hereof  and  supersede  any and all  previous
agreements and understandings,  oral or written,  relating to the subject matter
hereof.  This Agreement shall become effective on the Closing Date  concurrently
with the  satisfaction  (or waiver) of the  conditions set forth in SECTION 4.01
and 4.02.

                  SECTION 10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All
representations  and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith  shall  survive the execution  and delivery  hereof and thereof.  Such
representations  and  warranties  have  been  or  will  be  relied  upon  by the
Administrative  Agent and each Lender,  regardless of any investigation  made by
any Agent or any Lender or on their behalf and notwithstanding that the Agent or
any Lender may have had notice or  knowledge  of any Default or Event of Default
at the time of any Credit Extension, and shall continue in full force and effect
until the Senior  Credit  Obligations  (other  than  contingent  indemnification
obligations) have been paid in full.

                  SECTION 10.12 SEVERABILITY. If any provision of this Agreement
or the other Loan Documents is held to be illegal, invalid or unenforceable, (i)
the legality,  validity and  enforceability of the remaining  provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (ii) the parties shall  endeavor in good faith  negotiations  to replace the
illegal,  invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible  to that of the  illegal,  invalid or
unenforceable  provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                  SECTION  10.13  REPLACEMENT  OF  LENDERS.  If (i)  any  Lender
requests  compensation  under SECTION 3.04,  (ii) the Company is required to pay
any  additional  amount to any  Lender  or any  Governmental  Authority  for the
account of any Lender  pursuant to SECTION  3.01,  (iii) the  obligation  of any
Lender to make  Eurodollar  Loans has been  suspended  pursuant to SECTION 3.02,
(iii) any Lender is a Defaulting Lender or (iv) any Lender has failed to consent
to a proposed amendment,  waiver, discharge or termination which pursuant to the
terms of SECTION 10.01 or any other provision of any Loan Document  requires the
consent of all of the  Lenders of a Class or Classes  and with  respect to which
the Required  Lenders of such Class or Classes shall have granted their consent,
the Company shall have the right, at its sole expense and effort, upon notice to
such  Lender  and  the  Administrative  Agent,  (i) to  remove  such  Lender  by
terminating  such Lender's  Commitment in full or (ii) to replace such Lender by
causing such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions  contained in, and consents required by, SECTION
10.06),  all of its interests,  rights and obligations  under this Agreement and
the other Loan  Documents  to an assignee  that shall  assume  such  obligations
(which  assignee may be another  Lender,  if a Lender accepts such  assignment);
PROVIDED that: (i) the Company shall have paid to the  Administrative  Agent the
assignment fee specified in SECTION 10.06(B);


                                     -138-
<PAGE>

                                    (ii) such Lender shall have received payment
                  of an amount equal to the outstanding  principal amount of its
                  Loans and  Participation  Interests  in  Unreimbursed  Amounts
                  arising  under  drawn  Letters  of  Credit,  accrued  interest
                  thereon,  accrued  fees and all other  amounts  payable  to it
                  hereunder and under the other Loan  Documents  (including  any
                  amounts  under  SECTION 3.05) from the assignee (to the extent
                  of such  outstanding  principal and accrued interest and fees)
                  or the Company (in the case of all other amounts);

                                    (iii)   in  the   case  of  any   assignment
                  resulting from a claim for compensation  under SECTION 3.04 or
                  payments  required to be made pursuant to SECTION  3.01,  such
                  assignment will result in a reduction in such  compensation or
                  payments thereafter;

                                    (iv) such  assignment does not conflict with
                  applicable Laws; and

                                    (v) (A) if the  Company  elects to  exercise
                  such right with respect to any Lender  pursuant to CLAUSE (I),
                  (II) or (III)  above,  it  shall be  obligated  to  remove  or
                  replace,  as the case may be, all  Lenders  that have  similar
                  requests then outstanding for compensation pursuant to SECTION
                  3.04 or 3.01 or whose  obligation to make Eurodollar Loans has
                  been   similarly   suspended  and  (B)  in  the  case  of  any
                  replacement  of Lenders under the  circumstances  described in
                  CLAUSE (IV) above, the applicable amendment, waiver, discharge
                  or  termination  that the Company has  requested  shall become
                  effective  upon  giving  effect to such  replacement  (and any
                  related Assignment and Assumptions  required to be effected in
                  connection therewith in accordance with this SECTION 10.13).



                  A Lender shall not be required to make any such  assignment or
delegation  if,  prior  thereto,  as a result  of a  waiver  by such  Lender  or
otherwise,  the  circumstances  entitling the Company to require such assignment
and delegation cease to apply.



                  SECTION 10.14  GOVERNING  LAW;  JURISDICTION ETC.

                  (a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER  THAN  LETTERS OF CREDIT AND OTHER  THAN AS  EXPRESSLY  SET FORTH IN SUCH
OTHER LOAN  DOCUMENTS) AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
AND THEREUNDER  SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING,  WITHOUT LIMITATION,
SECTION 5-1401 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW YORK).  EACH
LETTER OF CREDIT  SHALL BE GOVERNED  BY, AND SHALL BE  CONSTRUED  IN  ACCORDANCE
WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT,  OR IF NO SUCH LAWS
OR RULES ARE  DESIGNATED,  THE UNIFORM  CUSTOMS  AND  PRACTICE  FOR  DOCUMENTARY
CREDITS (1993 REVISION),  INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500
AND, AS TO MATTERS NOT GOVERNED BY SUCH UNIFORM  CUSTOMS,  THE INTERNAL  LAWS OF
THE STATE OF NEW YORK  (INCLUDING,  WITHOUT  LIMITATION,  SECTION  5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


                                     -139-
<PAGE>

                  (b)  SUBMISSION  TO  JURISDICTION.  THE COMPANY AND EACH OTHER
LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK  COUNTY  AND OF THE UNITED  STATES  DISTRICT  COURT OF THE  SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR ANY OTHER  LOAN
DOCUMENT,  OR FOR  RECOGNITION OR  ENFORCEMENT OF ANY JUDGMENT,  AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR  PROCEEDING  MAY BE HEARD AND  DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW, IN SUCH
FEDERAL  COURT.  EACH OF THE PARTIES  HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH  ACTION OR  PROCEEDING  SHALL BE  CONCLUSIVE  AND MAY BE  ENFORCED IN OTHER
JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER  MANNER  PROVIDED BY LAW.
NOTHING IN THIS  AGREEMENT OR IN ANY OTHER LOAN DOCUMENT  SHALL AFFECT ANY RIGHT
THAT THE  ADMINISTRATIVE  AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING  RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN
DOCUMENT  AGAINST THE COMPANY OR ANY OTHER LOAN PARTY OR ITS  PROPERTIES  IN THE
COURTS OF ANY JURISDICTION.

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

                  (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS
TO  SERVICE OF PROCESS IN THE  MANNER  PROVIDED  FOR  NOTICES IN SECTION  10.02.
NOTHING IN THIS  AGREEMENT  WILL  AFFECT THE RIGHT OF ANY PARTY  HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW

                  SECTION  10.15 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL  PROCEEDING  DIRECTLY OR  INDIRECTLY
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENT OR THE
TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT
SUCH OTHER  PERSON  WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE
FOREGOING  WAIVER AND I (B)  ACKNOWLEDGES  THAT IT AND THE OTHER PARTIES  HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION  10.16 USA  PATRIOT ACT  NOTICE;  LENDERS'  COMPLIANCE
CERTIFICATION.

                                     -140-
<PAGE>


                  (a) NOTICE TO  BORROWER.  Each  Lender and the  Administrative
Agent (for itself and not on behalf of any Lender)  hereby  notifies the Company
that  pursuant to the  requirements  of the US Patriot Act it may be required to
obtain,  verify  and record  information  that  identifies  the  Company,  which
information  includes  the  name  and  address  of each  Loan  Party  and  other
information  that  will  allow  such  Lender  or the  Administrative  Agent,  as
applicable, to identify each such Loan Party in accordance with the Act.

                  (b)  LENDERS'  CERTIFICATION.   Each  Lender  or  assignee  or
participant  of a Lender that is not  incorporated  under the Laws of the United
States  or  a  State  thereof  (and  is  not  excepted  from  the  certification
requirement  contained in Section 313 of the U.S. Patriot Act and the applicable
regulations  because it is both (i) an Affiliate of a depository  institution or
foreign bank that maintains a physical  presence in the United States or foreign
country  and (ii)  subject  to  supervision  by a banking  regulatory  authority
regulating such affiliated depository institution or foreign bank) shall deliver
to   the   Administrative   Agent   the   certification   or,   if   applicable,
recertification,  certifying that such Lender is not a "shell" and certifying to
other  matters  as  required  by  Section  313 of the U.S.  Patriot  Act and the
applicable regulations thereunder: (i) within 10 days after the Closing Date or,
if later,  the date such Lender,  assignee or  participant of a Lender becomes a
Lender,  assignee or  participant  of a Lender  hereunder and (ii) at such other
times as are required under the U.S. Patriot Act.

                  SECTION 10.17 JUDGMENT CURRENCY.

                  (a) The  obligations  of the Loan Parties  hereunder and under
the  other  Loan  Documents  to  make  payments  in a  specified  currency  (the
"OBLIGATION  CURRENCY")  shall not be  discharged  or satisfied by any tender or
recovery  pursuant to any judgment  expressed in or converted  into any currency
other than the  Obligation  Currency,  except to the extent  that such tender or
recovery results in the effective  receipt by a Finance Party of the full amount
of the Obligation Currency expressed to be payable to it under this Agreement or
another Loan  Document.  If, for the purpose of obtaining or enforcing  judgment
against any Loan Party in any court or in any jurisdiction, it becomes necessary
to convert into or from any currency  other than the  Obligation  Currency (such
other  currency  being  hereinafter  referred to as the "JUDGMENT  CURRENCY") an
amount due in the Obligation Currency, the conversion shall be made, at the rate
of  exchange  (as quoted by the  Administrative  Agent or if the  Administrative
Agent does not quote a rate of exchange on such  currency,  by a known dealer in
such currency designated by the Administrative Agent) determined,  in each case,
as of the Business Day  immediately  preceding the date on which the judgment is
given (such Business Day being hereinafter referred to as the "JUDGMENT CURRENCY
CONVERSION Date").

                  (b) If there is a change  in the rate of  exchange  prevailing
between the Judgment Currency  Conversion Date and the date of actual payment of
the amount due, the Company covenants and agrees to pay, or cause to be paid, or
remit,  or cause to be remitted,  such  additional  amounts,  if any (but in any
event not a lesser  amount),  as may be necessary to ensure that the amount paid
in the Judgment Currency,  when converted at the rate of exchange  prevailing on
the date of payment,  will produce the amount of the  Obligation  Currency which
could have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial  award at the rate of exchange  prevailing  on the Judgment
Currency Conversion Date.

                  (c) For  purposes  of  determining  any  rate of  exchange  or
currency  equivalent  for this SECTION  10.17,  such amounts  shall  include any
premium and costs  payable in  connection  with the  purchase of the  Obligation
Currency.

                                     -141-
<PAGE>

                  SECTION 10.18 CONFLICT. To the extent that there is a conflict
or  inconsistency  between  any  provision  hereof,  on the  one  hand,  and any
provision of any other Loan Document,  on the other hand,  this Agreement  shall
control.


                            [Signature Pages Follow]


                                     -142-
<PAGE>










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


                   SYNAGRO TECHNOLOGIES, INC.



                   By:  _________________________________
                        Name:
                        Title:



<PAGE>

                   BANK OF AMERICA, N.A.,
                        Individually


                   By:  _________________________________
                        Name:
                        Title:


                   BANK OF AMERICA, N.A.,
                        as L/C Issuer


                   By:  _________________________________
                        Name:
                        Title:


                   BANK OF AMERICA, N.A.,
                        as Swing Line Lender


                   By:  _________________________________
                        Name:
                        Title:


                   BANK OF AMERICA, N.A.,
                        as Administrative Agent


                   By:  _________________________________
                        Name:
                        Title:

                                      S-2


<PAGE>

                   LEHMAN COMMERCIAL PAPER INC.,
                        Individually


                   By:  _________________________________
                        Name:
                        Title:


                   LEHMAN COMMERCIAL PAPER INC.,
                        as Syndication Agent


                   By:  _________________________________
                        Name:
                        Title:

                                      S-3
<PAGE>

                   CANADIAN IMPERIAL BANK OF COMMERCE


                   By:  _________________________________
                        Name:
                        Title:


                   CIBC WORLD MARKETS CORP.,
                        as Documentation Agent


                   By:  _________________________________
                        Name:
                        Title:
                                      S-4
<PAGE>

                   SIGNATURE  PAGE  TO THE  CREDIT  AGREEMENT  DATED  AS OF
                   APRIL 29, 2005 AMONG SYNAGRO  TECHNOLOGIES,  INC.,  EACH
                   LENDER FROM TIME TO TIME PARTY HERETO,  BANK OF AMERICA,
                   N.A.,  AS  ADMINISTRATIVE  AGENT,  SWING LINE LENDER AND
                   L/C   ISSUER,   LEHMAN   COMMERCIAL   PAPER   INC.,   AS
                   SYNDICATION  AGENT,  AND CIBC WORLD  MARKETS  CORP.,  AS
                   DOCUMENTATION AGENT

                   NAME OF INSTITUTION:

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


                   By:  _________________________________
                        Name:
                       Title:


                                      S-5