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                                                                 Exhibit 10.4(a)

                   FIRST AMENDED AND RESTATED LOAN AGREEMENT

            Agreement, dated the 17th day of September, 2004, by and among
Michael Baker Corporation, a Pennsylvania corporation ("MBC"), Michael Baker,
Jr., Inc., a Pennsylvania corporation ("Michael Baker Jr."), Baker/MO Services,
Inc., a Texas corporation ("Baker/MO"), Baker/OTS, Inc., a Delaware corporation
("Baker/OTS"), Baker Engineering NY, Inc., a New York corporation ("Baker NY"),
(each a "Borrower" and collectively, the "Borrowers"), Citizens Bank of
Pennsylvania, a Pennsylvania banking institution ("Citizens"), the Banks (as
hereinafter defined), and Citizens Bank of Pennsylvania, a Pennsylvania banking
institution (assignee of Mellon Bank, N.A.), as agent for the Banks (in such
capacity, the "Agent").

                              W I T N E S S E T H:

            WHEREAS, pursuant to that certain Loan Agreement, dated September 5,
2001, by and among the Borrowers, Mellon Bank, N.A. ("Mellon"), National City
Bank of Pennsylvania ("NCB"), Fifth Third Bank ("Fifth Third") and Mellon, as
agent, as amended by that certain (i) First Amendment to Loan Agreement, dated
February 20, 2002, by and among the Borrowers, Citizens (as assignee of Mellon),
NCB, Fifth Third and the Agent, (ii) Second Amendment to Loan Agreement, dated
April 26, 2002, by and among the Borrowers, Citizens, NCB, Fifth Third and the
Agent, (iii) Third Amendment to Loan Agreement, dated July 31, 2002, by and
among the Borrowers, Citizens, NCB, Fifth Third and the Agent, (iv) Fourth
Amendment to Loan Agreement, dated March 24, 2003, by and among the Borrowers,
Citizens, NCB, Fifth Third and the Agent, and (v) Fifth Amendment to Loan
Agreement, dated October 27, 2003, by and among the Borrowers, Citizens, NCB,
Fifth Third and the Agent, Citizens, NCB and Fifth Third extended to the
Borrowers a revolving credit facility in the principal amount not to exceed
Forty Million and 00/100 Dollars ($40,000,000.00) (as amended, the "Existing
Loan Agreement"); and

            WHEREAS, the Borrowers desire to amend and restate the Existing Loan
Agreement, among other things, to increase the principal amount of the revolving
credit facility to Sixty Million and 00/100 Dollars ($60,000,000.00), which
shall be used (i) to refinance the Indebtedness under the Existing Loan
Agreement and (ii) for working capital and general corporate purposes, pursuant
to the terms and subject to the conditions set forth herein.

            WHEREAS, the Banks have agreed to such amendment and restatement
pursuant to the terms and subject to the conditions set forth herein.

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained in this Agreement, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

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                                    ARTICLE I

                                   DEFINITIONS

            1.01 Certain Definitions. In addition to other words and terms
defined elsewhere in this Agreement, the following words and terms have the
following meanings, respectively, unless the context otherwise clearly requires:

            "Acquisition" shall mean any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of any Person, or any
business or division of any Person, (b) the acquisition of in excess of fifty
percent (50%) of the capital stock (or other equity interest) of any Person, or
(c) the acquisition of another Person (other than a Subsidiary) by a merger or
consolidation or any other combination with such Person.

            "Advantage" shall mean any payment (whether made voluntarily or
involuntarily by offset of any deposit or other Indebtedness or otherwise)
received by any Bank in respect of the Indebtedness evidenced by the Notes, if
such payment results in that Bank having less than its Pro Rata Share of the
Indebtedness to the Banks pursuant to this Agreement than was the case
immediately before such payment.

            "Affiliate" shall mean, with respect to any Borrower, any Person
that directly or indirectly controls, is controlled by or is under common
control with such Borrower. The term "control" shall mean 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 ownership of voting
securities, by contract or otherwise.

            "Agent" shall mean Citizens, in its capacity as agent for the Banks
under the Loan Documents and any successor appointed pursuant to the provisions
of this Agreement.

            "Agreement" shall mean this Agreement, as amended, modified or
supplemented from time to time.

            "Anti-Terrorism Laws" shall mean any Laws relating to terrorism or
money laundering, including Executive Order No. 13224, the USA Patriot Act, the
Laws comprising or implementing the Bank Secrecy Act, and the Laws administered
by the United States Treasury Department's Office of Foreign Asset Control (as
any of the foregoing Laws may from time to time be amended, renewed, extended,
or replaced).

            "Applicable L/C Margin" shall mean that as set forth in Section 2.06
hereof.

            "Applicable Libor Margin" shall mean that as set forth in Section
2.02(a)(ii) hereof.

            "Applicable Margin" shall mean the Applicable Libor Margin or the
Applicable Prime Margin, as the case may be.

            "Applicable Prime Margin" shall mean that as set forth in Section
2.02(a)(ii) hereof.

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            "Applicable Rate" shall mean, as of the date of determination, the
Prime Rate plus the Applicable Prime Margin or the Libor Rate plus the
Applicable Libor Margin, as the case may be.

            "Assignment Agreement" shall mean that as set forth in Section
8.17(A)(iv) hereof.

            "Authorized Representative" shall mean each Person designated from
time to time, as appropriate, in writing by the Borrowers to the Agent for the
purposes of giving notices of borrowing, conversion or continuation of Loans,
which designation shall continue in force and effect until terminated in writing
by the Borrowers to the Agent.

            "Baker NY" shall mean that as set forth in the preamble hereof.

            "Baker/Mellon Stuart" shall mean Baker/Mellon Stuart Construction,
Inc., a Pennsylvania corporation.

            "Baker/MO" shall mean that as set forth in the preamble hereof.

            "Baker/OTS" shall mean that as set forth in the preamble hereof.

            "Bank" or "Banks" shall mean, singularly or collectively as the
context may require, (i) Citizens Bank of Pennsylvania, a Pennsylvania banking
association with an office located at 525 William Penn Place, Pittsburgh,
Pennsylvania 15219; and (ii) the financial institutions listed on the signature
page hereof and their respective successors and Eligible Assignees.

            "Bank-Provided Hedge" shall mean a Hedging Agreement which is
provided by a Bank or an affiliate of a Bank and with respect to which such Bank
or affiliate of such Bank confirms meets the following requirements: such
Hedging Agreement (i) is documented in a standard International Swap Dealer
Association Agreement or similar agreement satisfactory to such Bank or
affiliate of such Bank, (ii) provides for the method of calculating the
reimbursable amount of the provider's credit exposure in a reasonable and
customary manner, and (iii) is entered into for hedging (rather than
speculative) purposes. The liabilities of the Borrowers to the provider of any
Bank-Provided Hedge shall be "Indebtedness" hereunder.

            "Blocked Person" shall mean that as set forth in Section 3.23(b)
hereof.

            "Borrower" or "Borrowers" shall mean, singularly or collectively as
the context may require, MBC, Michael Baker Jr., Baker/MO, Baker/OTS and Baker
NY.

            "Business Day" shall mean (a) any day which is neither a Saturday or
Sunday nor a legal holiday on which commercial banks are authorized or required
to be closed in Pittsburgh, Pennsylvania; (b) when such term is used to describe
a day on which a payment or prepayment is to be made in respect of a Libor Rate
Loan, any day which is: (i) neither a Saturday or Sunday nor a legal holiday on
which commercial banks are authorized or required to be closed in Pittsburgh,
Pennsylvania; and (ii) a London Banking Day; and (c) when such term is used to
describe a day on which an interest rate determination is to be made in respect
of a Libor Rate Loan, any day which is a London Banking Day.

                                      -3-
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            "Capital Expenditure" shall mean any expenditure made or liability
incurred which is, in accordance with GAAP, treated as a capital expenditure.

            "Capital Lease" shall mean any lease of any tangible or intangible
property (whether real, personal or mixed), however denoted, which is required
by GAAP to be reflected as a liability on the balance sheet of the lessee.

            "Capitalized Lease Obligation" shall mean, with respect to each
Capital Lease, the amount of the liability reflecting the aggregate discounted
amount of future payments under such Capital Lease calculated in accordance with
GAAP, statement of financial accounting standards No. 13 (as supplemented and
modified from time to time), and any corresponding future interpretations by the
Financial Accounting Standards Board or any successor thereto.

            "Change of Control" shall mean that (i) any Person (other than the
Michael Baker Corporation Employee Stock Ownership Plan and Trust) or group
within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as
amended, as in effect on the date of this Agreement, has become the owner of,
directly or indirectly, beneficially or of record, shares representing more than
fifty percent (50%) of the aggregate ordinary voting power represented by the
issued and outstanding capital stock of MBC, or (ii) during any period of twelve
(12) consecutive calendar months, individuals who were directors of MBC on the
first day of such period, together with individuals elected as directors by not
less than a majority of the individuals who were directors of MBC on the first
day of such period, shall cease to hold at least sixty percent (60%) of the
total number of directors of MBC.

            "Citizens" shall mean that as set forth in the preamble hereof.

            "Closing" shall mean the closing of the transactions provided for in
this Agreement on the Closing Date.

            "Closing Date" shall mean September 17, 2004 or such other date upon
which the parties may agree.

            "Code" shall mean the Internal Revenue Code of 1986 as amended,
along with the rules, regulations, decisions and other official interpretations
in connection therewith.

            "Commitment" shall mean, with respect to each Bank, the amount set
forth on Schedule 1 attached hereto and made a part hereof as the amount of each
Bank's commitment to make Revolving Credit Loans (and, in the case of Citizens,
Swing Line Loans) and participate in the issuance of Letters of Credit, as such
amount may be modified from time to time pursuant to Section 8.17(A) hereof.
Schedule 1 shall be amended from time to time to reflect modifications pursuant
to Section 8.17(A) and any other changes to the Commitment of the Banks.

            "Commitment Percentage" shall mean, with respect to each Bank, the
percentage set forth on Schedule 1 attached hereto and made a part hereof as
such Bank's percentage of the aggregate Commitments of all of the Banks, as such
percentage may be changed from time to time in accordance with the terms and
conditions of this Agreement. Schedule 1 shall be amended from time to time to
reflect any changes to the Commitment Percentages.

                                      -4-
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            "Consolidated" shall mean the resulted consolidation of the
financial statements of the Borrowers and their Subsidiaries in accordance with
GAAP, including principles of consolidation consistent with those applied in
preparation of the Consolidated financial statements referred to in Section 3.07
hereof.

            "Current Assets" shall mean, as of the date of determination, the
Consolidated current assets of the Borrowers and their Subsidiaries as
determined in accordance with GAAP.

            "Current Liabilities" shall mean, as of the date of determination,
the Consolidated current liabilities of the Borrowers and their Subsidiaries
determined in accordance with GAAP, plus, without duplication, the Indebtedness
of the Borrowers incurred hereunder.

            "Current Ratio" shall mean, as of the date of determination, the
ratio of Current Assets to Current Liabilities.

            "Distributions" shall mean, for the period of determination, (a) all
distributions of cash, securities or other property (other than capital stock)
on or in respect of any shares of any class of capital stock of any Borrower and
(b) all purchases, redemptions or other acquisitions by any Borrower of any
shares of any class of capital stock of such Borrower, in each case determined
and Consolidated for the Borrowers and their Subsidiaries in accordance with
GAAP, excepting specifically the conversion and/or exchange of any class of
capital stock of any Borrower into or for any other class of capital stock of
such Borrower.

            "EBITDA" shall mean, for the period of determination, (i) Net
Income, plus (ii) Interest Expense, plus (iii) all income taxes included in Net
Income, plus (iv) depreciation, depletion, amortization, and all other non-cash
expenses included in Net Income, in each case determined and Consolidated for
the Borrowers in accordance with GAAP.

            "EBITR" shall mean, for the period of determination, (i) Net Income,
plus (ii) Interest Expense, plus (iii) all income taxes included in Net Income,
plus (iv) all Rent Expense, in each case determined and Consolidated for the
Borrowers and their Subsidiaries in accordance with GAAP.

            "Eligible Assignee" shall mean any commercial bank or non-bank
financial institution organized under the United States of America or any state
thereof including, without limitation, any insurance company, savings bank or
savings and loan association, having total assets in excess of One Billion
Dollars ($1,000,000,000.00).

            "Environmental Laws" shall mean that as set forth in Section 3.13(a)
hereof.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as in effect as of the date of this Agreement and as amended from time to
time in the future.

            "ERISA Affiliate" shall mean a Person which is under common control
with a Borrower within the meaning of Section 414(b) of the Code including, but
not limited to, a Subsidiary of such Borrower.

                                      -5-
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            "Event of Default" shall mean any of the Events of Default described
in Section 7.01 of this Agreement.

            "Excess Amount" shall mean that as set forth in Section 2.01(d)
hereof.

            "Excess Interest" shall mean that as set forth in Section 2.02(c)
hereof.

            "Executive Order No. 13224" shall mean the Executive Order No. 13224
on Terrorist Financing, effective September 24, 2001, as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

            "Existing Letters of Credit" shall mean that as set forth in Section
2.05 hereof.

            "Existing Loan Agreement" shall mean that as set forth in the
recitals hereof.

            "Expiry Date" shall mean September 17, 2008 or such earlier date on
which the Revolving Credit Facility Commitment shall have been terminated
pursuant to this Agreement.

            "Fifth Third" shall mean that as set forth in the recitals hereof.

            "Fiscal Quarter(s)" shall mean the period(s) of January 1 through
March 31, April 1 through June 30, July 1 through September 30, and October 1
through December 31 of each calendar year or such other quarterly fiscal period
as may be approved by the Securities and Exchange Commission at the request of
any Borrower.

            "GAAP" shall mean generally accepted accounting principles (as such
principles may change from time to time), which shall include the official
interpretations thereof by the Financial Accounting Standards Board, applied on
a consistent basis.

            "Hedging Agreements" shall mean foreign exchange agreements,
currency swap agreements, interest rate exchange, swap, cap, collar, adjustable
strike cap, adjustable strike corridor agreements or any other similar hedging
agreements or arrangements entered into by the Borrowers in the ordinary course
of business and not for speculative purposes.

            "Hedging Obligations" shall mean all liabilities of the Borrowers
under Hedging Agreements.

            "Incentive Pricing Effective Date" shall mean that as set forth in
Section 2.02(a)(ii) hereof.

            "Indebtedness" shall mean, for any Borrower or its Subsidiaries (i)
all obligations for borrowed money, direct or indirect, incurred, assumed, or
guaranteed (including, without limitation, all notes payable and drafts accepted
representing extensions of credit, all obligations evidenced by bonds,
debentures, notes or similar instruments, all obligations on which interest
charges are customarily paid, all obligations under conditional sale or other
title retention agreements, all obligations for the deferred purchase price of
capital assets and all obligations issued or assumed as full or partial payment
for property), (ii) all obligations secured by any Lien existing on property
owned or acquired subject thereto, whether or not the obligations secured
thereby shall have been

                                      -6-
<PAGE>

assumed (excluding specifically all obligations under Operating Leases), (iii)
all reimbursement obligations (contingent or otherwise), (iv) all indebtedness
represented by obligations under a Capital Lease and the amount of such
indebtedness shall be the Capitalized Lease Obligations with respect to such
Capital Lease, (v) all Hedging Obligations and all obligations (contingent or
otherwise) under any letter of credit, banker's acceptance, guaranty or
indemnification agreement, (vi) all obligations to advance funds to, or to
purchase assets, property or services from, any other Person in order to
maintain the financial condition of such Person and (vii) any other transaction
(including forward sale or purchase agreements) having the commercial effect of
a borrowing of money entered into by such Borrower to finance its operations or
capital requirements.

            "Indemnitees" shall mean that as set forth in Section 9.16 hereof.

            "Indemnified Liabilities" shall mean that as set forth in Section
9.16 hereof.

            "Interest and Rent Coverage Ratio" shall mean, as of the date of
determination, the ratio of (i) EBITR to (ii) the sum of all Interest Expense
and Rent Expense.

            "Interest Expense" shall mean, for the period of determination, all
interest accruing during such period on Indebtedness, including, without
limitation, all interest required under GAAP to be capitalized during such
period, in each case determined and Consolidated for the Borrowers and their
Subsidiaries in accordance with GAAP.

            "Interest Period" shall mean, with respect to any Libor Rate Loan,
the period commencing on the date such Loan is made as, continued as or
converted into a Libor Rate Loan and ending on the last day of such period as
selected by the Borrowers pursuant to the provisions below and, thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of such period, as selected by the
Borrowers pursuant to the provisions below. The duration of each Interest Period
for any Libor Rate Loan shall be for any number of months selected by the
Borrowers upon notice as set forth in Section 2.01(c), provided that:

                  (i) the Interest Period for any Libor Rate Loan shall be one
(1), two (2), three (3) or six (6) months or such other period as may be agreed
upon by the Borrowers and the Banks;

                  (ii) Interest Periods for Libor Rate Loans in connection with
which any Borrower has or may incur Hedging Obligations with any Bank shall be
of the same duration as the relevant periods set under the applicable
Bank-Provided Hedge;

                  (iii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall occur on the next succeeding Business Day, provided that
if such extension of time would cause the last day of such Interest Period to
occur in the next following calendar month, the last day of such Interest Period
shall occur on the last Business Day immediately preceding the last day of such
Interest Period;

                  (iv) if the Borrowers continue any Libor Rate Loan for an
additional Interest Period, the first day of the new Interest Period shall be
the last day of the preceding

                                      -7-
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Interest Period; however, interest shall only be charged once for such day at
the rate applicable to the Libor Rate Loan for the new Interest Period;

                  (v) if the Borrowers fail to so select the duration of any
Interest Period, the duration of such Interest Period shall be one (1) month;
and

                  (vi) the last day of any Interest Period shall not occur after
the Expiry Date.

            "Law" shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or
award of any Official Body.

            "Letter of Credit" or "Letters of Credit" shall mean, singularly or
collectively as the context may require, the letters of credit issued in
accordance with Section 2.05 hereof.

            "Letter of Credit Commission" shall mean that as set forth in
Section 2.06 hereof.

            "Letter of Credit Face Amount" shall mean, for each Letter of
Credit, the face amount of such Letter of Credit.

            "Letter of Credit Related Documents" shall mean any agreements or
instruments relating to a Letter of Credit.

            "Letter of Credit Reserve" shall mean, at any time, an amount equal
to (a) the aggregate Letter of Credit Undrawn Availability at such time plus,
without duplication, (b) the aggregate amount theretofore paid by the issuer
under the Letters of Credit and not debited to the Borrowers' account or
otherwise reimbursed by the Borrowers.

            "Letter of Credit Undrawn Availability" shall mean, at any time, the
maximum amount available to be drawn at such time under all then outstanding
Letters of Credit, including any amounts drawn thereunder and not reimbursed,
regardless of the existence or satisfaction of any conditions or limitations on
drawing.

            "Leverage Ratio" shall mean, as of the date of determination, the
ratio of (i) Indebtedness, as Consolidated for the Borrowers and their
Subsidiaries in accordance with GAAP, to (ii) EBITDA.

            "Libor Advantage Loan Interest Payment Date" shall mean, initially,
October 1, 2004, and thereafter the numerically corresponding date of each
month. If a month does not contain a day that numerically corresponds to the
date of the Libor Advantage Loan Interest Payment Date, the Libor Advantage Loan
Interest Payment Date shall be the last day of such month.

            "Libor Advantage Loan Interest Period" shall mean, initially, the
period commencing on the Closing Date (the "Start Date") and ending on the
numerically corresponding date one (1) month later, and thereafter each one (1)
month period ending on the day of such month that numerically corresponds to the
Start Date. If a Libor Advantage Loan Interest Period is to end in a month for
which there is no day which numerically corresponds to the Start Date, the Libor
Advantage Loan Interest Period will end on the last day of such month.

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            "Libor Advantage Rate" shall mean, relative to any Libor Advantage
Loan Interest Period, the offered rate for delivery in two (2) London Banking
Days (as defined below) of deposits of U.S. Dollars which the British Bankers'
Association fixes as its LIBOR rate and which appears on the Dow Jones Market
Service (formerly known as Telerate) page 3750 as of 11:00 a.m. London time on
the day on which the Libor Advantage Loan Interest Period commences, and for a
period approximately equal to such Libor Advantage Loan Interest Period. If the
first (1st) day of any Libor Advantage Loan Interest Period is not a day which
is both a (i) Business Day, and (ii) (a London Banking Day, the Libor Advantage
Rate shall be determined in reference to the next preceding day which is both a
Business Day and a London Banking Day. If for any reason the Libor Advantage
Rate is unavailable and/or the Swing Line Lender is unable to determine the
Libor Advantage Rate for any Libor Advantage Loan Interest Period, the Libor
Advantage Rate shall be deemed to be equal to the Prime Rate.

            "Libor Advantage Rate Loan" shall mean any Loan that bears interest
with reference to the Libor Advantage Rate.

            "Libor Lending Rate" means, relative to any Libor Rate Loan to be
made, continued or maintained as, or converted into, a Libor Rate Loan for any
Interest Period, a rate per annum determined pursuant to the following formula:

                 Libor Lending Rate      =              Libor Rate
                                             --------------------------------
                                             (1.00 - Libor Reserve Percentage)

            "Libor Rate" means relative to any Interest Period for Libor Rate
Loans, the offered rate for deposits of U.S. dollars in an amount approximately
equal to the amount of the requested Libor Rate Loan for a term coextensive with
the designated Interest Period which the British Bankers' Association fixes as
its Libor rate and which appears on the Dow Jones Markets Service (formerly
known as Telerate) Page 3750 as of 11:00 a.m. London time on the day which is
two (2) London Banking Days prior to the beginning of such Interest Period.

            "Libor Rate Loan" shall mean any Loan that bears interest with
reference to the Libor Rate.

            "Libor Reserve Percentage" means, relative to any day of any
Interest Period for Libor Rate Loans, the maximum aggregate (without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements (including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements) under any regulations of the Board of Governors
of the Federal Reserve System (the "Board") or other governmental authority
having jurisdiction with respect thereto as issued from time to time and then
applicable to assets or liabilities consisting of "Eurocurrency Liabilities", as
currently defined in Regulation D of the Board, having a term approximately
equal or comparable to such Interest Period.

            "Lien" shall mean any mortgage, deed of trust, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature including, but not limited to, any conditional sale or title retention
arrangement, and any assignment, deposit arrangement (other than escrow
deposits) or lease intended as, or having the effect of, security.

                                      -9-
<PAGE>

            "Loan" or "Loans" shall mean, singularly or collectively, as the
context may require, the Revolving Credit Loans, the Swing Line Loans and any
other credit to any Borrower extended by any Bank in accordance with Article II
hereof as evidenced by the Notes, as the case may be.

            "Loan Account" shall mean that as set forth in Section 2.14 hereof.

            "Loan Document" or "Loan Documents" shall mean, singularly or
collectively as the context may require, (i) this Agreement, (ii) the Notes,
(iii) the Notice of Waiver of Rights, (iv) the Letters of Credit, (v) the Letter
of Credit Related Documents and (vi) any and all other documents, instruments,
certificates and agreements executed and delivered in connection with this
Agreement, as any of them may be amended, modified, extended or supplemented
from time to time.

            "London Banking Day" means a day on which dealings in U.S. dollar
deposits are transacted in the London interbank market.

            "Majority Banks" shall mean the Banks whose Commitment Percentages
aggregate at least fifty-one percent (51%) of the Total Commitment Amount or, if
there is any borrowing hereunder, the holders of at least fifty-one percent
(51%) of the amount outstanding under the Notes.

            "Material Adverse Change" shall mean a material adverse change in
the (a) business, operations or condition (financial or otherwise) of MBC and
its Subsidiaries taken as a whole; (b) the ability of the Borrowers,
collectively, to perform any of their payment or other material obligations
under this Agreement or any of the other Loan Documents to which they are a
party; or (c) the legality, validity, or enforceability of the obligations of
any Borrower under this Agreement or any of the other Loan Documents.

            "Material Adverse Effect" shall mean a material adverse effect on
(a) the business, operations or condition (financial or otherwise) of MBC and
its Subsidiaries taken as a whole; (b) the ability of the Borrowers,
collectively, to perform any of their payment or other material obligations
under this Agreement or any of the other Loan Documents to which they are a
party; or (c) the legality, validity, or enforceability of the obligations of
any Borrower under this Agreement or any of the other Loan Documents.

            "Maximum Rate" shall mean that as set forth in Section 2.02(c)
hereof.

            "MBC" shall mean that as set forth in the preamble hereof.

            "Measurement Quarter" shall mean that as set forth in Section
2.02(a)(ii) hereof.

            "Mellon" shall mean that as set forth in the recitals hereof.

            "Michael Baker, Jr." shall mean that as set forth in the preamble
hereof.

            "NCB" shall mean that as set forth in the recitals hereof.

                                      -10-
<PAGE>

            "Net Income" shall mean, for the period of determination, net income
(after taxes), excluding, however, extraordinary gains, in each case determined
and Consolidated for the Borrowers and their Subsidiaries in accordance with
GAAP.

            "Note" or "Notes" shall mean, singularly or collectively as the
context may require, the Revolving Credit Notes, the Swing Line Note and any
other note of the Borrowers executed and delivered pursuant to this Agreement,
as any such note may be amended, modified or supplemented from time to time,
together with all extensions, renewals, refinancings or refundings in whole or
in part.

            "Notice of Waiver of Rights" shall mean the Notice of Waiver of
Rights Regarding Warrants of Attorney, Execution Rights and Waiver of Rights to
Prior Notice and Judicial Hearing, dated of even date herewith, made by the
Borrowers to the Agent, as amended, modified or supplemented from time to time.

            "Notices" shall mean that as set forth in Section 9.04 hereof.

            "Office", when used in connection with (i) Citizens or the Agent,
shall mean its designated office located at 525 William Penn Place, Pittsburgh,
Pennsylvania 15219 or such other office of Citizens or the Agent as Citizens or
the Agent may designate in writing from time to time, or (ii) any other Bank,
shall mean its designated office identified on Schedule 1 attached hereto and
made a part hereof with respect to such Bank or such other office of such Bank
as such Bank may designate in writing from time to time.

            "Official Body" means any government or political subdivision or any
agency, authority, bureau, central bank, board, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

            "Operating Leases" shall mean all leases other than Capital Leases.

            "Owner's Equity" means, as of the date of determination, (i) net
worth minus (ii) the aggregate amount of all investments made pursuant to
Section 6.04(h) hereof, less accumulated Distributions and other returns of
capital directly related to such investments, in each case determined and
Consolidated for the Borrowers and their Subsidiaries in accordance with GAAP.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Title IV of ERISA.

            "Person" shall mean an individual, corporation, limited liability
company, partnership, joint venture, trust, or unincorporated organization or
government or agency or political subdivision thereof.

            "Plan" shall mean any deferred compensation program, including both
single and multi-employer plans, subject to Title IV of ERISA and established
and maintained for employees, officers or directors of any Borrower or any
Subsidiary or any ERISA Affiliate.

            "Potential Default" shall mean any event or condition which with
notice or passage of time, or any combination of the foregoing, would constitute
an Event of Default.

                                      -11-
<PAGE>

            "Preference" shall mean that as set forth in Section 8.13 hereof.

            "Prime Rate" shall mean that rate of interest per annum announced by
the Agent from time to time as its Prime Rate, which may not represent the
lowest rate charged by the Agent to other borrowers at any time or from time to
time.

            "Prime Rate Loan" shall mean any Loan that bears interest with
reference to the Prime Rate.

            "Pro Rata Share" shall mean, with respect to each Bank, its
Commitment Percentage.

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

            "Refunded Swing Line Loans" shall mean as set forth in Section
2.01.5(d) hereof.

            "Register" shall mean that as set forth in Section 8.17(A)(vii)
hereof.

            "Regulations" shall mean that as set forth in Section 9.17 hereof.

            "Rent Expense" shall mean all items included as rent expense in the
audited financial statements of the Borrowers and their Subsidiaries submitted
pursuant to Section 5.01(a) hereof, in each case determined and Consolidated for
the Borrowers and their Subsidiaries in accordance with GAAP; provided, however,
for any period of determination for which Rent Expense must be estimated in good
faith by the Borrowers in accordance with the terms of this Agreement, Rent
Expense shall be determined and Consolidated for the Borrowers and their
Subsidiaries in accordance with sound accounting principles.

            "Reportable Event" shall mean any of the events set forth in Section
4043(b) of ERISA or the regulations thereunder, except any such event as to
which the provision for thirty (30) days notice to the PBGC is waived under
applicable regulations.

            "Reporting Quarter" shall mean that as set forth in Section
2.02(a)(ii) hereof.

            "Required Deductions" shall mean that as set forth in Section 2.13
hereof.

            "Revolving Credit Commitment" shall mean, with respect to each Bank,
the amount set forth on Schedule 1 attached hereto and made a part hereof as the
amount of such Bank's commitment to make Revolving Credit Loans.

            "Revolving Credit Facility Commitment" shall mean that as set forth
in Section 2.01(a) hereof.

            "Revolving Credit Loans" shall mean that as set forth in Section
2.01(a) hereof.

                                      -12-
<PAGE>

            "Revolving Credit Note" or "Revolving Credit Notes" shall mean,
singularly or collectively, as the context may require, the Revolving Credit
Notes of the Borrowers delivered in accordance with Section 2.01(b) hereof
together with all amendments, extensions, renewals, replacements, refinancings
or refundings thereof in whole or in part.

            "Subsidiary" or "Subsidiaries" of a Borrower shall mean, singularly
or collectively as the context may require, (i) any corporation more than fifty
percent (50%) of whose capital stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of such
corporation is owned (directly or indirectly) by such Borrower and/or one or
more Subsidiaries of such Borrower, (ii) any partnership, association, joint
venture or other entity in which such Borrower and/or one or more Subsidiaries
of such Borrower has more than a fifty percent (50%) equity interest and (iii)
any entity that is required to be Consolidated under FASB Interpretation #46 (as
revised) (Consolidation of variable interest entities); provided, however, that
with respect to the representations and warranties set forth in Article III
hereof only, the terms "Subsidiary" and "Subsidiaries", as they relate to MBC,
shall mean Michael Baker Jr., Baker/MO, Baker/OTS and Baker NY.

            "Swing Line Lender" shall mean Citizens, in its capacity as Swing
Line Lender, or any Person serving as a successor Swing Line Lender hereunder.

            "Swing Line Loan Facility" shall mean as set forth in Section
2.01.5(a) hereof.

            "Swing Line Loans" shall mean the Loans made by the Swing Line
Lender to the Borrowers pursuant to Section 2.01.5 hereof.

            "Swing Line Note" shall mean the First Amended and Restated Swing
Line Note, dated of even date herewith, made by the Borrowers to the Swing Line
Lender, as amended, modified or supplemented from time to time, together with
all extensions, renewals, refinancings or refundings in whole or in part.

            "Termination Event" shall mean (i) a Reportable Event, (ii) the
termination of a single employer Plan or the treatment of a single employer Plan
amendment as the termination of such Plan under Section 4041 of ERISA, or the
filing of a notice of intent to terminate a single employer Plan, or (iii) the
institution of proceedings to terminate a single employer Plan by the PBGC under
Section 4042 of ERISA, or (iv) the appointment of a trustee to administer any
single employer Plan.

            "Total Commitment Amount" shall mean the obligation of the Banks
hereunder to make Revolving Credit Loans up to the maximum aggregate principal
amount of Sixty Million and 00/100 Dollars ($60,000,000.00).

            "USA Patriot Act" shall mean the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56, as the same has been, or shall hereafter be,
renewed, extended, amended or replaced.

                                      -13-
<PAGE>

            1.02 Construction and Interpretation.

                  (a) Obligations of and References to Borrowers. Each and every
obligation of the Borrowers contained in this Agreement or any Loan Document,
whether or not expressly stated, shall be the joint and several obligations of
the Borrowers. Any and all references to the Borrowers contained in any
representation or covenant of the Borrowers' hereunder shall be a representation
or covenant with respect to each and every Borrower, both individually and
collectively.

                  (b) Construction. Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular, the
singular the plural, the part the whole and "or" has the inclusive meaning
represented by the phrase "and/or". References in this Agreement to "judgments"
of the Agent and the Banks include good faith estimates by the Agent and the
Banks (in the case of quantitative judgments) and good faith beliefs by the
Agent and the Banks (in the case of qualitative judgments). The definition of
any document or instrument includes all schedules, attachments, and exhibits
thereto and all renewals, extensions, supplements, restatements and amendments
thereof. "Hereunder", "herein", "hereto", "hereof", "this Agreement" and words
of similar import refer to this entire document; "including" is used by way of
illustration and not by way of limitation, unless the context clearly indicates
to the contrary; and any action required to be taken by any Borrower or all of
the Borrowers is to be taken promptly, unless the context clearly indicates to
the contrary.

                  (c) Accounting Terms. Any accounting term not specifically
defined in Section 1.01 hereof shall have the meaning ascribed thereto by GAAP.

                                   ARTICLE II

                               THE CREDIT FACILITY

            2.01 Revolving Credit Facility Commitment.

                  (a) Revolving Credit Loans. Subject to the terms and
conditions and relying upon the representations and warranties set forth in this
Agreement, the Notes and the other Loan Documents, the Banks severally (but not
jointly) agree to make loans (the "Revolving Credit Loans") to the Borrowers at
any time or from time to time on or after the Closing Date and to and including
the Business Day immediately preceding the Expiry Date in an aggregate principal
amount which, when combined with the aggregate principal amount of all Swing
Line Loans outstanding and the aggregate Letter of Credit Undrawn Availability,
shall not exceed at any one time outstanding Sixty Million and 00/100 Dollars
($60,000,000.00) (the "Revolving Credit Facility Commitment"); provided,
however, that no Bank shall be required to make Revolving Credit Loans (or
participate in the issuance of Letters of Credit) in an aggregate principal
amount outstanding at any one time exceeding such Bank's Commitment. The
Revolving Credit Loans shall be made pro rata in accordance with each Bank
Commitment Percentage. Within the limits of time and amount set forth in this
Section 2.01, and subject to the provisions of this Agreement including, without
limitation, the Banks' right to demand repayment of the Revolving Credit Loans
upon the occurrence of an Event of Default, the Borrowers may borrow, repay and
reborrow under this Section 2.01; provided, however, that if

                                      -14-
<PAGE>

the Borrowers prepay any Libor Rate Loan on a day other than the last day of the
applicable Interest Period for such Libor Rate Loan, then the Borrowers shall
comply with the terms and conditions of Section 2.11(c) with respect to such
prepayment.

                  (b) Revolving Credit Note. The joint and several obligations
of the Borrowers to repay the unpaid principal amount of the Revolving Credit
Loans made to the Borrowers by each Bank and to pay interest on the unpaid
principal amount thereof is evidenced in part by the Revolving Credit Notes of
the Borrowers, dated the Closing Date, in substantially the form of Exhibit "A"
attached hereto and made a part hereof, with the blanks appropriately filled.
Each Revolving Credit Note shall be payable to the order of a Bank in a
principal amount equal to such Bank's Revolving Credit Commitment. The executed
Revolving Credit Notes will be delivered by the Borrowers to the Banks on the
Closing Date.

                  (c) Making, Continuing or Converting of Revolving Credit
Loans. Subject to the terms and conditions set forth in this Agreement and the
other Loan Documents, and provided that the Borrowers have satisfied all
applicable conditions specified in Article IV hereof, the Banks shall make
Revolving Credit Loans to the Borrowers which, as selected by the Borrowers
pursuant to this Section 2.01(c), shall be Prime Rate Loans or Libor Rate Loans.
In addition, subject to the terms and conditions set forth below, the Borrowers
shall have the opportunity to (i) convert Prime Rate Loans into Libor Rate
Loans, (ii) convert Libor Rate Loans into Prime Rate Loans or (iii) continue
Libor Rate Loans as Libor Rate Loans for additional Interest Periods.

                        (i) Each Revolving Credit Loan that is made as or
converted (from a Libor Rate Loan) into a Prime Rate Loan shall be made or
converted on such Business Day and in such amount as an Authorized
Representative of the Borrowers shall request by written or telephonic notice
(confirmed promptly, but in no event later than one Business Day thereafter, in
writing) received by the Agent no later than 10:00 a.m. (Pittsburgh,
Pennsylvania time) on the date of requested disbursement of or conversion into
the requested Prime Rate Loan. Subject to the terms and conditions of this
Agreement, on each borrowing date, the Agent shall make the proceeds of the
Prime Rate Loan available to the Borrowers at the Agent's Office in immediately
available funds not later than 2:00 p.m. (Pittsburgh, Pennsylvania time). Unless
an Authorized Representative of the Borrowers shall provide the Agent with the
required written notice to convert a Prime Rate Loan into a Libor Rate Loan on
or prior to the third (3rd) Business Day prior to the date of requested
conversion, such Prime Rate Loan shall automatically continue as a Prime Rate
Loan.

                        (ii) Each Revolving Credit Loan that is made as,
continued as or converted (from a Prime Rate Loan) into a Libor Rate Loan shall
be made, continued or converted, on such Business Day, in such amount (greater
than or equal to One Million and 00/100 Dollars ($1,000,000.00); provided,
however, that any amount in excess of One Million and 00/100 Dollars
($1,000,000.00) may only be in increments of Five Hundred Thousand and 00/100
Dollars ($500,000.00)) and with such an Interest Period as an Authorized
Representative of the Borrowers shall request by written or telephonic notice
(confirmed promptly, but in no event later than one Business Day thereafter, in
writing) received by the Agent no later than 10:00 a.m. (Pittsburgh,
Pennsylvania time) on the third (3rd) Business Day prior to the requested date
of disbursement of, continuation of or conversion into the requested Libor Rate
Loan.

                                      -15-
<PAGE>

Subject to the terms and conditions of this Agreement, on each borrowing date,
the Agent shall make the proceeds of the Libor Rate Loan available to the
Borrowers at the Agent's Office in immediately available funds, no later than
10:00 a.m. (Pittsburgh, Pennsylvania time). In addition, in the event that the
Borrowers desire to continue a Libor Rate Loan for an additional Interest
Period, an Authorized Representative of the Borrowers shall provide the Agent
with written notice thereof on or prior to the third (3rd) Business Day prior to
the expiration of the applicable Interest Period. In the event that an
Authorized Representative of the Borrowers fails to provide the Agent with the
required written or telephonic notice (confirming promptly, but in no event
later than one Business Day thereafter, in writing) on or prior to the third
(3rd) Business Day prior to the expiration of the applicable Interest Period for
a Libor Rate Loan, the Borrowers shall be deemed to have given written notice
that such Loan shall be converted into a Prime Rate Loan on the last day of the
applicable Interest Period. Notwithstanding anything contained herein to the
contrary, there shall not be more than four (4) Revolving Credit Loans that are
Libor Rate Loans outstanding at any time. Each written notice of any Libor Rate
Loan shall be irrevocable and binding on the Borrowers and the Borrowers shall
indemnify the Agent and the Banks against any loss or expense incurred by the
Banks as a result of any failure by the Borrowers to consummate such transaction
calculated as set forth in Section 2.11(c) hereof.

                        (iii) Each Bank hereby authorizes the Agent to make all
Loans that are requested by the Borrowers on the proposed date of disbursement.
Upon receipt of a request to make, continue or convert a Revolving Credit Loan
hereunder, the Agent shall promptly, but in no event later than 12:00 noon
(Pittsburgh, Pennsylvania time) on the date of the receipt of such request,
advise each of the Banks of the proposed date of disbursement, continuation or
conversion, the amount and type of each such Revolving Credit Loan, the
applicable Interest Period and the Bank's Commitment amount thereof. Each Bank
shall remit its Commitment Percentage of the principal amount of each Revolving
Credit Loan to the Agent at the Office of the Agent in immediately available
funds no later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the applicable
date of disbursement. If the amount of such Bank's Commitment Percentage is not
made available to the Agent by such Bank on the applicable borrowing date, the
Agent shall not be required to fund such Bank's Commitment Percentage of the
Revolving Credit Loans on the applicable borrowing date; provided, however, the
Agent may elect in its sole discretion to fund such Bank's Commitment Percentage
on the applicable borrowing date, and such Bank shall be subject to the
repayment obligations set forth below.

                        (iv) The Agent may assume that each Bank has made or
will make the proceeds of a Loan available to the Agent unless the Agent shall
have been notified by such Bank on or before the later of (a) the close of
business on the Business Day preceding the applicable borrowing date with
respect to the Loan, or (b) one (1) hour before the time on which the Agent
actually funds the proceeds of such Loan to the Borrowers (whether using its own
funds pursuant to this subsection or using proceeds deposited with the Agent by
the Banks and whether such funding occurs before or after the time on which the
Banks are required to deposit the proceeds of such Loan with the Agent). The
Agent may, in reliance upon such assumption (but shall not be required to), make
available to the Borrowers a corresponding amount. If such corresponding amount
is not in fact made available to the Agent by such Bank, the Agent shall be
entitled to recover such amount on demand from such Bank (or, if such Bank fails
to pay such amount, forthwith upon such demand from the Borrowers) together with
interest thereon, in respect of each day during the period commencing on the
date such amount was made

                                      -16-
<PAGE>

available to the Borrowers and ending on the date the Agent recovers such
amount, at a rate per annum equal to (y) the Prime Rate during the first three
(3) days after such interest shall begin to accrue and (z) the Applicable Rate
in respect of such Loan after the end of such three (3) day period.

                  (d) Maximum Principal Balance of Revolving Credit Loans and
Letter of Credit Undrawn Availability. The sum of the aggregate principal amount
of all Revolving Credit Loans outstanding, the sum of the aggregate principal
amount of all Swing Line Loans outstanding and the aggregate Letter of Credit
Undrawn Availability shall not exceed the amount of the Revolving Credit
Facility Commitment. The Borrowers agree that if at any time the sum of the
aggregate principal amount of all Revolving Credit Loans outstanding, the sum of
the aggregate principal amount of all Swing Line Loans outstanding and the
aggregate Letter of Credit Undrawn Availability exceeds the amount of the
Revolving Credit Facility Commitment (the "Excess Amount"), the Borrowers shall
promptly, but in no event later than one (1) Business Day thereafter, pay to the
Agent (for the ratable benefit of the Banks) such Excess Amount. If not sooner
paid, the entire principal balance of all outstanding Revolving Credit Loans,
together with all unpaid accrued interest thereon, and all other sums and costs
owed to the Agent and the Banks by the Borrowers pursuant to this Agreement,
shall be immediately due and payable on the Expiry Date, without notice,
presentment or demand of any kind.

            2.01.5 Swing Line Loan Facility.

                  (a) Swing Line Loans. Subject to the terms and conditions and
relying upon the representations and warranties set forth in this Agreement and
the other Loan Documents, the Swing Line Lender may, in its sole and absolute
discretion, make available to the Borrowers at any time and from time to time
during the period from the Closing Date through and including the Business Day
immediately preceding the earlier of (i) the date upon which the aggregate
unpaid principal balance of the Swing Line Loans become due and payable by
demand or (ii) the Expiry Date, by making Swing Line Loans to the Borrowers in
an aggregate principal amount not exceeding at any one time outstanding Five
Million and 00/100 Dollars ($5,000,000.00) (the "Swing Line Loan Facility"). If
not sooner paid, each Swing Line Loan, all unpaid interest thereon and all other
sums and costs incurred hereunder with respect to such Swing Line Loan shall be
immediately due and payable on the earlier of (i) thirty (30) Business Days from
the date such Swing Line Loan was made, (ii) demand or (iii) the Expiry Date,
without notice, presentment or demand (unless payable by demand). Within the
limits of time and amount set forth in this Section 2.01.5, and subject to the
provisions of this Agreement including, without limitation, the Swing Line
Lender's right to demand repayment of the Swing Line Loans at any time with or
without the occurrence of an Event of Default, the Borrowers may borrow, repay
and reborrow under this Section 2.01.5.

                  (b) Swing Line Note. The obligation of the Borrowers to repay
the unpaid principal amount of the Swing Line Loans made to the Borrowers by the
Swing Line Lender and to pay interest on the unpaid principal amount thereof
will be evidenced by the Swing Line Note of the Borrowers. The executed Swing
Line Note will be delivered by the Borrowers to the Swing Line Lender on the
Closing Date.

                                      -17-
<PAGE>

                  (c) Making Swing Line Loans. Subject to the terms and
conditions set forth in this Agreement and the other Loan Documents, and
provided that the Borrowers have satisfied all applicable conditions specified
in Article IV hereof, the Swing Line Lender may, in its sole and absolute
discretion, make Swing Line Loans to the Borrowers on such Business Day and in
such amount as (i) an Authorized Representative of the Borrowers shall request
by written or telephonic notice (confirmed promptly, but in no event later than
one (1) Business Day thereafter in writing) received by the Swing Line Lender no
later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the date of requested
disbursement of the Swing Line Loan or (ii) otherwise agreed to by the Borrowers
and the Swing Line Lender in accordance with the Cash Management Master
Agreement, dated March 24, 2003, by and among the Swing Line Lender and the
Borrowers which incorporates by reference the Cash Sweep Terms and Conditions
executed by the Borrowers and accepted by the Swing Line Lender on March 24,
2003 (collectively, the "Cash Management Agreement"). Subject to the terms and
conditions of this Agreement and the terms and conditions of the Cash Management
Agreement, on each borrowing date, the Swing Line Lender shall make the proceeds
of the Swing Line Loan available to the Borrowers at the Swing Line Lender's
Office in immediately available funds not later than 2:00 p.m., Pittsburgh,
Pennsylvania time. Notwithstanding anything contained herein, the Swing Line
Lender shall notify the Borrowers prior to terminating the Swing Line Loan
Facility and/or the services provided under the Cash Management Agreement. The
Swing Line Lender shall give notice to the Agent no later than 10:00 a.m.
(Pittsburgh, Pennsylvania time) of the next Business Day or such other time as
the Agent and the Swing Line Lender may agree of the amount of each such Swing
Line Loan.

                  (d) Refunded Swing Line Loans. With respect to any Swing Line
Loans, the Swing Line Lender may, at any time in its sole and absolute
discretion, deliver to the Agent (with a copy to the Borrowers), no later than
10:00 a.m. (Pittsburgh, Pennsylvania time) on the first (1st) Business Day
immediately preceding the proposed date of disbursement, a notice (which shall
be deemed to be a notice of borrowing given by an Authorized Representative)
requesting the Banks to make Revolving Credit Loans that are Prime Rate Loans on
such date in an amount equal to the amount of such Swing Line Loans outstanding
on the date such notice is given which the Swing Line Lender requests the Banks
to prepay (the "Refunded Swing Line Loans"). Anything contained in this
Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving
Credit Loans made by Banks other than the Swing Line Lender shall be immediately
delivered by the Agent to the Swing Line Lender (and not to the Borrowers) and
applied to repay a corresponding portion of the Refunded Swing Line Loans and
(ii) on the day such Revolving Credit Loans are made, the Swing Line Lender's
Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with
the proceeds of a Revolving Credit 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 no longer be due under the Swing Line
Note of the Swing Line Lender but shall instead constitute part of the Swing
Line Lender's outstanding Revolving Credit Loans and shall be due under the
Revolving Credit Note of the Swing Line Lender.

                  Anything contained herein to the contrary notwithstanding,
each Bank's obligation to make Revolving Credit Loans for the purpose of
repaying any Refunded Swing Line Loans pursuant to the immediately preceding
paragraph shall be absolute and unconditional and shall not be affected by any
circumstance, including (a) any set-off, counterclaim,

                                      -18-
<PAGE>

recoupment, defense or other right which such Bank may have against the Swing
Line Lender, the Borrowers or any other Person for any reason whatsoever; (b)
the occurrence or continuation of an Event of Default or a Potential Default;
(c) any Material Adverse Change; (d) any breach of this Agreement or any other
Loan Document by the Borrowers; or (e) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing; provided that
such obligations of each Bank are subject to the condition that (X) the Swing
Line Lender believed in good faith that all conditions under Article IV to the
making of the applicable Swing Line Loans were satisfied at the time such Swing
Line Loans were made or (Y) the satisfaction of any such condition not satisfied
had been waived in writing by the Banks prior to or at the time such Swing Line
Loans were made.

            2.02 Interest Rates.

                  (a) Interest on the Revolving Credit Loans and Swing Line
Loans. Subject to the terms and conditions of this Agreement, the aggregate
outstanding principal balance of the Swing Line Loans shall be Libor Advantage
Rate Loans which shall bear interest during each applicable Libor Advantage Loan
Interest Period at the Libor Advantage Rate plus the Applicable Libor Margin as
determined below and the aggregate outstanding principal balance of the
Revolving Credit Loans shall be, at the option of the Borrowers as selected
pursuant to Section 2.01(c) hereof, (x) Prime Rate Loans which shall bear
interest for each day at the rates set forth below or (y) Libor Rate Loans which
shall bear interest during each applicable Interest Period at the rates set
forth below:

                        (i) Subject to the terms and conditions of this
Agreement, on the Closing Date and through the day immediately preceding the
first Incentive Pricing Effective Date, (x) Revolving Credit Loans that are
Prime Rate Loans shall bear interest for each day at a rate per annum equal to
the Prime Rate plus the Applicable Prime Margin corresponding to Tier I as set
forth below, (y) Revolving Credit Loans that are Libor Rate Loans shall bear
interest during each applicable Interest Period at a rate per annum equal to the
Libor Rate plus the Applicable Libor Margin corresponding to Tier I as set forth
below, and (z) Swing Line Loans shall bear interest during each applicable Libor
Advantage Loan Interest Period at a rate per annum equal to the Libor Advantage
Rate plus the Applicable Libor Margin corresponding to Tier I as set forth
below;

                        (ii) Subject to the terms and conditions of this
Agreement, during each Fiscal Quarter, in accordance with Section 5.01(b)
hereof, the Borrowers shall submit to the Agent and the Banks quarterly
financial statements (the Fiscal Quarter in which such financial statements are
required to be received by the Agent and the Banks is the "Reporting Quarter")
as of the last day of the Fiscal Quarter immediately preceding such Reporting
Quarter (with respect to any Reporting Quarter, the Fiscal Quarter immediately
preceding such Reporting Quarter is the "Measurement Quarter"). Upon receipt of
such quarterly financial statements by the Agent and the Banks in accordance
with Section 5.01(b), the Borrowers' Leverage Ratio shall be calculated as of
the last day of the Measurement Quarter ending September 30, 2004 and as of the
last day of each Measurement Quarter thereafter. From the first day of the first
full calendar month following the Agent's and the Banks' receipt of such
quarterly financial statements (the "Incentive Pricing Effective Date") until
the next Incentive Pricing Effective Date, (x) Prime Rate Loans shall bear
interest for each day at a rate

                                      -19-
<PAGE>

per annum equal to the Prime Rate plus the applicable margin determined by
reference to the Borrowers' Leverage Ratio as set forth below (the "Applicable
Prime Margin"), (y) Libor Rate Loans shall bear interest during each applicable
Interest Period at a rate per annum equal to the Libor Rate plus the applicable
margin determined by reference to the Borrowers' Leverage Ratio as set forth
below (the "Applicable Libor Margin") and (z) Libor Advantage Rate Loans shall
bear interest during each applicable Libor Advantage Loan Interest Period at a
rate per annum equal to the Libor Advantage Rate plus the Applicable Libor
Margin:

<TABLE>
<CAPTION>
                                   Applicable       Applicable       Applicable
Tier       Leverage Ratio         Libor Margin     Prime Margin      L/C Margin
----       --------------         ------------     ------------      ----------
<S>        <C>                    <C>              <C>               <C>
  I             < 0.75               1.00%              0.00%            1.00%
 II        > or = 0.75 < 1.25       1.375%              0.00%           1.375%
 III       > or = 1.25 < 1.75        1.75%              0.00%            1.75%
 IV        > or = 1.75 < 2.25        2.00%              0.00%            2.00%
  V           > or = 2.25            2.25%              0.00%            2.25%
</TABLE>

                        (iii) Subject to the terms and conditions of this
Agreement, in the event that the Borrowers fail to timely deliver the financial
statements required by Section 5.01(b) hereof, the Applicable Margin shall be
the amount corresponding to Tier V until the delivery of such financial
statements.

                  (b) Calculation of Interest and Fees; Adjustment to Prime
Rate. Interest on the Loans, unpaid fees and other sums payable hereunder shall
be computed on the basis of a year of three hundred sixty (360) days and paid
for the actual number of days elapsed. In the event of any change in the Prime
Rate, the rate of interest applicable to each Prime Rate Loan shall be adjusted
to immediately correspond with such change; provided, however, that any interest
rate charged hereunder shall not exceed the Maximum Rate.

                  (c) Interest After Maturity or Default; Interest Laws. Upon
the occurrence and during the continuance of an Event of Default, (i) the unpaid
principal amount of the Loans or any portion thereof, accrued interest thereon,
any fees or any other sums payable hereunder shall thereafter until paid in full
bear interest at a rate per annum equal to the Applicable Rate plus two percent
(2.00%); (ii) each Libor Rate Loan shall automatically convert into a Prime Rate
Loan at the end of the applicable Interest Period; and (iii) no Loans may be
made as, continued as or converted into a Libor Rate Loan. Notwithstanding any
provisions to the contrary contained in this Agreement or any other Loan
Document, the Borrowers shall not be required to pay, and the Banks shall not be
permitted to collect, any amount of interest in excess of the maximum amount of
interest permitted by applicable Law ("Excess Interest"). If any Excess Interest
is provided for or determined by a court of competent jurisdiction to have been
provided for in this Agreement or in any other Loan Document, then, in such
event: (1) the provisions of this subsection shall govern and control; (2) the
Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess
Interest that any Bank may have received hereunder shall be, at the Majority
Banks' option, (a) applied as a credit against the outstanding principal balance
of the Indebtedness evidenced by the Notes or accrued and unpaid interest
thereon (not to exceed the maximum amount permitted by Law), (b) refunded to the
payor thereof, or (c) any combination of the foregoing; (4) the interest rate(s)
provided for herein shall be automatically reduced to the

                                      -20-
<PAGE>

maximum lawful rate allowed from time to time under applicable Law (the "Maximum
Rate"), and this Agreement and the other Loan Documents shall be deemed to have
been and shall be, reformed and modified to reflect such reduction; and (5) the
Borrowers shall have no action against the Agent or the Banks for any damages
arising out of the payment or collection of any Excess Interest.

            2.03 Interest Payments.  The Borrowers shall pay to the Agent for
the ratable account of the Banks interest on the aggregate outstanding balance
of the Revolving Credit Loans which are Prime Rate Loans in arrears, on October
1, 2004 and on the first day of each calendar month thereafter through and
including the Expiry Date. The Borrowers shall pay to the Agent for the ratable
account of the Banks interest on the unpaid principal balance of the Revolving
Credit Loans that are Libor Rate Loans on the earlier of (i) the last day of the
applicable Interest Period for such Loan or (ii) for such Loans with an
applicable Interest Period exceeding three (3) months, on each and every three
(3) month anniversary of each such Loan during the period from the Closing Date
to and including the Expiry Date. The Borrowers shall pay to the Swing Line
Lender interest on the unpaid principal balance of the aggregate outstanding
balance of the Swing Line Loans in arrears, on each Libor Advantage Loan
Interest Payment Date through and including the earlier of demand or the Expiry
Date. After maturity of any part of the Loans (whether upon the occurrence of an
Event of Default, by acceleration, demand or otherwise), interest on such part
of the Loans shall be immediately due and payable upon delivery by the Agent of
an invoice for such interest without further notice, presentment, or demand of
any kind.

            2.04 Fees.

                  (a) The Borrowers shall pay to the Agent for the account of
each Bank, a non-refundable upfront fee in the amount of Ninety Thousand and
00/100 Dollars ($90,000.00).

                  (b) The Borrowers shall pay to the Agent for the account of
each Bank, (i) a commitment fee on the unused portion of the Revolving Credit
Facility Commitment during the period from the date of this Agreement to the
Expiry Date, payable quarterly in arrears on the first (1st) day of each
October, January, April and July of each calendar year and on the Expiry Date.
Such fee shall be equal to the amount by which the amount of each Bank's
Commitment has exceeded the average daily closing principal balance of the sum
of such Bank's Revolving Credit Loans (for purposes of this computation, the
Swing Line Loans shall be deemed to be borrowed amounts under the Revolving
Credit Commitment of Citizens) plus its Pro Rata Share of the Letter of Credit
Undrawn Availability during the preceding calendar quarter, multiplied by
three-eights of one percent (0.375%), multiplied by a fraction, the numerator of
which is the actual number of days in such calendar quarter and the denominator
of which is three hundred sixty (360); and (ii) the Letter of Credit Commission
pursuant to Section 2.06 hereof.

                  (c) The Borrowers shall pay to the Agent for its own account
the fees described in the first sentence of Section 2.06 hereof and in that
certain fee letter of even date herewith by and among the Borrowers and the
Agent in the amounts, and at the times, specified therein.

                                      -21-
<PAGE>

            2.05 Agreement to Issue Letters of Credit. From time to time during
the period from the Closing Date to the thirtieth (30th) day preceding the
Expiry Date, subject to the further terms and conditions hereof, including those
required in connection with the making of Revolving Credit Loans, the Agent
shall issue standby letters of credit or trade letters of credit (collectively
with the Existing Letters of Credit, the "Letters of Credit") for the account of
the Borrowers in an amount not to exceed Fifteen Million and 00/100 Dollars
($15,000,000.00) in the aggregate as a subfacility of the Revolving Credit
Facility Commitment; provided, however, that on any date on which the Borrowers
request a Letter of Credit, and after giving effect to the Letter of Credit Face
Amount of such Letter of Credit, the sum of all Revolving Credit Loans
outstanding, the sum of all Swing Line Loans outstanding and the Letter of
Credit Undrawn Availability shall not exceed the Revolving Credit Facility
Commitment. All such Letters of Credit shall be issued by the Agent in
accordance with its then current practice relating to the issuance of letters of
credit including, but not limited to, the execution and delivery to the Agent of
applications and agreements required by the Agent and the payment by the
Borrowers of all applicable fees with respect thereto. As of the date hereof,
those letters of credit set forth on Schedule 2.05 hereof (collectively, the
"Existing Letters of Credit"), which were issued under the Existing Loan
Agreement and are outstanding on the date hereof, will be deemed to be Letters
of Credit issued and outstanding hereunder.

                  Each request for a Letter of Credit shall be delivered to the
Agent no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second
(2nd) Business Day, or such shorter period as may be agreed to by the Agent,
prior to the proposed date of issuance. Each such request shall be in a form
acceptable to the Agent and specify the Letter of Credit Face Amount thereof,
the account party, the beneficiary, the intended date of issuance, the expiry
date thereof, and the nature of the transaction to be supported thereby. All
such Letters of Credit shall be issued by the Agent in accordance with its then
current practice relating to the issuance of Letters of Credit including, but
not limited to, the execution and delivery to the Agent of applications and
agreements required by the Agent and the payment by the Borrowers of all
applicable fees required by Section 2.06 hereof. Immediately upon the issuance
of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the Agent a participation in such
Letter of Credit and each drawing thereunder in an amount equal to such Bank's
Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit;
provided, that the Agent believed in good faith that all conditions under
Article IV to the issuing of such Letter of Credit were satisfied at the time
such Letter of Credit was issued or the satisfaction of any such condition not
satisfied had been waived in writing by the Banks prior to or at the time such
Letter of Credit was issued. The Agent shall promptly, but in any event not
later than the next Business Day, provide to each Bank notice of each such
request for a Letter of Credit by the Borrowers.

            2.06 Letter of Credit Fees. The Borrowers shall pay to the Agent for
its own account (a) a fronting fee for each Letter of Credit issued hereunder,
such fee shall be equal to one-eighth of one percent (0.125%) of the daily
average Letter of Credit Undrawn Availability during the preceding calendar
quarter, payable quarterly in arrears beginning on October 1, 2004 and
continuing on the first (1st) day of each January, April, July and October
thereafter and on the Expiry Date, (b) the Agent's standard amendment fees for
each Letter of Credit issued hereunder, such fee to be paid on the date of the
amendment of such Letter of Credit and (c) any reasonable out-of-pocket expenses
and costs incurred by the Agent for the issuance of any Letter

                                      -22-
<PAGE>

of Credit issued hereunder, such fees to be paid on the day of issuance of such
Letter of Credit. The Borrowers shall also pay to the Agent for the ratable
account of the Banks a fee (the "Letter of Credit Commission") equal to the
daily average Letter of Credit Undrawn Availability multiplied by the applicable
margin determined by reference to the Borrowers' Leverage Ratio as set forth in
Section 2.02(a)(ii) hereof (the "Applicable L/C Margin"), such fee to be paid
quarterly in arrears beginning on October 1, 2004 and continuing on the first
(1st) day of each January, April, July and October thereafter and on the Expiry
Date. Notwithstanding the foregoing, after the occurrence and during the
continuance of an Event of Default, the Letter of Credit Commission shall be
increased by two percent (2.00%) per annum.

            2.07 Payments Under Letters of Credit. Upon a draw under any Letter
of Credit, the Borrowers shall immediately, but in any event not later than the
end of such Business Day, reimburse the Agent for such drawing under a Letter of
Credit. If (i) the Borrowers shall not have reimbursed the Agent for such
drawing under such Letter of Credit by the end of such Business Day, (ii) the
Agent must for any reason return or disgorge such reimbursement, or (iii) the
Borrowers are required to make a payment under Section 7.02(a)(ii) hereof and
fail to make such payment, then the amount of each unreimbursed drawing under
such Letter of Credit and payment required to be made under Section 7.02(a)(ii)
hereof shall automatically be converted into a Revolving Credit Loan which shall
be a Prime Rate Loan made on the date of such drawing for all purposes of this
Agreement. The Borrowers' obligation to reimburse the Agent with respect to each
drawing under a Letter of Credit shall be absolute and unconditional.

            2.08 Period of Issuance and Term of Letters of Credit. Letters of
Credit shall only be issued by the Agent for the account of the Borrowers for
such terms which expire at least ten (10) days prior to the Expiry Date.

            2.09 Booking of Libor Rate Loans. Each Bank may make, carry or
transfer Libor Rate Loans at, to or for the account of, any of its branch
offices or the office of an affiliate of such Bank; provided, however, that no
such action shall result in increased liability or cost to the Borrowers,
including any increased liability or cost pursuant to Section 2.11 or 2.12
hereof.

            2.10 Assumptions Concerning Funding of Libor Rate Loans. Calculation
of all amounts payable to each Bank under Section 2.11(c) shall be made as
though each Bank had actually funded its relevant Libor Rate Loan through the
purchase of a Libor deposit bearing interest at the Libor Rate in an amount
equal to the amount of that Libor Rate Loan and having maturity comparable to
the relevant Interest Period and through the transfer of such Libor deposit from
an offshore office to a domestic office in the United States of America;
provided, however, that each Bank may fund each of its Libor Rate Loans in any
manner it sees fit and the foregoing assumption shall be utilized only for the
calculation of amounts payable under Section 2.11(c).

            2.11 Additional Costs.

                  (a) If, due to either (i) the introduction of, or any change
in, or in the interpretation of, any Law or (ii) the compliance with any
guideline or request from any central bank or other Official Body (whether or
not having the force of Law), there shall be any increase in the cost to, or
reduction in income receivable by, a Bank of making, funding or maintaining
Loans (or commitments to make the Loans), then the Borrowers shall from time to
time, upon

                                      -23-
<PAGE>

demand by such Bank made within a reasonable time after such Bank's
determination thereof, pay to the Agent for the account of such Bank additional
amounts sufficient to reimburse such Bank for any such additional costs or
reduction in income. All such additional amounts shall be determined by such
Bank in good faith using appropriate attribution and averaging methods
ordinarily employed by such Bank. A certificate of such Bank submitted to the
Borrowers in good faith as to the amount of such additional costs shall be
presumptive evidence of such amount. Within ten (10) Business Days after the
Agent or such Bank notifies the Borrowers in writing of any such additional
costs pursuant to this Section 2.11(a), the Borrowers may (A) repay in full all
Loans of any types so affected then outstanding, together with interest accrued
thereon to the date of such repayment, or (B) convert all Loans of any types so
affected then outstanding into Loans of any other type not so affected upon not
less than four (4) Business Days' notice to the Agent. If any such repayment or
conversion of any Libor Rate Loan occurs on any day other than the last day of
the applicable Interest Period for such Loan, the Borrowers also shall pay to
the Agent for the ratable account of the Banks such additional amounts as set
forth in Section 2.11(c).

                  (b) If either (i) the introduction of, or any change in, or in
the interpretation of, any Law or (ii) the compliance with any guideline or
request from any central bank or other Official Body (whether or not having the
force of Law), affects the amount of capital required to be maintained by any
Bank or any corporation controlling any Bank and such Bank reasonably determines
in good faith that the amount of such capital is increased by or based upon the
existence of the Loans (or commitment to make the Loans), then, within ten (10)
Business Days of demand by such Bank, the Borrowers shall pay to the Agent for
the account of such Bank from time to time as specified by such Bank, additional
amounts sufficient to compensate such Bank in the light of such circumstances,
to the extent that such Bank reasonably determines in good faith such increase
in capital to be allocable to the existence of such Bank's Loans (or commitment
to make the Loans). Any such demand by a Bank must be made by such Bank within a
reasonable time. A certificate of such Bank in good faith submitted to the
Borrowers as to such amounts shall be presumptive evidence of such amounts.
Within ten (10) Business Days after the Agent or such Bank notifies the
Borrowers in writing of any such additional costs pursuant to this Section
2.11(b), the Borrowers may (A) repay in full all Loans of any types so affected
then outstanding, together with interest accrued thereon to the date of such
prepayment, or (B) convert all Loans of any types so affected then outstanding
into Loans of any other type not so affected upon not less than four (4)
Business Days' notice to such Bank. If any such prepayment or conversion of any
Libor Rate Loan occurs on any day other than the last day of the applicable
Interest Period for such Loan, the Borrowers also shall pay to the Agent for the
ratable account of the Banks such additional amounts as set forth in Section
2.11(c).

                  (c) If the Borrowers shall repay any Libor Rate Loan on a day
other than the last day of the applicable Interest Period for such Loan (whether
such repayment is (i) permitted by this Section 2.11 or Section 2.12, (ii)
permitted as a result of the failure of the Borrowers to consummate a
transaction after providing notice as set forth in Section 2.01(c)(ii), (iii)
otherwise permitted by a Bank, or (iv) otherwise required under the terms of
this Agreement), the Borrowers shall within ten (10) Business Days of written
demand pay to the Agent for the ratable benefit of the Banks such additional
amounts reasonably determined by the Banks in good faith to be sufficient to
indemnify the Banks against any loss, cost, or expense incurred by the Banks as
a result of such prepayment including, without limitation, any loss

                                      -24-
<PAGE>

(including loss of anticipated profits), costs or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by the Banks
to fund such Loan, and a certificate as to the amount of any such loss, cost or
expense submitted by any Bank to the Borrowers in good faith shall be
presumptive evidence of such amount.

            2.12 Illegality; Impracticability. Notwithstanding any other
provision contained in this Agreement, if: (a) it is unlawful, or any central
bank or other Official Body shall determine that it is unlawful, for the Agent
or any Bank to perform its obligations hereunder to make, continue, or convert
Loans hereunder; or (b) on any date on which a Libor Rate would otherwise be
set, any Bank shall have in good faith determined (which determination shall be
conclusive absent manifest error) that (i) adequate and reasonable means do not
exist for ascertaining a Libor Rate, (ii) a contingency has occurred which
materially and adversely affects the interbank markets, or (iii) the effective
cost to such Bank of funding a proposed Libor Rate Loan exceeds the Libor Rate
then (y) upon written notice thereof by the Agent or such Bank to the Borrowers,
the obligation of such Bank to make or continue a Loan of a type so affected or
to convert any type of Loan into a Loan of a type so affected shall terminate
and the Banks shall thereafter be obligated to make Prime Rate Loans whenever
any written notice requests any type of Loans so affected and (z) upon written
demand therefor by such Bank to the Borrowers, the Borrowers shall (i) forthwith
prepay in full all Loans of the type so affected then outstanding, together with
interest accrued thereon or (ii) request that such Bank, upon five (5) Business
Days' notice, convert all Loans of the type so affected then outstanding into
Loans of a type not so affected. If any such prepayment or conversion of any
Libor Rate Loan occurs on any day other than the last day of the applicable
Interest Period for such Loan, the Borrowers also shall pay to the Agent for the
ratable benefit of the Banks such additional amounts as set forth in Section
2.11(c).

            2.13 Payments. All payments to be made with respect to principal,
interest, fees or other amounts due from the Borrowers under this Agreement or
under the Notes are payable at 12:00 noon (Pittsburgh, Pennsylvania time), on
the day when due, without presentment, demand, protest or notice of any kind,
all of which are hereby expressly waived, and an action for the payments will
accrue immediately. All such payments must be made to the Agent at its Office in
U.S. Dollars and in funds immediately available at such Office, without setoff,
counterclaim or other deduction of any nature. The Agent may in its discretion
deduct such payments from the Borrowers' demand or deposit accounts with Agent
if not paid within five (5) days after the due date. All such payments shall be
applied at the option of the Agent and the Banks to accrued and unpaid interest,
outstanding principal and other sums due under this Agreement in such order as
the Agent and the Banks, in their sole discretion, shall elect. All such
payments shall be made absolutely net of, without deduction or offset, and
altogether free and clear of any and all present and future taxes, levies,
deductions, charges, and withholdings and all liabilities with respect thereto,
excluding income and franchise taxes imposed on the Banks under the Laws of the
United States or any state or political subdivision thereof. If the Borrowers
are compelled by Law to deduct any such taxes or levies (other than such
excluded taxes) or to make any such other deductions, charges, or withholdings
(collectively, the "Required Deductions"), the Borrowers will pay to the Agent
for the ratable benefit of the Banks an additional amount equal to the sum of
(i) the aggregate amount of all Required Deductions and (ii) the aggregate
amount of United States federal or state income taxes required to be paid by the
Banks in respect of such Required Deductions.

                                      -25-
<PAGE>

            2.14 Loan Account. The Agent will open and maintain on its books and
records, including computer records, in accordance with its customary
procedures, a loan account (the "Loan Account") for the Borrowers in which shall
be recorded the date and amount of each Loan made by the Banks and the date and
amount of each payment and prepayment in respect thereof. The Agent shall record
in the Loan Account the principal amount of the Loans owing to each Bank from
time to time. The Loan Account for the Borrowers will be presumptive evidence as
to the information contained therein. Any failure by the Agent to make any such
notation or record shall not affect the obligations of the Borrowers to the
Banks with respect to the Loans.

            2.15 Estoppel. As further consideration for the entry of the Banks
into this Agreement, the Borrowers hereby represent and warrant that they do not
presently have any claims or actions of any kind at Law or in equity against
Citizens or Fifth Third arising out of or in any way relating to the Existing
Loan Agreement or any related documents with respect thereto, the transactions
referenced in or contemplated by this Agreement or any acts, transactions, or
events that are or were the subject matter of any other prior loans, agreements
or guaranties involving one or more of the Borrowers and Citizens or Fifth
Third.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

            The Borrowers represent and warrant to the Agent and the Banks that:

            3.01 Organization and Qualification. The Borrowers and their
Subsidiaries are corporations duly organized, validly existing and in good
standing under their respective jurisdictions of incorporation. Except to the
extent that the failure to be so qualified or licensed would not have a Material
Adverse Effect, the Borrowers and their Subsidiaries are duly qualified or
licensed to do business as a foreign corporation or partnership and are in good
standing in all jurisdictions in which the ownership of their properties or the
nature of their activities or both makes such qualification or licensing
necessary.

            3.02 Power to Carry on Business; Licenses. Each Borrower and its
Subsidiaries have all requisite power and authority to own and operate its
properties and to carry on its business as now conducted and as presently
planned to be conducted. Except to the extent that the failure to have any such
license, permit, consent or approval would not have a Material Adverse Effect,
each Borrower and its Subsidiaries have all licenses, permits, consents and
governmental approvals or authorizations necessary to carry on its business as
now conducted and as presently planned to be conducted.

            3.03 Execution and Binding Effect. This Agreement, the Notes, and
the other Loan Documents to which the Borrowers are a party have been duly
authorized by all appropriate corporate action of each Borrower, have been duly
and validly executed and delivered by each Borrower which is a party thereto,
and each such document or agreement constitutes a legal, valid and binding
obligation of such Borrowers, enforceable against each such Borrower in
accordance with its terms.

                                      -26-
<PAGE>

            3.04 Absence of Conflicts. Neither the execution and delivery of
this Agreement or the other Loan Documents, nor the consummation of the
transactions contemplated in any of them, nor the performance of or compliance
with their terms and conditions will (a) violate any Law, (b) conflict with or
result in a breach of or a default under the articles or certificate of
incorporation or by-laws of any Borrower, (c) conflict with or result in a
breach or a default under any material agreement or instrument to which any
Borrower or its Subsidiaries is a party or by which any of them or any of their
properties (now owned or acquired in the future) may be subject or bound or (d)
result in the creation or imposition of any material Lien upon any property
(owned or leased) of any Borrower or its Subsidiaries.

            3.05 Authorizations and Filings. No authorization, consent,
approval, license, exemption or other action by, and no registration,
qualification, designation, declaration or filing with, any Official Body is or
will be necessary or advisable in connection with the execution and delivery of
this Agreement or the other Loan Documents, the consummation of the transactions
contemplated in any of them, or the performance of or compliance with the terms
and conditions of this Agreement or the other Loan Documents.

            3.06 Title to Property. Each Borrower and its Subsidiaries have good
and marketable title in fee simple to all real property and good and marketable
title to all other property purported to be owned by it, including that
reflected in the most recent balance sheet referred to in Section 3.07 of this
Agreement or submitted pursuant to Section 5.01(a) of this Agreement (except as
sold or otherwise disposed of in the ordinary course of business), subject only
to Liens not forbidden by Section 6.01 of this Agreement.

            3.07 Financial Statements.

                  (a) The Borrowers have delivered to the Agent and the Banks a
Consolidated balance sheet and related statements of income, retained earnings
and cash flow of the Borrowers and their Subsidiaries for the fiscal year ending
December 31, 2003, as audited by PricewaterhouseCoopers LLP without
qualification. Such financial statements (including the notes) present fairly
the Consolidated financial condition of the Borrowers and their Subsidiaries as
of the end of such fiscal period and the results of their operations and the
changes in financial position for the fiscal period then ended, all in
accordance with GAAP applied consistently with that of the preceding fiscal
year.

                  (b) The Borrowers have delivered to the Agent and the Banks
the internally prepared Consolidated and consolidating balance sheets and
related statements of income and cash flow of the Borrowers and their
Subsidiaries that the Borrowers used to prepare the Borrowers' and their
Subsidiaries' quarterly financial results as of, and for the Fiscal Quarter
ending, June 30, 2004, as set forth in their 10-Q reports. Such financial
statements provided by the Borrowers present fairly the financial position of
each Borrower and its Subsidiaries as of the end of such period and the results
of their operations and their cash flow for the period then ended, all in
conformity with sound accounting principles, applied on a basis consistent with
that of the preceding fiscal periods.

            3.08 Taxes. All tax returns required to be filed by each Borrower
and its Subsidiaries have been properly prepared, executed and filed. Except as
may be permitted under

                                      -27-
<PAGE>

Section 5.05 hereof, all material taxes, assessments, fees and other
governmental charges upon each Borrower and its Subsidiaries or upon any of
their properties, income, sales or franchises which are due and payable have
been paid. The reserves and provisions for taxes on the books of the Borrowers
and their Subsidiaries are adequate for all open years and for the current
fiscal period. No Borrower knows of any proposed additional material assessment
or basis for any material assessment for additional taxes (whether or not
reserved against).

            3.09 Litigation. Except as reflected in MBC's most recent periodic
reports filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, copies of which have been delivered to the
Agent and the Banks and, except as set forth on Schedule 3.09 hereto, there is
no pending, or to the best knowledge of MBC, contemplated or threatened, action,
suit or proceeding by or before any Official Body against or affecting any
Borrower or its Subsidiaries, at Law or equity, which, if adversely decided,
would have a Material Adverse Effect.

            3.10 Compliance with Laws. To the best of MBC's knowledge, except as
set forth in Schedule 3.10 hereto, no Borrower nor any Subsidiary of a Borrower
is in violation of or subject to any material contingent liability on account of
any Law which in the aggregate would have a Material Adverse Effect.

            3.11 Pension Plans. Except as described in Schedule 3.11 to this
Agreement, (a) each Plan has been and will be maintained and funded in all
material respects in accordance with its terms and with all provisions of ERISA
and other applicable Laws; (b) no Reportable Event which could have a Material
Adverse Effect, has occurred and is continuing with respect to any Plan; (c) no
material liability to the PBGC has been incurred and is outstanding with respect
to any Plan, other than for premiums due and payable; (d) no Plan has been
terminated, no proceedings have been instituted to terminate any Plan, and there
exists no intent to terminate or institute proceedings to terminate any Plan
where such termination would have a Material Adverse Effect; (e) no withdrawal,
either complete or partial, has occurred or commenced with respect to any
multi-employer Plan, and there exists no intent to withdraw either completely or
partially from any multi-employer Plan; and (f) there has been no cessation of,
and there is no intent to cease, operations at a facility or facilities where
such cessation could reasonably be expected to result in a separation from
employment of more than 20% of the total number of employees who are
participants under a Plan.

            3.12 Patents, Licenses, Franchises. The Borrowers and their
Subsidiaries own or possess the right to use all of the material patents,
trademarks, service marks, trade names, copyrights, licenses, franchises and
permits and rights with respect to the foregoing necessary to own and operate
their properties and to carry on their businesses as presently conducted and
presently planned to be conducted without conflict with the rights of others.
There are no currently pending or, to the best knowledge of MBC, threatened
claims with respect to infringement by or against any Borrower or any Subsidiary
of a Borrower of any of the foregoing.

                                      -28-
<PAGE>

            3.13 Environmental Matters. Except as set forth in Schedule 3.13
hereof,

                  (a) To the best knowledge of MBC, no Borrower nor any
Subsidiary of a Borrower is in violation of The Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), the Superfund
Amendments and Reauthorization Act of 1986, The Resource Conservation and
Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of
1984, The Clean Water Act, The Toxic Substances Control Act and The Clean Air
Act or any rule or regulation promulgated pursuant to any of the foregoing
statutes, or any other federal, state or local environmental Law applicable to
any Borrower, its Subsidiaries, or their respective properties (all of the
foregoing are sometimes collectively referred to in this Section 3.13 as the
"Environmental Laws") except to the extent that such violations in the aggregate
would not have a Material Adverse Effect;

                  (b) To the best knowledge of MBC, neither the Borrowers, their
Subsidiaries nor any of their Affiliates, directors, officers, employees, agents
or independent contractors have arranged, by contract, agreement or otherwise,
(i) for the disposal or treatment of, or (ii) with a transporter for the
transport, disposal or treatment of, any Hazardous Substance (as defined by
CERCLA, as amended), owned, used or possessed by any Borrower or any Subsidiary
of a Borrower, whether or not to a location identified by the Environmental
Protection Agency (the "EPA") on the National Priorities List, 40 C.F.R. Part
300 (or proposed by the EPA in the Federal Register for listing on such National
Priorities List) or identified under any corresponding state Law concerning
cleanup of waste disposal sites (a "State Superfund Law") except to the extent
that the same has been performed in compliance with all Environmental Laws, the
non-compliance with which in the aggregate would not have a Material Adverse
Effect;

                  (c) To the best knowledge of MBC, no predecessor of a Borrower
has arranged by contract, agreement or otherwise, (i) for the disposal or
treatment of, or (ii) with a transporter for transport for the disposal or
treatment of, any Hazardous Substance, owned, used or possessed by the
predecessor, except to the extent that the same has been performed in compliance
with all Environmental Laws, the non-compliance with which in the aggregate
would not have a Material Adverse Effect;

                  (d) Neither the Borrowers, their Subsidiaries nor any of their
Affiliates "owned" or "operated" any "facility" at the time any Hazardous
Substances were disposed of at such facility within the meaning of CERCLA, as
amended, or any State Superfund Law in violation of any applicable Environmental
Laws except to the extent that such violations would not have a Material Adverse
Effect.

            3.14 Proceeds. The Borrowers will use the proceeds of the Revolving
Credit Loans to refinance the Indebtedness under the Existing Loan Agreement and
for general corporate and working capital purposes.

            3.15 Margin Stock. The Borrowers will make no borrowing under this
Agreement for the purpose of buying or carrying any "margin stock", as such term
is used in Regulation U and related regulations of the Board of Governors of the
Federal Reserve System, as amended from time to time. No Borrower owns any
"margin stock". No Borrower is engaged

                                      -29-
<PAGE>

in the business of extending credit to others for such purpose, and no part of
the proceeds of any borrowing under this Agreement will be used to purchase or
carry any "margin stock" or to extend credit to others for the purpose of
purchasing or carrying any "margin stock".

            3.16 No Event of Default; Compliance with Material Agreements. No
event has occurred and is continuing and no condition exists which constitutes
an Event of Default or Potential Default. No Borrower nor any of its
Subsidiaries is (i) in violation of any term of any charter instrument or bylaw
or (ii) in default under any material agreement, lease or instrument to which it
is a party or by which it or any of its properties (owned or leased) may be
subject or bound.

            3.17 No Material Adverse Change. Except as otherwise disclosed
herein, since December 31, 2003, there has been no Material Adverse Change.

            3.18 Subsidiaries. Schedule 3.18 to this Agreement sets forth each
Subsidiary of each Borrower, the authorized and outstanding capital stock (or
other equity interest) of such Subsidiary and the outstanding capital stock (or
other equity interest) of such Subsidiary which is owned by any Borrower or any
of its Subsidiaries.

            3.19 Labor Controversies. There are no labor controversies pending
or, to the best knowledge of the officers and directors of MBC, threatened,
against any Borrower or any of its Subsidiaries which, if adversely determined,
would have a Material Adverse Effect.

            3.20 Solvency. After the making of the Loans, each Borrower (a) will
be able to pay its debts as they become due, (b) will have funds and capital
sufficient to carry on its business and all businesses in which it is about to
engage, and (c) will own property having a value at both fair valuation and at
fair saleable value in the ordinary course of its business greater than the
amount required to pay its debts as they become due. No Borrower was insolvent
immediately prior to the date of this Agreement and no Borrower will be rendered
insolvent by the execution and delivery of this Agreement, the borrowing
hereunder and/or the consummation of any transactions contemplated by this
Agreement.

            3.21 Governmental Regulation. The Borrowers are not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940 or to any federal or state
statute or regulation limiting its ability to incur Indebtedness for borrowed
money.

            3.22 Accurate and Complete Disclosure. No representation or warranty
made by any Borrower under this Agreement, the other Loan Documents or the
schedules and exhibits attached thereto, and to the best knowledge of the
officers and directors of MBC, no statement made by any Borrower or its
Subsidiaries in any financial statement (furnished pursuant to Sections 3.07 or
5.01 or otherwise), certificate, report, exhibit or document furnished by any
Borrower or its Subsidiaries to the Agent or any Bank pursuant to or in
connection with this Agreement is false or misleading (including by omission of
information necessary to make such representation, warranty or statement not
misleading) in any manner which would have a Material Adverse Effect.

                                      -30-
<PAGE>

            3.23 Anti-Terrorism Laws.

                  (a) No Borrower nor any Affiliate of any Borrower, is in
violation of any Anti-Terrorism Law or engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.

                  (b) No Borrower, nor or any Affiliate of any Borrower, or its
respective agents acting or benefiting in any capacity in connection with the
Loans or other transactions hereunder, is any of the following (each a "Blocked
Person"):

                        (i) a Person that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order No. 13224;

                        (ii) a Person owned or controlled by, or acting for or
on behalf of, any Person that is listed in the annex to, or is otherwise subject
to the provisions of, the Executive Order No. 13224;

                        (iii) a Person with which the Bank is prohibited from
dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

                        (iv) a Person that commits, threatens or conspires to
commit or supports "terrorism" as defined in the Executive Order No. 13224;

                        (v) a Person that is named as a "specially designated
national" on the most current list published by the U.S. Treasury Department
Office of Foreign Asset Control at its official website or any replacement
website or other replacement official publication of such list; or

                        (vi) a Person who is affiliated or associated with a
person or entity listed above.

                  (c) No Borrower or to the knowledge of any Borrower, any of
its agents acting in any capacity in connection with the Loans or other
transactions hereunder (i) conducts any business or engages in making or
receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person, or (ii) deals in, or otherwise engages in any transaction
relating to, any property or interests in property blocked pursuant to the
Executive Order No. 13224.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

            The obligation of the Banks to make any Loan is subject to the
satisfaction of the following conditions:

            4.01 Representations and Warranties: Events of Default and Potential
Defaults. The representations and warranties contained in Article III shall be
true and correct on and as of

                                      -31-
<PAGE>

the date of each Loan with the same effect as though made on and as of each such
date. On the date of each Loan, no Event of Default and no Potential Default
shall have occurred and be continuing or exist or shall occur or exist after
giving effect to the Loan to be made on such date. Each request by the Borrowers
for any Loan shall constitute a representation and warranty by the Borrowers
that the conditions set forth in this Section 4.01 have been satisfied as of the
date of such request. The failure of the Agent to receive notice from the
Borrowers to the contrary before such Loan is made shall constitute a further
representation and warranty by the Borrowers that the conditions referred to in
this Section 4.01 have been satisfied as of the date such Loan is made.

            4.02 Proceedings and Incumbency. As of the Closing Date, each
Borrower shall have delivered to the Agent a certificate, in form and substance
satisfactory to the Agent, dated as of the Closing Date and signed on behalf of
such Borrower by the Secretary of such Borrower certifying as to (a) true copies
of the articles of incorporation or certificate of incorporation, as the case
may be, and bylaws of such Borrower as in effect on such date, (b) true copies
of all corporate action taken by such Borrower relative to this Agreement, the
Notes and the other Loan Documents including, but not limited to, that described
in Section 3.03 of this Agreement, and (c) the names, true signatures and
incumbency of the officers of such Borrower authorized to execute and deliver
this Agreement, the Notes and the other Loan Documents. The Agent and the Banks
may conclusively rely on each such certificate unless and until a later
certificate revising the prior certificate has been furnished to the Agent.

            4.03 Loan Documents. On or prior to the Closing Date, the Loan
Documents, satisfactory in terms, form and substance to the Agent and the Banks,
shall have been executed and delivered by the Borrowers to the Agent and the
Banks.

            4.04 Opinion of Counsel. On the Closing Date, there shall have been
delivered to the Agent a written opinion, dated the Closing Date, of counsel to
the Borrowers, in form and substance satisfactory to the Agent and the Banks.

            4.05 Other Documents and Conditions. On or before the Closing Date,
the following documents and conditions shall have been delivered to the Agent or
satisfied by or on behalf of the Borrowers to the satisfaction of the Agent:

                  (a) Good Standing Certificates. (i) A good standing
certificate of each of the Borrowers certifying as to the good standing and
corporate status of each such Borrower in its jurisdiction of incorporation; and
(ii) good standing/foreign qualification certificates from each of the material
jurisdictions in which such Borrower is qualified to do business.

                  (b) Financial Statements. Financial statements in form and
substance satisfactory to the Banks, as described in Section 3.07 of this
Agreement.

                  (c) Lien Searches. Copies of UCC searches conducted for each
Borrower at each of its material locations and in the jurisdiction of
incorporation of such Borrower and in the Commonwealth of Virginia for Michael
Baker Jr., evidencing that no Liens exist against any Borrower except those
Liens permitted by Section 6.01 of this Agreement.

                                      -32-
<PAGE>

                  (d) Termination Statements and Other Releases. Evidence
satisfactory to the Agent that all necessary UCC-3 termination statements and
other releases necessary to terminate any and all Liens with respect to the
Borrowers that are not permitted pursuant to Section 6.01 hereof have been filed
or satisfactory arrangements have been made for such filing.

                  (e) No Material Adverse Change. No Material Adverse Change
shall have occurred with respect to any Borrower since December 31, 2003.

                  (f) Refinancing of Commitments under Existing Loan Agreement.
The commitments of the banks party to the Existing Loan Agreement shall have
been terminated and all Indebtedness incurred by the Borrowers thereunder shall
have been paid in full.

                  (g) Other Documents and Conditions. Such other documents and
conditions as may reasonably be requested to be submitted to the Agent or any
Bank by the terms of this Agreement or of any Loan Document or set forth on the
Closing Checklist with respect to the transaction contemplated by this
Agreement.

            4.06 Details, Proceedings and Documents. All legal details and
proceedings in connection with the transactions contemplated by this Agreement
shall be reasonably satisfactory to the Agent and the Banks and the Agent and
the Banks shall have received all such counterpart originals or certified or
other copies of such documents and proceedings in connection with such
transactions, in form and substance reasonably satisfactory to the Agent and the
Banks, as the Agent and the Banks may request from time to time.

            4.07 Fees and Expenses. The Borrowers shall have paid all reasonable
fees and charges as required for the Closing and relating to the Closing,
including reasonable legal fees, closing costs, filing and notary fees and any
other similar matters pertinent to the Closing.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

            The Borrowers covenant to the Agent and the Banks as follows:

            5.01 Reporting and Information Requirements.

                  (a) Annual Audited Reports. As soon as practicable, and in any
event within ninety (90) days after the close of each fiscal year of the
Borrowers, the Borrowers will furnish to the Agent and each of the Banks
Consolidated audited statements of income, retained earnings and cash flow of
the Borrowers and their Subsidiaries for such fiscal year and a Consolidated
audited balance sheet of the Borrowers and their Subsidiaries as of the close of
such fiscal year, and notes to each, all in reasonable detail, setting forth in
comparative form the corresponding figures for the preceding fiscal year,
prepared in accordance with GAAP applied on a basis consistent with that of the
preceding fiscal year (except for changes in application in which such
accountants concur) with such statements and balance sheet to be certified by
independent certified public accountants of recognized standing selected by the
Borrowers. The certificate or report of such accountants described in the
immediately preceding sentence that relates to the fair presentation of the
Borrowers' financial position shall be free of exception or

                                      -33-
<PAGE>

qualifications not reasonably acceptable to the Agent and the Banks and shall in
any event contain a written statement of such accountants substantially to the
effect that such accountants examined such statements and balance sheet in
accordance with generally accepted auditing standards.

                  (b) Quarterly Reports. As soon as practicable, and in any
event within forty-five (45) days after the close of each Fiscal Quarter during
the term of this Agreement, the Borrowers will furnish to the Agent and each of
the Banks the Consolidated and consolidating statements of income and cash flow
and the Consolidated and consolidating balance sheet that the Borrowers use to
prepare the Borrowers' and their Subsidiaries' quarterly financial results set
forth in their 10-Q reports, all in reasonable detail. All such income
statements, statements of cash flow and balance sheets shall be prepared by the
Borrowers and certified by the President or Chief Financial Officer or Corporate
Controller of MBC as presenting fairly the Consolidated and consolidating
financial position of the Borrowers as of the end of such Fiscal Quarter and the
results of their operations for such periods, in conformity with sound
accounting principles (subject to normal and recurring year-end audit
adjustments) applied in a manner consistent with that of the most recent audited
financial statements furnished to the Banks.

                  (c) Quarterly Compliance Certificate. The income statements
and balance sheets as of and for the end of each Fiscal Quarter which are
delivered pursuant to Section 5.01(b) of this Agreement shall be accompanied by
a compliance certificate, substantially in the form of Exhibit "B" attached
hereto, executed by the President or Chief Financial Officer or Corporate
Controller of MBC, stating that no Event of Default or Potential Default exists
and that the Borrowers are in compliance with all applicable covenants contained
in this Agreement. Such certificate shall include all figures necessary to
calculate the Borrowers' compliance with all financial covenants set forth in
this Agreement. If an Event of Default or Potential Default has occurred and is
continuing or exists, such certificate shall specify in detail the nature and
period of existence of the Event of Default or Potential Default and any action
taken or contemplated to be taken by the Borrowers with respect thereto.

                  (d) Reports to Governmental Agencies and Other Creditors. As
soon as practicable, and in event within ten (10) days after the filing thereof,
the Borrowers shall furnish to the Agent and each of the Banks a copy of its
10-K and 10-Q reports, each proxy statement, each registration statement and all
other reports which any Borrower is or may be required to file with the United
States Securities and Exchange Commission or any State Securities Commission.

                  (e) Audit Reports. In addition to the reports set forth above,
promptly upon receipt thereof, and in any event within five (5) Business Days
after receipt by any Borrower, the Borrowers will deliver to the Agent and each
of the Banks a copy of all formal or required reports submitted to any Borrower
by its independent auditors, including comment or management letters, issued in
connection with audits of the financial statements of any Borrower by such
independent auditors.

                  (f) Annual Plan. On or before January 31 of each calendar
year, the Borrowers shall submit to the Agent and each of the Banks projections
for the Borrowers and their Subsidiaries for such calendar year in form
substantially similar to the form of the

                                      -34-
<PAGE>

projections provided to the Borrowers' boards of directors for the fiscal year
ending December 31, 2003.

                  (g) Visitation; Audits. The Borrowers will permit such Persons
as the Agent or any of the Banks may designate (i) to visit and inspect any of
the properties of the Borrowers and their Subsidiaries, (ii) to examine, and to
make copies and extracts from, the books and records of the Borrowers and their
Subsidiaries and (iii) to discuss their affairs with their officers during
normal business hours; provided, however, if the Bank retains Persons not
affiliated with the Bank to conduct any such audit, the Bank shall use its
reasonable best efforts to ensure that such Persons are subject to appropriate
non-disclosure and confidentiality requirements for the benefit of the
Borrowers. Provided that no Event of Default has occurred, the Agent or such
Bank shall provide the Borrowers with reasonable written notice of any such
visitation or inspection. Upon the occurrence and during the continuation of an
Event of Default, the Borrowers will permit such Persons as the Agent or any of
the Banks may designate (i) to visit and inspect any of the properties of the
Borrowers and their Subsidiaries, (ii) to examine, and to make copies and
extracts from, the books and records of the Borrowers and their Subsidiaries and
(iii) to discuss their affairs with their officers and independent accountants
at any time and without notice; provided, however, if the Bank retains Persons
not affiliated with the Bank to conduct any such audit, the Bank shall use its
reasonable best efforts to ensure that such Persons are subject to appropriate
non-disclosure and confidentiality requirements for the benefit of the
Borrowers.

                  (h) Notice of Event of Default. Promptly, and in any event
within five (5) Business Days, after becoming aware of an Event of Default or
Potential Default, the Borrowers will give the Agent and each of the Banks
notice of the Event of Default or Potential Default, together with a written
statement of the Presidents or Chief Financial Officers of the Borrowers setting
forth the details of the Event of Default or Potential Default and any action
taken or contemplated to be taken by the Borrowers with respect thereto.

                  (i) Notice of Material Adverse Change. Promptly, and in any
event within five (5) Business Days after becoming aware thereof, the Borrowers
will give the Agent telephonic or telegraphic notice (with written confirmation
sent on the same or next Business Day) with respect to any Material Adverse
Change or any development or occurrence which would have a Material Adverse
Effect.

                  (j) Notice of Proceedings. Promptly, and in any event within
five (5) Business Days, after becoming aware thereof, the Borrowers will give
the Agent and each of the Banks notice of the commencement, existence or threat
of all proceedings by or before any Official Body against or affecting any
Borrower which, if adversely decided, would have a Material Adverse Effect.

                  (k) Further Information. The Borrowers will promptly, but in
any event within fifteen (15) days, furnish to the Agent and each of the Banks
such other information, and in such form, as the Agent or the Majority Banks may
reasonably request from time to time.

                                      -35-
<PAGE>

            5.02 Preservation of Existence and Franchises. Except as otherwise
permitted under this Agreement, the Borrowers will maintain their respective
corporate existences, rights and franchises in full force and effect in their
respective jurisdictions of incorporation. Except to the extent that the failure
to be so qualified would not have a Material Adverse Effect, the Borrowers and
their Subsidiaries will qualify and remain qualified as a foreign corporation in
each jurisdiction in which the ownership of their properties or the nature of
their activities or both makes such qualification necessary.

            5.03 Insurance. The Borrowers and their Subsidiaries will maintain
with financially sound and reputable insurers insurance with respect to their
properties and business and against such liabilities, casualties and
contingencies and of such types and in such amounts as is reasonably
satisfactory to the Agent and as is customary in the case of corporations or
other entities engaged in the same or similar business or having similar
properties similarly situated. The Borrowers agree to provide the Agent with
thirty (30) days advance notice of the termination of any such insurance
coverage.

            5.04 Maintenance of Properties. Except to the extent that the
failure to do so would not have a Material Adverse Effect, the Borrowers and
their Subsidiaries will maintain or cause to be maintained in good repair,
working order and condition (ordinary wear and tear excepted), the properties
now or in the future owned, leased or otherwise possessed by each of them and
shall make or cause to be made all needful and proper repairs, renewals,
replacements and improvements to the properties so that the business carried on
in connection with the properties may be properly and advantageously conducted
at all times.

            5.05 Payment of Liabilities. The Borrowers and their Subsidiaries
will pay or discharge:

                  (a) on or prior to the date on which penalties attach, all
taxes, assessments, fees and other governmental charges or levies imposed upon
them or any of their respective properties, income, sales or franchises other
than those contested with due diligence, in good faith, without the incurrence
of any Lien which would have a Material Adverse Effect and for which the
Borrowers and their Subsidiaries have established sufficient reserves on their
books;

                  (b) on or prior to the date when due, all lawful claims of
materialmen, mechanics, carriers, warehousemen, landlords and other like persons
which, if unpaid, might result in the creation of a Lien upon any of their
respective property other than those contested with due diligence, in good
faith, and for which the Borrowers or their Subsidiaries have established
adequate reserves on their books and for which the Borrowers and their
Subsidiaries have put in place adequate bonds or other security to cover the
amount of any such Lien; and

                  (c) on or prior to the date when due, all other lawful claims
which, if unpaid, might result in the creation of a Lien upon any of their
property other than those contested with due diligence, in good faith without
the occurrence of any Lien which would have a Material Adverse Effect and for
which the Borrowers and their Subsidiaries have established sufficient reserves
on their books.

                                      -36-
<PAGE>

            5.06 Financial Accounting Practices. The Borrowers and their
Subsidiaries will make and keep books, records and accounts which, in reasonable
detail, accurately and fairly reflect their respective transactions and
dispositions of assets and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that (a) transactions are executed
in accordance with management's general or specific authorization, (b)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain accountability for assets,
(c) access to assets is permitted only in accordance with management's general
or specific authorization and (d) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

            5.07 Compliance with Laws. The Borrowers and their Subsidiaries
shall comply with all applicable Laws, the non-compliance with which would have
a Material Adverse Effect.

            5.08 Pension Plans. The Borrowers and their Subsidiaries shall (a)
keep in full force and effect any and all Plans which are presently in existence
or may, from time to time, come into existence under ERISA, unless such Plans
can be terminated without material liability to any Borrower or its Subsidiary
in connection with such termination; (b) make contributions to each of their
Plans in a timely manner and in a sufficient amount to comply in all material
respects with the requirements of ERISA; (c) comply with all material
requirements of ERISA which relate to such Plans so as to preclude the
occurrence of any Reportable Event, Prohibited Transaction (other than a
Prohibited Transaction subject to an exemption under ERISA) or material
accumulated funding deficiency as such term is defined in ERISA; and (d) notify
the Agent immediately upon receipt by any Borrower or its Subsidiaries of any
notice of the institution of any proceeding or other action which may result in
the termination of any Plan. The Borrowers shall deliver to the Agent and each
of the Banks, promptly but in any event within ten (10) Business Days after the
filing or receipt thereof, copies of all reports or notices which any Borrower
or its Subsidiaries files or receives under ERISA with or from the Internal
Revenue Service, the PBGC, or the U.S. Department of Labor, other than reports
or notices which do not have a Material Adverse Effect.

            5.09 Use of Proceeds. The Borrowers shall use the proceeds of the
Loans for the purposes set forth in Section 3.14 hereof.

            5.10 Continuation of and Change in Business. The Borrowers and their
Subsidiaries will continue to engage generally in business and activities
substantially similar to those described in MBC's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003 (the "2003 Form 10-K") and the Borrowers
and their Subsidiaries will not engage in any other business or activity without
the prior written consent of the Banks.

            5.11 Lien Searches. Upon an Event of Default, the Agent may, but
shall not be obligated to, conduct lien searches of the Borrowers, their
Subsidiaries and their assets and properties at any time. The Borrowers shall
reimburse the Agent for the Agent's reasonable out of pocket costs and expenses
in connection with such lien searches.

                                      -37-
<PAGE>

            5.12 Further Assurances. The Borrowers, at their own cost and
expense, will cause to be promptly and duly taken, executed, acknowledged and
delivered all further acts, documents and assurances as the Agent may from time
to time reasonably request in order to more effectively carry out the intent and
purposes of this Agreement and the transactions contemplated by this Agreement.

            5.13 Financial Covenants. The following financial covenants with
respect to the Borrowers shall apply:

                  (a) Minimum Owner's Equity. The Borrowers shall maintain at
all times Owner's Equity in an amount not less than the sum of (i) Sixty-Eight
Million and 00/100 Dollars ($68,000,000.00) plus (ii) seventy-five percent (75%)
of Net Income of the Borrowers for the Fiscal Quarter ending September 30, 2004
and each Fiscal Quarter thereafter (excluding any net loss in any such Fiscal
Quarter) at all times.

                  (b) Leverage Ratio. As of September 30, 2004 and on the last
day of each Fiscal Quarter thereafter, for the period equal to the four (4)
consecutive Fiscal Quarters then ending, the Borrowers shall maintain a Leverage
Ratio in an amount not to exceed 2.5 to 1.0.

                  (c) Interest and Rent Coverage Ratio. As of September 30, 2004
and as of the last day of each Fiscal Quarter thereafter, for the period equal
to the four (4) consecutive Fiscal Quarters then ending, the Borrowers shall
maintain an Interest and Rent Coverage Ratio in an amount not less than 1.25 to
1.0; provided, however, that, for purposes of this calculation, "Rent Expense"
shall be estimated by the Borrowers in good faith for each Fiscal Quarter ending
June 30, September 30 and March 31 of each fiscal year of the Borrowers.

                  (d) Current Ratio. As of September 30, 2004 and as of the last
day of each Fiscal Quarter thereafter, the Borrowers shall maintain a Current
Ratio of not less than 1.1 to 1.0.

            5.14 Amendment to Schedules. The Borrowers may amend any one or more
of the schedules referred to in this Agreement (subject to prior consent of the
Majority Banks) and any representation, warranty, or covenant contained herein
which refers to any such schedule shall from and after the date of any such
amendment refer to such schedule as so amended; provided, however, that in no
event shall the amendment of any such schedule constitute a waiver by the Banks
of any default or Event of Default that exists notwithstanding the amendment of
such schedule.

                                      -38-
<PAGE>

                                   ARTICLE VI

                               NEGATIVE COVENANTS

            The Borrowers covenant to the Agent and the Banks as follows:

            6.01 Liens. No Borrower, nor any Subsidiary of a Borrower shall, at
any time, incur, create, assume or permit to exist, any Lien on any of its
property or assets, tangible or intangible, now or hereafter owned, or agree to
become liable to do so, except:

                  (a) such Liens existing on the Closing Date and set forth on
Schedule 6.01 to this Agreement;

                  (b) Liens granted in favor of the Agent on behalf of the
Banks;

                  (c) pledges or deposits under workers compensation,
unemployment insurance and social security laws, or to secure the performance of
bids, tenders, contracts (other than for the repayment of borrowed money) or
leases or to secure statutory obligations or surety or similar bonds used in the
ordinary course of business;

                  (d) Liens arising from taxes, assessments, fees, charges,
levies or claims described in Section 5.05 of this Agreement;

                  (e) purchase money security interests to secure Indebtedness
permitted under Section 6.02(e); provided, however, that such security interest
shall be limited solely to the equipment purchased with the proceeds of such
Indebtedness;

                  (f) any unfiled materialmen's, mechanics, workmen's and
repairmen's Liens (provided, that if such a Lien shall be filed or perfected, it
shall be discharged of record immediately by payment, bond or otherwise);

                  (g) attachment, judgment and other similar Liens arising in
connection with court proceedings, so long as the existence of such Liens do not
cause an Event of Default under Section 7.01(i) or 7.01(j) hereof;

                  (h) reservations, exceptions, encroachments, easements, rights
of way, covenants, conditions, restrictions, leases and other similar title
exceptions or encumbrances affecting real property, provided that they do not,
individually or in the aggregate, diminish the fair market value of the real
property affected thereby or the utility of such real property for the purposes
for which such property is presently devoted;

                  (i) Liens or deposits made in connection with contracts with
or made at the request of the United States of America or any department or
agency thereof resulting from progress payments or partial payments under any
such contracts, incurred in the ordinary course of business of the Borrowers or
their Subsidiaries; and

                  (j) Liens granted by Baker/Mellon Stuart to secure the loans
permitted pursuant to Section 6.04(f) hereof.

                                      -39-

<PAGE>

            6.02 Indebtedness. No Borrower, nor any Subsidiary of a Borrower
shall, at any time, create, incur, assume or suffer to exist any Indebtedness,
except:

                  (a) Indebtedness under this Agreement, the Notes, the other
Loan Documents or under any Bank-Provided Hedge;

                  (b) Indebtedness incurred pursuant to Section 6.04(c) hereof;

                  (c) Indebtedness existing on the Closing Date, and described
in Schedule 6.02 to this Agreement; provided, however, that such Indebtedness
shall not be extended, renewed, refinanced or materially modified without the
prior written consent of the Agent and the Majority Banks except for those
renewals or refinancings thereof which do not increase the interest rate charged
thereon or the principal amount thereof;

                  (d) Current accounts payable, accrued expenses and other
current items arising out of transactions (other than borrowings) in the
ordinary course of business;

                  (e) Purchase money Indebtedness or Capitalized Lease
Obligations for purchases or leases of equipment in the ordinary course of
business or Indebtedness represented by unsecured promissory notes; provided,
however, that the amount of such Indebtedness, when combined with the amount
guaranteed pursuant to Section 6.03(d) hereof, shall not exceed Ten Million and
00/100 Dollars ($10,000,000.00) as to the aggregate, at any time, of all such
purchase money Indebtedness, Capitalized Lease Obligations, outstanding notes
and guarantees; and

                  (f) Indebtedness in connection with the loans permitted
pursuant to Section 6.04(f) hereof.

            6.03 Guarantees and Contingent Liabilities. No Borrower nor any
Subsidiary of a Borrower shall, at any time directly or indirectly assume,
guarantee, endorse or otherwise agree, become or remain directly or contingently
liable upon or with respect to any obligation or liability of any other Person
other than a Borrower or any Subsidiary of a Borrower, except:

                  (a) indemnities of directors and officers in their capacities
as such, as permitted by Law;

                  (b) endorsements on negotiable or other instruments in any
amount for deposit or collection or similar transactions in the ordinary course
of their businesses;

                  (c) those guarantees, indemnifications and performance bonds
existing on the Closing Date and set forth on Schedule 6.03 attached to this
Agreement; and

                  (d) other guarantees with respect to obligations or
liabilities in an aggregate amount which, when combined with the aggregate
outstanding amount of the Indebtedness permitted pursuant to Section 6.02(e)
hereof, shall not exceed Ten Million and 00/100 Dollars ($10,000,000.00).

                                      -40-

<PAGE>

            6.04 Loans and Investments. No Borrower nor any Subsidiary of a
Borrower shall purchase, own or invest in any stock or other securities of any
Person, or all or substantially all of the assets of any Person, or any business
or division of any Person (whether in a single or series of related
transactions) or make or permit to exist any investment or capital contribution
to or acquire any interest whatsoever in any other Person or permit to exist any
loans or advances to any Person except:

                  (a) equity investments in the Subsidiaries as set forth on
Schedule 3.18 to this Agreement;

                  (b) Acquisitions permitted under Section 6.05 hereof;

                  (c) Loans to any Borrower from any Subsidiary of such
Borrower;

                  (d) other loans and investments existing on the Closing Date
and set forth on Schedule 6.04 attached to this Agreement;

                  (e) investments in (i) direct obligations of the United States
of America or any agency thereof, (ii) obligations guaranteed by the United
States of America, (iii) prime commercial paper (rated by Moody's Investors
Service at not less than a A-2 and by Standard & Poors at not less than P-2),
(iv) certificates of deposit or repurchase agreements issued by any Bank or any
commercial bank having capital and surplus in excess of One Hundred Million
Dollars ($100,000,000); (v) deposit accounts in and banker's acceptances of,
commercial banks, and (vi) investments (other than equity investments listed on
Schedule 3.18 attached hereto and the loans set forth in Section 6.04(f) below)
in any other Borrower or Subsidiary incurred in the ordinary course of business
and pursuant to usual and customary terms in the form of advances to such
Borrower or Subsidiary; provided, however, that (A) the total amount of all such
future advances made by the Borrowers to those Subsidiaries which are not
Borrowers, minus (B) the total amount of all such advances made by those
Subsidiaries which are not Borrowers to the Borrowers shall not, at any time,
exceed Fifteen Million and 00/100 Dollars ($15,000,000.00) and provided,
further, that the total amount of all such advances made by the Borrowers to any
single Subsidiary that is not a Borrower shall not exceed Ten Million and 00/100
Dollars ($10,000,000.00);

                  (f) loans made by a Borrower to (i) Baker/Mellon Stuart, (ii)
Baker Heavy & Highway, Inc., a Pennsylvania corporation and (iii) Baker
GeoResearch, Inc., a District of Columbia corporation; provided, however, that
the aggregate amount of all such loans shall not exceed an amount equal to
Twenty-Five Million and 00/100 Dollars ($25,000,000.00)];

                  (g) subject to Section 6.11 hereof, repurchases of outstanding
common stock of any Borrower as may be authorized by the board of directors of
such Borrower from time to time; and

                  (h) other investments in an aggregate amount not to exceed Two
Million and 00/100 Dollars ($2,000,000.00) at any time.

            6.05 Acquisitions. No Borrower nor any Subsidiary of a Borrower
shall make an Acquisition or enter into any agreement with respect thereto,
except Acquisitions of Persons

                                      -41-

<PAGE>

in businesses similar to those described in the 2003 Form 10-K so long as each
of the following conditions are satisfied:

                  (a) the Agent shall be given at least thirty (30) days advance
written notice of any such Acquisition with a purchase price in excess of Two
Million Dollars ($2,000,000.00);

                  (b) the Agent and the Banks shall have received all
documentation with respect to such Acquisition including, but not limited to,
the purchase agreement and all related documentation and approvals as requested
by the Agent or any Bank;

                  (c) if requested by the Agent or any Bank, the Borrowers shall
deliver to the Agent and the Banks, pro forma financial statements of the
Borrowers and their Subsidiaries after giving affect to such Acquisition;

                  (d) immediately before and after the closing and funding of
such Acquisition, the amount available under the Revolving Credit Facility
Commitment shall be greater than or equal to Ten Million and 00/100 Dollars
($10,000,000.00);

                  (e) no Event of Default or Potential Default shall exist prior
to such Acquisition and no Event of Default or Potential Default shall occur or
exist as a result of such Acquisition; and

                  (f) the aggregate purchase price of all such Acquisitions
shall not exceed (i) Fifteen Million and 00/100 Dollars ($15,000,000.00) in the
aggregate in any fiscal year and (ii) Twenty-Five Million and 00/100 Dollars
($25,000,000.00) in the aggregate during the term of this Agreement.

            6.06 Partnerships, Combinations, Mergers or Consolidations. No
Borrower nor any Subsidiary of a Borrower shall form a partnership or merge or
consolidate with or into any other Person, or agree to do any of the foregoing,
except:

                  (a) the Borrowers may permit any of their Subsidiaries to
merge with or consolidate into a Borrower if the Borrower is the surviving
entity;

                  (b) the Borrowers may permit any of their Subsidiaries to
merge with or consolidate with another Subsidiary;

                  (c) any Borrower may merge with any other Borrower; and

                  (d) the Borrowers and their Subsidiaries may complete
Acquisitions permitted under Section 6.05 hereof.

            6.07 Dispositions of Assets. No Borrower nor any Subsidiary of a
Borrower shall sell, convey, pledge, assign, lease, abandon or otherwise
transfer or dispose of, voluntarily or involuntarily (any of the foregoing being
referred to in this Section as a transaction and any series of related
transactions constituting but a single transaction), any of their respective
properties or assets, tangible or intangible (including stock of Subsidiaries)
except:

                                      -42-

<PAGE>

                  (a) sales of inventory in the ordinary course of business;

                  (b) sales of assets which are no longer useful to the business
of the Borrowers or their Subsidiaries, made in the ordinary course of business;
and

                  (c) so long as no Event of Default or Potential Default shall
have occurred, sales or dispositions of assets in the ordinary course of a
Borrower's business having a fair market value, at the time of sale or
disposition, not in excess of Two Million Five Hundred Thousand and 00/100
Dollars ($2,500,000.00) in the aggregate for all such sales and dispositions in
any fiscal year.

            6.08 Double Negative Pledge. No Borrower nor any Subsidiary of a
Borrower shall enter into or suffer to exist any agreement with any Person,
other than in connection with this Agreement, which prohibits or limits the
ability of the Borrowers or any Subsidiary to create, incur, assume or suffer to
exist any Lien upon or with respect to any property or assets of any kind (real
or personal, tangible or intangible) of the Borrowers or any Subsidiary, whether
now owned or hereafter acquired or created.

            6.09 Self-Dealing. No Borrower nor any Subsidiary of a Borrower
shall enter into or carry out any loan, advance or other transaction (including,
without limitation, purchasing property or services, or selling property or
services) with any Affiliate, except that shareholders, directors, officers or
partners of a Borrower or a Subsidiary may render services to such Borrower or
Subsidiary for compensation at the same rates generally paid by corporations or
partnerships engaged in the same or similar businesses, and a Borrower or a
Subsidiary may enter into transactions with Affiliates if such transactions are
disclosed to the Agent and the Banks and made on terms comparable to those which
could be obtained in arms length transactions with a Person who is not an
Affiliate.

            6.10 Capital Expenditures. The Borrowers will not, and will not
permit any Subsidiary to, make or commit to make, Capital Expenditures in any
fiscal year aggregating, for all Borrowers and Subsidiaries, more than Eight
Million and 00/100 Dollars ($8,000,000.00). For purposes of this Section 6.10,
amounts paid with respect to Acquisitions shall not constitute Capital
Expenditures.

            6.11 Distributions. No Borrower shall declare, make, pay, or agree,
become or remain liable to make or pay, any Distributions of any nature (whether
in cash, property, securities or otherwise) on account of or in respect of any
shares of the capital stock of such Borrower or on account of the purchase,
redemption, retirement or acquisition of any shares of the capital stock (or
warrants, options or rights for any shares of the capital stock of the Borrower)
other than (i) Distributions declared, made or paid by a Subsidiary of a
Borrower to such Borrower or (ii) Distributions in an aggregate amount not to
exceed Five Million and 00/100 Dollars ($5,000,000.00) during the term of this
Agreement.

            6.12 Margin Stock. The Borrowers will not use the proceeds of any
Loans directly or indirectly to purchase or carry any "margin stock" (within the
meaning of Regulations U, T, or X of the Board of Governors of the Federal
Reserve System) or to extend credit to others for the purpose of purchasing or
carrying, directly or indirectly, any margin stock.

                                      -43-

<PAGE>

            6.13 Fiscal Year; Tax Designation. No Borrower shall change its
fiscal year; or elect to be designated as an entity other than its current tax
designation without the prior written consent of the Agent and the Majority
Banks.

            6.14 Anti-Terrorism Laws. The Borrowers and their respective
Affiliates and agents shall not (i) conduct any business or engage in any
transaction or dealing with any Blocked Person, including making or receiving
any contribution of funds, goods or services to or for the benefit of any
Blocked Person, (ii) deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to the Executive
Order No. 13224; or (iii) engage in or conspire to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in the Executive Order No. 13224, the
USA Patriot Act or any other Anti-Terrorism Law. The Borrowers shall deliver to
the Bank any certification or other evidence requested from time to time by the
Bank in its sole discretion, confirming the Borrowers' compliance with this
Section 6.14.

                                  ARTICLE VII

                                    DEFAULTS

            7.01 Events of Default. An Event of Default means the occurrence or
existence of one or more of the following events or conditions (whatever the
reason for such Event of Default and whether voluntary, involuntary or effected
by operation of Law):

                  (a) The Borrowers shall fail to pay principal on any of the
Notes when due; or

                  (b) The Borrowers shall fail to pay interest on the Loans or
any fees payable pursuant to Article II of this Agreement within five (5) days
of the date such interest or fees are due; or

                  (c) The Borrowers shall fail to pay any other fee, or other
amount payable pursuant to this Agreement, the Notes or any of the other Loan
Documents within ten (10) days after written notice to MBC by the Agent or any
Bank; or

                  (d) Any representation or warranty made by any Borrower under
this Agreement, the Notes or any of the other Loan Documents or any statement
made by any Borrower in any financial statement, certificate, report, exhibit or
document furnished by the Borrowers to the Agent or any Bank pursuant to this
Agreement or the other Loan Documents shall prove to have been false or
misleading in any material respect as of the time when made; or

                  (e) Any Borrower shall be in default in the performance or
observance of any covenant contained in Sections 5.01(h); 5.01(i); 5.01(j);
5.01(k); 5.13 or any section in Article VI hereof (other than Section 6.14); or

                  (f) Any Borrower shall be in default in the performance or
observance of any covenant contained in Sections 5.01(a); 5.01(b); 5.01(c);
5.01(d); 5.01(e); 5.01(f); 5.01(g); 5.07 or 5.08 hereof and such default shall
not have been cured within fifteen (15) days of the occurrence of such default;
or

                                      -44-

<PAGE>

                  (g) Any Borrower shall be in default in the performance or
observance of any covenant contained in Sections 5.02; 5.03; 5.05; 5.09; 5.10,
5.14 or 6.14 hereof and such default shall not have been cured within thirty
(30) days of the occurrence of such default; or

                  (h) Any Borrower shall be in default in the performance or
observance of any other covenant hereof or under any other Loan Document, or any
Bank-Provided Hedge and such default shall not have been cured within thirty
(30) days after written notice to MBC by the Agent; or

                  (i) Any Borrower or any Subsidiary shall (i) default (as
principal or guarantor or other surety) in any payment of principal of or
interest on any obligation (or set of related obligations) for borrowed money in
excess of One Million and 00/100 Dollars ($1,000,000.00), beyond any period of
grace with respect to the payment or, if such obligation (or set of related
obligations) is or are payable or repayable on demand, fails to pay or repay
such obligation or obligations when demanded, or (ii) default in the observance
of any other covenant, term or condition contained in any agreement or
instrument by which an obligation (or set of related obligations) is or are
created, secured or evidenced, if the effect of such default is to cause, or to
permit the holder or holders of such obligation or obligations (or a trustee or
agent on behalf of such holder or holders) to cause, all or part of such
obligation or obligations to become due before its or their otherwise stated
maturity; or

                  (j) One or more final judgments for the payment of money in
excess of One Million and 00/100 Dollars ($1,000,000.00) shall have been entered
against any Borrower or any Subsidiary and, in the case of any such judgment or
judgments which in the aggregate are less than Two Million and 00/100 Dollars
($2,000,000.00), such judgment or judgments shall have remained undischarged and
unstayed for a period of thirty (30) consecutive days; or

                  (k) A writ or warrant of attachment, garnishment, execution,
distraint or similar process, exceeding in value the aggregate amount of One
Hundred Thousand and 00/100 Dollars ($100,000.00), shall have been issued
against any Borrower or any Subsidiary or any of their respective properties
and, in the event the value of such matters is in the aggregate less than One
Million and 00/100 Dollars ($1,000,000.00), such shall remain undischarged and
unstayed for a period of thirty (30) consecutive days; or

                  (l) The Majority Banks have determined in their reasonable
judgment that a Material Adverse Change has occurred or that the prospect of
payment or performance of any covenant, agreement or duty under this Agreement,
the Notes or the other Loan Documents is impaired; or

                  (m) A Change of Control shall occur; or

                  (n) (i) A Termination Event with respect to a Plan shall
occur, (ii) any Person shall engage in any prohibited transaction involving any
Plan, (iii) an accumulated funding deficiency, whether or not waived, shall
exist with respect to any Plan, (iv) any Borrower or any ERISA Affiliate shall
be in "Default" (as defined in Section 4219(c)(5) of ERISA with respect to
payments due to a multi-employer Plan resulting from such Borrower's or

                                      -45-

<PAGE>

any ERISA affiliate's, complete or partial withdrawal (as described in Section
4203 or 4205 of ERISA) from such Plan, or (v) any other event or condition shall
occur or exist with respect to a single employer Plan, except that no such event
or condition shall constitute an Event of Default if it, together with all other
events or conditions at the time existing, would not have a Material Adverse
Effect; or

                  (o) A proceeding shall be instituted in respect of any
Borrower or any Subsidiary:

                        (i) seeking to have an order for relief entered in
respect of such Borrower or any Subsidiary or seeking a declaration or entailing
a finding that such Borrower or any Subsidiary is insolvent or a similar
declaration or finding, or seeking dissolution, winding-up, charter revocation
or forfeiture, liquidation, reorganization, arrangement, adjustment, composition
or other similar relief with respect to such Borrower or any Subsidiary, its
assets or debts under any Law relating to bankruptcy, insolvency, relief of
debtors or protection of creditors, termination of legal entities or any other
similar Law now or in the future which shall not have been dismissed or stayed
within thirty (30) days after such proceedings were instituted; or

                        (ii) seeking appointment of a receiver, trustee,
custodian, liquidator, assignee, sequestrator or other similar official for any
Borrower or any Subsidiary or for all or any substantial part of its property
which shall not have been dismissed or stayed within thirty (30) days after such
proceedings were instituted; or

                  (p) Any Borrower shall voluntarily suspend transaction of its
business, any Borrower or any Subsidiary shall become insolvent, shall become
generally unable to pay its debts as they become due, shall make a general
assignment for the benefit of creditors, shall institute a proceeding described
in Section 7.01(o)(i) of this Agreement or shall consent to any order for
relief, declaration, finding or relief described in Section 7.01(o)(i) of this
Agreement, shall institute a proceeding described in Section 7.01(o)(ii) of this
Agreement or shall consent to the appointment or to the taking of possession by
any such official of all or any substantial part of its property whether or not
any proceeding is instituted, shall dissolve, wind-up or liquidate itself or any
substantial part of its property, or shall take any action in furtherance of any
of the foregoing.

            7.02 Consequences of an Event of Default.

                  (a) If an Event of Default specified in subsections (c)
through (n) of Section 7.01 of this Agreement occurs, the Agent and the Banks
will be under no further obligation to make Loans or issue Letters of Credit and
may at the option of the Majority Banks (i) demand the unpaid principal amount
of the Notes, interest accrued on the unpaid principal amount thereof and all
other amounts owing by the Borrowers under this Agreement, the Notes and the
other Loan Documents to be immediately due and payable without presentment,
demand, protest or further notice of any kind, all of which are expressly
waived, and an action for any amounts due shall accrue immediately; and (ii)
require the Borrowers to, and the Borrowers shall thereupon, deposit in a
non-interest bearing account with the Agent, as cash collateral for their
obligations under the Loan Documents, an amount equal to one hundred five
percent (105%) of

                                      -46-

<PAGE>

the Letter of Credit Reserve, and the Borrowers hereby pledge to the Agent, and
grant to the Agent a security interest in, all such cash as security for such
obligations of the Borrowers.

                  (b) If an Event of Default specified in subsections (a), (b),
(o) or (p) of Section 7.01 of this Agreement occurs and continues or exists, the
Agent and the Banks will be under no further obligation to make Loans or issue
Letters of Credit and the unpaid principal amount of the Notes, interest accrued
thereon and all other amounts owing by the Borrowers under this Agreement, the
Notes and the other Loan Documents shall automatically become immediately due
and payable without presentment, demand, protest or notice of any kind, all of
which are expressly waived, and an action for any amounts due shall accrue
immediately.

            7.03 Set-Off. If the unpaid principal amount of the Notes, interest
accrued on the unpaid principal amount of the Notes or other amount owing by the
Borrowers under this Agreement, the Notes or the other Loan Documents shall have
become due and payable (at maturity, by acceleration or otherwise), each of the
Banks, any assignee of the Banks and the holder of any participation in any Loan
will each have the right, in addition to all other rights and remedies available
to it, without notice to the Borrowers, to set-off against and to appropriate
and apply to such due and payable amounts any debt owing to, and any other funds
held in any manner for the account of, any Borrower by such Bank, by such
assignee or by such holder including, without limitation, all funds in all
deposit accounts (whether time or demand, general or special, provisionally
credited or finally credited, or otherwise) now or in the future maintained by
any Borrower with such Bank, assignee or holder. The Borrowers consent to and
confirm the foregoing arrangements and confirm the Banks' rights, such
assignee's rights and such holder's rights of banker's lien and set-off. Nothing
in this Agreement will be deemed a waiver or prohibition of or restriction on
the Banks' rights, such assignee's rights or any such holder's rights of
banker's lien or set-off.

            7.04 Equalization. Each Bank agrees with the other Banks that if, at
any time, it shall obtain any Advantage over the other Banks or any thereof in
respect of the Indebtedness of the Borrowers to the Banks, it shall purchase
from the other Banks, for cash and at par, such additional participation in the
Indebtedness of the Borrowers to the Banks as shall be necessary to nullify the
Advantage. If any such Advantage resulting in the purchase of an additional
participation as aforesaid shall be recovered in whole or in part from the Bank
receiving the Advantage, each such purchase shall be rescinded and the purchase
price restored (but without interest unless the Bank receiving the Advantage is
required to pay interest on the Advantage to the Person recovering the Advantage
from such Bank) ratably to the extent of the recovery. Each Bank agrees with the
other Banks that if it, at any time, shall receive any payment for or on behalf
of the Borrowers on any Indebtedness of the Borrowers to that Bank by reason of
offset of any deposit or other Indebtedness of the Borrowers to the Banks, it
will apply such payment first to any and all Indebtedness of the Borrowers to
the Banks pursuant to this Agreement (including, without limitation, any
participation purchased or to be purchased pursuant to this Section or any other
Section of this Agreement). The Borrowers agree that any Bank so purchasing a
participation from the other Banks or any thereof pursuant to this Section may
exercise all of its rights of payment (including the right of setoff) with
respect to such participation as fully as if such Bank was a direct creditor of
the Borrowers in the amount of such participation.

                                      -47-

<PAGE>

            7.05 Other Remedies. The remedies in this Article VII are in
addition to, not in limitation of, any other right, power, privilege, or remedy,
either in Law, in equity, or otherwise, to which the Banks may be entitled. The
Agent shall exercise the rights under this Article VII and all other collection
efforts on behalf of the Banks and no Bank shall act independently with respect
thereto, except as otherwise specifically set forth in this Agreement.

                                  ARTICLE VIII

                     THE AGENT; ASSIGNMENTS; PARTICIPATIONS

            8.01 Appointment and Authorization; No Liability. The Banks
authorize Citizens and Citizens hereby agrees to act as agent for the Banks in
respect of this Agreement and the other Loan Documents upon the terms and
conditions set forth in this Agreement. Each Bank hereby irrevocably appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers hereunder as are expressly delegated to the Agent by the
terms of this Agreement and any of the other Loan Documents, together with such
powers as are reasonably incidental thereto; provided that no duties or
responsibilities not expressly assumed herein or therein shall be implied to
have been assumed by the Agent. The relationship between the Agent and the Banks
is and shall be that of agent and principal only, and nothing contained in this
Agreement or any of the other Loan Documents shall be construed to constitute
the Agent as a trustee for any Bank. Neither the Agent nor any of its
shareholders, directors, officers, attorneys or employees nor any other Person
assisting them in their duties nor any agent or employee thereof, shall (a) be
liable for any waiver, consent or approval given or action taken or omitted to
be taken by it or them hereunder or under any of the Loan Documents or in
connection herewith or therewith or be responsible for the consequences of any
oversight or error of judgment whatsoever, or (b) be liable to the Borrowers for
consequential damages resulting from any breach of contract, tort or other wrong
in connection with the negotiation, documentation, administration or collection
of the Loans or any of the Loan Documents, except with respect to (a) and (b)
hereof, to the extent of its or their willful misconduct or gross negligence as
finally determined by a court of competent jurisdiction.

            8.02 Employees and Agents. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Agreement and the other Loan Documents and shall
not be liable for action taken or suffered in good faith by it in accordance
with the opinion of such counsel. The Agent may utilize the services of such
Persons as the Agent in its sole discretion may determine, and all reasonable
fees and expenses of any such Persons shall be paid by the Borrowers and if not
paid by the Borrowers shall be paid by the Banks based upon their respective
Commitment Percentages.

            8.03 No Representations; Each Bank's Independent Investigation. The
Agent shall not be responsible for (a) the execution, validity or enforceability
of this Agreement, the Notes, any of the other Loan Documents or any instrument
at any time constituting, or intended to constitute, collateral security for the
Notes, (b) the value of any such collateral security, (c) the validity,
enforceability or collectibility of any such amounts owing with respect to the
Notes, or (d) any recitals or statements, warranties or representations made
herein or in any of the other

                                      -48-

<PAGE>

Loan Documents or in any certificate or instrument hereafter furnished to it by
or on behalf of the Borrowers. The Agent shall not be bound (a) to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or in any instrument at any time constituting, or
intended to constitute, collateral security for the Indebtedness evidenced by
the Notes or (b) to ascertain whether any notice, consent, waiver or request
delivered to it by the Borrowers or any holder of any of the Notes shall have
been duly authorized or is true, accurate and complete. The Agent has not made
nor does it now make any representations or warranties, express or implied, nor
does it assume any liability to the Banks with respect to the creditworthiness,
financial condition or any other condition of the Borrowers or with respect to
the statements contained in any information memorandum furnished in connection
herewith or in any other oral or written communication between the Agent and
such Bank. Each Bank acknowledges that it has, independently without reliance
upon the Agent or any other Bank, and based upon such information and documents
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement and agrees that the Agent has no duty or responsibility,
either initially or on a continuing basis, to provide any Bank with any credit
or other information with respect thereto (other than such notices as may be
expressly required to be given by the Agent to the Banks hereunder).

            8.04 Payments to Banks.

                  (a) As between the Agent and the Borrowers, a payment by the
Borrowers to the Agent hereunder or any of the other Loan Documents for the
account of any Bank shall constitute a payment to such Bank. The Agent agrees to
promptly, but in any event not later than the end of the following Business Day,
distribute to each Bank such Bank's Pro Rata Share of payments received by the
Agent for the account of the Banks in immediately available funds.

                  (b) If in the opinion of the Agent the distribution of any
amount received by it in such capacity hereunder, under the Notes or under any
of the other Loan Documents, could reasonably be expected to involve it in
liability, it may refrain from making distribution until its right to make
distribution shall have been adjudicated by a court of competent jurisdiction.
If a court of competent jurisdiction shall adjudge that any amount received by
the Agent for the account of the Banks is to be distributed, the Agent shall
distribute to each Bank such Bank's Pro Rata Share of the amount so adjudged to
be distributed or in such manner as shall be determined by such court, together
with interest thereon, in respect of each day during the period commencing on
the date such amount was made available to the Agent and ending on the date the
Agent distributes such amount, at a rate per annum equal to the interest rate
earned by the Agent on such amount during such period. If a court of competent
jurisdiction shall adjudge that any amount received and distributed by the Agent
is to be repaid, each Person to whom any such distribution shall have been made
shall either repay to the Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such
Persons as shall be determined by such court.

                  (c) Notwithstanding anything to the contrary contained in this
Agreement or any of the other Loan Documents, any Bank that fails (i) to make
available to the Agent its Pro Rata Share of any Loan that the Agent made on its
behalf or (ii) to comply with the provisions of Section 7.04 with respect to it
obtaining an Advantage, in each case as, when and

                                      -49-

<PAGE>

to the full extent required by the provisions of this Agreement, shall be deemed
delinquent and shall not be entitled to vote on any matters until such time as
such delinquency is cured. Such Bank shall be deemed to have assigned any and
all payments due it from the Borrowers, whether on account of outstanding Loans,
interest, fees or otherwise, to the remaining Banks for application to, and
reduction of, their respective Pro Rata Shares of all outstanding Loans. Such
Bank hereby authorizes the Agent to distribute such payments to the other Banks
in proportion to their respective Pro Rata Shares of all outstanding Loans. Such
Bank shall be deemed to have satisfied in full a delinquency when and if the
Banks' respective Pro Rata Shares of all outstanding Loans have returned to
those in effect immediately prior to such delinquency and without giving effect
to the nonpayment causing such delinquency.

            8.05 Note Holders. The Agent may treat the payee of any Note as the
holder thereof until written notice of transfer shall have been filed with it
signed by such payee and in form satisfactory to the Agent.

            8.06 Documents. The Agent shall not be under any duty to examine
into or pass upon the validity, effectiveness, genuineness or value of any Loan
Documents or any other document furnished pursuant hereto or in connection
herewith or the value of any collateral obtained hereunder, and the Agent shall
be entitled to assume that the same are valid, effective and genuine and what
they purport to be.

            8.07 Agents and Affiliates. With respect to the Loans, the Agent
shall have the same rights and powers hereunder as any other Bank and may
exercise the same as though it were not the agent, and the Agent and its
affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrowers or any of their Affiliates.

            8.08 Indemnification of Agent. The Banks ratably agree to indemnify
and hold harmless the Agent (to the extent not indemnified by the Borrowers)
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent in its capacity as agent in any way relating to or arising out
of this Agreement or any Loan Document or any action taken or omitted by the
Agent with respect to this Agreement or any Loan Document, provided that no Bank
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
attorney fees) or disbursements resulting from the Agent's gross negligence or
willful misconduct as finally determined by a court of competent jurisdiction.
The obligations of the Banks under this Section 8.08 shall survive the payment
in full of all amounts due pursuant to this Agreement or any other Loan Document
and the termination of this Agreement.

            8.09 Successor Agent. The Agent may resign as agent hereunder by
giving not fewer than thirty (30) days' prior written notice to the Borrowers
and the Banks. If the Agent shall resign under this Agreement, then either (a)
the Majority Banks shall appoint from among the Banks a successor agent for the
Banks or (b) if a successor agent shall not be so appointed and approved within
the thirty (30) day period following the Agent's notice to the Banks of its
resignation, then the Agent shall appoint a successor agent who shall serve as
agent until such time as the Majority Banks appoint a successor agent pursuant
to clause (a). Upon its appointment, such successor agent shall succeed to the
rights, powers and duties as agent, and

                                      -50-

<PAGE>

the term "Agent" shall mean such successor effective upon its appointment, and
the former agent's rights, powers and duties as agent shall be terminated
without any other or further act or deed on the part of such former agent or any
of the parties to this Agreement.

            8.10 Knowledge of Default. It is expressly understood and agreed
that the Agent shall be entitled to assume that no Event of Default or Potential
Default has occurred and is continuing unless the Agent has been notified by a
Bank or the Borrowers in writing that such Bank or the Borrowers consider that
an Event of Default or Potential Default has occurred and is continuing and
specifying the nature thereof.

            8.11 Action by Agent. So long as the Agent shall be entitled,
pursuant to Section 8.10 hereof, to assume that no Event of Default or Potential
Default shall have occurred and be continuing, the Agent shall be entitled to
use its discretion with respect to exercising or refraining from exercising any
rights which may be vested in it by, or with respect to taking or refraining
from taking any action or actions which it may be able to take under or in
respect of, this Agreement. The Agent shall incur no liability under or in
respect of this Agreement by acting upon any notice, certificate, warranty or
other paper or instrument believed by it to be genuine or authentic or to be
signed by the proper party or parties, or with respect to anything which it may
do or refrain from doing in the reasonable exercise of its judgment.

            8.12 Notification of Potential Defaults and Events of Defaults. Each
Bank hereby agrees that, upon learning of the existence of a Potential Default
or Event of Default, it shall promptly notify the Agent thereof. In the event
that the Agent receives notice of an Event of Default or Potential Default, the
Agent shall promptly notify all of the Banks and shall take such action and
assert such rights under this Agreement as the Majority Banks shall direct and
the Agent shall promptly inform the Banks in writing of the action taken. The
Agent may take such action and assert such rights as it deems to be advisable,
in its discretion, for the protection of the interests of the holders of the
Notes.

            8.13 Declaration of Invalidation. Each Bank agrees that, to the
extent that any payments received by any Bank from the Borrowers or otherwise on
account of the Loans are subsequently invalidated, declared to be fraudulent or
preferential, set aside or judicially required to be repaid to a
debtor-in-possession, trustee, receiver, custodian or any other Person in
connection with any proceeding referred to in Section 7.01(p) hereof or any
similar cause of action ("Preference"), then, to the extent of such Preference,
each Bank shall, upon demand, reimburse the Bank subject to such Preference in
the amount necessary to cause each Bank to be affected by such Preference in
proportion to its Pro Rata Share of the Loans.

            8.14 Pro Rata Portion, Pari Passu and Equal. The Pro Rata Share of
each Bank in the Loans and the Letters of Credit shall be pari passu and equal
with the Pro Rata Share of each other Bank and no Bank shall have priority over
the other.

            8.15 Cooperation. Each Bank agrees that it shall cooperate in good
faith and in a commercially reasonable manner with each other Bank and take
whatever reasonable actions (at its own expense) are necessary to implement
decisions made in accordance with this Agreement and with each of the other Loan
Documents relating thereto.

                                      -51-

<PAGE>

            8.16 Obligations Several. The obligations of the Banks hereunder are
several and not joint. Nothing contained in this Agreement, and no action taken
by the Agent or the Banks pursuant hereto, shall be deemed to constitute a
partnership, association, joint venture or other entity between any of the
Banks. No default by any Bank hereunder shall excuse any Bank from any
obligation under this Agreement, but no Bank shall have or acquire any
additional obligation of any kind by reason of such default. The relationship
among the Borrowers and the Banks with respect to the Loan Documents and any
other document executed in connection therewith is and shall be solely that of
debtor and creditors, respectively, and neither the Agent nor any Bank has any
fiduciary obligation toward the Borrowers with respect to any such documents or
the transactions contemplated thereby.

            8.17 Bank Assignments/Participations.

            A. Assignment/Transfer of Commitments.

Each Bank shall have the right at any time or times to assign or transfer to
another Eligible Assignee, without recourse, all or a portion of (a) that Bank's
Commitment, (b) all Loans made by that Bank, (c) that Bank's Notes, and (d) that
Bank's participation purchased pursuant to Section 7.04; provided, however, in
each such case, that the transferor and the transferee shall have complied with
the following requirements:

                        (i) Prior Consent of Agent. No transfer may be
consummated pursuant to this Section 8.17(A) (including, without limitation, a
transfer from one Bank to another Bank) without the prior written consent of the
Agent (other than a transfer by any Bank to any affiliate of such Bank or a
transfer occurring during the existence of an Event of Default or Potential
Default), which consent of the Agent shall not be unreasonably withheld, delayed
or conditioned.

                        (ii) Prior Consent of Borrowers. No transfer may be
consummated pursuant to this Section 8.17(A) (including, without limitation, a
transfer from one Bank to another Bank) without the prior written consent of the
Borrowers (other than a transfer by any Bank to any affiliate of such Bank or a
transfer occurring during the existence of an Event of Default or Potential
Default), which consent of the Borrowers shall not be unreasonably withheld,
delayed or conditioned.

                        (iii) Minimum Amount. No transfer may be consummated
pursuant to this Section 8.17(A) (including, without limitation, a transfer from
one Bank to another Bank other than a transfer by any Bank to an affiliate of
such Bank) in an aggregate amount less than (a) Five Million and 00/100 Dollars
($5,000,000.00) or (b) if such Bank's Commitment is at any time less than Five
Million and 00/100 Dollars ($5,000,000.00), the entire amount of such Bank's
Commitment.

                        (iv) Agreement; Transfer Fee. Unless the transfer shall
be to an affiliate of the transferor or the transfer shall be due to merger of
the transferor or for regulatory purposes, the transferor (A) shall remit to the
Agent, for its own account, an administrative fee of Three Thousand Five Hundred
and 00/100 Dollars ($3,500.00) and (B) shall cause the transferee to execute and
deliver to the Borrowers, the Agent and each Bank (1) an Assignment

                                      -52-

<PAGE>

Agreement, in the form of Exhibit "C" attached hereto and made a part hereof (an
"Assignment Agreement') together with the consents and releases and the
Administrative Questionnaire referenced therein, and (2) such additional
amendments, assurances and other writings as the Agent may reasonably require.

                        (v) Notes. Upon its receipt of an Assignment Agreement
executed by the parties to such Assignment, together with each Note subject to
such Assignment Agreement, the Agent shall (a) record the information contained
therein in the Register, and (b) give prompt notice thereof to the Borrowers and
the other Banks. Within five (5) Business Days after receipt of such notice, the
Borrowers, at their own expense, shall execute and deliver (A) to the Agent, the
transferor and the transferee, any consent or release (of all or a portion of
the obligations of the transferor) to be delivered in connection with the
Assignment Agreement, and (B) to the transferee and, if applicable, the
transferor, the appropriate Notes. Upon delivery of the new Notes, the
transferor's Notes shall be promptly returned to the Borrowers marked
"replaced".

                        (vi) Parties. Upon satisfaction of the requirements of
this Section 8.17(A), including the payment of the fee and the delivery of the
documents set forth in Section 8.17(A) (iv), (A) the transferee shall become and
thereafter be deemed to be a "Bank" for the purposes of this Agreement, (B) if
the transferor transfers all of its interest, the transferor shall cease to be
and thereafter shall no longer be deemed to be a "Bank" and shall have no
further rights or obligations under or in connection herewith, and (C) the
signature pages hereof and Schedule 1 hereto shall be automatically amended,
without further action, to reflect the result of any such transfer.

                        (vii) The Register. The Agent shall maintain a copy of
each Assignment Agreement delivered to it and a register or similar list (the
"Register") for the recordation of the names and addresses of the Banks and the
Commitment Percentages of, and principal amount of the Loans owing to, each Bank
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, with respect to such information, and the Borrowers,
the Agent and the Banks may treat each financial institution whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrowers or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

                        (viii) Certain Representations and Warranties;
Limitations; Covenants. By executing and delivering an Assignment Agreement, the
parties to the Assignment thereunder confirm to and agree with each other and
the other parties hereto as follows:

                              (a) Other than the representation and warranty
that it is the legal and beneficial owner of the interest being assigned thereby
free and clear of any adverse claim, the assigning Bank makes no representation
and warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto;

                                      -53-

<PAGE>

                              (b) The assigning Bank makes no representation or
warranty and assumes no responsibility of the financial condition of the
Borrowers or any other Person primarily or secondarily liable in respect of any
of the Indebtedness of the Borrowers to the Banks, or the performance or
observance by the Borrowers or any other Person primarily or secondarily liable
in respect of any of the Indebtedness of the Borrowers to the Banks or any of
their obligations under this Agreement or any of the other Loan Documents or any
other instrument or document furnished pursuant hereto or thereto;

                              (c) Such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent financial
statements referred to in Section 5.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into the Assignment Agreement;

                              (d) Such assignee will, independently and without
reliance upon the assigning Bank, the Agent or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement;

                              (e) Such assignee represents and warrants that it
is an Eligible Assignee;

                              (f) Such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to the Agent
by the terms hereof or thereof, together with such powers as are reasonably
incidental thereto;

                              (g) Such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Bank; and

                              (h) Such assignee represents and warrants that it
is legally authorized to enter into such Assignment Agreement.

            B. Participations.

            Each Bank shall have the right at any time or times, without the
consent of any other party, to sell one or more participations or
sub-participations to one or more financial institutions, in all or any part of
(a) that Bank's Commitment, (b) that Bank's Commitment Percentage, (c) any Loan
made by that Bank, (d) any Note delivered to that Bank pursuant to this
Agreement and (e) that Bank's participations, if any, purchased pursuant to
Section 7.04 or this Section 8.17(B).

                  (i) Rights Reserved. In the event any Bank shall sell any
participation or sub-participation, that Bank shall, as between itself and the
purchaser, retain all of its rights (including, without limitation, rights to
enforce against the Borrowers the Loan Documents and

                                      -54-

<PAGE>

any and all other documents in connection therewith) and duties pursuant to the
Loan Documents and any and all other documents in connection therewith,
including, without limitation, that Bank's right to approve any waiver, consent
or amendment pursuant to Section 9.02; provided, however, that (a) any such
participation shall be in a minimum amount of Five Million and 00/100 Dollars
($5,000,000.00) and (b) the holder of any such participation shall not be
entitled to require such Bank to take any action hereunder except action
directly affecting (i) any reduction in the principal amount or an interest rate
on any Loan in which such holder participates; (ii) any extension of the Expiry
Date or the date fixed for any payment of interest or principal payable with
respect to any Loan in which such holder participates; and (iii) any reduction
in the amount of any fees payable hereunder with respect to any Loan in which
such holder participates. The Borrowers hereby acknowledge and agree that the
participant under each participation shall for purposes of Sections 2.11(b),
2.12, 7.03 and 9.16 be considered to be a "Bank"; provided, however, for
purposes of Section 2.11(b), the rights of any participant shall not exceed the
rights of the participating Bank. Except as otherwise set forth herein, no
participant or sub-participant shall have any rights or obligations hereunder,
and the Borrowers and the Agent shall continue to deal with the Banks as if no
participation or sub-participation had occurred. The Agent shall continue to
distribute payments as if no participation or sub-participation had been sold.

                  (ii) No Delegation. No participation or sub-participation
shall operate as a delegation of any duty of the seller thereof. Under no
circumstances shall any participation or sub-participation be deemed a novation
in respect of all or any part of the seller's obligations pursuant to this
Agreement.

            C. Pledge by Banks. Notwithstanding the provisions of this Section
8.17, any Bank may at any time pledge all or any portion of its interest and
rights under this Agreement (including all or any portion of its Notes) to any
of the federal reserve banks organized under Section 4 of the Federal Reserve
Act, 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall
release the pledgor Bank from its obligations hereunder or under any of the
other Loan Documents.

                                   ARTICLE IX

                                 MISCELLANEOUS

            9.01 Business Days. Except as otherwise provided in this Agreement,
whenever any payment or action to be made or taken under this Agreement, or
under the Notes or under any of the other Loan Documents is stated to be due on
a day which is not a Business Day, such payment or action will be made or taken
on the next following Business Day and such extension of time will be included
in computing interest or fees, if any, in connection with such payment or
action.

            9.02 Amendments and Waivers. No amendment, modification,
termination, or waiver of any provision of this Agreement or any Loan Document,
nor consent to any variance therefrom, shall be effective unless the same shall
be in writing and signed by the Majority Banks and the Borrowers and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose given. Notwithstanding anything contained herein to the

                                      -55-
<PAGE>

contrary, unanimous consent of the Banks shall be required with respect to (a)
any increase in the Commitments hereunder, (b) the extension of the Expiry Date,
the payment date of interest or principal hereunder, or the payment of
commitment or other fees or amounts payable hereunder, (c) any reduction in the
rate of interest on the Notes, or in any amount of principal or interest due on
any Note, or the payment of commitment or other fees hereunder or any change in
the manner of pro rata application of any payments made by the Borrowers to the
Banks hereunder, (d) any change in any percentage voting requirement, voting
rights or the definition of Majority Banks in this Agreement, or (e) any
amendment to this Section 9.02, Section 9.11 or Section 7.04 hereof. Notice of
amendments or consents ratified by the Banks hereunder shall be immediately
forwarded by the Agent to all Banks. Each Bank or other holder of a Note shall
be bound by any amendment, waiver or consent obtained as authorized by this
Section, regardless of its failure to agree thereto. In the case of any such
waiver or consent relating to any provision of this Agreement, any Event of
Default or Potential Default so waived or consented to will be deemed to be
cured and not continuing, but no such waiver or consent will extend to any other
or subsequent Event of Default or Potential Default or impair any right
consequent to any other or subsequent Event of Default or Potential Default or
impair any right consequent thereto.

            9.03 No Implied Waiver: Cumulative Remedies. No course of dealing
and no delay or failure of the Agent or the Banks in exercising any right, power
or privilege under this Agreement, the Notes or any other Loan Document will
affect any other or future exercise of any such right, power or privilege or
exercise of any other right, power or privilege except as and to the extent that
the assertion of any such right, power or privilege shall be barred by an
applicable statute of limitations; nor shall any single or partial exercise of
any such right, power or privilege or any abandonment or discontinuance of steps
to enforce such a right, power or privilege preclude any further exercise of
such right, power or privilege or of any other right, power or privilege. The
rights and remedies of the Agent and the Banks under this Agreement, the Notes
or any other Loan Document are cumulative and not exclusive of any rights or
remedies which the Banks would otherwise have.

            9.04 Notices. All notices, requests, demands, directions and other
communications (collectively, "Notices") under the provisions of this Agreement
or the Notes must be in writing (including telexed or telecopied communication)
unless otherwise expressly permitted under this Agreement and must be sent by
first-class or first-class express mail, private overnight or next Business Day
courier or by telecopy with confirmation in writing mailed first class, in all
cases with charges prepaid, and any such properly given Notice will be effective
when received. All Notices will be sent to the applicable party at the addresses
stated below or in accordance with the last unrevoked written direction from
such party to the other parties.

       If to Borrowers:    William P. Mooney
                           Executive Vice President and Chief Financial Officer
                           Michael Baker Corporation
                           Airport Business Park
                           100 Airside Drive
                           Moon Township, PA  15108

                                      -56-
<PAGE>

            and a copy to:      H. James McKnight, Esquire
                                Secretary and General Counsel
                                Michael Baker Corporation
                                Airport Business Park
                                100 Airside Drive
                                Moon Township, PA  15108

                                Lee van Egmond, Esquire
                                Reed Smith LLP
                                435 Sixth Avenue
                                Pittsburgh, PA  15230

            If to Agent:        John J. Ligday
                                Vice President
                                Citizens Bank of Pennsylvania
                                525 William Penn Place
                                Pittsburgh, PA 15219

            and a copy to:      Jeffrey J. Conn, Esquire
                                Thorp Reed & Armstrong, LLP
                                One Oxford Centre
                                Pittsburgh, PA 15219-1425

            If to Banks:        At such Bank's address set forth
                                on Schedule 1 attached hereto and
                                made a part hereof

            9.05 Expenses; Taxes; Attorneys Fees. The Borrowers agree to pay or
cause to be paid and to save the Agent and the Banks harmless against liability
for the payment of all reasonable out-of-pocket expenses, including, but not
limited to reasonable fees and expenses of counsel and paralegals for the Agent
and the Banks, incurred by the Agent and the Banks from time to time (i) arising
in connection with the preparation, execution, delivery and performance of this
Agreement, the Notes and the other Loan Documents, (ii) relating to any
requested amendments, waivers or consents to this Agreement, the Notes or any of
the other Loan Documents and (iii) arising in connection with the Agent's and
the Banks' enforcement or preservation of rights under this Agreement, the Notes
or any of the other Loan Documents including, but not limited to, such expenses
as may be incurred by the Agent and the Banks in the collection of the
outstanding principal amount of the Loans. The Borrowers agree to pay all stamp,
document, transfer, recording or filing taxes or fees and similar impositions
now or in the future determined by the Agent and the Banks to be payable in
connection with this Agreement, the Notes or any other Loan Document. The
Borrowers agree to save the Agent and the Banks harmless from and against any
and all present or future claims, liabilities or losses with respect to or
resulting from any omission to pay or delay in paying any such taxes, fees or
impositions. In the event of a determination adverse to a Borrower of any action
at law or suit in equity in relation to this Agreement, the Notes or the other
Loan Documents, the Borrowers will pay, in addition to all other sums which the
Borrowers may be required to pay, a reasonable sum for

                                      -57-
<PAGE>

attorneys and paralegals fees incurred by the Agent and the Banks or the holder
of the Notes in connection with such action or suit. All payments due from the
Borrowers under this Section will be added to and become part of the Loans until
paid in full.

            9.06 Severability. The provisions of this Agreement are intended to
be severable. If any provision of this Agreement is held invalid or
unenforceable in whole or in part in any jurisdiction, the provision will, as to
such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
of the provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.

            9.07 Governing Law: Consent to Jurisdiction. This Agreement will be
deemed to be a contract under the Laws of the Commonwealth of Pennsylvania and
for all purposes will be governed by and construed and enforced in accordance
with the substantive Laws, and not the laws of conflicts, of said Commonwealth.
The Borrowers consent to the exclusive jurisdiction and venue of the federal and
state courts located in Allegheny County, Pennsylvania, in any action on,
relating to or mentioning this Agreement, the Notes, the other Loan Documents,
or any one or more of them.

            9.08 Prior Understandings. This Agreement, the Notes and the other
Loan Documents supersede all prior understandings and agreements, whether
written or oral, among the parties relating to the transactions provided for in
this Agreement, the Notes and the other Loan Documents.

            9.09 Duration: Survival. All representations and warranties of the
Borrowers contained in this Agreement or made in connection with this Agreement
or any of the other Loan Documents shall survive the making of and will not be
waived by the execution and delivery of this Agreement, the Notes or the other
Loan Documents, by any investigation by the Agent or any Bank, or the making of
any Loan. Notwithstanding termination of this Agreement or an Event of Default,
all covenants and agreements of the Borrowers will continue in full force and
effect from and after the date of this Agreement so long as the Borrowers may
borrow under this Agreement and until payment in full of the Notes, interest
thereon, and all fees and other obligations of the Borrowers under this
Agreement or the Notes. Without limitation, it is understood that all
obligations of the Borrowers to make payments to or indemnify the Agent and the
Banks will survive the payment in full of the Notes and of all other obligations
of the Borrowers under this Agreement, the Notes and the other Loan Documents.

            9.10 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties to this Agreement on separate
counterparts each of which, when so executed, will be deemed an original, but
all such counterparts will constitute but one and the same instrument.

            9.11 Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the Agent, the Banks, the Borrowers and their successors
and assigns, except that the Borrowers may not assign or transfer any of its
rights under this Agreement without the prior written consent of the Banks.

                                      -58-
<PAGE>

            9.12 No Third Party Beneficiaries. The rights and benefits of this
Agreement and the other Loan Documents are not intended to, and shall not, inure
to the benefit of any third party.

            9.13 Exhibits. All exhibits and schedules attached to this Agreement
are incorporated and made a part of this Agreement.

            9.14 Headings. The section headings contained in this Agreement are
for convenience only and do not limit or define or affect the construction or
interpretation of this Agreement in any respect.

            9.15 Limitation of Liability. To the fullest extent permitted by
Law, no claim may be made by the Borrowers against the Agent or the Banks, or by
the Agent or the Banks against the Borrowers, or by the Borrowers, the Agent or
the Banks against any affiliate, director, officer, employee, attorney or agent
of the other for any special, incidental, indirect, consequential or punitive
damages in respect of any claim arising from or related to this Agreement or any
other Loan Document or any statement, course of conduct, act, omission or event
occurring in connection herewith or therewith (whether for breach of contract,
tort or any other theory of liability). The Borrowers, the Agent and the Banks
hereby waive, release and agree not to sue upon any claim for any such damages,
whether such claim presently exists or arises hereafter and whether or not such
claim is known or suspected to exist in its favor. This Section 9.15 shall not
limit any rights of the Borrowers, the Agent or the Banks arising solely out of
gross negligence or willful misconduct.

            9.16 Indemnities. In addition to the payment of expenses pursuant to
Section 9.05 hereof, the Borrowers agree to indemnify, pay and hold the Agent
and each Bank and their officers, directors and attorneys (collectively, called
the "Indemnitees"), harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitee shall be designated a
party thereto) that may be imposed on, incurred by or asserted against that
Indemnitee, in any matter arising from the occurrence of an Event of Default
hereunder or under the other Loan Documents, or the exercise of any right or
remedy hereunder or under the other Loan Documents (the "Indemnified
Liabilities"); provided, however, that the Borrowers shall have no obligation to
an Indemnitee hereunder with respect to Indemnified Liabilities arising from the
gross negligence or willful misconduct of that Indemnitee.

            9.17 Certifications from Bank and Participants.

                  (a) Tax Withholding. Any assignee or participant of a Bank
that is not incorporated under the Laws of the United States of America or a
state thereof (and, upon the written request of such Bank, assignee or
participant of such Bank, or the Agent) agrees that it will deliver to the
Borrowers, such Bank and the Agent three (3) duly completed appropriate valid
Withholding Certificates (as defined under Section 1.1441-1(c)(16) of the Income
Tax Regulations (the "Regulations")) certifying its status (i.e. U.S. or foreign
person) and, if

                                      -59-
<PAGE>

appropriate, making a claim of reduced, or exemption from, U.S. withholding tax
on the basis of an income tax treaty or an exemption provided by the Code. The
term "Withholding Certificate" means a Form W-9; a Form W-8BEN; a Form W-8ECI; a
Form W-8IMY and the related statements and certifications as required under
Section 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in
Section 1.871-14(c)(2)(v) of the Regulations; or any other certificates under
the Code or Regulations that certify or establish the status of a payee or
beneficial owner as a U.S. or foreign person. Any assignee or participant
required to deliver to the Borrowers, a Bank and the Agent a Withholding
Certificate pursuant to the preceding sentence shall deliver such valid
Withholding Certificate at least five (5) Business Days before the effective
date of such assignment or participation (unless such Bank in its sole
discretion shall permit such assignee or participant to deliver such valid
Withholding Certificate less than five (5) Business Days before such date in
which case it shall be due on the date specified by such Bank). Any assignee or
participant which so delivers a valid Withholding Certificate further undertakes
to deliver to the Borrowers, a Bank and the Agent three (3) additional copies of
such Withholding Certificate (or a successor form) on or before the date that
such Withholding Certificate expires or becomes obsolete or after the occurrence
of any event requiring a change in the most recent Withholding Certificate so
delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by the Borrowers, such Bank or the Agent.
Notwithstanding the submission of a Withholding Certificate claiming a reduced
rate of or exemption from U.S. withholding tax, such Bank and/or the Agent shall
be entitled to withhold United States federal income taxes at the full thirty
percent (30%) withholding rate if in its reasonable judgment it is required to
do so under the due diligence requirements imposed upon a withholding agent
under Section 1.1441-7(b) of the Regulations. Further, such Bank and/or the
Agent is indemnified under Section 1.1461-1(e) of the Regulations against any
claims and demands of any assignee or participant of such Bank for the amount of
any tax it deducts and withholds in accordance with regulations under Section
1441 of the Code.

                  (b) USA Patriot Act. Each Bank or assignee or participant of a
Bank that is not incorporated under the Laws of the United States of America or
a state thereof (and is not excepted from the certification requirement
contained in Section 313 of the USA 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 authority regulating such affiliated
depository institution or foreign bank) shall deliver to the Agent the
certification, or, if applicable, recertification, certifying that such Bank is
not a "shell" and certifying to other matters as required by Section 313 of the
USA Patriot Act and the applicable regulations: (1) within ten (10) days after
the Closing Date, and (2) as such other times as are required under the USA
Patriot Act.

            9.18 Confidentiality.

                  (a) General. Each Bank agrees to keep confidential all
information obtained from the Borrowers which is nonpublic and confidential or
proprietary in nature (including without limitation any information a Borrower
specifically designates as confidential), except as provided below, and to use
such information only in connection with this Agreement and for the purposes
contemplated hereby. Each Bank shall be permitted to disclose such information
(i) to outside legal counsel, accountants and other professional advisors who
need to know such information in connection with the administration and
enforcement of this

                                      -60-
<PAGE>

Agreement, subject to agreement of such Persons to maintain the confidentiality
of such information in accordance with the terms hereof, (ii) to assignees and
participants as contemplated by Section 8.17, and prospective assignees and
participants, subject to the agreement of such Persons to maintain the
confidentiality of such information in accordance with the terms hereof, (iii)
to the extent requested by any bank regulatory authority or, with notice to the
applicable Borrower, as otherwise required by applicable Law or by any subpoena
or similar legal process, or in connection with any investigation or proceeding
arising out of the transactions contemplated by this Agreement or the other Loan
Documents, (iv) if it becomes publicly available other than as a result of a
breach of this Agreement or becomes available from a source not known to be
subject to confidentiality restrictions, or (v) if the applicable Borrower shall
have consented, in writing, to such disclosure. The provisions of this Section
9.18(a) shall survive the repayment of the Loans.

                  (b) Sharing Information With Affiliates of the Bank. The
Borrowers acknowledge that from time to time financial advisory, investment
banking and other services may be offered or provided to the Borrowers or one or
more of its Affiliates (in connection with this Agreement or otherwise) by a
Bank or by one or more Subsidiaries or Affiliates of such Bank and each Borrower
hereby authorizes such Bank to share any information delivered to such Bank by
the Borrowers pursuant to this Agreement, or in connection with the decision of
the Bank to enter into this Agreement, to any such Subsidiary or Affiliate of
such Bank, it being understood that any such Subsidiary or Affiliate of such
Bank receiving such information shall be bound by the provisions of Section 9.18
as if it were a Bank hereunder. Such authorization shall survive the repayment
of the Loans..

                           [INTENTIONALLY LEFT BLANK]

                                      -61-
<PAGE>

            9.19 WAIVER OF TRIAL BY JURY. THE BORROWERS, THE AGENT AND THE BANKS
EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVE ALL BENEFIT AND ADVANTAGE OF ANY
RIGHT TO A TRIAL BY JURY, AND NO PARTY HERETO WILL AT ANY TIME INSIST UPON, OR
PLEAD OR IN ANY MANNER WHATSOEVER CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A
TRIAL BY JURY IN ANY ACTION ARISING IN CONNECTION WITH THIS AGREEMENT, THE NOTES
OR ANY OF THE OTHER LOAN DOCUMENTS.

INITIALS:

 /s/ WPM
---------------------------------
MBC

 /s/ WPM
---------------------------------
MICHAEL BAKER JR.

 /s/ WPM
---------------------------------
BAKER/MO

 /s/ WPM
---------------------------------
BAKER/OTS

 /s/ WPM
---------------------------------
BAKER NY

 /s/ JJL
---------------------------------
CITIZENS, AS AGENT AND FOR ITSELF

 /s/ JH
---------------------------------
FIFTH THIRD

 /s/ TB
---------------------------------
PNC BANK, NATIONAL ASSOCIATION

<PAGE>

            IN WITNESS WHEREOF, and intending to be legally bound, the parties,
by their duly authorized officers, have executed and delivered this Agreement on
the date set forth at the beginning of this Agreement.

Attest:                                      Michael Baker Corporation

By: /s/ C.O. Stuver                          By: /s/ William P. Mooney
    ------------------------------               -------------------------------
Name:  Craig O. Stuver                       Name:  William P. Mooney
Title: Senior Vice President and             Title: Executive Vice President and
       Corporate Controller                         Chief Financial Officer

Attest:                                      MICHAEL BAKER, JR., INC.

By: /s/ C.O. Stuver                          By: /s/ William P. Mooney
    ------------------------------               -------------------------------
Name:  Craig O. Stuver                       Name:  William P. Mooney
Title: Senior Vice President and             Title: Executive Vice President and
       Corporate Controller                         Chief Financial Officer

Attest:                                      BAKER/MO SERVICES, INC.

By: /s/ C.O. Stuver                          By: /s/ William P. Mooney
    ------------------------------               -------------------------------
Name:  Craig O. Stuver                       Name:  William P. Mooney
Title: Senior Vice President and             Title: Executive Vice President and
       Corporate Controller                         Chief Financial Officer

Attest:                                      Baker/OTS, Inc.

By: /s/ C.O. Stuver                          By: /s/ William P. Mooney
    ------------------------------               -------------------------------
Name:  Craig O. Stuver                       Name:  William P. Mooney
Title: Senior Vice President and             Title: Executive Vice President and
       Corporate Controller                         Chief Financial Officer

Attest:                                      Baker Engineering NY, Inc.

By: /s/ C.O. Stuver                          By: /s/ William P. Mooney
    ------------------------------               -------------------------------
Name: Craig O. Stuver                        Name:  William P. Mooney
Title: Senior Vice President and             Title: Executive Vice President and
       Corporate Controller                         Chief Financial Officer

<PAGE>

                                             Citizens Bank of Pennsylvania, as
                                             Agent and for itself as a Bank

                                             By: /s/ John J. Ligday, Jr.
                                                 -------------------------------
                                             Title: Vice President

                                             Fifth Third Bank

                                             By: /s/ John L. Hayes IV
                                                 -------------------------------
                                             Title: VP

                                             PNC Bank, National Association

                                             By: /s/ Troy Brown
                                                 -------------------------------
                                             Title: Vice President

<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

All Schedules to the Loan Agreement:

            a.    Schedule 1 - Banks and Commitments
            b.    Schedule 2.05 - Existing Letters of Credit
            c.    Schedule 3.09 - Litigation
            d.    Schedule 3.10 - Compliance with Laws
            e.    Schedule 3.11 - Pension Plans
            f.    Schedule 3.13 - Environmental Matters
            g.    Schedule 3.18 - Subsidiaries
            h.    Schedule 6.01 - Permitted Liens
            i.    Schedule 6.02 - Permitted Indebtedness
            j.    Schedule 6.03 - Guarantees
            k.    Schedule 6.04 - Loans and Investments

All Exhibits to the Loan Agreement:

            a.    Form of Revolving Credit Note
            b.    Form of Compliance Certificate
            c.    Form of Assignment Agreement

<PAGE>

                                   Schedule 1
                       Schedule of Banks and Commitments

<TABLE>
<CAPTION>
          Bank                       Revolving Credit Commitment       Commitment Percentage
          ----                       ---------------------------       ---------------------
<S>                                  <C>                               <C>
Citizens Bank of Pennsylvania                  $27,500,000                      45.83%
525 William Penn Place
Pittsburgh, PA 15219

PNC Bank, National Association                 $17,500,000                      29.17%
249 Fifth Avenue
One PNC Plaza
Pittsburgh, PA 15222

Fifth Third Bank                               $15,000,000                      25.00%
Eleven Parkway Center
Suite 375
Pittsburgh, PA 15220

Total Commitment Amount                        $60,000,000                        100%
                                               ===========                      =====
</TABLE>